Digital Diagnostics Technology definition
Examples of Digital Diagnostics Technology in a sentence
Subject to the terms and conditions of this Agreement, Exactus BioSolutions hereby grants back to Digital Diagnostics a non-exclusive, non-sublicensable, royalty-free license in the Territory under the Digital Diagnostics Technology licensed pursuant to Section 7.1 solely to conduct the Development Program and not for any other purpose.
No present or former employee or consultant of Digital Diagnostics owns or has any proprietary, financial or other interest, direct or indirect, in the Digital Diagnostics Technology.
In addition, the Parties will notify each other if either Party desires to obtain a license or otherwise pursue a defense or settlement with respect to any Third Party Patent that may be considered to Cover the use or application of the Digital Diagnostics Technology as used or applied to Products or Devices.
Digital Diagnostics agrees that it will not work independently of this Agreement during the Term for itself or any Third Party (including the grant of any license or option to any Third Party) with respect to discovery, Development and/or development activities with respect to Products in the Territory using the Digital Diagnostics Technology (including any application thereof) for use in the Field in the Territory.
The Digital Diagnostics Technology existing as of the Effective Date was not obtained in violation of any contractual or fiduciary obligation owed by Digital Diagnostics or its employees or agents to any Third Party or through the misappropriation of the intellectual property rights (including any trade secrets) from any Third Party.
Digital Diagnostics covenants that during the Term it shall not grant any license or any option for a license to any Third Party, under any Patent that comes into the Control of Digital Diagnostics in connection with this Agreement after the Effective Date (including a Patent for an Digital Diagnostics Sole Invention or Joint Invention), to make, use or sell in the Field any diagnostic application using the Digital Diagnostics Technology in any country in the Territory.
All inventors of any inventions included within the Digital Diagnostics Technology that are existing as of the Effective Date have assigned or have a contractual obligation to assign or license their entire right, title and interest in and to such inventions and the corresponding Patent rights to Digital Diagnostics, or in the case of the [UNIVERSITY OF QUEENSLAND Third Party] Patents, to Digital Diagnostics’ knowledge, to [UNIVERSITY OF QUEENSLAND Third Party].
Upon the expiration of the Royalty Term (i.e., in the case where there is no earlier termination pursuant to this Article 13), on a Device-by-Device, Product-by-Product and country-by-country basis, the licenses granted to Exactus BioSolutions under Article 7 with respect to Digital Diagnostics Technology shall convert to a non-exclusive, perpetual, fully paid-up, non-royalty-bearing, sublicensable license.
Digital Diagnostics has not granted any Lien with respect to this Agreement or any of the Digital Diagnostics Technology licensed by it to Exactus BioSolutions under this Agreement.
For clarity, Information generated by Digital Diagnostics with respect to the Digital Diagnostics Technology independently of the Development Program shall be Digital Diagnostics Confidential Information.