AvalonRx Technology definition

AvalonRx Technology means: (a) all discoveries, inventions, information, data, know-how, and trade secrets (whether or not patentable) that are owned or in-licensed by AVRX as of the Effective Date or thereafter and are used or useful with or necessary to operate AvalonRx, including without limitation (i) used or useful with or necessary for use of any and all methods and devices comprising AvalonRx, (ii) used or useful with or necessary for use of any hardware related to the “High-throughput Integrated Transcriptional Screen” system; (iii) used or useful with or necessary for use of any hardware related to the “Rapid Assessment of Compound Efficacy, Transcriptional Change and Kinetics” system; and (iv) used or useful with or necessary for use of any hardware related to the “Transcriptional Structure-Activity-Relationship” system, and (b) all data and information owned or in-licensed by AVRX as of the Effective Date or thereafter and generated by or through the use of AvalonRx or any other AvalonRx Technology, except data and information as to which a Third Party has exclusive rights under an agreement of Schedule A (as such agreement exists on the Effective Date) and/or data and information with respect to the Excluded Field that has no reasonable relevance outside the Excluded Field, and (c) the Licensed Software system, and (d) any AVRX Improvements; and (e) all Patent Rights or other intellectual property rights owned or in-licensed by AVRX as of the Effective Date or thereafter, to the extent they cover any of the foregoing. Notwithstanding the foregoing, any discoveries, inventions, information, data, know-how, trade secrets, Patent Rights, or other intellectual property that is licensed to AVRX by a Third Party (“In-Licensed IP”) shall be excluded from AvalonRx Technology if (A) the applicable license agreement granting AVRX rights in such In-Licensed IP imposes sublicensee obligations that are not included in this Agreement, and (B) AVRX notifies CLDA in writing of such obligations (which notification shall specifically reference this Section 1.2), and (C) CLDA does not agree to be bound by such obligations within thirty (30) days after CLDA receives such written notification.
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AvalonRx Technology shall have the meaning given such term in the License Agreement.
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Examples of AvalonRx Technology in a sentence

  • AVRX (i) solely owns all AvalonRx Technology (other than In-Licensed IP (as defined in Section 1.2)), free and clear of all liens, charges and encumbrances, either written, oral, or implied, that would affect the rights and licenses granted to CLDA hereunder; and (ii) has not granted, and will not grant during the term of this Agreement, any license that is inconsistent with the rights and licenses granted to CLDA under this Agreement.

  • AVRX shall cooperate with CLDA and shall in a timely manner provide access and provide to CLDA or any CLDA Affiliate designated by CLDA any AvalonRx Technology licensed to CLDA that is reasonably requested by CLDA, to the extent such AvalonRx Technology is not already in CLDA’s possession.

  • No actions, suits, claims, disputes, or proceedings concerning the AvalonRx Technology are currently pending, and except as set forth in Schedule C, the officers of AVRX have no actual knowledge of any facts that would indicate that any such action, suit, claim, dispute, or proceeding is likely to be instituted or asserted during the term of this Agreement.

  • AVRX shall be responsible, in its sole discretion and at its sole cost, for the filing, prosecution and maintenance of Patent Rights, copyrights and other proprietary rights claiming or directed to AvalonRx Technology and AVRX Improvements thereto.

  • Notwithstanding anything else herein to the contrary, AVRX shall have the right to use AvalonRx Technology and to disclose AvalonRx Technology to a Third Party in each case, in the Excluded Field and/or pursuant to the agreements listed in Schedule A (as such agreements exist on the Effective Date).

  • During the term of this Agreement, at no additional cost to CLDA, AVRX shall provide CLDA with reasonable access by teleconference or in person at AVRX’s facilities (subject to AVRX’s customary rules and restrictions with respect to site visits by non-AVRX personnel) to AVRX personnel having pertinent knowledge for consulting advice with respect to AvalonRx and the AvalonRx Technology.

  • AVRX shall be solely responsible for all costs and expenses of any licenses between a Third Party and AVRX or its Affiliates related to the AvalonRx Technology, whether such licenses exist on the Effective Date or AVRX or its Affiliates enter into such licenses after the Effective Date.

  • Subject to the licenses granted herein, AVRX shall own all rights to the AvalonRx Technology and Improvements thereto conceived or made by AVRX employees pursuant to the excluded rights and AVRX’s retained rights set forth in Section 3.3 (“AVRX Improvements”).

  • Following the Effective Date, subject to AVRX’s retained rights under Section 3.3(a) and the excluded rights under Section 3.3(b), CLDA shall have full control, authority, and discretion over the research, development, and commercialization of the AvalonRx and the AvalonRx Technology licensed to CLDA under this Agreement.

  • To the extent that any Improvements to the AvalonRx Technology are made by employees or agents of CLDA (“CLDA Improvements”), CLDA shall own all right, title and interest in and to such CLDA Improvements.

Related to AvalonRx Technology

  • Licensor Technology means the Licensor Patents and the Licensor Know-How.

  • Licensee Technology means the Licensee Know-How and Licensee Patents.

  • Company Technology means all Technology used in or necessary for the conduct of the business of the Company or any of its Subsidiaries, or owned or held for use by the Company or any of its Subsidiaries.

