Material Improvement definition
Examples of Material Improvement in a sentence
Each Party shall promptly disclose to the other Party all Intellectual Property that (i) is invented by such Party, its employees, agents and consultants pursuant to this Agreement and (ii) that is (r) [***], (s) [***], (t) [***], (u) [***], (v) a Regeneron Product Invention, (w) a Regeneron Materials Improvement, (x) an Intellia Material Improvement, (y) [***] or (z) Intellia CRISPR-Cas IP.
During and after the Term, MacroGenics shall promptly notify Pfizer of any Pfizer Proprietary Material Improvement developed by MacroGenics and shall cooperate fully in obtaining patent and other proprietary protection for such Pfizer Proprietary Material Improvement.
Each Party shall promptly disclose to the other Party any Joint Invention, Sole Invention, Agreement T-DART IP or Pfizer Proprietary Material Improvement, including all invention disclosures or other similar documents submitted to such Party by its or its Affiliates’, employees, agents or independent contractors describing such foregoing invention, and shall cooperate to promptly determine each Party’s inventive contribution thereto.
Such protection shall be obtained in the name of Pfizer and at Pfizer’s cost and expense, and MacroGenics, without limitation, shall execute and deliver all requested applications, assignments and other documents, and take such other measures, as Pfizer shall reasonably request, in order to perfect and enforce Pfizer’s rights in any Pfizer Proprietary Material Improvement.
Each Material Improvement and each item of Material Personal Property is adequate for its present and intended uses and operation and neither the Company nor any of the Subsidiaries has any intention to use or operate any Material Improvement or any item of Material Personal Property other than as presently used or operated.
Such protection will be obtained in the name of Pfizer and at Pfizer’s cost and expense, and Sangamo will, and will cause its Affiliates to, execute and deliver all requested applications, assignments and other documents, and take such other actions as Pfizer may reasonably request, in order to perfect and enforce Pfizer’s rights in any Pfizer Material Improvement.
Sangamo will promptly notify Pfizer of any Pfizer Material Improvement made by Sangamo or its Affiliates and will cooperate fully in obtaining patent and other proprietary protection for such Pfizer Material Improvement.
For clarity, the insertion by Sangamo of any nucleic acid sequence, whether encoding a Compound, promoter, or other component, into any Pfizer Material [ * ] shall not be deemed an improvement or enhancement to, or a derivative or modification of such Pfizer Material and shall not be deemed a Pfizer Material Improvement.
Pfizer, on behalf of itself and Pfizer Affiliates, hereby assigns and agrees to assign to eFFECTOR all of Pfizer’s and Pfizer’s Affiliates’ right, title and interest in and to any and all such eFFECTOR Material Improvement.
In the event this Agreement shall be terminated by reason of the default of the Manager as provided in this Agreement, prior to the completion of any Approved Material Improvement any and all Plans and Specifications, reports, estimates and models which shall have been prepared or made in connection with any such Approved Material Improvement and which shall be in the possession of, and owned by, the Manager and its Approved Subcontractors, shall become the property of the County.