Foundational IP definition

Foundational IP means the know-how described on Exhibit A to this Agreement, which know-how constitutes all of the intellectual property of the Founder relating to the Founder’s ideas regarding [***].

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Foundational IP means (a) the Patents conceived before Launch of the Company, set forth in Exhibit A, which Exhibit may be updated from time to time by the Parties, and (b) Improvements to such Patents described in clause (a).

Foundational IP means (a) the Patents conceived before Company Spinout, set forth in Exhibit A, which Exhibit may be updated from time to time by the Parties, and (b) Improvements to such Patents described in clause (a).

Examples of Foundational IP in a sentence

• The licenses granted to Foundational IP hereunder are subject to and contingent upon Company’s compliance with all of its obligations hereunder including, but not limited to, the payment by Company to Flagship of all payments required under this Agreement, and further subject to rights hereby retained by Flagship and/or granted by Company to Flagship.

• The Founder hereby represents and warrants that [***] he is the sole and exclusive owner of the Foundational IP, free and clear of liens, claims and encumbrances [***].

• Company hereby irrevocably and unconditionally assigns to Flagship all of its right, title and interest in and to all Foundational IP as of the Effective Date and thereafter.

• In consideration of the Founder’s assignment of the Foundational IP, during the Revenue Share Term, within one hundred twenty (120) calendar days of the end of each calendar year, the Company shall pay to the Founder a payment equal to [***] of Net Sales for the immediately preceding calendar year as set forth herein.

• Company shall take all further actions reasonably requested by Flagship to vest in Flagship all right, title and interest in and to such Foundational IP.

• Within [***] after the Effective Date, [***] will reimburse [***] for all attorneys’ fees, expenses, official fees and all other reasonable out-of-pocket expenses incurred by [***] in connection with the Prosecution of the Foundational IP (“Patent Costs”) prior to the Effective Date and not previously reimbursed by [***].

• In the event that either Party becomes aware of any suspected infringement of any Foundational IP or of any Infringement Action, such Party shall promptly notify the other Party in writing thereof.

• If Flagship so directs in writing, Company shall control such defense and all negotiations relative to the settlement of any indemnifiable claim or action, except that Company shall not settle or compromise any claim or action in any manner that may impose restrictions or obligations on any Indemnified Party, or that grants any rights to the Foundational IP or Licensed Products, or that concedes any fault or wrongdoing on the part of Flagship, without Flagship’s prior written consent.

• Such disclosures are made with the understanding that they shall remain privileged and confidential and that they are made in connection with the shared community of identical legal interests existing between the Parties, including the community of legal interests in avoiding infringement of any valid, enforceable third party Patents and in obtaining patent protection for Foundational IP.

• The Founder also hereby waives all claims to moral rights in any Foundational IP.

More Definitions of Foundational IP

Foundational IP means (a) the United States and foreign patents and/or patent applications conceived before the Company Spinout, as set forth in Exhibit A; (b) any and all patents issuing from any of the foregoing; (c) any and all claims of continuation-in-part applications that claim priority to any of the foregoing United States patent applications, but only to the extent such claims are directed to inventions disclosed in the manner provided in the first paragraph of 35 U.S.C. § 112 in any such United States patent applications, and such claims in any patents issuing from such continuations-in-part applications; (d) any and all foreign patent applications, foreign patents, or related foreign patent documents that claim priority to any of the foregoing; and (e) any and all divisionals, continuations, reissues, re-examinations, renewals, substitutions, and extensions of any of the foregoing.