  • Joint Technology means Joint Know-How and Joint Patents.

  • Background Technology means all Software, data, know-how, ideas, methodologies, specifications, and other technology in which Contractor owns such Intellectual Property Rights as are necessary for Contractor to grant the rights and licenses set forth in Section 14.1, and for the State (including its licensees, successors and assigns) to exercise such rights and licenses, without violating any right of any Third Party or any Law or incurring any payment obligation to any Third Party. Background Technology must: (a) be identified as Background Technology in the Statement of Work; and (b) have been developed or otherwise acquired by Contractor prior to the date of the Statement of Work, or have been developed by Contractor outside of its performance under the Statement of Work. Background Technology will also include any general consulting tool or methodology created by Contractor, which will not be required to be identified in the Statement of Work.

  • Product Technology means the Product Know-How and Product Patents.

  • Program Technology means Program Know-How and Program Patents.

  • Licensed Technology means the Licensed Patents and the Licensed Know-How.

  • Third Party Technology means all Intellectual Property and products owned by third parties and licensed pursuant to Third Party Licenses.

  • New Technology means any invention, discovery, improvement, or innovation that was not available to the District on the effective date of the contract, whether or not patentable, including, but not limited to, new processes, emerging technology, machines, and improvements to or new applications of existing processes, machines, manufactures and software. Also included are new computer programs, and improvements to, or new applications of, existing computer programs, whether or not copyrightable and any new process, machine, including software, and improvements to, or new applications of, existing processes, machines, manufactures and software.

  • Developed Technology means any Technology including, without limitation, any enhancements, substitutions or improvements to the Core Technology that is (a) discovered, developed or otherwise acquired by DURA pursuant to the terms of the Development Agreement or (b) otherwise acquired by or on behalf of Xxxxxx Corp. II during the term of the Development Agreement.

  • Customer Technology means Customer's proprietary technology, including Customer's Internet operations design, content, software tools, hardware designs, algorithms, software (in source and object forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by Customer or licensed to Customer from a third party) and also including any derivatives, improvements, enhancements or extensions of Customer Technology conceived, reduced to practice, or developed during the term of this Agreement by Customer.

  • Collaboration Technology means the Collaboration Know-How and the Collaboration Patents.

  • Manufacturing Technology means any and all patents, patent applications, Know-How, and all intellectual property rights associated therewith, and including all tangible embodiments thereof, that are necessary or useful for the manufacture of adeno- associated viruses, adeno-associated virus vectors, research or commercial reagents related thereto, Licensed Products, or other products, including manufacturing processes, technical information relating to the methods of manufacture, protocols, standard operating procedures, batch records, assays, formulations, quality control data, specifications, scale up, any and all improvements, modifications, and changes thereto, and any and all activities associated with such manufacture. Any and all chemistry, manufacturing, and controls (CMC), drug master files (DMFs), or similar materials provided to regulatory authorities and the information contained therein are deemed Manufacturing Technology.

  • Collaboration IP means Collaboration Know-How and Collaboration Patents.

  • Technology Rights means BOARD's rights in any technical information, know-how, processes, procedures, compositions, devices, methods, formulae, protocols, techniques, software, designs, drawings or data created by the inventor(s) listed in Exhibit I at UTMDACC before the EFFECTIVE DATE, which are not claimed in PATENT RIGHTS but that are necessary for practicing PATENT RIGHTS.

  • SAP Technology Solution(s means SAP NetWeaver Foundation for Third Party Applications, SAP Business Technology Platform (excluding when used solely as a Connectivity App between an SAP Application and ERP), SAP Signavio Solutions and SAP Process Insights (including any renamed, prior and/or successor versions of any of the foregoing made generally available by SAP if any but excluding when any of the foregoing are used as a User Interface for ERP.

  • Background IP means all IP and IP Rights owned or controlled by Seller prior to the effective date or outside the scope of this Contract.

  • Proprietary Technology means the technical innovations that are unique and

  • Foreground IP means all intellectual property and Intellectual Property Rights generated under these Terms; and

  • Technology means any and all technical information and/or materials, including, without limitation, ideas, techniques, designs, sketches, drawings, models, inventions, know-how, processes, apparatus, methods, equipment, algorithms, software programs, data, software source documents, other works of authorship, formulae and information concerning engineering, research, experimental work, development, design details and specifications.

  • Patent Rights means the rights and interests in and to issued patents and pending patent applications (which, for purposes of this Agreement, include certificates of invention, applications for certificates of invention and priority rights) in any country or region, including all provisional applications, substitutions, continuations, continuations-in-part, divisions, renewals, all letters patent granted thereon, and all reissues, re-examinations and extensions thereof, and all foreign counterparts of any of the foregoing.

  • Foreground IPR means any IPRs that are generated as a result of the activities conducted within the framework of the Project concerned as specified in the corresponding Project Agreement;

  • Background IPR means any Intellectual Property Rights (other than Project IPR) belonging to either party before the Commencement Date or not created in the course of or in connection with the Project;

  • Licensed IP means the Licensed Patents and the Licensed Know-How.

  • Transferred Technology has the meaning set forth in Section 2.3(a).