Improvements to Products Sample Clauses

Improvements to Products. (a) The Company shall make such modifications, adjustments, enhancements and/or improvements (collectively "Improvements") to the SafeScience Consumer Cleaning Formulas as requested by SafeScience. SafeScience shall have all right, title and interest to any such Improvements to the SafeScience Consumer Cleaning Formulas. SafeScience shall pay the Company all reasonable expenses incurred by the Company on a time and materials basis in connection with Improvements to the SafeScience Consumer Cleaning Formulas. Prior to beginning any Improvements to the SafeScience Consumer Cleaning Formulas, the Company shall provide an estimate to SafeScience of its time and material costs in connection with Improvements to the SafeScience Consumer Cleaning Formulas.
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Improvements to Products. (a) Except as provided herein, no rights are granted to Xerox or any Xerox Affiliated Company under any Flextronics Intellectual Property nor are any rights granted to Flextronics or any Flextronics Affiliated Company under any Xerox Intellectual Property that is developed, invented, conceived or otherwise acquired prior to the date of this Agreement. Xerox and Flextronics agree that all Improvements, whether made by Flextronics or Xerox or any other person or entity, during the Term shall be and remain the sole and exclusive property of Xerox and Xerox shall own all rights in and to any such Improvements. Accordingly, Flextronics hereby grants, assigns, and agrees to grant and assign to Xerox (or to the entity or entities directed by Xerox) all right, title and interest in all Improvements, together with all patents, copyrights, trade secrets, and other intellectual property therein. Whenever applicable, copyrightable Improvements shall be considered work made for hire for Xerox. Additionally, Flextronics hereby grants and agrees to grant to Xerox and to any party designated by Xerox a paid-up, worldwide, unrestricted right and license under any intellectual property rights obtained by Flextronics or any Flextronics Affiliated Company based upon or derived from Xerox Confidential Information and any intellectual property rights obtained by Flextronics or any Flextronics Affiliated Company derived from Xerox Intellectual Property. Such license shall be exclusive to Xerox within the field of Printing and Publishing and non-exclusive outside such field. Flextronics shall (and shall cause all Flextronics Affiliated Companies to), at Xerox's expense, execute all documents and do all things necessary to enable Xerox to obtain full legal title in and to such Improvements and intellectual property therein. In return for Flextronics' obligations pursuant to this Section 19.4(a), Xerox shall not license, assign, or transfer (or enter into an agreement not to assert) intellectual property transferred pursuant to this Section 19.4(a) (including but not limited any intellectual property rights in the Improvements) to any entity or individual (except Xerox Affiliated
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Improvements to Products. During the first year of this Agreement, Licensor covenants and agrees to use reasonable efforts to refine the development process for the Technology and the Martek Product and timely to notify Licensee (in accordance with its obligations to supply quarterly written reports to Licensee under Section 13.1 of this Agreement) of any improvements or modifications thereto and to make the relevant information and technology available as promptly as possible for use by Licensee in accordance with this Agreement. In the event that Licensee terminates this Agreement on or before the first anniversary date of this Agreement due to Licensor’s failure to comply with its obligations described in the preceding sentence, Licensee shall be relieved of its obligation to pay to Licensor the fee described in Section 4.1 (ii) of this Agreement, and such relief from such obligation shall be Licensee’s sole and exclusive remedy with respect to Licensor’s failure to comply with its obligations described in the preceding sentence. Licensee shall have the right to make improvements or modifications to the Technology or the Martek Product during the term of this Agreement, and, in the event Licensee makes any improvements or modifications to the Technology or the Martek Product, (i) Licensor shall during the term of this Agreement have a royalty free right to use such improvements or modifications, (ii) the Technology or the Martek Product as so improved or modified shall be subject, to the terms of this Agreement, and (iii) Licensee shall give Licensor prompt written notice of any such improvement or modification.
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Improvements to Products. During the first year of this Agreement, Licensor covenants and agrees timely to notify Licensee (in accordance with its obligations to supply quarterly written reports to Licensee under Section 13.1 of this Agreement) of any improvements or modifications thereto and to make the relevant information and technology available as promptly as possible for use by Licensee in accordance with this Agreement. Licensee shall have the right to make improvements or modifications to the Technology or the Martek Product during the term of this Agreement, and, in the event Licensee makes any improvements or *CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION modifications to the Technology or the Martek Product, (i) Licensor shall during the term of this Agreement have a royalty free right to use such improvements or modifications, (ii) the Technology or the Martek Product as so improved or modified shall be subject to the terms of this Agreement, and (iii) Licensee shall give Licensor prompt written notice of any such improvement or modification.
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Improvements to Products. During the first two years of this Agreement, Licensor covenants and agrees to use reasonable efforts to refine the development process for the Technology and the Martek Product and timely to notify Licensee of any improvements or modifications thereto and to make the relevant *CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION information and technology available as promptly as possible for use by Licensee in accordance with this Agreement. In the event that Licensee terminates this Agreement on or before the second anniversary date of this Agreement due to Licensor’s failure to comply with its obligations described in the preceding sentence, Licensee shall be entitled to elect to terminate this Agreement and, (A) if such election is made before the first anniversary date of this Agreement, Licensee shall be relieved of its obligation to pay to Licensor the fee payable on the first anniversary of this Agreement and described in Section 4.1 of this Agreement and shall be entitled to elect to have the fee paid on the date hereof refunded to it in the manner specified in Section 3.5 of this Agreement (except as provided in the following sentence) or, (B) if such election is made after the first anniversary date of this Agreement and before the second anniversary date of this Agreement, Licensee shall be entitled to elect to have the fee paid on the date hereof and on the first anniversary date of this Agreement and described in Section 4.1 of this Agreement refunded to it in the manner specified in Section 3.5 of this Agreement (except as provided in the following sentence), and such relief from such obligation and/or such refund, as applicable, shall be Licensee’s sole and exclusive remedy with respect to Licensor’s failure to comply with its obligations described in the preceding sentence. Licensee’s election to terminate this Agreement pursuant to this Section 7.1 shall terminate at the earliest to occur of the second anniversary of this Agreement, the date on which the Mxxx Jxxxxxx Product is first commercially introduced anywhere in the world, or the date on which the Licensee breaches this Agreement. Licensee shall have the right to make improvements or modifications to the Technology or the Martek Product during the term of this Agreement, and, in the event Licensee makes any improvements or modifications to the Technology or the Martek Product, Licensee shall be the sole owner of such improvements or modific...
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Improvements to Products. Licensee shall have the right to make improvements or modifications to the Technology or the Martek Product during the term of this Agreement, and, in the event Licensee makes any improvements or modifications to the Technology or the Martek Product, (i) Licensor shall during the term of this Agreement have a royalty free right to use such improvements or modifications, (ii) the Technology or the Martek Product as so improved or modified shall be subject to the terms of this Agreement, and (iii) Licensee shall give Licensor prompt written notice of any such improvement or modification. This Section 7.1 shall not be construed to require Licensee to pay to Licensor Royalties in excess of those otherwise due under this Agreement or otherwise increase Licensee’s obligations under this Agreement.
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Improvements to Products. The Distributor shall notify the Company forthwith in writing of all particulars of any improvement applicable to any Products (whether patentable or not) that it discovers or which comes to its or its Authorised Dealer’s attention during the term hereof. In any such case the Parties shall actively consider how and on what terms such improvements may be made available to the Company, and any other member of the Xxxxxxx Group or its licensees.
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Improvements to Products. The Seller agrees to show the Manufacturer any and all features, engineering designs, components and subassemblies conceived and developed by the Seller (except those conceived or developed by or at the direction of, or directly in conjunction with others) and incorporated into similar products or parts manufactured by the Seller not later than such time as they are shown to third parties. Incorporation of such features, engineering designs, components and subassemblies into the Products supplied to the Manufacturer shall be decided after consultations between the parties hereto.
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Related to Improvements to Products

