Agreement IP Sample Clauses

Agreement IP. As between the Parties, Company shall be the sole and exclusive owner of any and all Know-How, copyrights, works of authorship, developments, technology, innovations, and inventions, whether patentable or not, and whether incorporating or based on the Licensed Technology or not, that arise from or relate to use of the Licensed Technology by or on behalf of Company under this Agreement (collectively, the “Agreement IP”), including all intellectual property rights therein.
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Agreement IP. (a) All legal and beneficial right, title and interest in and to the Agreement IP vests in the Company and, other than as licensee under a licence granted under this Agreement, this Agreement does not convey any such right, title or interest to the Customer. (b) The Customer assigns to the Company all right, title and interest of the Customer in the Agreement IP. (c) At the expense of the Company, the Customer must do, and must procure that its Personnel do, all things necessary to ensure that the Company (or its nominee) holds all legal and beneficial right, title and interest in the Agreement IP, including signing and otherwise effecting transfers of that Agreement IP to the Company.
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Agreement IP. Praxis will own all discoveries, inventions and creations made by or on behalf of Praxis, RogCon, or by Praxis and RogCon jointly the in the performance of activities under the Agreement “Agreement Know-How”) together with Patent Rights that claim or cover Agreement Know-How “Agreement Patents” and together with the Agreement Know-How, the “Agreement IP”). Accordingly, RogCon shall, and does hereby assign, on behalf of itself and its Affiliates and all Persons acting on its or their behalf, to Praxis, without additional compensation, all right, title and interest, including all intellectual property rights embodied therein, in and to the Agreement IP. RogCon shall cause all Persons who perform RogCon Activities under this Agreement or who conceive, discover, develop or otherwise make any Agreement Know-How to be under a valid, written obligation to assign all their right, title, and interest in any Agreement Know-How resulting therefrom to RogCon, except to the extent such assignment is prohibited under Applicable Law. Upon Praxis’ request, RogCon shall execute such documents and perform such acts as may be reasonably necessary to fully effect Praxis’ sole and exclusive ownership of the Agreement IP. As between the Parties, Praxis shall have the sole and exclusive right, but not the obligation, to file, prosecute, maintain, enforce and defend any Agreement Patents and shall bear all costs and expenses of filing, prosecuting, maintaining, enforcing and defending the Agreement Patents and RogCon shall have no rights with respect thereto. Praxis, or its outside counsel, will provide the Coordination Committee with an update of the filing, prosecution and maintenance status for each Agreement Patent on a periodic basis and an opportunity to review and comment on (but not approve) any such filings.
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Agreement IP. For purposes of determining ownership under this Section 6.1 (Ownership of Intellectual Property; Disclosure), inventorship will be determined in accordance with United States patent laws (regardless of where the applicable activities occurred). (i) As between the Parties, ARScience Bio will be the sole owner of any Agreement Know-How discovered, developed, invented, or created solely by ARScience Bio or its Affiliates or Third Parties acting on its or their behalf (“ARScience Bio Agreement Know-How”) and any Agreement Patents that cover such ARScience Bio Agreement Know-How (“ARScience Bio Agreement Patents” and together with the ARScience Bio Agreement Know-How, the “ARScience Bio Agreement Technology”), and will retain all of its rights thereto, subject to any assignment, rights or licenses expressly granted by ARScience Bio to Coya under this Agreement. (ii) As between the Parties, Coya will be the sole owner of any Agreement Know-How discovered, developed, invented or created solely by Coya or its Affiliates or Third Parties acting on its or their behalf (“Coya Agreement Know-How”) and any Patent Rights that Cover Coya Agreement Know-How (“Coya Agreement Patents” and together with the Coya Agreement Know-How, the “Coya Agreement Technology”), and will retain all of its rights thereto. (iii) Any Agreement Know-How discovered, developed, invented or created jointly by (a) Coya, its Affiliates or Third Parties acting on its or their behalf and (b) ARScience Bio, its Affiliates or Third Parties acting on its or their behalf (such Agreement