EXACT Technology definition

EXACT Technology means the Hybrigel Consumable and technology, the purification of biological samples using the Hybrigel Consumable, and the diagnosis of disease using a Hybrigel Consumable, and any other EXACT intellectual property that was created, developed or otherwise acquired by or on behalf of EXACT as of the Effective Date of this Agreement, or developed or otherwise acquired by or on behalf of EXACT subsequent to the Effective Date of this Agreement, whether or not patented, in any form, tangible or intangible, including, without limitation, all specifications (including the Specifications in Appendix D of this Agreement), ideas, designs, concepts, know-how, trade secrets, inventions, developments, discoveries, works of authorship, formulae, algorithms, systems, processes, methods, techniques, consumables, research information, bonding methods, evaluations, studies, analytical results, assays, data, technical information, and samples. EXACT Technology does not mean or include the Discovery Technology and Equipment (including Discovery Bonding) and the EXACT Tooling.
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Examples of EXACT Technology in a sentence

  • Discovery hereby acknowledges and agrees that it acquires no rights in the EXACT Technology or EXACT Tooling except as specifically provided in this Agreement, and that, as between the Parties, EXACT retains all rights, including all intellectual property rights, in and to the EXACT Technology.

  • At no time may Discovery or its Affiliates use any EXACT Technology, the EXACT Tooling, or the Hybrigel Consumables except for EXACT’s benefit in carrying out Discovery’s obligations hereunder.

  • Further, Discovery hereby acknowledges and agrees that EXACT shall exclusively own all right, title and interest, including all intellectual property rights, in and to all EXACT Technology, EXACT Tooling and the Hybrigel Consumable.

  • If Genzyme does not deliver an Option Exercise Notice within such [********] period, then Genzyme’s Option will automatically expire with respect to the disclosed item of Additional EXACT Technology and EXACT may sell, assign, license or otherwise transfer such item of Additional EXACT Technology in the Genzyme Core Field to any Third Party without any further obligation or liability to Genzyme.

  • Any use of the EXACT Technology and EXACT Tooling by Discovery or by Discovery’s contractors, vendors, and/or consultants that is not solely in connection with Discovery’s performance of Discovery’s obligations under this Agreement is not licensed hereunder and shall be considered a material breach of this Agreement by Discovery and such license of EXACT Technology shall be deemed null and void.

  • Upon delivery of the Option Exercise Notice, Genzyme will add a general description of such Additional EXACT Technology to Schedule 3.3(b), and such technology will be become Optioned Technology ([********] to Genzyme, other than pursuant to Section 11.2) for the purposes of this Agreement.

  • If Genzyme wishes to exercise the Option with respect to such disclosed Additional EXACT Technology, Genzyme will provide EXACT with written notice (the “Option Exercise Notice”) within [********] of receipt of EXACT’s disclosure.

  • If the Additional EXACT Technology is in-licensed by EXACT from a Third Party, then, if applicable, such disclosure will include any license fee or royalty payment that EXACT would be required to pay such Third Party as a result of EXACT’s granting to Genzyme a sublicense under such Additional EXACT Technology in the Genzyme Core Field and a copy of the license agreement between EXACT and such Third Party.