Improvements by UHN non-PI(s) Sample Clauses

Improvements by UHN non-PI(s). (i) In consideration of MBI providing to UHN the payments described in this Agreements, UHN hereby grants to MBI a right of first negotiation for an exclusive, royalty-bearing license, with the right to grant sublicenses without consent, to any Improvements by UHN non-PI(s) (including any associated Know-how) for the Licensed Field in the Territory. UHN will provide MBI with written notice of each Improvement by UHN non-PI(s) promptly after UHN files a Patent application for such Improvement by UHN non-PI(s), which notice shall be accompanied by sufficient data and other information to enable MBI to evaluate such Improvement by UHN non-PI(s). MBI will have six (6) months after receiving written notice from UHN to provide written notice to UHN of its intent to license said improvement (in this subsection, a “Notice of Intent”). If UHN does not receive a Notice of Intent under this Subsection 2.3(b) within six (6) months, MBI’s right of first refusal will lapse and UHN will be free to dispose of the Improvement by UHN non-PI(s) as it sees fit. After the Notice of Intent has been received further to this Subsection 2.3(b), both Parties shall diligently and in good faith negotiate the addition of such Improvement by UHN non-PI(s) to the Licensed Technology under this Agreement or the licensing thereof under a separate license agreement. Any such separate license shall be on terms and conditions that are consistent with other such licenses within the industry and satisfactory to UHN. If the Parties have not agreed on the license agreement within nine (9) months of receipt of the Notice of Intent further to this Subsection 2.3(b), UHN will be free to dispose of the Improvement by UHN non-PI(s) as it sees fit. (ii) Each right of first negotiation and each license granted to MBI by UHN in and to any Improvements by UHN non-PI(s) under this Subsection 2.3(b) will be subject to Third Party Intellectual Property Rights. For each Independent Invention for which MBI has a right of first negotiation, UHN and MBI shall cooperate and work together, prior to any Third Party being granted any interest in the Intellectual Property Rights in such Improvements by UHN non-PI(s), to review the merits of any claims made by any Third Parties to the Intellectual Property Rights in such Improvements by UHN non-PI(s). For each Improvement by UHN non-PI(s) for which MBI has delivered a Notice of Intent, and for which no Third Party claim is substantiated, UHN and MBI shall in good fai...
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Related to Improvements by UHN non-PI(s)

  • ALTERATIONS & IMPROVEMENTS Tenant shall not make any alterations, additions or improvements or do any type of construction to the Property without first obtaining Landlord's written consent. Unless prior written agreement is reached between Tenant and Landlord, any such alterations, additions, improvements or construction shall become part of the Property and shall remain at the expiration of Tenant's Lease term. If Landlord approves of alterations, additions, improvements or construction in writing and Tenant intends to use contractors to undertake such work, the contractors must first be approved in writing by Landlord. Tenant must also place any funds to cover the amount of any alterations, additions, improvements or construction in an escrow account approved by Landlord before the commencement of the work. Landlord shall designate the times and manner of the work being done, exclusively.

  • Location of Improvements; No Encroachments All improvements which were considered in determining the Appraised Value of the Mortgaged Property lay wholly within the boundaries and building restriction lines of the Mortgaged Property, and no improvements on adjoining properties encroach upon the Mortgaged Property. No improvement located on or being part of the Mortgaged Property is in violation of any applicable zoning law or regulation;

  • Removal of Improvements All alterations, additions and other improvements by Tenant shall become the property of Landlord and shall not be removed from the Premises, unless request is made by Landlord to Tenant to remove those alterations, additions and other improvements which were made without Landlord's approval where such approval was required under this Lease. All moveable trade fixtures, furniture, furnishings and signs installed in the Premises by Tenant and paid for by Tenant, shall remain the property of Tenant and may be removed upon the expiration of the term of this Lease; provided that any of such items as are affixed to the Premises and require severance may be removed only if Tenant repairs any damage caused by such removal and that Tenant shall otherwise comply with all of the terms, conditions and covenants to be performed by Tenant under this Lease with respect to such removal. If Tenant fails to remove such items from the Premises by the expiration of the Lease Term or earlier termination of this Lease, all such trade fixtures, furniture, furnishings and signs shall become the property of Landlord, unless Landlord elects to require their removal, in which case Tenant shall, at its sole cost and expense, promptly remove the same and restore the Premises to its condition on the date of this Lease. The covenants contained in this Section shall survive the expiration of the Lease Term or earlier termination hereof.

  • PREVAILING WAGE RATES - PUBLIC WORKS AND BUILDING SERVICES CONTRACTS If any portion of work being Bid is subject to the prevailing wage rate provisions of the Labor Law, the following shall apply:

  • Capital Improvements From and after Final Completion, Tenant shall not replace or materially alter the Project, or any part thereof (except as provided to the contrary with respect to Fixtures in Article 13), or make any addition thereto, whether voluntarily or in connection with repairs required by this Lease (collectively, “Capital Improvements”), unless Tenant shall comply with the following requirements and, if applicable, with the additional requirements set forth in Section 11.10: (a) No Capital Improvements shall be undertaken, as applicable, until Tenant shall have procured from all Governmental Authorities and paid for all permits, consents, certificates and approvals for the proposed Capital Improvements which are required to be obtained prior to the commencement of the proposed Capital Improvements (collectively, “Improvement Approvals”). The FCRHA shall not unreasonably refuse to join or otherwise unreasonably refuse to cooperate in the application for any such Improvement Approvals, provided such application is made without cost, expense or liability (contingent or otherwise) to the FCRHA. True copies of all such Improvement Approvals shall be delivered by Tenant to the FCRHA prior to commencement of the proposed Capital Improvements. (b) The Premises after completion of such Capital Improvements, shall have a value at least equal to the value of the Premises immediately before construction of such Capital Improvements. In addition, the Project shall at all times remain in substantial conformity with the original Plans and Specifications therefor (except to the extent specifically consented to by the FCRHA, in its sole but reasonable discretion). (c) All Capital Improvements shall be made with reasonable diligence and continuity (subject to Unavoidable Delays) and in a good and workmanlike manner and in compliance with (i) all Improvement Approvals, (ii) if required pursuant to Section 11.10(a) or (b), in substantial accordance with the plans and specifications for such Capital Improvements as approved by the FCRHA, and (iii) all Applicable Laws. (d) No construction of any Capital Improvement shall be commenced until Tenant shall have delivered to the FCRHA certificates of insurance and copies of the declaration page(s) for the insurance required by Exhibit D. Such insurance policies shall comply with the terms of Section 7.02 above.