Background IPR. All Background IPR used in connection with this Agreement shall remain the property of the Party introducing the same or any other third parties. Each Party shall take responsibility for ensuring that all necessary permissions have been sought to use Background IPR.
Background IPR. Nothing in this Agreement will affect either Party’s ownership of any BioMedica Background IPR or Orchard Background Patents. No licence to use any such rights is granted or implied except as expressly set out in this Agreement.
Background IPR. Except for the limited licenses granted in this Agreement, nothing in this Agreement shall be construed as: (a) granting Nokia any right, title, or interest in or to Developer's Background Works or Developer's Background IPR, or (b) granting Developer any right, title, or interest in or to Nokia's Background Works or Nokia's Background IPR. Each Party's Background Works and Background IPR shall remain vested with such Party. Subject to the terms and conditions of this Agreement, Developer hereby grants Nokia under its Background IPR a [*], with the right to[*], to (a) use, sell, distribute and market Deliverables and Product(s) and combine such items with any other items. For avoidance of doubt, it is agreed that a license to manufacture and have manufactured Product(s) is granted to Nokia only in the situations described in Clause 11.2 below. Subject to the terms and conditions of this Agreement, Nokia hereby grants Developer under Nokia's Background IPR a [*], with the right to[*], to use, reproduce, and modify Nokia's Background Works for the sole purpose of Developer (a) performing its obligations under this Agreement, or (b) supplying Products to Nokia under the Purchase Agreement. Said license shall be effective for the term of this Agreement and the term of the Purchase Agreement (if Nokia elects to purchase Products from Developer under the Purchase Agreement).
Background IPR. All Background IPR of a Party introduced or disclosed to the other Party for the purposes of the Collaborative Research shall remain the property of the Party introducing and/or disclosing the same. The Parties agree that the use of such Background IPR shall be limited to performing each Party’s obligations under this Agreement.
Background IPR. Each of JBT and Response will own all IPR respectively that was owned by such Party as of the date of execution of the Technology Development Agreement and is thereafter developed by such Party independent of the activities under this Agreement (with respect to each Party, the “Background IPR”). Nothing in this Agreement will be deemed to transfer ownership of any Background IPR of a Party, or, except as expressly set forth below, any other IPR owned or Controlled by a Party.
Background IPR. Each Party is and shall remain the sole and exclusive owner of all right, title, and interest in and to its own Background IPR and the XXXX does not affect such ownership. No rights to the other Party's Background IPR are acquired under the XXXX unless expressly stated.
Background IPR. 5.1 All Background IPR shall remain solely the property of the party which first submitted or disclosed to the other parties such Background IPR.
5.2 The parties will provide each other at start of the Project, and will subsequently maintain a complete list of any Background IPR that is used in, or of relevance to the Project.
5.3 Each of the parties hereby grants to each of the other parties a perpetual, irrevocable, royalty-free, non-exclusive, worldwide licence to use all Background IPR for the purposes of the Project Research, the Project and the Charitable Objectives.
5.4 Each of the parties hereby grants to LSTM a perpetual, irrevocable, royalty-free, non-exclusive, worldwide licence to use all the Background IPR for the purposes of using and exploiting (in accordance with the Global Access Plan) the Foreground IPR.
5.5 Any and all Foreground IPR shall vest solely in LSTM. LSTM hereby grants to each of the parties a royalty-free non-exclusive worldwide licence to use all the Foreground IPR for the purposes of the Project Research.
5.6 Each party agrees that it shall not without the prior written consent of the other parties and the A-WOL Management Committee:
5.6.1 use Foreground IPR for any purpose unrelated to the Project; nor
5.6.2 do anything in respect of the Foreground IPR which is not in accordance with this Agreement, the applicable Project Agreement and/or the Proposal.
5.7 The creation, development, ownership, reporting, disclosure, protection (including registration), management, commercialisation, exploitation and enforcement of all Foreground IPR and the rights, obligations and responsibilities (including in relation to costs) of the applicable parties and third party partners will be undertaken by LSTM in compliance with the Global Access Plan and (unless otherwise agreed) will reflect the applicable parties’ and third party partners’ respective inputs and contributions towards the creation thereof and, in each case, must be consistent with the Charitable Objectives.
5.8 If any Foreground IPR is created, LSTM shall take appropriate steps to protect it, having regard to the Charitable Objectives as well as any other possible commercial exploitation; such steps may include without limitation, filing patent applications and taking all necessary precautions to maintain the confidentiality of any know-how. Unless otherwise decided by the A-WOL Management Committee, the process of filing, maintaining and defending Foreground IPR shall be perf...
Background IPR. CEDARA’s Background IPR consists of the following patents and industrial designs. CA Ref # [***]CA [***] US Ref# [***]US [***] [***] [***] Provisional U.S. Patent Application Number: [***] [***] Graphical User Interface Design [***] Prototype Workflow Design [***] Prototype Graphical User Interface Design [***] Workflow Design [***] Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Initial: Z-KAT Initial: CEDARA AGREEMENT BETWEEN Z-KAT AND CEDARA CONFIDENTIAL
Background IPR. 4.1 LSTM and CombinatoRx hereby agree and acknowledge that each party shall retain the ownership of its own Background IPR.
4.2 Subject to Clause 4.4, LSTM and CombinatoRx hereby agree and acknowledge that the Retained IPR shall remain solely the property of CombinatoRx.
4.3 LSTM hereby grants to CombinatoRx a irrevocable, royalty-free, non-exclusive, non-assignable licence to use LSTM’s Background IPR for the purposes of the Project and the Project Research.
4.4 CombinatoRx hereby grants to LSTM an non-exclusive, perpetual, irrevocable, royalty free, licence to use CombinatoRx’s Background IPR (including the Retained IPR) for the purposes of the Project and the Project Research.
4.5 In the event that LSTM requires use of CombinatoRx’s Background IPR (including the Retained IPR) to the extent necessary in order for LSTM to use and exploit the Foreground IPR within the Filariasis Field (including by way of a sub-licence to the Exploiting Party for use of the Foreground IPR within the Filariasis Field) or for LSTM to sub-licence such of CombinatoRx’s Background IPR to the Exploiting Party for the purposes of using and exploiting the Product Candidates in the Parasitology Field and/or the Foreground IPR in the Commercial Field pursuant to Clause 3.4, the parties shall discuss in good faith and to the parties’ mutual satisfaction the terms of such licence.
4.6 Each party will provide to each other and will subsequently maintain a complete list of any Background IPR (including the Retained IPR in the case of CombinatoRx) that is used in the Project and/or the Project Research.
4.7 CombinatoRx warrants and represents that, to the best of its knowledge, that any use of:
4.7.1 CombinatoRx’s Background IPR by LSTM as set out above in Clause 4.4; and/or
4.7.2 the Product Candidates by LSTM as set out above in Clauses 3.1 and 3.3; will not infringe any third party Patents and subject to Clause 18 (Indemnity), CombinatoRx shall indemnify and keep indemnified, defend and hold harmless LSTM and its directors, officers, representatives, employees and agents against all losses, costs and expenses (including any legal expenses and disbursements), claims, demands, suits or other actions arising from LSTM’s use, storage or disposal of CombinatoRx’s Background IPR in accordance with the Research Project, except to the extent caused by the negligence or wilful misconduct of LSTM or the A-WOL Consortium.
Background IPR. Nothing in this Agreement will affect either Party’s ownership of its Background or any Intellectual Property Rights therein. No licence to use any such Background or Intellectual Property Rights is granted or implied except as expressly set out in this Agreement.
