Serono Background Technology definition

Serono Background Technology means all Patents and Know-How owned or Controlled by Serono which are: (a) existing on the Effective Date or discovered or developed during the Term of the Collaboration (i) outside of the Collaboration or (ii) within the Collaboration but are of general application (for example, have application to other proteins in addition to the Serono Targets); and (b) necessary for the conduct of the Collaboration. Any Serono Background Technology shall be deemed Confidential Information of Serono subject to the rights and obligations set forth in Article 6 hereunder.
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Serono Background Technology means (a) any inventions, discoveries, ---------------------------- know-how, methods, processes, data, information, technology, research tools, compositions, formulas and tangible materials Controlled by Serono or its Affiliates that (i) as of the Effective Date, Serono knows or should know (based on at least preliminary data) to be necessary, (ii) other than Project Technology, are actually used by Serono or its Affiliates, during and in the course of the Development Project, or (iii) are included in Serono Background Technology by consent of the Controlling party pursuant to Section 4.2, in any case for the development, manufacture or use of Licensed Products, including the technology listed in Exhibit 1.70 hereto (the "Serono Technology"); (b) other ----------------- than Project Technology, any and all improvements to the Serono Technology, to the extent invented, discovered, developed or otherwise generated by Serono or its Affiliates during any Development Project Term and prior to the time, if any, at which Serono [*] designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission has elected to terminate its roles and responsibilities with respect to all Development Projects pursuant to Section 4.8; and (c) all Patent Rights, trade secrets, and other intellectual property rights anywhere in the world in and to any of the Serono Technology and improvements described in (a) or (b) of this Section.
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Serono Background Technology means (a) all inventions, discoveries, know-how, methods, processes, data, information, technology, research tools, compositions, formulas and tangible materials Controlled by Serono or its Affiliates that (i) as of the Effective Date, Serono knows or should know (based on at least preliminary data) to be necessary for Serono’s development obligations under this Agreement, (ii) are necessary for BioMarin, its Affiliates and Sublicensees to develop, use, sell, offer to sell, or import Licensed Products, (iii) is used by Serono in connection with any Licensed Products, or (iv) other than Project Technology, are actually used by Serono or its Affiliates, during and in the course of Serono’s development obligations under this Agreement (collectively, the “Serono Technology”); (b) other than Project Technology, any and all improvements to the Serono Technology, to the extent invented, discovered, developed or otherwise generated by Serono or its Affiliates directly through Serono’s development obligations hereunder; and (c) all Patents, trade secrets, and other intellectual property rights anywhere in the world in and to any of the Serono Technology and improvements thereto described in subsections (a) and (b), above.
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Examples of Serono Background Technology in a sentence

  • Merck Serono hereby grants to BioMarin a non-exclusive, worldwide, irrevocable, perpetual and non-terminable, transferable, fully paid-up license, including the right to sublicense, under all Intellectual Property rights in the Merck Serono Background Technology as reasonably necessary for BioMarin, its direct and indirect licensees of the Transferred Intellectual Property, and its and their respective direct and indirect customers to Exploit the Transferred Intellectual Property within the Field.

  • Each Party hereby grants to the other, a non-exclusive, non-transferable, royalty-free license to practice and use the Serono Background Technology, the SGX Background Technology and such Party's interest in the Collaboration Technology solely to conduct the Collaboration; PROVIDED, HOWEVER, that Serono is able to grant such license to the Serono Background Technology without paying any royalties or other fees to Third Parties.

  • At Serono's discretion, promptly following the Effective Date and during the Term of the Collaboration, Serono will provide SGX, at Serono's expense, with reasonable quantities of such available Serono Materials and other Serono Background Technology as are necessary for the conduct of the Collaboration by SGX; PROVIDED, HOWEVER, that Serono is able to provide such Serono Materials and Serono Background Technology without paying any royalties or other fees to Third Parties.

  • Serono shall be responsible, at its sole discretion and expense, for the preparation, filing, prosecution and maintenance of the Patents within the Serono Background Technology, in countries selected by Serono, and for conducting any interferences, reexaminations, reissues, and oppositions, or requesting any patent term extensions relating thereto.

  • DELIVERIES; TRANSFERS AND ASSIGNMENTS 17 Section 4.01 Transferred Assets 17 Section 4.02 Regulatory Transfer Letters 18 Section 4.03 Safety Data Exchange 18 Section 4.04 Transitional Trademark License 18 Section 4.05 Merck Serono Background Technology 19 Section 4.06 Non-Assignable Assets 19 Section 4.07 Assigned Contracts 20 ARTICLE V.

  • Notwithstanding anything to the contrary herein, Serono shall be solely responsible, at its sole discretion and expense, for preparing, filing, prosecuting, maintaining and defending in such countries where it deems appropriate Patents within Serono Background Technology, and for conducting any interference, re-examination, reissue and opposition proceedings relating to such Patents.

  • In addition to SGX's receipt of the rights described in Section 4.6(b) above, at SGX's request, Serono shall grant to SGX [...***...] (subject to [...***...] by [...***...]), [...***...], royalty bearing license ([...***...]) under Serono's interest in any Collaboration Technology (other than that which constitutes Serono Background Technology) owned or Controlled by Serono to the extent necessary to make, have made, use, import, offer for sale and sell an applicable Collaboration Product.