Array IP definition

Array IP means Array Existing IP and Array Future IP, in each case, with respect to Third Party IP, subject to Section 4.2(b) and Section 4.2(c), as applicable.
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Array IP means any and all inventions (whether or not patentable), original works of authorship, designs, know-how, mask works, ideas, information, developments, improvements, and trade secrets of which Terry Young is the sole or joint author, creator, contributor, or inventor that Terry Young authored, created, contributed to, made or conceived or reduced to practice, in whole or in part, during the term of Terry Young's employment with Array. Additionally, “Array IP” shall mean any and all inventions (whether or not patentable), original works of authorship, designs, know-how, mask works, ideas,
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Examples of Array IP in a sentence

  • If a Third Party brings a claim of infringement or misappropriation against Genentech on account of the manufacture, use, offer for sale, sale or import of any Compound, Licensed Product or Companion Diagnostic (exclusively licensed to Genentech under the License To Genentech), [ * ] Notwithstanding the foregoing, Section 8.2(a) shall govern the rights and obligations of the Parties with respect to a counterclaim relating to Array IP.

  • Array hereby grants to Genentech, during the Research Term, a royalty-free, non-exclusive, non-sublicensable license under the Array IP Rights solely for the purpose of performing Genentech’s responsibilities under the Research Program.

  • Genentech acknowledges that certain Array IP may contain subject matter that is not exclusively licensed to Genentech.

  • In the event that either Party to this Agreement intends to overcome a rejection of a claimed invention within the Array IP or the Genentech IP pursuant to the provisions of 35 USC § 103(c)(2), such Party shall first obtain the prior written consent of the other Party.

  • The provisions of this Section 4.2(c) apply to any Third Party IP included in the Array IP or the Array Companion Diagnostic IP and to the applicable Third Party License Agreement.

  • During the term of the Agreement, Array shall promptly disclose to Genentech all Patents and Know-How within the Array IP (including any that becomes Owned or Controlled by Array after the Effective Date) that are within the scope of the licenses granted to Genentech under this Agreement.

  • If a Third Party brings a claim of invalidity, unenforceability or non-infringement of a given Patent within the Jointly Prosecuted and Maintained Patents (e.g., a declaratory judgment action or a nullity proceeding), subject to Section 7.5, [ * ] Notwithstanding the foregoing, Section 8.2(a) shall govern the rights and obligations of the Parties with respect to a counterclaim relating to Array IP.

  • The Party controlling any action described in Section 8.2(a) shall not settle or consent to an adverse judgment (including any judgment that affects the scope, validity or enforcement of any Array IP) without the express written consent of the non-controlling Party (such consent not to be unreasonably withheld).

  • Subject to Section 7.5, the provisions of this Section 7.2(b) shall apply to the Prosecution and Maintenance of any Patent (y) within the Array IP, to the extent such Patent contains a claim the entire scope of which is exclusively licensed to Genentech or (z) listed on Exhibit E.

  • Array IP and Array Companion Diagnostic IP shall only include Third Party IP to the extent Genentech (i) does not commit any acts or omissions that could cause a material breach of the Third Party License Agreement or could otherwise result in a liability for or a loss of rights by Array under the Third Party License Agreement and (ii) complies with the all relevant provisions of the Third Party License Agreement.

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