  • Improvements to Premises Lessee shall take the Premises in its "as-is" condition for the Extended Term except for certain Leasehold Improvements (herein so called) to the Premises which shall be completed in accordance with the specifications attached hereto as Exhibit A (the "Approved Plans"), which have been approved by both Lessor and Lessee. Lessor shall cause the Leasehold Improvements to be installed or constructed in accordance with the Approved Plans by Lessor's contractor. So long as no Event of Default (or event which with notice or lapse of time could become an Event of Default) has occurred under the Lease, Lessor agrees to provide Lessee an allowance equal to One Hundred Fifty-Three Thousand One Hundred Nineteen and No/100 Dollars ($153,119.00) (the "Improvement Allowance"), which allowance is to be used solely for completion of the Leasehold Improvements in accordance with the Approved Plans, and an additional allowance equal to Three Thousand Two Hundred and No/100 Dollars ($3,200.00) (the "Architectural Allowance"), which allowance is to be used solely for space planning and design services for the Premises. In the event that any alterations or modifications to the Premises are required in order to comply with applicable law, including, without limitation, the Americans with Disabilities Act of 1990, as amended, or the State of Texas equivalent laws and regulations, the cost of any such alterations or modifications shall be satisfied out of the Improvement Allowance. The cost of the Leasehold Improvements and the space planning and design fees is to be paid by Lessor out of the Improvement Allowance and the Architectural Allowance, respectively. Any completed work (labor or materials) outside the scope of the Approved Plans or the cost of which is in excess of the Improvement Allowance or the Architectural Allowance, as the case may be, shall be at Lessee's sole cost and will be billed to Lessee by Lessor and will be due and payable within ten (10) days after Lessee's receipt of an invoice therefor. Notwithstanding the foregoing, Lessee will not be liable for work outside the scope of the Approved Plans or excess costs over the amount of the Improvement Allowance or the Architectural Allowance unless Lessee has consented in writing to such work outside the scope of the Approved Plans or excess costs prior to the commencement of such work or the incurring of such excess costs. Any portion of the Improvement Allowance or the Architectural Allowance remaining upon the completion of the Leasehold Improvements shall be deemed forfeited by Lessee. Lessor further acknowledges and agrees that Section 4.07 of the Lease is hereby amended to provide that Lessee shall not be required to surrender possession of the Premises to Lessor "in the same condition as when received", but rather shall be entitled to surrender possession of the Premises in the same condition as exists upon the completion of the Leasehold Improvements described in Paragraph 3 above, subject to any and all other requirements set forth in Section 4.07 of the Lease.

