1Ownership. HCA shall retain title to all property furnished by HCA to Contractor under this Contract. Title to all property furnished by Contractor, for the cost of which the Contractor is entitled to reimbursement as a direct item of cost under this Contract, excluding intellectual property provided by Contractor, shall pass to and vest in HCA upon delivery of such property by Contractor. Title to other property, the cost of which is reimbursable to Contractor under this Contract, shall pass to and vest in HCA upon (i) issuance for use of such property in the performance of this Contract, (ii) commencement of use of such property in the performance of this Contract, or (iii) reimbursement of the cost thereof by HCA, in whole or in part, whichever occurs first.
1Ownership. Subject to any written agreement to the contrary, all Intellectual Property Rights created by the Employee solely or jointly with others in the course of the Employee’s employment automatically vest in the Company.
1Ownership. FivePrime will own and, to the extent permissible under applicable law, Consultant hereby assigns to FivePrime all right, title, and interest in and to all inventions, discoveries, innovations, improvements, trade secrets, works of authorship, products or processes, whether or not patentable, that are discovered, conceived, made, developed, reduced to practice, learned or fixed in a tangible medium of expression by Consultant in the performance of the Services (collectively, “Innovations”), including all copyrights, trademark rights, trade secret rights, inventions, patent rights and design rights, whether registered or unregistered, and including any application for registration for any of the foregoing, and any rights of similar nature or effect existing anywhere in the world (collectively, “IP Rights”). Consultant shall provide FivePrime with prompt notice of all Innovations. Consultant agrees that all materials, reports, information, data, findings, results, conclusions, items and recommendations that Consultant delivers to FivePrime in the performance of Services (“Deliverables”) and Innovations will become the property of FivePrime when discovered, conceived, made, developed, reduced to practice, learned or fixed in a tangible medium of expression, and FivePrime will own all right, title and interest in and to all such Deliverables and Innovations, including all IP Rights, whether or not delivered to FivePrime. If any part of the Services, Deliverables, or rights assigned to FivePrime hereunder cannot be reasonably and fully made, used, reproduced, distributed or otherwise exploited without using or violating technology or intellectual property rights owned by Consultant (or any person involved in performance of the Services) and not assigned hereunder, Consultant hereby grants FivePrime and its successors a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of FivePrime’s exercise or exploitation of the Services, Deliverables, and any assigned rights (including any modifications, improvements, and derivatives of any of them). To the extent permitted by applicable law, Consultant irrevocably waives all artist’s or moral rights associated with Innovations and Deliverables. For clarity, the Deliverables, Innovations, and IP Rights constitute Confidential Information of FivePrime.
1Ownership. (a)Subject to Closing taking place, the legal and beneficial ownership of the Assets shall pass from the Seller to the Buyer at Closing, free from all Encumbrances.
1Ownership. 9.1.1Customer acknowledges that the Supplier Technology, as of the Effective Date, may include certain proprietary Inventions, processes, know-how, trade secrets, methods, approaches, analyses, improvements, other intellectual properties and other assets including, but not limited to, analytical methods, procedures and techniques, computer technical expertise and proprietary software, and technical and conceptual expertise in the area of manufacture, packaging and supplying products, in each case, that have been developed independently by Supplier. Supplier shall have sole ownership of all Supplier Technology, including all Supplier Improvements, and shall, subject to Customer’s secondary right (but not the obligation) to prosecute, maintain and enforce in accordance with Article 12 (Intellectual CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***]”, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Property) of the Collaboration Agreement, have the sole right to prosecute, maintain and enforce such Supplier Technology in its sole discretion.
1Ownership. As between the Parties, Xencor shall at all times be and remain the sole and exclusive owner of any Xencor Technology.
1Ownership. As between the Parties, TG (and/or LFB, as applicable) is, and shall be, the sole and exclusive owner of all right, title, and interest in and to any and all Licensed Technology and Licensed Patent Rights. Additionally, TG (and/or LFB, as applicable, in accordance with the LFB License) shall be the sole and exclusive owner of all Arising IP, and Company shall promptly notify TG of the development of any such Arising IP (including that, upon TG’s request, Company shall provide to TG all data and specifications concerning such Arising IP). Company hereby assigns, and shall cause its Affiliates, Sublicensees, and Distributors and their respective personnel to assign, to TG and/or LFB, as applicable, all right, title, and interest, in and to all Arising IP.
1Ownership. (a)As between the Parties, each Party shall exclusively own all Know-How (including Inventions), Patent Rights, and other intellectual property rights conceived, created, made, discovered, generated or invented solely by employees, agents and consultants of such Party or its Affiliates either prior to the Effective Date, or thereafter either pursuant activities conducted independent of, or under and in connection with this Agreement, but in each case subject to the licenses granted to the other Party under Article 2, as applicable.
1Ownership. As between the Parties, each Party or its Affiliates shall solely own all Intellectual Property, including Patent Rights related thereto, made, conceived, reduced to practice, or otherwise discovered, whether prior to, on or after the Effective Date, solely by employees, agents and consultants of such Party or its Affiliates. For purposes of determining ownership under this Section 5.1, inventorship shall be determined in accordance with the rules of inventorship under U.S. patent laws.
1Ownership. (a)Technology: EI acknowledges and confirms that the Technology is substantial, proprietary to Avicanna, and secret, meaning that EI did not have any access to, and had no knowledge of, the Technology before it was disclosed to it by Avicanna. EI acknowledges and agrees that Avicanna owns the Technology and all Intellectual Property Rights thereto, whether registered or not registered.
