Ag Partner Reserve Period. Legacy shall notify Primary in writing immediately upon both the beginning and expiration of the Ag Partner Reserve Period for each VDC to which a Ag Partner Reserve Period applies pursuant to the Existing Ag Agreement (identifying in each such notice the relevant VDC). During the Ag Partner Reserve Period for a particular VDC, Primary shall not grant any intellectual property rights in the Legacy Field to any Third Party with respect to such VDC. Following the expiration of the Ag Partner Reserve Period for a VDC, Primary shall be free, in its discretion, to grant intellectual property rights in the Legacy Field to any Third Party with respect to such VDC or any Derivative thereof or itself make, use, or sell any product incorporating such VDC or Derivative thereof for use in the Legacy Field. Nothing in this Agreement shall be construed to limit any rights of Primary with respect to # any efforts during any VDCs Ag Partner Reserve Period to evaluate and/or develop such VDC or Derivative thereof for potential use in the Legacy Field (including the use of third party fee-for-service contractors to perform any activities related to such development), # any use or application of any VDC or Derivative thereof in the Primary Field, or # Primarys ability to enter into licenses or any similar agreements with any Third Party(ies) concerning VDCs or Derivatives thereof in the Primary Field.
Any capitalized terms not defined above or elsewhere in this Agreement shall have the meaning established therefor in the Existing Ag Agreement. The capitalized terms Ag Partner Know-How, Ag Partner Patents, Ag Partner Reserve Period, Ag Partner Royalty Products, Protected Ag Partner Development Process, and Protected Ag Partner Scaffold Information, respectively, shall have the meanings set forth in the Existing Ag Agreement for DAS Know-How, DAS Patents, DAS Reserve Period, DAS Royalty Products, Protected DAS Product Development Process, and Protected DAS Scaffold Information, respectively.
Ag Partner Research License. Primary hereby grants Legacy a nonexclusive license in the Legacy Field under Know-How and Patent Rights Controlled by Primary with respect to VDCs to the extent necessary to enable Legacy to grant to Ag Partner the rights granted to Ag Partner under [Section 5.1(a)] of the Existing Ag Agreement. Such license shall expire upon the earliest of # the expiration of the Research Term or # the termination or expiration of the Existing Ag Agreement.
Legacy Licensee means Ag Partner, any Affiliate thereof, and, as permitted by the Existing Ag Agreement and, if applicable, any Downstream Agreement, any Third Party granted, # a sublicense to any of the rights to granted by Legacy to Ag Partner and its Affiliates under the Existing Ag Agreement or # a license in the Legacy Field under the Ag Partner Patents, Ag Partner Know-How, or any other intellectual property rights Controlled by Ag Partner to make, use, or sell any CDC, Derivative thereof, or Ag Partner Collaboration Derived Product, including, in either case, for purposes of clarification but not limitation, a Third Party to whom Ag Partner or any Affiliate thereof grants exclusive rights to sell, market, or distribute one or more Ag Partner Collaboration Derived Products in all or any portion of the Legacy Field.
Limitations on CDC Rights. Legacy shall use Commercially Reasonable Efforts to ensure that, to the extent prohibited by the Existing Ag Agreement, # neither Ag Partner nor any Affiliate thereof manufactures, uses, sells, or imports any CDCs, or products incorporating any CDCs, other than Advanced CDCs or Ag Partner Collaboration Derived Products incorporating Advanced CDCs (and not incorporating any other CDCs thereof), # neither Ag Partner nor any Affiliate thereof shall grant any Third Party any rights, under any Ag Partner Patents, Ag Partner Know-How, or any other intellectual property rights owned, licensed, or controlled by Ag Partner, to manufacture, use, sell, or import any CDCs or products incorporating any CDCs, other than Advanced CDCs or Ag Partner Collaboration Derived Products incorporating Advanced CDCs (and not incorporating any other CDCs), and # neither Ag Partner nor any Affiliate thereof shall grant any Third Party any rights that conflict with those granted to Legacy pursuant to Section 5.2, 9.3, or Section 13.1 of the Existing Ag Agreement.
