IMPROVEMENT INVENTIONS Clause Samples

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IMPROVEMENT INVENTIONS. 9.1 Distributor shall have no right to make any modifications or improvements to the Product without Skinvisible's prior, written permission. In the event that Distributor does conceive, develop, or reduce to practice any invention or other information arising from or based upon the use of Skinvisible's Confidential Information or Product (hereinafter "Improvement Invention"), then Skinvisible shall be the sole owner of such Improvement Invention, which shall be subject to the exclusive distributorship grant of Article II. Should Distributor desire modification or improvement to be made to the Product, then it shall contract with Skinvisible under a separate agreement to develop such modifications or improvements. 9.2 Only Skinvisible shall have the right, in its sole discretion, to patent the Product and Improvement Inventions.
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IMPROVEMENT INVENTIONS. LICENSOR's inventions in the field of oral care which may be invented by LICENSOR during the term of this Agreement and which infringe or would have infringed (if the applicable Patent was valid, enforceable, and unexpired) one or more claims of the Patents ("Improvement Inventions") shall be incorporated into this Agreement and the right and license granted by LICENSOR to LICENSEE with respect to such Improvement Inventions shall automatically be valid, effective and binding upon LICENSEE and LICENSOR, without the necessity for any signatures or further action on the part of either of the parties hereto. LICENSOR shall promptly disclose to LICENSEE any Improvement Inventions in the field of oral care during the term of this Agreement either before or after filing a patent application on the invention. If LICENSOR discloses such Improvement Inventions to LICENSEE and LICENSEE fails to file a patent application within sixty (60) days of such disclosure, LICENSOR has the right, at LICENSOR's expense, to file such application in such Improvement Invention and LICENSOR will be the owner of such patent rights, subject to LICENSEE's right and license thereunder and the other terms of this Agreement.
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IMPROVEMENT INVENTIONS. Improvement Inventions shall be disclosed to Lynx promptly. Improvement Inventions shall be assigned to Lynx, and Lynx shall grant to AgrEvo a non-exclusive, worldwide, royalty-free, perpetual, irrevocable license to use such Improvement Inventions, and any resulting Patents or copyrights secured by Lynx based on such Improvement Inventions, for all fields. AgrEvo shall make all appropriate assignments and take all other actions reasonably necessary to give effect to the ownership interest of Lynx in Improvement Inventions. Lynx will be entitled, in its sole discretion and at its expense, to prosecute, maintain and protect any Intellectual Property associated with such Improvement Inventions. Lynx also shall have the sole and exclusive right, but not the obligation, to bring an appropriate action against any person or entity infringing any Patents claiming Improvement Inventions, whether such infringement is direct or contributory. Upon Lynx's reasonable request and at Lynx's expense, AgrEvo will provide reasonable assistance to Lynx in obtaining and managing the prosecution, maintenance, protection and enforcement of Intellectual Property associated with Improvement Inventions. The foregoing shall not be construed to grant AgrEvo rights broader [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
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IMPROVEMENT INVENTIONS. 8.1 Licensee shall have no right to make any modifications or improvements to the Product without Skinvisible's prior, written permission. Modifications or improvements to the Product will not be unreasonably withheld. In the event that Licensee does conceive, develop, or reduce to practice any invention or other information arising from or based upon the use of Skinvisible's Confidential Information or Product (hereinafter "Improvement Invention"), then Skinvisible shall be the sole owner of such Improvement Invention, which shall be subject to the exclusive Licenseeship grant of Article II. Should Licensee desire modification or improvement to be made to the Product, then it shall contract with Skinvisible under a separate agreement to develop such modifications or improvements. 8.2 Only Skinvisible shall have the right, in its sole discretion, to patent the Product and Improvement Inventions. * Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment and those portions have been filed separately with the Securities and Exchange Commission.
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IMPROVEMENT INVENTIONS. Panacela shall, in its full expense, responsibility, and control, diligently prepare and file patent applications covering the Improvement Inventions, which shall be included within the Licensed Patents pursuant to Section 3.3.
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IMPROVEMENT INVENTIONS. 9.1 Distributor shall have no right to make any modifications or improvements to the Product without App Ventures' prior, written permission. In the event that Distributor does conceive, develop, or reduce to practice any invention or other information arising from or based upon the use of App Ventures' Confidential Information or Product (hereinafter "Improvement Invention"), then App Ventures shall be the sole owner of such Improvement Invention, which shall be subject to the non-exclusive distributorship grant of Article II. Should Distributor desire modification or improvement to be made to the Product, then it shall contract with App Ventures under a separate agreement to develop such modifications or improvements. 9.2 Only App Ventures shall have the right, in its sole discretion, to patent the Product and Improvement Inventions.
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IMPROVEMENT INVENTIONS. 8.1 Distributor shall have no right to make any modifications or improvements to the Product without Skinvisible's prior, written permission. In the event that Distributor conceives, develops, or reduces to practice any invention or other information arising from or based upon the use of Skinvisible's Confidential Information or Products, with the exception of the alternate delivery systems approved in Section 2.4, (hereinafter "Improvement Invention"), then Skinvisible shall be the sole owner of such Improvement Invention, which shall be subject to the exclusive distributorship grant of Article II. Should Distributor desire modification or improvement to be made to the Products outside of the alternate delivery systems approved in Section 2.4, then it shall contract with Skinvisible under a separate agreement to develop such modifications or improvements. Any alternate delivery system for the Products developed solely by Distributor without use of Skinvisible's Confidential Information shall be solely owned by Distributor. 8.2 Only Skinvisible shall have the right, in its sole discretion, to patent the Products and Improvement Inventions.
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IMPROVEMENT INVENTIONS. TRC further agrees to grant to WINDMERE and its Subsidiaries licenses of the scope specified in Section 2.1 in respect to inventions, whether patentable or otherwise, developed, or otherwise acquired by TRC on any Improvements, which inventions are developed or acquired before the termination or expiration of the Term. Any patents on Improvements shall, when issued, be added to Schedule A.
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IMPROVEMENT INVENTIONS 
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Related to IMPROVEMENT INVENTIONS

