Independent Development definition

Independent Development has the meaning as set forth in Section 9.12.

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Independent Development means the undertaking of development work; provided, that such work is: (i) not prohibited by this Agreement, and (ii) undertaken without the unpermitted aid, application or use of any of the other Party’s Background Intellectual Property or Inventions.

Independent Development has the meaning set forth in Section 4.7.4.

Examples of Independent Development in a sentence

• Such notification shall include a description of the Company Independent Development in reasonably sufficient detail to permit Licensor to evaluate the Company Independent Development ("Enhancement Notice").

• The Company shall not offer to, nor consider any offer from, any third party to license or otherwise acquire any right, title or interest in or to any such Company Independent Development, nor use such Company Independent Development itself outside of the Territory, during the Independent Development Exclusive Negotiation Period.

• RMS and/or its Affiliates have and shall retain ownership of all rights, title, and interest in and to the RMS Product and are free to conduct Independent Development involving the use of the RMS Product for any purpose (whether alone or in combination with any other product or service) and in collaboration with any Third Party.

• In addition, Astellas shall disclose to Ambit, through the JSC, all Independent Development Data as Astellas reasonably believes is necessary or useful in order to enable Ambit to perform its responsibilities under a Development Program, and Ambit shall disclose and provide to Astellas such Ambit Materials as Ambit reasonably believes are necessary in order to enable Astellas to perform its responsibilities under a Development Program.

• Epizyme and/or Eisai and their Affiliates have and shall retain ownership of all rights, title, and interest in and to the Pharmaceutical Partners Product and will have the right to conduct Independent Development involving the use of the Pharmaceutical Partners Product or any other Epizyme product and/or Eisai product for any purpose (whether alone or in combination with any other product or service or inside or outside of the Pharmaceutical Field) and in collaboration with any Third Party.

• For purposes of clarity, RMS may use its Assay Performance Data and RMS Project Inventions for its Independent Development, but shall not be permitted to use Clinical Patient Data or Pharmaceutical Partners Project Inventions for such development, and Pharmaceutical Partners may use its Clinical Patient Data and Pharmaceutical Partners Project Inventions for its Independent Development, but shall not be permitted to use Assay Performance Data and RMS Project Inventions for such development.

• Subject to the terms of this Section 4.4, a Non-Developing Party will have the option to opt-in to the independent development of an Independent Indication on a one-time basis, exercisable by providing a notice in writing to the Independent Development Party within (i) the [****] (the “Opt In Trigger”) [****] or (ii) the [****].

• Notwithstanding the foregoing, the Non-Developing Party shall transfer responsibility for such ongoing activities to the Independent Development Party as of the date of such Opt Out Notice or as soon as reasonably practicable after such date.

• For each Independent Product and Independent Indication, the Independent Development Party will have the right, at its own option and expense, to plan and conduct the Development of and to Commercialize such Independent Product or Independent Indication, as the case may be, in accordance with the terms of Sections 4.2, 4.3 and 4.5. *Certain information on this page has been omitted and filed separately with the commission.

• The costs associated with such defense for the Profit Sharing Territory shall be included in [****] as set forth in Exhibit C and the costs associated solely with the Royalty Territory shall be borne by the Independent Development Party.

More Definitions of Independent Development

Independent Development means all activities undertaken by or on behalf of an Independent Party pursuant to, and as permitted in, Section 3.5(b) of this Agreement to develop a Collaboration Product for a Proposed Use that has not been selected under such Section for Development jointly by the Parties, in order to achieve Regulatory Approval or enhancements to product labeling of such Collaboration Product in the Territory, including such clinical trials and other activities conducted with the intent to, and as are necessary to, generate data for submission to regulatory authorities in support of an application for Regulatory Approval necessary to permit the commercialization of the Collaboration Product for such Proposed Use in the Territory.

Independent Development means any engineering efforts undertaken by or on behalf of either party, but specifically excluding those efforts undertaken by a party on behalf of the other party in consideration for payment by the party receiving such services (including, without limitation, services provided pursuant to a Statement of Work, and consulting services provided herein).

Independent Development has the meaning set forth in Section 8.9 (Specific Implementation Restrictions).

Independent Development means the undertaking of any and all development work that is:

Independent Development or "Independently Developed". Independent Development or Independently Developed shall mean any development conducted by one Party independently of the other Party in accordance with Sections 4.3(b) and/or 4.4(b).

Independent Development means NEC development done by NEC and not by the Parties jointly.