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. Inventorship of Arising Know-How and all intellectual property rights therein shall be determined in accordance with principles of inventorship for Patent Rights and other intellectual property under US law, and ownership shall follow inventorship.
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.
(b) The Parties will jointly own (i.e., each Party shall own an undivided one-half interest in and to) the entire rights, title and interests in and to all Joint Technology (except as may otherwise be agreed by the Parties under Section 7.2). The Parties will promptly disclose to each other any Joint Technology conceived or reduced to practice no later than [***] after the Intellectual Property or Legal Department of the Party receives a written disclosure of such conception or reduction to practice. Except to the extent either Party is restricted by the licenses granted to the other Party under this Agreement, each Party shall be entitled to practice, license, assign, and otherwise exploit its interests in the Joint Technology without a duty of accounting to or seeking consent from the other Party.
(c) The Parties intend that this Agreement is a joint research agreement under the provisions of pre- XXX 00 X.X.X. 000(x) xxx XXX 00 X.X.X. 102(c). The Parties further agree to cooperate and to take reasonable actions to maximize the protections available under the safe harbor provisions of 35 U.S.C. 100 et seq. for U.S. Patent Rights.
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.
(b) If for any reason title to any of the Assets is not effectively vested in the Buyer at Closing, the Seller acknowledges that it will account to the Buyer for any benefits it receives in relation to the Assets until title is effectively vested in the Buyer, unless otherwise provided in this Agreement.
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.
(b) Marks: Avicanna acknowledges and confirms that the Marks are substantial, and proprietary to EI. Avicanna acknowledges and agrees that EI owns the Marks and all Intellectual Property Rights thereto, whether registered or not registered.
1Ownership. 17.1. 1The Recipient shall own the rights to any and all Intellectual Property Rights arising out of or in connection with this Agreement, including, but not limited to, all Foreground IPR.
17.1. 2Each party shall own its respective Residual IPR and Input IPR.
17.1. 3The Recipient hereby grants to the Grantor a non-exclusive, royalty-free, worldwide licence to use and modify the Recipient’s Input IPR to the extent necessary to use the Foreground IPR.
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 Property) of the Collaboration Agreement, have the sole right to prosecute, maintain and enforce such Supplier Technology in its sole discretion.
1Ownership. All Developments will be the exclusive property of the Company and the Company will have sole discretion to deal with Developments. For greater certainty, all work done during the Employment Period by the Employee for the Company or its affiliates is a work for hire of which the Company or its affiliate, as the case may be, is the first author for copyright purposes and in respect of which all copyright will vest in the Company or the relevant affiliate, as the case may be.
1Ownership. As between OneMedNet and Customer, OneMedNet IP and OneMedNet’s Confidential Information is and shall at all times remain the sole and exclusive property of OneMedNet and/or its applicable Data Licensors, and other than the rights expressly granted to Customer under this Agreement, no right, title or interest in OneMedNet IP is transferred or granted, directly or indirectly, to Customer under this Agreement. Customer acknowledges and agrees that OneMedNet and/or its Data Licensors retain the right to use the Data for any purpose in its or their sole discretion, and retain the right to otherwise license and distribute the Data for any purpose in its or their sole discretion. Customer shall reproduce and shall not otherwise alter, remove or conceal any copyright or proprietary rights notices placed on the Data by OneMedNet and/or its Data Licensors. As between OneMedNet and Customer, all Intellectual Property Rights in and to Customer Products and Customer Confidential Information is and shall at all times remain the sole and exclusive property of Customer subject to OneMedNet’s and its Data Licensors’ underlying right and interest in and to the Data.
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.
