ADC Technology definition
Examples of ADC Technology in a sentence
Each Party will promptly notify the other Party in writing of any actual or threatened infringement, misappropriation or other violation by a Third Party of any Licensed ADC Technology or Licensed Platform Technology in the Field and in the Territory of which it becomes aware (“Third Party Infringement”).
Such review and approval will be conducted for the purposes of preserving the value of the Licensed ADC Technology and Licensed Platform Technology and determining whether any portion of the proposed publication or presentation containing Pfizer’s Confidential Information should be modified or deleted.
Subject to the terms and conditions of this Agreement, Paragon hereby grants to Crescent, during the Term and subject to delivery of the Election Notice in accordance with Section 4.3, an exclusive option (“Option”) to be granted an exclusive license under the Project ADC Technology to Develop, Manufacture and Commercialize Project ADCs, Derived ADCs and Products in the Field in the Territory.
Nothing in this Agreement shall be construed to confer any rights upon Pyxis by implication, estoppel, or otherwise as to any technology or Intellectual Property Rights of Pfizer or its Affiliates other than the rights in Licensed ADC Technology and Licensed Platform Technology expressly granted herein, regardless of whether such technology or Intellectual Property Rights shall be dominant or subordinate to any Licensed ADC Technology or Licensed Platform Technology.
Subject to the terms and conditions of this Agreement, and effective only during the Term, Paragon hereby grants to Crescent a limited, exclusive, royalty-free license, without the right to sublicense, under the Project ADC Technology and, to the extent Controlled by Paragon for this purpose, the Paragon In-Licensed IP, solely to evaluate the Option and for the purpose of allowing Crescent to determine whether to exercise the Option.
Crescent and its Affiliates shall cause all of its and their employees who, in each case, generated, conceived of or created any Project ADC Technology and Paragon Platform Technology to assign without additional consideration all ownership rights in such Project ADC Technology and Paragon Platform Technology to Paragon.
Subject to the rights and licenses granted to Crescent in this Agreement, as between the Parties, Paragon or its Affiliates shall own all right, title and interest in and to all Project ADC Technology and all Paragon Platform Technology, irrespective of inventorship.
Crescent shall execute and deliver, and shall cause its Affiliates to execute and deliver, such additional documents, instruments, conveyances and assurances and take any such further actions as may be reasonably required to ensure that all right, title and interest in the Project ADC Technology and Paragon Platform Technology is effectively assigned to and held by Paragon.
Crescent agrees to assign and hereby assigns to Paragon all of Crescent’s right, title and interest in and to the Project ADC Technology and the Paragon Platform Technology, including any and all Intellectual Property Rights therein.
The Paragon Platform Know-How shall exclude Know-How included in the ADC Technology.