RMS Technology definition
Examples of RMS Technology in a sentence
Epizyme, Eisai and/or their Affiliates shall be solely responsible (at its or their own expense) for obtaining and maintaining any licenses or other rights to access or use any Third Party technology, patents or other intellectual property rights that are necessary to ensure that the development, manufacture, use or commercialization of the Pharmaceutical Partners Product (but not the RMS Technology or the RMS Product) does not directly infringe such Third Party intellectual property.
RMS and/or its Affiliates shall be solely responsible (at its own expense) for obtaining and maintaining any licenses or other rights to access and/or use any Third Party technology, patents or other intellectual property rights that are necessary to ensure that the development, manufacture, use or commercialization of the RMS Technology or the RMS Product (but not the Pharmaceutical Partners Product) does not directly infringe such Third Party intellectual property rights.
Acquisition of such Third Party intellectual property rights is at the sole discretion of RMS and its Affiliates for any Third Party intellectual property on the RMS Technology or the RMS Product (but not the Pharmaceutical Partners Product) and at the sole discretion of Epizyme, Eisai and/or their Affiliates for any Third Party intellectual property on the Pharmaceutical Partners Product (but not the RMS Technology or the RMS Product).
RMS shall also be responsible for ensuring that each such Contract Laboratory has or is provided the necessary equipment (including any RMS Technology and any necessary upgrades) needed to perform the RMS Product, which equipment shall be provided on terms to be agreed upon between RMS and the Contract Laboratories; provided that such terms will be consistent with the standard terms currently being offered by RMS to its other Third Party customers for such equipment (the “Standard Terms”).
BEBIG shall supply only RMS with the Product and BEBIG shall have no rights to supply the Product to any third party nor to use the RMS Technology to manufacture any other device for any other purpose.
Upon termination of this Agreement, BEBIG shall cease all design, development, and manufacture of the Product and shall grant RMS a perpetual worldwide, non-exclusive, fully paid-up, royalty free license to all new and/or improved RMS Technology as described in Section 1.4 of this Addendum.
BEBIG and RMS acknowledge and agree that during the period of this Agreement the parties may solely or jointly develop improvements to the RMS Technology.
BEBIG agrees that it is to have no right, title or interest in or to the RMS Technology.
BEBIG hereby agrees that, for any sole or joint improvement to RMS Technology not covered under any RMS patent, know how or trade secret, BEBIG will grant RMS a perpetual, worldwide, non-exclusive, fully paid-up, royalty free license to all patent, trade secrets and copyright rights and other proprietary rights therein, and enhancements and upgrades made to the RMS Technology during the manufacturing and supply of the Product.
For purposes hereof, "RMS Technology" shall mean all know-how, drawings, sketches, configurations, models, prototypes, designs, schematics, layouts, inventions, processes, machines, ideas, concepts and any other information owned by RMS or developed by RMS which is used in the design, development, modification, improvement and manufacture of the Product, including, without limitation, all patent, trade secret and copyright rights, and any other proprietary rights.