Adolor Improvements definition

Adolor Improvements means any inventions, patentable or not, information and/or data, to the extent that they relate to any New Compound and/or any New Product, and limited to that extent, including, without limitation, Toxicology Studies, Clinical Trial information and data, and Post-Registration Clinical Trial information and/or data, which are made, conceived, reduced to practice or generated solely by ADOLOR's employees or agents, or acquired by ADOLOR, during the term of this Agreement, and which ADOLOR has the unrestricted right to assign (or, if ADOLOR has no such right of assignment, to license, sublicense or otherwise provide rights of reference) to LILLY as contemplated hereunder.
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Adolor Improvements means any inventions, patentable or not, information and/or data, to the extent that they relate to and are necessary to the manufacture, marketing or sale of any Licensed Compound and/or any Licensed Product, and limited to that extent, including Toxicology Studies, Clinical Trial information and data, and Post-Registration Clinical Trial information and/or data, which are made, conceived, reduced to practice or generated solely by Adolor’s employees or agents, or acquired by Adolor, during the Term, and which Adolor has the unrestricted right to assign (or, if Adolor has no such right of assignment, to license, sublicense or otherwise provide rights of reference) to Lilly as contemplated hereunder.
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Adolor Improvements means any Improvements that are invented during the Term solely by Adolor, or its Affiliates, agents, or sublicensees or by Third Parties acting on its behalf.
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Examples of Adolor Improvements in a sentence

  • If this Agreement is terminated by Lilly as permitted under Section 12.4, Adolor shall grant and hereby does grant to Lilly, to the extent it has the right to do so, a royalty-free, exclusive license solely to make, have made, use, sell, offer for sale, and import Licensed Compounds and Licensed Products using all Adolor Improvements and Adolor Technology.

  • Lilly will maintain all Adolor Improvements, Adolor Technology, Royalty Reports and any other proprietary or trade secret information of Adolor which has been designated to Lilly as such (“Adolor Confidential Information”) as confidential during the Term and for a period of ten (10) years after the expiration or earlier termination of this Agreement, unless Adolor agrees that disclosure will not adversely affect Adolor’s proprietary interests, such agreement not to be unreasonably withheld.

  • Furthermore, if this Agreement has been terminated by Lilly as permitted under Section 12.4, no settlement, consent judgment or other final disposition of an action for infringement or validity that is inconsistent with the rights and licenses granted to Lilly under this Agreement may be entered into as to any patent covering Adolor Improvements or Adolor Technology without Lilly’s written consent, which consent shall not be unreasonably withheld.

  • If this Agreement has been terminated by Lilly as permitted under Section 12.4, Lilly shall have the right to request that Adolor take legal action against infringement of the patents that cover Adolor Improvements or Adolor Technology that relate to any Licensed Compound, or any Licensed Product.

  • Adolor shall have the right, but not the obligation, to prosecute at its own expense and through counsel of its own choice all actions for infringement of any patents that cover Adolor Improvements or Adolor Technology.

  • If this Agreement has been terminated by Lilly as permitted under Section 12.4 and Adolor decides not to file or to abandon the prosecution, defense or maintenance of any applications or patents encompassing Adolor Improvements or Adolor Technology, it shall give Lilly reasonable written notice to this effect, said notice to be given at least thirty (30) days in advance of the date such filing is due or such abandonment will occur to the extent reasonably possible.

  • Except as expressly set forth in this Agreement, Lilly shall have no rights, title or interest in or to any Adolor Improvements or Adolor Technology.

  • Upon Adolor’s request, Lilly shall provide all data or other information in Lilly’s possession that is reasonably necessary for the preparation, filing, prosecution, exploitation or enforcement of patents or patent applications relating to the Adolor Improvements or Adolor Technology.

  • Except as provided in Section 9.1(vii) with respect to Lilly Confidential Information, Adolor shall not require written approval from Lilly to use data or other information in connection with the preparation, filing, prosecution, exploitation or enforcement of patents or patent applications relating to the Adolor Improvements or Adolor Technology.

  • After an OpRA III Termination Event, if a declaratory judgment action alleging invalidity, unenforceability or noninfringement of any patents that cover Adolor Improvements or Adolor Technology shall be brought against Lilly, Adolor may within thirty (30) days after commencement of such declaratory action elect to intervene in such action and take over the defense thereof at Adolor’s own expense.