  • Development of Products (a) During the term of this Agreement, ViewRay may from time to time seek services from PEKO with respect to the development of certain Products that can be incorporated into the ViewRay Renaissance™ MRI-guided radiation therapy system. For each Program to be undertaken by PEKO pursuant to this Agreement, the parties will prepare a “Work Statement” and agree to said “Work Statement” in substantially the form attached as Attachment 1. Each Work Statement will describe: (i) the (i) services that PEKO will be responsible for providing to ViewRay and the deliverables that PEKO will be responsible for delivering to ViewRay (“Deliverable(s)”), (ii) delivery schedule for the Deliverables, (iii) pricing terms, (iv) work plan for the Program, and (v) ViewRay’s responsibilities in connection with the Program. Each Work Statement will be prepared based upon the requirements and information provided to PEKO by ViewRay. A separate Work Statement will be required for each Program; and each Work Statement will become subject to this Agreement only when mutually agreed and signed by ViewRay and PEKO.

  • Access to Properties Subject to the rights of Tenants, Borrower shall permit agents, representatives and employees of Lender to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice.

  • Joint Improvements Rights and title to the Technology, whether or not patentable, and any patent applications or patents based thereon, which directly relate to and are not severable from Licensor IP and which are improvements thereto by both LICENSOR AND LICENSEE shall be jointly owned intellectual property by LICENSOR AND LICENSEE.

  • Additional Products Throughout the Term, Rockwell shall provide to DaVita and the DaVita Facilities the right to purchase and/or lease all current or new products manufactured, utilized, licensed, sold or distributed by Rockwell or any of its Affiliates (including products and product lines acquired by Rockwell or any of its Affiliates as a result of an acquisition, merger or other transaction involving Rockwell or any of its Affiliates) that are or that become Commercially Available and which are not already covered by this Agreement or by any other agreement, whether written or oral, between the parties hereto (such products are collectively referred to as “Additional Products” and individually as an “Additional Product”). Rockwell agrees to include DaVita in all of its and its Affiliates distributions of customer announcements regarding Rockwell’s or its Affiliates’ Additional Products. The purchase price for any such Additional Products shall be negotiated by the parties hereto in good faith and the agreed upon purchase price shall be memorialized in writing as a supplement or amendment to this Agreement. Rockwell covenants and agrees that it shall only make an offer for the sale of any Additional Product(s) to DaVita’s Vice-President of Clinical Operations, Chief Medical Officer, or Vice-President of Purchasing, and not to any DaVita Facility directly; provided that the purchase of any Additional Product by DaVita or any DaVita Facility through a Rockwell product catalog made generally available to the dialysis community shall not be a breach by Rockwell of this Section 8.1. If Rockwell or any of its Affiliates acquires any Additional Product(s) as a result of an acquisition, merger or other transaction involving Rockwell or any of its Affiliates with a Person with which DaVita or a DaVita Facility, as applicable, already has a purchase or rebate arrangement whether written or oral (a “Prior Agreement”), Rockwell or such Affiliate covenants and agrees that it shall continue to abide by all of the terms and conditions of such Prior Agreement or if DaVita requests, such Additional Product(s) shall be included in this Agreement on terms to be negotiated and determined by the parties hereto as provided in this Section 8.1.

  • Manufacturing Costs In the event of termination by Merck pursuant to Section 6.2, 6.3 or 6.6 above, Merck shall be entitled to [*****] (as defined herein) incurred by Merck for its Compound Delivered for the Study. [*****]

  • Development Schedule The schedule for design and development of the "BASE BUILDING WORK" (as defined below) and the "TENANT IMPROVEMENTS" (as defined below), including, without limitation, the time periods for preparation, delivery, review, and approval of construction documents and performance pursuant to such documents, shall be in accordance with the Development Schedule attached hereto as Schedule A, subject to adjustment as mutually agreed by the parties in writing or as provided in this Work Letter (the "DEVELOPMENT SCHEDULE").

  • Manufacturing Rights Manufacturing Rights will be governed by Attachment 6.

  • Access to Property Borrower shall permit agents, representatives and employees of Lender to inspect the Property or any part thereof at reasonable hours upon reasonable advance notice.

  • Supply of Products TheraSense shall be responsible for the ------------------ manufacture of FreeStyle Products for sale to Nipro.

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