Know-How, “Joint Agreement Know-How”), and any Agreement Patents that claim or cover such Joint Agreement Know-How (“Joint Agreement Patents,” and together with the Joint Agreement Know-How, the “Joint Agreement Technology”), will be owned jointly by Coya and ARScience Bio on an equal and undivided basis, including all rights thereto, subject to any rights or licenses expressly granted by one Party to the other Party under this Agreement. Except as expressly provided in this Agreement, neither Party will have any obligation to account to the other for profits with respect to, or to obtain any consent of the other Party to license or exploit, Joint Agreement Technology by reason of joint ownership thereof, and each Party hereby waives any right it may have under the laws of any jurisdiction to require any such consent or accounting. The parties shall promptly disclose to each other any inventions they wish to prosecute t...
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Agreement IP. All Agreement IP shall be jointly owned by Supplier and Purchaser. As used in this Section 4.1, “Agreement IP” shall mean any ideas, improvements, discoveries, compositions, modifications, processes, technology, materials, know-how, data, inventions (whether or not patentable) and all intellectual property rights therein concerning the Buffered Soda Technology, [***]. Notwithstanding the foregoing, in the event that Purchaser undergoes a Change of Control, then Agreement IP shall not include or be deemed to include any intellectual property rights: (A) owned or controlled by the entity acquiring Purchaser (or acquiring Purchaser’s assets to which this Agreement relates, as applicable) (the “Acquirer”), or Acquirer’s Affiliates, prior to such Change of Control; or (B) thereafter developed by Acquirer or its Affiliates (i) under a product development program that existed prior to such Change of Control; (ii) without access to or reliance upon any Information exchanged or developed under this Agreement; and (iii) without the involvement of any current or former employee of Purchaser after such Change of Control, in each case, as demonstrated by documentation from Acquirer. In addition, Agreement IP shall not include Product Manufacturing IP. Subject to the licenses granted by each Party to the other in Section 4.3 below, it is understood that neither Party shall have any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign or otherwise exploit the Agreement IP, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the laws of any jurisdiction to require any such approval or accounting. As used in this Section 4.1, a “Change of Control” shall mean: (x) the closing of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) involving Purchaser in which the stockholders of Purchaser immediately prior to such transaction or series of related transactions do not continue to own, or receive in such transaction or series of related transactions, at least fifty percent (50%) of the voting power of the continuing or surviving entity; or (y) the sale of all, or substantially all, of the assets of Purchaser related to this Agreement. [***] Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from this exhibit and have been filed separately with the Sec...
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Agreement IP. For purposes of determining ownership under this Section 6.1 (Ownership of Intellectual Property; Disclosure), inventorship will be determined in accordance with United States patent laws (regardless of where the applicable activities occurred). (i) As between the Parties, ARScience Bio will be the sole owner of any Agreement Know-How discovered, developed, invented, or created solely by ARScience Bio or its Affiliates or Third Parties acting on its or their behalf (“ARScience Bio Agreement Know-How”) and any Agreement Patents that cover such ARScience Bio Agreement Know-How (“ARScience Bio Agreement Patents” and together with the ARScience Bio Agreement Know-How, the “ARScience Bio Agreement Technology”), and will retain all of its rights thereto, subject to any assignment, rights or licenses expressly granted by ARScience Bio to Coya under this Agreement. (ii) As between the Parties, Coya will be the sole owner of any Agreement Know-How discovered, developed, invented or created solely by Coya or its Affiliates or Third Parties acting on its or their behalf (“Coya Agreement Know-How”) and any Patent Rights that Cover Coya Agreement Know-How (“Coya Agreement Patents” and together with the Coya Agreement Know-How, the “Coya Agreement Technology”), and will retain all of its rights thereto.
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Agreement IP 
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Related to Agreement IP

