Prior Technology definition
Examples of Prior Technology in a sentence
Government Prior Technology: In the event it is necessary for the Government to furnish the CM or any Research Project Awardee, including their respective employees or their subawards of any tier, with Data which existed prior to, or was produced outside of this Agreement, and such Data is so identified with a suitable notice or legend, the Data will be maintained in confidence and disclosed and used only for the purpose of carrying out their responsibilities under this Agreement.
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.
Company retains all right, title and interest in and to all software, programming documentation, technical ideas, concepts, know-how, inventions, discoveries, improvements, techniques, notes, models, writings, reports, formulas, specifications, memoranda, computer source code and documentation and other data and all related intellectual property rights, created, conceived and developed by Company prior to the commencement of this Agreement (the "Company Prior Technology").
It is understood that, except as expressly set forth in this Agreement, neither Party shall have any right to research, develop, commercialize and/or otherwise exploit Prior Technology without the express written consent of the other Party.
All right, title, and interest in and to all derivative works, enhancements, extensions and modifications of or related to Company Prior Technology or other products developed in whole or in part by Company, including without limitation all intellectual property rights therein (the "Company Developed Technology") shall be the sole property of Company whether developed by Company, CEO or any other party in performing the Services or otherwise.
Metabasis shall inform persons working on its behalf on the Research Program of Metabasis' obligations under this Section and under Section 8.1 and shall instruct such persons to comply herewith and therewith and shall further instruct such persons to avoid sharing or utilizing Merck Confidential Information, Merck Technology, Prior Technology and Collaboration Technology with any individuals working on Metabasis Internal Program.
Collaboration Technology and Prior Technology shall be deemed Information of both Parties.
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.
Each Party hereby assigns to the other a joint ownership interest in and to its interest in the Prior Technology.
Any patents or patent applications [***] shall not be considered part of Collaboration Technology or Prior Technology and the claims of such Patents shall not be subject to the license provisions of Article 3.