Provision Language
8. INTELLECTUAL PROPERTY MANAGEMENT
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8.2. New Developments; Improvements
8.2.1. MedinCell (or its Affiliates) will own the entire right, title and interest in and to any and all inventions conceived solely by MedinCell (or its Affiliates), its respective employees and agents after the Effective Date relating to the Final Product, including any adaptation of any manufacturing process or proprietary drug delivery or formulation technology of MedinCell or its Affiliates for the production of the Final Product, and any patents covering such invention (“MedinCell New Developments“), subject to the license grant to MPP set out in clause 2.
8.2.2. MedinCell shall notify MPP in writing of any MedinCell New Developments made by MedinCell or on its behalf at the earliest convenience and in any case annually or at MPP’s reasonable request.
8.2.3. The Improvements by the Development and Commercialisation Partner shall belong to such MPP Licensee. MPP will ensure that the Sub-Licence Agreement(s) will grant to MedinCell the rights as agreed in the relevant terms sheets attached hereto.
Schedule 3. Development Agreement Term Sheet
3. Improvements:
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3.2 Non-Severable Improvements:
a. The Development Partner shall grant to MedinCell a first option to discuss an assignment of Non-Severable Improvements against a fair and equitable compensation on an arm length basis; and in case such assignment is agreed upon, Medincell grants to:
i. the Development Partner a non-exclusive, royalty-free, non-transferable, worldwide license to use the Non-Severable Improvements in the Field, in the Territory during the Term; and
ii. MPP a right to grant licences on the Non-Severable Improvements as follows: non- exclusive, royalty-free, non-transferable, worldwide license to use the Non-Severable Improvements in the Field, in the Territory during the Term.
b. If the Parties fail to reach an agreement in accordance with section 3.2 a) above within 6 months following the option grant to discuss an assignment, then the Development Partner grants to Medincell a non- exclusive, worldwide, royalty-free, sub-licensable license over any Non-Severable Improvement for any use in the Field, irrespective of expiration or termination of this Agreement.
Schedule 4. Commercialisation Agreement Term Sheet
5. Improvements:
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5.2 Non-Severable Improvements:
a. The Commercialisation Partner shall grant to MedinCell a first option to discuss an assignment of Non-Severable Improvements against a fair and equitable compensation on an arm length basis; and in case such assignment is agreed upon, Medincell grants to:
i. the Commercialisation Partner a non-exclusive, royalty-free, non- transferable, worldwide license to use the Non-Severable Improvements in the Field, in the Territory during the Term; and
ii. MPP a right to grant licences on the Non-Severable Improvements as follows: non-exclusive, royalty-free, non-transferable, worldwide license to use the Non-Severable Improvements in the Field, in the Territory during the Term.
b. If the Parties fail to reach an agreement in accordance with 5.2 a) above within 6 months following the option grant to discuss an assignment, then the Commercialisation Partner grants to Medincell a non- exclusive, worldwide, royalty-free, sub-licensable license over any Non-Severable Improvement for any use in the Field, irrespective of expiration or termination of this Agreement.