  • Trademark License Agreement Buyer shall have executed and delivered to Sellers the Trademark License Agreement.

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • PROPRIETARY RIGHTS; ASSIGNMENT All Employee Developments shall be made for hire by the Employee for the Company or any of its subsidiaries or affiliates. “Employee Developments” means any idea, discovery, invention, design, method, technique, improvement, enhancement, development, computer program, machine, algorithm or other work or authorship that (i) relates to the business or operations of the Company or any of its subsidiaries or affiliates, or (ii) results from or is suggested by any undertaking assigned to the Employee or work performed by the Employee for or on behalf of the Company or any of its subsidiaries or affiliates, whether created alone or with others, during or after working hours. All Confidential Information and all Employee Developments shall remain the sole property of the Company or any of its subsidiaries or affiliates. The Employee shall acquire no proprietary interest in any Confidential Information or Employee Developments developed or acquired during the Term. To the extent the Employee may, by operation of law or otherwise, acquire any right, title or interest in or to any Confidential Information or Employee Development, the Employee hereby assigns to the Company all such proprietary rights. The Employee shall, both during and after the Term, upon the Company’s request, promptly execute and deliver to the Company all such assignments, certificates and instruments, and shall promptly perform such other acts, as the Company may from time to time in its discretion deem necessary or desirable to evidence, establish, maintain, perfect, enforce or defend the Company’s rights in Confidential Information and Employee Developments.

  • End User License Agreement This work is licensed under a Creative Commons Attribution-NonCommercial-NoDerivs 3.0 Unported License. xxxx://xxxxxxxxxxxxxxx.xxx/licenses/by-nc-nd/3.0/ You are free to: Share: to copy, distribute and transmit the work Under the following conditions: Attribution: You must attribute the work in the manner specified by the author (but not in any way that suggests that they endorse you or your use of the work).

  • Sublicense Agreements Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

  • Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.

  • Intellectual Property Rights and Confidentiality 3.1 Party A shall have exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A in its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A. 3.2 The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason. 3.3 The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.

  • Grant of Intellectual Property License For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)) (“Collateral Agent License”), including in such license the right to use, license, sublicense or practice any Intellectual Property now owned or hereafter acquired by Issuer (or any applicable grantor), and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that the Collateral Agent may sell any of such Issuer’s Inventory directly to any person, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer and any Inventory that is covered by any Copyright owned by or licensed to Issuer and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided herein.

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement. (b) Each Borrower and Guarantor will either exercise any option to renew or extend the term of each material License Agreement to which it is a party in such manner as will cause the term of such material License Agreement to be effectively renewed or extended for the period provided by such option and give prompt written notice thereof to Agent or give Agent prior written notice that such Borrower or Guarantor does not intend to renew or extend the term of any such material License Agreement or that the term thereof shall otherwise be expiring, not less than sixty (60) days prior to the date of any such non-renewal or expiration. In the event of the failure of such Borrower or Guarantor to extend or renew any material License Agreement to which it is a party, Agent shall have, and is hereby granted, the irrevocable right and authority, at its option, to renew or extend the term of such material License Agreement, whether in its own name and behalf, or in the name and behalf of a designee or nominee of Agent or in the name and behalf of such Borrower or Guarantor, as Agent shall determine at any time that an Event of Default shall exist or have occurred and be continuing. Agent may, but shall not be required to, perform any or all of such obligations of such Borrower or Guarantor under any of the License Agreements, including, but not limited to, the payment of any or all sums due from such Borrower or Guarantor thereunder. Any sums so paid by Agent shall constitute part of the Obligations. (c) No Borrower or Guarantor shall assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or lien upon, encumber, grant an exclusive or non-exclusive license relating to any Intellectual Property, or otherwise dispose of any Intellectual Property, in each case without the prior written consent of Agent, except that any Borrower or Guarantor may, after written notice to Agent, grant a non-exclusive license relating to any Intellectual Property to another Borrower or Guarantor in the ordinary course of business.

  • INTELLECTUAL PROPERTY RIGHTS - INVENTION AND PATENT RIGHTS A. General 1. NASA has determined that 51 U.S.C. § 20135(b) does not apply to this Agreement. Therefore, title to inventions made (conceived or first actually reduced to practice) under this Agreement remain with the respective inventing party(ies). No invention or patent rights are exchanged or granted under this Agreement, except as provided herein.

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