  • Inventions (i) Executive acknowledges and agrees that all trade secrets, mask works, concepts, drawings, materials, documentation, procedures, diagrams, specifications, models, processes, formulae, source and object codes, data, programs, know-how, designs, techniques, ideas, methods, inventions, discoveries, improvements, work products, developments or other works of authorship (“Inventions”), whether patentable or unpatentable, (x) that relate to Executive’s work with the Employer, made, developed or conceived by Executive, solely or jointly with others or with the use of any of the Employer’s equipment, supplies, facilities or trade secrets or (y) suggested by any work that Executive performs in connection with the Employer, either while performing Executive’s duties with the Employer or on Executive’s own time, but only insofar as the Inventions are related to Executive’s work as an employee of the Employer (collectively, “Company Inventions”), will belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. Executive will keep full and complete written records (the “Records”), in the manner prescribed by the Employer, of all Company Inventions, and will promptly disclose all Company Inventions completely and in writing to the Company. The Records will be the sole and exclusive property of the Company, and Executive will surrender them upon the termination of Executive’s employment, or upon the Company’s request. Executive hereby assigns to the Company (or its designee) the Company Inventions including all rights in and to any related patents and other intellectual property that may issue thereon in any and all countries, whether during or subsequent to Executive’s employment with the Employer, together with the right to file, in Executive’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). Executive will, at any time during and subsequent to Executive’s employment with the Employer, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Company Inventions and the underlying intellectual property. Executive will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Company Inventions and the underlying intellectual property for its benefit, all without additional compensation to Executive from the Company, but entirely at the Company’s expense. (ii) In addition, the Company Inventions will be deemed “work made for hire”, as such term is defined under the copyright law of the United States, on behalf of the Employer and Executive agrees that the Company (or its designee) will be the sole owner of the Company Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations or compensation to Executive. If the Company Inventions, or any portion thereof, are deemed not to be work made for hire, Executive hereby irrevocably conveys, transfers, assigns and delivers to the Company (or its designee), all rights, titles and interests, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Company Inventions, including without limitation: (a) all of Executive’s rights, titles and interests in and to any underlying intellectual property (and all renewals, revivals and extensions thereof) related to the Company Inventions; (b) all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Company Inventions, to exploit and allow others to exploit the Company Inventions; and (c) all rights to ▇▇▇ at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Company Inventions, known or unknown, prior to the date hereof, including without limitation the right to receive all proceeds and damages therefrom. In addition, Executive hereby waives any so-called “moral rights” with respect to the Company Inventions. Executive hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents and other intellectual property rights that may issue thereon, including, without limitation, any rights that would otherwise accrue to Executive’s benefit by virtue of Executive being an employee of or other service provider to the Employer. (iii) To the extent that Executive is unable to assign any of Executive’s right, title or interest in any Company Invention under applicable law, for any such Company Invention and the underlying intellectual property rights, Executive hereby grants to the Company (or its designee) an exclusive, irrevocable, perpetual, transferable, worldwide, fully paid license to such Company Invention and the underlying intellectual property, with the right to sublicense, use, modify, create derivative works and otherwise fully exploit such Company Invention and the underlying intellectual property, to assign this license and to exercise all rights and incidents of ownership of the Company Invention. (iv) To the extent that any of the Company Inventions are derived by, or require use by the Employer of, any works, Inventions, or other intellectual property rights that Executive owns, which are not assigned hereby, Executive hereby grants to the Company (or its designee) an irrevocable, perpetual, transferable, worldwide, non-exclusive, royalty free license, with the right to sublicense, use, modify and create derivative works using such works, Inventions or other intellectual property rights, but only to the extent necessary to permit the Company to fully realize their ownership rights in the Company Inventions.

