Developed Intellectual Property. Employee also acknowledges and agrees that in connection with the performance of Employee’s duties, Employee may author, create, or develop Confidential Information, trade secrets, and other intellectual property, both alone or in conjunction with others. With respect to any and all trade secrets, inventions (whether or not patentable), discoveries, conceptions, ideas, copyrights (including copyrights in software), know-how, other intellectual property or proprietary rights and/or improvements to any of the same authored, created, conceived, developed, or reduced to practice by Employee or Parsley (whether alone or in combination with others) (a) during Employee’s working hours, or (b) at Parsley’s, expense, or (c) using any of Parsley’s, materials or facilities, or (d) that relates to the business of Parsley or to the research or development of Parsley (collectively, “Developed Intellectual Property”), Employee agrees that the same are, and shall be, the exclusive property of the Parsley Group. Employee further acknowledges that all original works of authorship made by Employee (solely or jointly with others) that constitute Developed Intellectual Property are “works made for hire,” as that term is defined in the United States Copyright Act. Without limiting the immediately preceding sentence, Employee agrees to and does hereby assign to Parsley, or its nominee, Employee’s entire right, title, and interest in and to all Developed Intellectual Property. For clarity, such assignment includes all registrations or applications for registration of such Developed Intellectual Property, including any U.S. or international applications for patents or copyright registrations filed during or after the Term of this Agreement. Employee shall promptly disclose all such works made for hire and other Developed Intellectual Property to Parsley and, both during and after the Term of this Agreement, agrees to execute, at no cost to Parsley, any and all documents that Parsley reasonably deems necessary to obtain, maintain, protect and/or enforce its worldwide right to, title interest in, and ownership of such works made for hire and Developed Intellectual Property.
Developed Intellectual Property. Subject to clauses 6.2 and 6.3, all other Intellectual Property created, conceived, developed or reduced to practice in the course of the performance of our Services (including any Additional Services) vests in and is assigned to us with effect from its creation.
Developed Intellectual Property. In the event any of the Services require or involve the development or creation of Intellectual Property Rights by Change Healthcare employees, agents, subcontractors or other representatives, whether independently or jointly with Connect LLC (“Developed Intellectual Property”), Change Healthcare and Connect LLC shall enter into one or more statements of work substantially in the form attached hereto as Exhibit C with respect to the scope, ownership, confidentiality and permitted uses of such Developed Intellectual Property.
Developed Intellectual Property. (a) Any and all Intellectual Property developed pursuant to the terms of this Agreement (including in the course of providing the Services and delivering the Deliverables) (Developed IP) will exclusively vest on creation in CPA Australia including all legal and beneficial ownership rights.
(b) CPA Australia grants to the Supplier a non-exclusive, non-transferable, royalty free licence, with no right of sub- licence to use the Developed IP (including any modified or updated versions of the Developed IP created by the Supplier) solely for the purpose of providing the Services and Deliverables in accordance with this Agreement.
Developed Intellectual Property. All Intellectual Property invented, created, or developed by either Party, its employees or agents acting alone or together in connection with the development or use of the Products under this Agreement that relates to any of the Products or that is otherwise created using, or that incorporates, Qorvo Background IP, in each case, other than Excluded Zomedica IP (the “Developed IP”) will be owned by Qorvo. Accordingly, Zomedica hereby assigns and agrees to assign all of its rights, title, and interests in and to the Developed IP to Qorvo and Qorvo hereby accepts and will accept such assignment. Zomedica will ensure that all of its employees and subcontractors that may invent, create, or develop Developed IP have entered into written obligations to provide notification of, and assign, all Developed IP to Qorvo. Zomedica will promptly disclose to Qorvo all Developed IP invented, created, or developed by or on behalf of Zomedica during the course of performing activities under this Agreement. For Developed IP invented, created, or developed (a) solely by Zomedica, a Sublicensee or an employee or agent acting on behalf of Zomedica or a Sublicensee, or (b) jointly by the Parties (including by any Sublicensee of a Party or any of their respective employees or agents) ((a) and (b), collectively, “Zomedica Developed IP”), Qorvo grants to Zomedica a perpetual, irrevocable, non-exclusive, sublicensable, transferable (in accordance with Section 15.2 (Assignment)), royalty-free, fully-paid license under such Zomedica Developed IP for any and all purposes in the Field. For the avoidance of doubt, the foregoing license grant to Zomedica Developed IP does not grant Zomedica any right to use Intellectual Property that is owned or controlled by Qorvo, other than the Zomedica Developed IP.
