Background Rights. Each Party shall retain all right, title and interest to its Background IP, and, except as expressly set forth in this Agreement, no right or license to Patents or other Intellectual Property Rights is granted by either Party to the other Party.
Background Rights. 3a already has a comprehensive portfolio of intellectual property rights and licenses when the contract is concluded. This includes the patent families and patents from the patent portfolio overview attached as Annex
4.1 Unless rights are expressly transferred to BUNKER under this contract, these rights shall remain with 3a. This applies in particular (but not conclusively) to all rights to the existing development platform.
4.2 Application for joint rights Insofar as rights arise within the scope of the development activities financed by BUNKER under this Agreement which are accessible for registration, in particular as patents and utility models, and which are not related to already existing property rights of one of the Parties, the Parties shall agree on the extent to which a joint registration of the rights is to take place. [Redacted - details for handling joint registration of IP rights]
4.3 Rights to products from the existing product pipeline • All rights to current and future developments of the existing development platform are exclusively entitled to 3a in the relationship between 3a and BUNKER. • All rights to current and future developments of the product pipeline are - subject to the provision in 4.3 above - in the relationship between 3a and BUNKER exclusively entitled to 3a, unless they have been licensed to BUNKER in accordance with the following bullet point In particular, the rights for further development and production shall remain exclusively with 3a. However, contracts with the following contractual content require the written consent of BUNKER: [Redacted - details of the type of arrangements which require written consent from Bunker] • 3a BUNKER grants, subject to the development fee pursuant to Section 6.1, the payment of the license fee pursuant to Section 6.1 and the transfer of the shares pursuant to Section 7, the worldwide, non-exclusive, sublicensable, perpetual license to distribute or have distributed by third parties, including the right to grant sublicenses, the products from the product pipeline from the time the products reach market maturity and the product and development statuses achieved in the context of the development financing for the products of the product pipeline itself or by third parties.
4.4 Rights to the new development platform and to products based on the new development platform • All rights to develop products based on the new development platform are the exclusive property of 3a. BUNKER is not enti...
Background Rights. 4.1 Unless otherwise agreed by the Parties as set forth in the License Agreement (Exhibit B), all Background Rights of a Party shall remain the sole property of this Party, no right or license to any such Background Rights shall be created, by virtue of the Project or of this Agreement, to the other Party. Background Rights of a Party shall not be used by the other Party or its Affiliates for any other purposes than carrying out the Project, or be transferred by the other Party to a Third Party without the express prior written consent of the supplying Party.
Background Rights. 6.1 To the extent MRI INTERVENTIONS is not prevented from doing so under pre-existing agreements, SIEMENS shall have a non-exclusive, non-transferable right to use the MRI INTERVENTIONS RIGHTS in order to develop, manufacture, import, offer for sale, market, sell, lease or otherwise distribute or exploit the SOFTWARE FEATURES and HOST SW FEATURES and/or any other software developed by or on behalf of SIEMENS and/or any of its AFFILIATES
(i) during the EXCLUSIVITY PERIOD within the EXCLUSIVITY FIELD (in each case notwithstanding a termination pursuant to Section 9.9 below), solely for use with MRI INTERVENTIONS’ catheters
(ii) after the EXCLUSIVITY PERIOD or outside the EXCLUSIVITY FIELD, also for use with other catheters Such right shall be sublicensable only to SIEMENS’ AFFILIATES and third party contractors with which SIEMENS or its AFFILIATES has contracted to provide software development services on behalf of SIEMENS or its AFFILIATES.
6.2 To the extent SIEMENS and/or any of its AFFILIATES is not prevented from doing so under pre-existing agreements, MRI INTERVENTIONS shall have a non-exclusive, non-transferable right to use the SIEMENS RIGHTS in order to develop, manufacture, import, offer for sale, market, sell, lease or otherwise distribute or exploit COMMERCIAL SOFTWARE and/or other software developed by or on behalf of MRI INTERVENTIONS and/or any of its AFFILIATES
(i) during the EXCLUSIVITY PERIOD within the EXCLUSIVITY FIELD (in each case notwithstanding a termination pursuant to Section 9.9 below), solely for use with Siemens MRI systems
(ii) after the EXCLUSIVITY PERIOD or outside the EXCLUSIVITY FIELD, also for use with other MRI systems. Such right shall be sublicensable only to MRI INTERVENTIONS AFFILIATES and third party contractors with which MRI INTERVENTIONS or its AFFILIATES has contracted to provide software development services on behalf of MRI INTERVENTIONS or its AFFILIATES. SIEMENS shall cause its AFFILIATES to take such actions which are reasonably necessary to give MRI INTERVENTIONS the full benefit of the right described in this Section 6.2 with respect to SIEMENS RIGHTS owned by such AFFILIATES.