Legacy Royalty Product means a Viamet Derived Product or Ag Partner Collaboration Derived Product, and shall in any event include all Ag Partner Royalty Products.
Provision of Structures. Primary shall, promptly following written request of Legacy, provide to Legacy (and Legacy shall be entitled to disclose to Ag Partner) chemical structures for VDCs to the extent such structures are required to be disclosed to Ag Partner under the Existing Ag Agreement.
Provision of Chemical Structures. For each CDC for which Ag Partner requests in writing from Legacy chemical structure information concerning such CDC in accordance with the Existing Ag Agreement, Legacy shall have the right, to the extent it is obligated to provide such information to Ag Partner under the Existing Ag Agreement, to request in writing from Primary such information and the right to reveal such information to Ag Partner, and promptly following such a request, Primary shall provide to Legacy, and Legacy shall be permitted to reveal (to the extent permitted by the Existing Ag Agreement), such chemical structure information concerning such CDC.
General Partner. The General Partner is [[General Partner:Organization]] or any successor general partner as provided herein.
Primary Improvements. Subject to Legacys rights under Section 4.2, Primary shall be entitled to sole ownership of # all inventions, discoveries, or improvements related to any Metallophile Technology, VDCs, or the manufacture or use of any of the foregoing, conceived, reduced to practice, or otherwise generated by either Party, any Affiliate thereof, or any employee, contractor, agent, or representative of either Party or any Affiliate thereof, solely or jointly with the other Party , any Affiliate thereof, or any Third Party, as a result of the activities contemplated by this Agreement, the parties interactions under this Agreement, or Legacys, its Affiliates, or their employees, contractors, agents or representatives knowledge or use of, or access to, Primarys Confidential Information, Metallophile Technology, or any VDC(s) and (ii) Viamet Improvements (collectively, all of the foregoing, Primary Improvements), and all intellectual property rights related thereto, specifically excluding any improvements of Protected Ag Partner Scaffold Information or Protected Ag Partner Development Process directly resulting from a Partys knowledge or use of Protected Ag Partner Scaffold Information or Protected Ag Partner Development Process. Primary Improvements shall, notwithstanding anything to the contrary, include, but not be limited to, any Derivatives of VDCs generated by or on behalf of Legacy, Ag Partner, any Affiliate of either of the foregoing, or any Legacy Licensee in the exercise of the rights granted under Section 4.2 or research, development, use, manufacture, or sale of any VDC or any Viamet Derived Product. Subject to Legacys rights under Section 4.2, Legacy hereby assigns all of its right, title, and interest in any Primary Improvements (including any such rights, title, or interest obtained by Legacy from Ag Partner, any Affiliate thereof, or any Legacy Licensee), and all intellectual property rights related thereto, to Primary, free and clear of all liens, claims, and encumbrances. Legacy shall take all actions, and shall # cause its Affiliates, and its and its Affiliates employees, contractors, agents, and other representatives and to the extent reasonably possible through the exercise and enforcement of Legacys rights under [Section 10.3(c)] of the Existing Ag Agreement, # Ag Partner, Ag Partners Affiliates, and Ag Partners and Ag Partners Affiliates employees, contractors, agents, and other representatives to take all actions, including but not limited to the execution of patent assignments or other documents, reasonably requested by Primary to effect the purposes of the foregoing. As soon as reasonably aware of the conception, reduction to practice, or other generation of any Primary Improvement by Legacy, any Affiliate thereof, any Legacy Licensee, or any employee, contractor, agent, or other representative of either of the foregoing, solely or jointly with Primary or any Third Party, Legacy shall promptly disclose the same to Primary in writing. Legacy shall use Commercially Reasonable Efforts to enforce those provisions of the Existing Ag Agreement corresponding to the subject matter of this Section 9.3 for the benefit of Primary.
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