Metabasis Technology definition
Examples of Metabasis Technology in a sentence
In addition, Merck shall promptly disclose to Metabasis inventions within the Metabasis Technology and Metabasis shall promptly disclose to Merck inventions within the Merck Technology, in each case, made in connection with this Agreement.
All right, title, and interest in and to Metabasis Technology shall, as between the Parties, be solely owned by Metabasis.
Each Party shall promptly execute all papers and instruments, and/or require its employees or contractors to execute such papers and instruments, as applicable, so as to effectuate the ownership of Prior Technology, Collaboration Technology, Joint Technology, Merck Technology and Metabasis Technology set forth in this Section 7.1 and to enable the other Party to apply for and to prosecute Patents as contemplated by Section 7.2.
Merck hereby assigns to Metabasis all right, title and interest it may have in any Metabasis Technology.
The Parties agree that Metabasis shall have the sole right to control publication with respect to any Metabasis Technology; provided that such publication shall not disclose any Confidential Information of Merck.
Metabasis shall have the sole right to initiate and prosecute any legal action to enforce Metabasis Technology at its own expense and in the name of Metabasis, and to control the defense of any declaratory judgment action relating to Metabasis Technology.
Merck desires to obtain licenses under the Metabasis Technology and Metabasis' interest in the Collaboration Technology and Prior Technology (as each such term is hereinafter defined) to develop and commercialize Products in the Field (as hereinafter defined), and Metabasis desires to grant such licenses, in each case upon the terms and conditions set forth herein.
Nothing in this Section will limit Metabasis' use (itself or with any Affiliate or Third Party) of Metabasis Technology without Merck for any purpose other than for the research and development of HCV antiviral compounds [***] incorporating HepDirect Technology in the Field and subject to the license granted to Merck with respect to the Collaboration Compounds and Products under Article 3.
Subject to the terms and conditions of this Agreement, Metabasis hereby grants to Merck, during the Research Term, an exclusive (even as to Metabasis, except as set forth below in this Section 4.1(a)(i)), worldwide, royalty free license, without the right to sublicense except as permitted under Section 2.3, under the Metabasis Technology and Metabasis’ interest in the Joint Technology solely to perform Merck’s obligations under the Research Plan as expressly authorized by this Agreement.
For clarification, Metabasis Technology is Confidential Information of Metabasis, and Roche Technology is Confidential Information of Roche, and Joint Technology shall be deemed Confidential Information of both parties.