Determination of Ownership. In determining ownership of Company Common Stock hereunder for any purpose, the Company may rely solely on the records of the transfer agent for the Company Common Stock from time to time, or, if no such transfer agent exists, the Company’s stock ledger.
Determination of Ownership. In the event of any disagreement between Persons claiming to be Transferees of any Trust Unit, or in the event of any question on the part of the Trustee when presented with a request for transfer of a Trust Unit, which the Trustee believes is not fully resolved by opinions of counsel or other documents obtained in connection therewith, then, in addition to other rights which it may have under applicable law, the Trustee shall be entitled at its option to refuse to recognize any such claim so long as such disagreement or question shall continue. In so refusing, the Trustee, and any Entity serving in such capacity, may elect to refrain or refuse to act with respect to the interest represented by the Trust Unit involved, or any part thereof, or of any sum or sums of money accrued or accruing thereunder, and, in so doing, the Trustee shall not be or become liable to any Person for the failure or refusal of the Trustee to comply with such conflicting claims or requests for transfer, and shall be entitled to continue so to refrain and refuse so to act, until:
Determination of Ownership. In determining ownership of New Shares hereunder for any purpose, the Company may rely solely on the records of the transfer agent for the New Shares from time to time, or, if no such transfer agent exists, the Company’s share ledger.
Determination of Ownership. From time to time, at the request of the Company, each Shareholder will confirm in writing that it continues to Beneficially Own Registrable Securities. The rights of a Shareholder under this Agreement shall terminate when such Shareholder no longer owns Registrable Securities and this Agreement shall terminate when no Shareholder owns Registrable Securities.
Determination of Ownership. Ownership of all inventions constituting Study Intellectual Property will follow inventorship as determined under applicable law, subject to any assignment of rights by an inventor to his or her employer or pursuant to written contract. Ownership of all works of authorship and software constituting Study Intellectual Property will follow authorship as determined under applicable law subject to the “work for hire” doctrine and any assignment of rights by an author to his or her employer or pursuant to written contract. Ownership of all other intellectual property (e.g., know-how) will be determined under applicable law, subject to any assignment of rights to his or her employer or pursuant to written contract. Each party, represents, warrants and agrees that unless otherwise agreed in writing by the other party, it will not allow any officer, director, employee, consultant, contractor, scientific advisory board member, member of its faculty or scientific staff, student or other person to participate in the design, conduct, or analysis of a Clinical Study on its behalf unless such person has agreed to assign to that party any inventions, discoveries, or other intellectual property that such person may generate in connection with such work.
Determination of Ownership. (a) The Committee will determine whether the potentially patentable property is owned by the University, by the employee(s), by an outside sponsor, or jointly by some combination of these.
Determination of Ownership. NINDS retains ownership of the NINDS Materials and any functional subunits thereof contained or incorporated in derivatives. Inventions and ownership of intellectual property resulting from the research will be determined by U.S. patent law. COMMERCIAL USE NINDS Materials were developed by Lonza under contract for the NIH. NINDS places no restriction on development of commercial products resulting from the knowledge gained from research using the NINDS Materials. However, iPS Academia Japan, Inc. (“iPS AJ”) owns patents that may cover certain of the NINDS Materials, and can be contacted at xxxx://xxx-xxxx.xxx/e/license/policy.html to discuss obtaining a commercial license. NINDS Materials or material isolated from them, such as RNA, DNA, or protein, may not themselves be used in the manufacture of commercial products or sold or distributed as commercial products themselves. The NHCDR cannot provide a warranty or any assurances whatsoever relating to third-party property interests that may exist in the NINDS Materials. The attached Appendix A, “Notification to Recipient,” is incorporated fully into this MTA as required by Lonza’s license with iPS AJ and cannot be further modified. The Principal Investigator and the Institution will be responsible for adhering to the terms and conditions in Appendix A as well as those in the MTA. The terms and conditions attached hereto as Appendix A shall take precedence over any contrary or inconsistent terms and conditions appearing or referred to in this MTA. RESEARCH USE Principal Investigator and Institution understand that the NINDS Materials provided under this MTA are experimental and are for use in research, in teaching and as standards in clinical genetics laboratories. Principal Investigators using NINDS Materials as research standards or controls are responsible for complying with all applicable laws and regulations specific to that intended use, including any requirements for FDA approval.
Determination of Ownership. In determining ownership of Second Lien Notes hereunder for any purpose, the Company may rely solely on the records of the registrar or Indenture trustee for the Second Lien Notes from time to time, or, if no such registrar or Indenture trustee exists, the Company’s ledger.
Determination of Ownership. 10 6.2 In Force Dates...................................... 11 6.3
Determination of Ownership. The determination of whether any Technology is made, developed or conceived by or on behalf of a Party in the conduct of the Development Programme, and consequently the ownership of such Technology, shall be determined in good faith by both Parties in accordance with Applicable Law of the United States. All such determinations shall be documented to ensure that any applications for Patent Rights reflect appropriate inventorship and that inventions and Patent Rights are assigned to or held by the appropriate Party. In the event of a disagreement, the Parties agree to jointly select and appoint an independent outside patent counsel (who is not the usual patent counsel of either party), or failing agreement as to the identity of such patent counsel within ten (10) days of either Party notifying the other that it requires such appointment, independent patent counsel appointed by Emergent, with the consent of sanofi pasteur, which consent shall not be unreasonably withheld, conditioned or delayed. Within twenty (20) days of such appointment, each of the Parties shall furnish to the expert (subject to such obligations of confidentiality and non-use as may be reasonably required by them), with a copy to the other Party, a written summary of such Party’s position and any relevant evidence supporting such position including all information necessary for the expert to make such determination. Any such written summary and evidence shall not, unless the 47 Parties otherwise agree, exceed 15,000 words. Within fifteen (15) days of receipt of the other Party’s summary (or such longer period as may be required to ensure the presence of the expert) there shall be a one-day oral hearing before the expert at which each Party shall be given an equal opportunity to present its own position and hear and respond to the oral presentation given by the other Party. Within fifteen (15) days of such oral hearing, each Party may submit a written rebuttal of the other Party’s summary providing that any rebuttal shall not exceed 5,000 words. The expert shall determine inventorship and ownership of such Technology in accordance with this Agreement. The decision of such outside patent counsel shall be final and binding on the Parties. In the event the independent outside patent counsel rules in favour of sanofi pasteur’s position then Emergent shall pay the fees and expenses of the expert, and in the event that the independent outside patent counsel rules in favour of Emergent’s position ...