Developed Intellectual Property. All patents, trade secrets, inventions, technology, and other intellectual property rights (collectively, “Intellectual Property”) arising from the performance of the Feasibility Study shall be jointly owned by Krele and Lipocine. Each of the Parties shall have the sole right to file patent applications related to their respective Intellectual Property and the Parties shall mutually determine which Party shall file patent applications for jointly-owned Intellectual Property. Each Party shall execute such assignments and other documents as the other Party may reasonably request to enable the Parties to perfect assignments to the other Party of the Intellectual Property as provided herein and to protect the Intellectual Property.
Developed Intellectual Property. Subject to Clause 6.2(b), Customer owns all Intellectual Property in any developed software, materials, deliverables or reports (Deliverables) which Kineo creates for Customer in performing the Services, or which are generated in Customer’s use of the Services. To the extent any Deliverable contains any of Kineo’s pre- existing Intellectual Property, Kineo grants Customer a non-exclusive licence to use (including right to modify and maintain) that pre-existing Intellectual Property as part of the Deliverable for Customer’s internal business purposes (including allowing access and use by a third party).
Developed Intellectual Property. (a) Any Intellectual Property developed pursuant to this Agreement (including in the course of providing the Services and delivering the Deliverables) (Developed IP) will exclusively vest on creation in CPA Australia including all legal and beneficial ownership rights.
(b) The Supplier hereby assigns, and must procure that its personnel assign, all Intellectual Property rights in the Developed IP to CPA Australia upon creation.
(c) CPA Australia grants to the Supplier a non-exclusive, non- transferable, royalty free licence, with no right of sub- licence, to use the Developed IP (including any modified or updated versions of the Developed IP created by the Supplier) solely for the purpose of providing the Services and/or Deliverables in accordance with the Agreement. The Supplier must not do or cause to be done anything which will prejudice the subsistence of CPA Australia’s right, title and interest in the Developed IP.
Developed Intellectual Property. (a) Except as otherwise expressly agreed on a case-by-case basis by an agreement in writing executed by the Parties (in circumstances where the Parties will each be making material contributions to joint development activities) (any such agreement, a “Joint Development Agreement”), all Intellectual Property conceived, discovered, invented or first reduced to practice by Hygs or H2C (or by their respective Affiliates, agents and representatives, including their respective contractors) pursuant to, in the course of the conduct of, or resulting from the performance of, the Technology Work Plan, regardless of whether either Party acts alone or jointly with the other in making such contributions (the “Developed Intellectual Property”), shall, as between the Parties, be owned solely and exclusively:
(i) by Hygs, where such Developed Intellectual Property (including, for certainty, any Jointly Developed Intellectual Property) is in respect of the Stack or the Balance of Stack; or
(ii) by H2C, where such Developed Intellectual Property (including, for certainty, any Jointly Developed Intellectual Property) is in respect of the Balance of Plant; and nothing herein confers any rights in such Developed Intellectual Property to the other Party, except as set out in Section 6.2(b). Each Party shall communicate in writing with the other Party in connection with all Jointly Developed Intellectual Property and, in particular, shall provide reasonable notice to the other Party prior taking steps to obtain patent rights in respect of, or making any publications in connection with, its Jointly Developed Intellectual Property. In the event of a disagreement between the Parties regarding the allocation of Intellectual Property rights in connection with any Jointly Developed Intellectual Property, the Coordinating Committee shall, subject to Section 8.2, promptly review and resolve the matter. Each Party agrees to cooperate reasonably with the other Party to execute assignment documents and inventor declarations as necessary for a Party to perfect its rights in accordance with the foregoing provisions.
(b) Each Party hereby grants to the other Party and its agents and representatives (including, without limitation, its third-party contractors) a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, non-transferable (except as specified herein) license to the Jointly Developed Intellectual Property allocated to (and owned by) such (first) Party in accord...
Developed Intellectual Property. Any Improvements will be the property of sanofi-aventis and shall be included in the sanofi-aventis IP to the extent they relate to the manufacture of Products and licensed to CPP in accordance with the terms of Section 11.1.
