Licensee Developments Sample Clauses

Licensee Developments. Licensee shall own Intellectual Property only to the extent that it independently develops or acquires such Intellectual Property and that it does not infringe on the Licensed Property, or any Updates or Enhancements to the Licensed Software (“Licensee Developments”).

Licensee Developments. Licensee hereby grants, and shall require its Permitted Sublicensee(s) to grant to CSMC a nonexclusive, royalty-free, irrevocable, paid-up license, with the right to grant sublicenses to non-profit research institutions and governmental agencies, to practice and use Licensee Developments for non-commercial research purposes, which license shall include, without limitation, the rights to: (a) subject to the publication obligations in Section 5.5, publish the scientific findings from research conducted by or through CSMC or on its behalf, (b) use any tangible or intangible information contained in the Licensee Developments (so long as CSMC shall treat such information as Confidential Information and maintain its confidentiality in accordance with Section 10 hereof), for CSMC's internal teaching and other educationally-related and non-commercial (except for charges to its own patients) clinical purposes , where clinical use does not involve a third party funding grant to commercialize such information, and (c) obtain research funding from governmental and other nonprofit organizations (including grant applications).

Licensee Developments. Licensee hereby grants, and shall require its Permitted Sublicensee(s) to grant to CSMC a nonexclusive, royalty-free, irrevocable, paid-up license, with the right to grant sublicenses to non-profit research institutions and governmental agencies, to practice and use Licensee Developments for non-commercial research purposes, which license shall include, without limitation, the rights to: (a) publish the scientific findings from research conducted by or through CSMC or on its behalf; provided, however, that Licensee is provided forty-five (45) days prior notice of any such publication and an opportunity to review such publication; (b) use any tangible or intangible information contained in the Licensee Developments (so long as CSMC shall treat such information as Confidential Information and maintain its confidentiality in accordance with Section 10 hereof), for CSMC’s internal teaching and other educationally-related and non-commercial (except for charges to its own patients) clinical purposes, where clinical use does not involve a third party funding grant to commercialize such information; and (c) obtain research funding from governmental and other nonprofit organizations (including grant applications).

Licensee Developments. (a) Only to the extent expressly permitted in Sections 2.2, 2.4 and 2.16.1 above, ETC acknowledges that Licensee may develop and incorporate into Licensee Receivers made under this Agreement features that are proprietary to Licensee ("Licensee Technology"). (b) In the event that ETC permits Licensee, pursuant to Section 2.2, 2.4 or 2.16.1, to make feature or other changes to Licensee Receivers that are not included in the ETC Receiver Specifications, then Licensee agrees to reimburse ESC for all reasonable costs and expenses incurred by ESC and its affiliates to support such feature and other changes, including without limitation technical support and other call center costs, subject to applicable documentation and audit by Licensee, unless otherwise agreed in writing by the parties.

Licensee Developments. Licensor shall have the right to use and incorporate into the System any modifications, ideas or improvements, in whole or in part, developed or discovered by Licensee or Licensee’s employees or agents, without any liability or obligation to Licensee or the developer thereof.

Licensee Developments. In the event that Licensee intends to sponsor research in the Field of Use at CSMC, the parties shall use good faith reasonable efforts to discuss the inclusion in the research agreement to be entered into by the parties with respect to such research of the grant to CSMC of a royalty-free license to practice and use Licensee Developments for non-commercial research purposes to the extent necessary to perform such research.

Licensee Developments. Subject to Licensor's ownership of the Licensed Property, Licensee shall, except as expressly set forth herein, own all right title and interest in and to the Licensee Developments, including any Localized Versions, including all Intellectual Property rights therein or thereto. Upon request, Licensor shall execute and deliver all such instruments and documents, including without limitation documents of assignment, and take all such steps and render all such assistance as may be reasonably necessary to assure to Licensee its rights under this Section 4.2.

Licensee Developments. Licensee shall deliver to Licensor all modifica- tions, corrections and enhancements that it makes to the Licensed Software except for the Localized Versions ( "Licensee Developments"), in Source Code and Object Code forms, promptly upon their development, together with all relevant programmers' notes, documentation and commenting associated therewith. Licensor shall reimburse Licensee for all reasonable out-of-pocket expenses incurred in connection with the delivery to Licensor of the Licensee Developments. Licensee hereby grants to Licensor a perpetual, irrevocable, non-exclusive, royalty-free right and license, including the right to sublicense, to use, copy, modify, distribute, market, promote and create derivative works of any and all such Licensee Developments in Source Code and Object Code forms outside the Territory.

Licensee Developments. Licensee hereby grants to CSMC the following nonexclusive, royalty free, fully paid up rights and licenses to the Licensee Developments: (a) Subject to Licensee’s right to prior review to determine the patentability thereof within forty-five (45) days following receipt by Licensee, the right and license to publish the scientific findings from research conducted by or through Licensee or on its behalf by CSMC or the Inventor related to the Licensee Developments; and provided further that if Licensee determines to file a patent application, Licensee shall have a further thirty (30) day period thereafter to do so and CSMC’s right and license shall be delayed until completion of that period. (b) Except as provided below in this Section 2.4, the right (A) to use any tangible or intangible information contained in the Licensee Developments (so long as CSMC shall treat such information as Confidential Information and maintain its confidentiality in accordance with Section 10 hereof), for CSMC’s research, internal teaching and other educationally-related and non-commercial (except for charges to its own patients) clinical purposes, where clinical use does not involve a third party funding grant to commercialize such information, and (B) to obtain research funding for further study and development thereof from governmental and other nonprofit organizations (including grant applications). Except as provided in Section 2.3 hereof, CSMC shall not, under any circumstances, grant and/or transfer any rights granted to CSMC under this Section 2.4 to any third party (other than to Licensee or, where required by applicable law, rule, regulation, governmental policy or contract, to any Funding Agency or the United States Government) to commercialize Inventions in the Field of Use resulting directly from the Licensee Developments as a result of CSMC’s [ * ] = 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. internal research and clinical activities with respect to the Licensee Developments otherwise permitted by Section 2.4(b) above.