6.3 No implied right or license is granted hereunder by either PARTY to any third party.
6.4 Neither PARTY represents, warrants or guarantees that the other PARTY may develop, manufacture, import, offer for sale, market, sell, lease or otherwise distribute or exploit (hereinafter “USE”) the SOFTWARE FEATURES, HOST SW FEATURES or the CO...
Background Rights. All Background Rights used in connection with this Agreement shall remain the property of the Partner Institution introducing the same.
Background Rights. Each Party shall retain sole ownership of its Background Rights, and nothing in this Agreement shall give either Party any ownership interest in or to, or any right to license, prosecute or enforce, the other Party’s Background Rights.
Background Rights. Except as set forth herein or as specifically otherwise provided in the applicable Research Assignment, neither Party shall acquire any right, title or interest in and to any Background Rights (hereinafter defined) of the other Party pursuant to this Agreement. “Background Right” as used herein shall refer to technology, whether patentable or otherwise, developed and/or owned by a Party prior to the Effective Date or independently of this Agreement and all intellectual property rights therein. Notwithstanding the foregoing two sentences, Researchers hereby grants AHM a worldwide, non-exclusive, perpetual, irrevocable, fully-paid, royalty-free right and license to any and all such Researchers Background Rights that are incorporated into or useful in connection with the full exploitation of the Research and/or the Deliverables and any modifications and improvements to such Deliverables and the maintenance thereof with the right to sublicense any or all of the foregoing in connection with making, having made, transferring, selling, offering to sell, importing and/or using the Deliverables or any products or systems that incorporate the Deliverables (including any modifications or improvements thereto). Researchers understands and agrees that AHM would not contract with Researchers for any Research or Deliverables if Researchers reserved any right whatsoever to prevent AHM from fully exploiting such Research and/or Deliverables now or in the future and therefore the license set forth in this Section 6.3 shall be construed broadly in favor of AHM.
Background Rights. GCOR Background Rights shall continue to be owned or Controlled by GCOR, subject to the licenses granted to DCC pursuant to Section 4.2. DCC Background Rights shall continue to be owned or Controlled by DCC, subject to the licenses granted to GCOR pursuant to Section 4.3.
Background Rights. OF XXXXX shall mean all know-how and proprietary rights of XXXXX existing on the EFFECTIVE DATE or arising during the term of this AGREEMENT from the separate and independent efforts of XXXXX.
Background Rights. At the start of the Project, each Party to the Agreement shall, to the best of its knowledge, set out its rights in respect of patents, designs, technical and commercial know-how, as well as any other intellectual property rights the Party brings to the Project. This also applies to rights of use that are at the free and unrestricted disposal of the Party. These rights are here designated Background Rights. These rights are and remain the property of the relevant Party, but during the project period may be used by the Parties to this Project Agreement for implementation of the Project. Such use shall not incur any additional fee or charge. Their use for any purposes other than for the Project is not permitted. The Parties shall set out these Background Rights in a list which is appended to the minutes of the Project Group’s meeting as provided for in Clause 5. A Party shall not be under any obligation to make information or rights available to another Party for the latter’s use under Clause 11, except as explicitly follows from the aforementioned list. Participating Parties undertake that, on request from one of the other Parties, they will provide that Party after the project period with at least one individual licence, on reasonable terms, for the use of Background Rights to the extent that such a licence requires, in order that the Party shall be able to use the results of the Project in its own activities, determined in accordance with Clause 12. The University and the Institute have a right to use the Background Rights of another Party insofar as this is necessary in order to use the Project Results for research and teaching in their own activities. This right shall be unlimited in time and free of charge. For the avoidance of misunderstanding, it should here be pointed out that Clause 9 on Confidential Information also applies to Background Rights. A Party is nevertheless entitled to refuse such a licence if its use would be to the detriment of that Party, or if that Party does not have free disposal over the Background Right in question. All technical information and documentation relating to Background Rights that has been handed over in connection with the Project shall be returned (subject to the proviso of a Party’s obligations to comply with a law, ordinance or court decision, or that a Party has a right to their continued use under Clause 11 on expiry of the Project Agreement) and may not be used thereafter. The rights granted in this Clause t...