  • Joint Inventions For Subject Inventions conceived or first actually reduced to practice under this Agreement that are joint Subject Inventions made by CONTRACTOR and USER, each Party shall have the option to elect and retain title to its undivided rights in such joint Subject Inventions.

  • Inventions and Improvements Executive shall promptly communicate to the Company all ideas, discoveries and inventions which are or may be useful to the Company or its business. Executive acknowledges that all such ideas, discoveries, inventions, and improvements which heretofore have been or are hereafter made, conceived, or reduced to practice by him at any time during his employment with the Company heretofore or hereafter gained by him at any time during his employment with the Company are the property of the Company, and Executive hereby irrevocably assigns all such ideas, discoveries, inventions, and improvements to the Company for its sole use and benefit, without additional compensation. The provisions of this Section 19(b) shall apply whether such ideas, discoveries, inventions, or improvements were or are conceived, made or gained by him alone or with others, whether during or after usual working hours, whether on or off the job, whether applicable to matters directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the specific realm of his duties. Executive shall, upon request of the Company, but at no expense to Executive, at any time during or after his employment with the Company, sign all instruments and documents reasonably requested by the Company and otherwise cooperate with the Company to protect its right to such ideas, discoveries, inventions, or improvements including applying for, obtaining, and enforcing patents and copyrights thereon in such countries as Company shall determine.

  • Improvements and Inventions Any and all improvements or inventions that Employee may make or participate in during the Employment Term, unless wholly unrelated to the business of Company and its affiliates and not produced within the scope of Employee’s employment hereunder, shall be the sole and exclusive property of Company. Employee shall, whenever requested by Company, execute and deliver any and all documents that Company deems appropriate in order to apply for and obtain patents or copyrights in improvements or inventions or in order to assign and/or convey to Company the sole and exclusive right, title and interest in and to such improvements, inventions, patents, copyrights or applications.

  • Invention The term “