Improvements and Developments. (a) Each Party acknowledges and agrees that improvements or modifications to Customer Property may be made by or on behalf of Manufacturer (“Improvements”), and creative ideas, proprietary information, developments, or inventions may be developed under or in connection with this Agreement by or on behalf of Manufacturer (“Developments”), in each case either alone or in concert with Customer or Third Parties.
Improvements and Developments. Unless otherwise agreed to in writing by FALCON, any and all Improvements shall be the exclusive property of FALCON and Xxxxx agrees to perform all actions necessary or desirable to vest and confirm ownership of Improvements in FALCON. “Improvements” shall mean any inventions, developments, enhancements, adaptations, advancements and other intellectual property, whether or not patented or patentable, derived from, associated with or relating to the manufacturing and molding process used for the Products, any component thereof, their tooling, or any production process, technique or procedure which may be discovered, developed, invented or acquired by FALCON in whole or in part. Buyer acknowledges that FALCON expends and provides considerable time, resources, and expertise in connection with the intake and preparation of Products for production, including, but not limited to, molding process optimization, material selection, and other development and application of intellectual property and proprietary practices (“Development Costs”), and that FALCON undertakes those efforts with the reasonable expectation that it will be retained to provide significant production of the Products. Should the supply relationship between Buyer and FALCON embodied in these terms and conditions terminate prior to purchase of a total quantity of Products equal to three (3) full years of production volume as indicated in the original project information provided to Buyer, FALCON shall be entitled to issue Buyer an invoice for the unrecovered portion of the Development Costs based upon the actual purchases of Products relative to this forecasted amount, as determined by FALCON in its reasonably exercised sole discretion. The terms of such invoice shall be as provided in Section VI of these terms and conditions and Buyer further acknowledges that any amounts due in connection with Development Costs shall be subject to FALCON molders’ lien rights pursuant to applicable law.
Improvements and Developments. (a) Each Party acknowledges and agrees that improvements or modifications to Purchaser Property may be made by or on behalf of Producer (“Improvements”), and creative ideas, proprietary information, developments, or inventions may be developed under or in connection with this Agreement by or on behalf of Producer (“Developments”), in each case either alone or in concert with Purchaser or any Third Parties; provided that no rights shall be provided to any such Third Parties with respect to the Purchaser Property or any such Improvements or Developments unless expressly contemplated herein.
Improvements and Developments. 4.1 BGL shall promptly disclose in writing to BIOMIN all inventions, improvements and developments made by its employees contractors or agents of which it is aware in respect of the BIOX(R) Process or the BIOX(R) Plant.
Improvements and Developments. 2.7.1 The Parties acknowledge that significant intellectual property, unique processes and trade secrets (“Intellectual Property”) are embodied in the Equipment and Technology, and the systems and activities thereof, and in the LH Products and the systems and activities thereof. Each of the parties hereto further acknowledges and agrees that neither party has an interest in the Intellectual Property of the other party and that no transfer of such Intellectual Property is implied or will occur in connection with this Agreement or any project hereunder or for any specific Intellectual Property use license agreement that may need to be executed as part of a project. Each of the parties shall ensure that its research partners such as public or private laboratories involved in joint research, development or R&D projects shall be bound not to infringe any of OOIL’s or LH’s rights in its Intellectual Property.
Improvements and Developments. All business ideas, concepts, inventions, improvements, developments and any other intellectual property of any sort made or conceived by Employee, either solely or in collaboration with others, during the period of employment (whether or not during working hours) shall become and remain the sole and exclusive property of Employer, its successors and assigns. Employee will promptly disclose in writing to Employer all such ideas, concepts, inventions, improvements, developments and other intellectual property, and will cooperate fully in confirming, protecting and obtaining legal protection of Employer's ownership rights. Employee hereby represents and warrants to Employer that Employee has not invented or conceived any ideas, concepts, inventions, improvements, developments and other intellectual property prior to becoming employed by Employer. At the request of the President and Chief Executive Officer of Employer, whether or not made during the period of his employment hereunder, Employee agrees to execute such confidentiality agreements (consistent with Section 13 above) assignments of intellectual property rights and other documents as hereafter may reasonably be determined by the President and Chief Executive Officer of Employer to be appropriate to carry out the purposes of this Section and Section 13 above. The obligations of Employee in this Section shall continue in effect after termination of Employee's employment for any reason.
Improvements and Developments. A. All subsequent technical innovations or improvements to the Licensed Technology that is developed by Licensor after the Effective Date of this Agreement shall automatically be incorporated into the Licensed Technology.
Improvements and Developments. For so long as the license provided in Section 4.1 is in effect, any improvements or developments of BioScan Background IP or Developed IP during or after the termination of the Project which are or would be useful in the manufacture, sale or use of catheters or related devices or procedures in the Field shall be included in the license granted to Spectranetics herein. BioScan shall make prompt, full and complete written disclosures to Spectranetics of all information relating to each such improvement or development. ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.
Improvements and Developments. 5.1 Each Party hereto shall promptly disclose to the other all improvements and developments of the MSI EXPLOSIVES TECHNOLOGY, PRODUCTS, and EQUIPMENT which either Party may come to possess and which such Party is at liberty to disclose to the other Party. The only circumstance in which a Party shall not be at liberty to make such disclosure shall be when that Party is prevented by legislation or other governmental or official prohibition from making the disclosure, or if that Party is prevented from making disclosure by reason of a contractual obligation or law.
Improvements and Developments. As part consideration for OSI's ----------------------------- causing RSPI to grant to ECIL and the Company the Licenses, any improvement to the Products or the Proprietary Technology made by ECIL or by the Company shall be the sole property of OSI. If any patents result from any such improvements, such patents shall be solely owned by OSI, and the Company shall be granted a no-cost transferable shop rights license for such patents for the life of the patents. ECIL and the Company agree to promptly disclose any and all such improvements (including inventions) to OSI, and to cooperate in securing and perfecting any protectable intellectual property rights to such improvements. Any inventions, developments, or patents relating to the Products and resulting from sole development by OSI, or by OSI in conjunction with other parties, shall be the sole property of OSI, and the Company shall be granted an option to include in the Licenses any such inventions, developments or patents.
