Developments and Improvements. All right, title and interest, including all rights under all copyright, patent and other intellectual property laws, in and to any developments, additions or improvements to the Software or the WeBill Technology arising from VAR providing Services shall vest exclusively in WeBill and the VAR shall take all steps and sign all documents (upon demand) to give effect to the provisions of this clause.
Developments and Improvements. Axia shall have no obligation to make improvements to the Livewire Functionality, or to incorporate any Developments into the Technology. In the event that Axia shall conceive of any Development that Axia determines to incorporate into the Technology, Axia shall disclose such Development to Licensee, and such Development shall thereafter be deemed part of the Technology licensed pursuant to this Agreement.
Developments and Improvements. 5.1 If during the term of this Agreement, Licensor shall develop new improvements and/or additional know-how pertaining to DWDM or POF, Licensor shall forth with supply Licensee with complete details thereof. Licensee shall have a period of thirty (30) days from the receipt of such details to notify Licensor in writing of its intentions to obtain a license for the use of such improvements and/or Know-how. Failure to respond shall be deemed a refusal. The parties agree to negotiate in good faith the terms and conditions of such licence. Licensor agrees not to disclose such details until the first of: i) termination of licence DWDM/POF Licence Agreement Page 6 -------------------------------------------------------------------------------- negotiations or ii) six (6) months have elapsed since the date on which the details where disclosed to Licensee.
Developments and Improvements. Company shall disclose and license on a non-exclusive basis to Contractor, solely for the purposes of Contractor’s performance under this Agreement, all of its Improvements to the Products that come into existence for the assembly, packaging or testing of the Products that are not subject to contractual restrictions on disclosure with third parties. Likewise, Contractor shall disclose and license on a non-exclusive basis to Company, solely for the purposes of Company’s performance under this Agreement, all of its Improvements to the Products.
Developments and Improvements. (a) If during the Term hereof, Licensor shall develop or obtain new or derivative rights or make or acquire any new developments, improvements or modifications to the Property or developments, improvements or modifications to the Compound not amounting to a Compound Derivative as defined below (the “Licensor’s Improvements”) relating to the Purposes, Licensor shall promptly advise Licensee of any and all information concerning the Licensor’s Improvements. The Licensor’s Improvements relating to the Purposes shall be deemed to be included in the licenses granted herein by Licensor to Licensee; provided, however, that the Licensor’s Improvements shall be and remain the exclusive property of Licensor. To the extent that a compound is developed by Licensor after the date of this Agreement that is derived from the Compound, has a similar structure to the Compound or has similar biological activity as the Compound and is of sufficient magnitude of difference to the Compound that experts in the field would agree that it is a different compound than the Compound (a “Compound Derivative”), then Licensor shall offer Licensee the first right to license the Compound Derivative for the Purposes in the Territories in the Authorized Channels of Trade. Licensor shall make an offer, in writing, to Licensee to license such Compound Derivative and shall provide Licensee with sufficient safety, efficacy, and other relevant data, similar to that provided for the Compound, to enable Licensee to ascertain interest in such the Compound Derivative (“Data”). Licensee shall either reject such offer in writing or the parties shall negotiate in good faith the rights to such the Compound Derivative during the 90 day period, which period begins when Licensor provides Licensee with all Data, following Licensor’s written offer. If the parties do not execute a license to such the Compound Derivative during such 90 day period, Licensor shall be free to offer the Compound Derivative to any third party for any use whatsoever, but on substantially similar terms as those offered to Licensee. At Licensee's request, Licensor agrees to continue to provide the Compound as comprised as of the Effective Date irrespective of any of Licensor's Improvements or Compound Derivatives.
Developments and Improvements. 6.1 LICENSEE hereby agrees to notify the LICENSOR promptly of any improvement to the PATENTS within the scope of this Agreement, which it may develop or which may be brought to its attention. It is understood that any improvement ("IMPROVEMENT") to the PATENTS developed by LICENSEE or its allowed sub-contractors or sub-licensee during the term of this Agreement shall be owned exclusively by LICENSOR and details thereof and same shall automatically be included under the terms of the License granted by this Agreement. To the extent that any part of the IMPROVEMENTS is not construed to be the exclusive property of LICENSOR, LICENSEE, on its behalf, on behalf of its employees and any others used by LICENSEE, hereby irrevocably assigns to LICENSOR all rights, title and interests to all such part of the IMPROVEMENTS and hereby irrevocably waives all moral rights in all such part of the IMPROVEMENTS and hereby agrees to obtain specific assignments from its employees and any others used by it to give full force and effect to the foregoing. LICENSEE hereby agrees to do all things necessary to enable LICENSOR to secure patents, copyrights and other rights relating to the IMPROVEMENTS, including, without limitation, the execution of a specific assignment of title to any part of the IMPROVEMENTS to LICENSOR.
Developments and Improvements. 5.1 Licensor acknowledges that Licensee will continue to develop, add to, enhance, improve or otherwise modify the Licensed Material for the Target Market and agrees that Licensee shall be the sole and absolute owner of: (i) all enhancements, additions, improvements, developments, additions or other modifications to any of the Licensed Material (including, without limitation, derivative software); and (ii) all new software, inventions, technologies, know- how, trade-secrets, processes and other developments, whether or not relating to the Subject Matter of this Agreement (collectively, the "New Technologies"). Licensor shall cooperate fully and assist Licensee in obtaining, at Licensee's expense, all patents, copyrights, industrial designs, trade marks and other intellectual property registrations with respect to the New Technologies.
Developments and Improvements. (a) If during the Term hereof, Licensor shall develop or obtain new or derivative rights or make or acquire any new developments, improvements or modifications to the Property or the Compound (the “Licensor’s Improvements”) relating to the Purposes, Licensor shall promptly advise Licensee of any and all information concerning the Licensor’s Improvements. The Licensor’s Improvements relating to the Purposes shall be deemed to be included in the licenses granted herein by Licensor to Licensee; provided, however, that the Licensor’s Improvements shall be and remain the exclusive property of Licensor.
Developments and Improvements. (i) If the Licensor makes any further improvements or enhancements any Technology, or becomes the owner of any new improvements or enhancements to any relevant Technology, then Licensor shall communicate such improvements to Licensee, and such improvements shall be automatically included within the definition of Technology herein and subject to the License grant hereof.
Developments and Improvements. 4..1 All LICENSOR IMPROVEMENTS shall be the property of LICENSOR. LICENSEE shall cooperate fully with, and assist LICENSOR in obtaining, at LICENSOR'S sole cost and expense, such patents, copyrights, trademarks, and other intellectual property registrations with respect to LICENSOR IMPROVEMENTS in the United States as LICENSOR may reasonably request. LICENSOR shall use its best efforts to obtain such patents, copyrights, and other intellectual property registrations with respect to LICENSOR IMPROVEMENTS in the United States and in such other countries as the LICENSED PATENT may be filed.