Related to Adolor Improvements

  • Licensee Improvements means any improvement, enhancement, modification, derivative work or upgrade to any of Licensor Patent Rights made, conceived, reduced to practice, affixed or otherwise developed by or on behalf of Licensee during the term of this Agreement and solely as exercised under the License.

  • Minimum Improvements means devoting the Development Property to its intended Use and construction of approximately a square foot parking facility for use as parking for the Developer as identified and set forth in Exhibit C and constructed in accordance with the Construction Plans submitted to and approved by the Authority. After completion of the Minimum Improvements, the term shall mean the Development Property as improved by the Minimum Improvements.

  • Site Improvements means any construction work on, or improvement to, streets, roads, parking facilities, sidewalks, drainage structures and utilities.

  • Needs Improvement the Educator’s performance on a standard or overall is below the requirements of a standard or overall, but is not considered to be unsatisfactory at this time. Improvement is necessary and expected.  Unsatisfactory: the Educator’s performance on a standard or overall has not significantly improved following a rating of needs improvement, or the Educator’s performance is consistently below the requirements of a standard or overall and is considered inadequate, or both.

  • Project Improvements means site improvements and facilities that are:

  • Joint Improvements means Improvements the inventors of which are jointly (a) employees of, or others obligated to assign inventions to, ImmunoGen or any Affiliate of ImmunoGen, and (b) employees of, or others obligated to assign inventions to, Lilly or any Affiliate of Lilly.

  • Public Improvements means only the following improvements: housing facilities; garbage disposal plants; rubbish disposal plants; incinerators; transportation systems, including plants, works, instrumentalities, and properties used or useful in connection with those systems; sewage disposal systems, including sanitary sewers, combined sanitary and storm sewers, plants, works, instrumentalities, and properties used or useful in connection with the collection, treatment, or disposal of sewage or industrial wastes; storm water systems, including storm sewers, plants, works, instrumentalities, and properties used or useful in connection with the collection, treatment, or disposal of storm water; water supply systems, including plants, works, instrumentalities, and properties used or useful in connection with obtaining a water supply, the treatment of water, or the distribution of water; utility systems for supplying light, heat, or power, including plants, works, instrumentalities, and properties used or useful in connection with those systems; approved cable television systems, approved cable communication systems, or telephone systems, including plants, works,

  • Improvements shall have the meaning set forth in the granting clause of the Mortgage.

  • Private Improvements means the improvements to be constructed on the Property that are not Public Improvements.

  • Leasehold Improvements means all leasehold improvements situated in or on the Leased Real Property and owned by Seller.

  • Infrastructure Improvements means a street, road, sidewalk, parking facility, pedestrian mall, alley, bridge, sewer, sewage treatment plant, property designed to reduce, eliminate, or prevent the spread of identified soil or groundwater contamination, drainage system, waterway, waterline, water storage facility, rail line, utility line or pipeline, transit-oriented development, transit-oriented property, or other similar or related structure or improvement, together with necessary easements for the structure or improvement, owned or used by a public agency or functionally connected to similar or supporting property owned or used by a public agency, or designed and dedicated to use by, for the benefit of, or for the protection of the health, welfare, or safety of the public generally, whether or not used by a single business entity, provided that any road, street, or bridge shall be continuously open to public access and that other property shall be located in public easements or rights-of-way and sized to accommodate reasonably foreseeable development of eligible property in adjoining areas. Infrastructure improvements also include 1 or more of the following whether publicly or privately owned or operated or located on public or private property:

  • Tenant Improvements Defined in Exhibit B, if any.

  • Quality Improvement means a focus on activities to improve performance above minimum standards and reasonably expected levels of performance, quality and practice.

  • Improvement Costs means any additional expenditure on a fixed asset that materially increases the capacity of the asset or materially improves its functioning or represents more than 10% of the initial depreciation base of the asset;

  • Capital Improvements mean the purchase, renovation, rehabilitation, or construction of permanent land, buildings, structures, equipment and furnishings used directly for or in the Project, and any goods or services for the Project that are purchased and capitalized under GAAP, including any organizational costs and research and development costs incurred in Illinois. Capitalized lease costs for land, buildings, structures or equipment shall be included in “Capital Improvements” only if the lease term, including any extensions or options to extend, equals or exceeds the term of this Agreement, and provided that such lease costs are valued at their present value using the corporate interest rate prevailing at the time the Company filed its Application with the Department.

  • Tenant Improvement Work means the construction of the Tenant Improvements, together with any related work (including demolition) that is necessary to construct the Tenant Improvements.

  • Development Site means any parcel or lot on which exists or which is intended for building development other than the following: