Common use of Process Improvements Clause in Contracts

Process Improvements. a) [*] agrees to communicate to [*] any idea and substantial improvement made by [*] arising from [*] under the following conditions: (i) all rights and title to improvements (patented or unpatentable) which are related to the [*] shall be assigned to [*] which shall have only the right to utilize such improvements in the manufacture of the Product; (ii) all rights and title to improvements (patented or unpatentable) which apply to the [*] and provided that [*] is not contained in said improvements, shall be assigned to [*] which shall have only the right to utilize such improvements in the process of the Product; (iii) a royalty-free worldwide exclusive license [*] shall be granted by [*] to [*] for improvements (patented or unpatentable) related to said processing [*] (iv) in the event that [*] contracts out the manufacture of the Product to any third party, any improvement made by [*] hereunder may be disclosed to such contract manufacturer but rights to use the same shall be restricted to the manufacture of the Product and the Parties hereto will [*]. b) The Parties recognize the process changes under development by AFC and GSL for piloting and validation in 2008. All rights to said improvement shall be passed to [*] in accordance with the provisions of Section 8(a), (i) through (iii), above. The Parties confirm no further remuneration shall be sought by [*] under Section 8(a)(iv) above. AFC will produce a development report describing such revised process to be provided to GSL prior to commercial scale validation of such process. Further, AFC shall provide to GSL necessary assistance in support of technology transfer to one Gilead Sciences, Inc.-owned facility, which may include teleconferences, meetings, and chemistry support during the initial commercial campaign.

Process Improvements. a) [*] agrees to communicate to [*] any idea and substantial improvement made by [*] arising from [*] under the following conditions: (i) all rights and title to improvements (patented or unpatentable) which are related to the [*] shall be assigned to [*] ], which shall have only the right to utilize such improvements in the manufacture of the Product; (ii) all rights and title to improvements (patented or unpatentable) which apply to the [*] ], and provided that [*] ], is not contained in said improvements, shall be assigned to [*] ], which shall have only the right to utilize such improvements in the process of the Product; (iii) a royalty-free worldwide exclusive license [*] shall be granted by [*] to [*] for improvements (patented or unpatentable) related to said processing [*] ]; (iv) in the event that [*] contracts out the manufacture of the Product to any third party, any improvement made by [*] hereunder may be disclosed to such contract manufacturer but rights to use the same shall be restricted to the manufacture of the Product and the Parties hereto will [*]. b) The Parties recognize the process changes under development by AFC and GSL for piloting and validation in 20082010. All rights to said improvement shall be passed to [*] ], in accordance with the provisions of Section 8(a), (i) through (iii), above. The Parties confirm no further remuneration shall be sought by [*] under Section 8(a)(iv) above. AFC will produce a development report describing such revised process to be provided to GSL prior to commercial scale validation of such process. Further, AFC shall provide to GSL necessary assistance in support of technology transfer to one Gilead Sciences, Inc.-owned facility, which may include teleconferences, meetings, and chemistry support during the initial commercial campaign.