Disclosure; Assignment. Subject to Section 8.4.1, Executive will promptly and fully disclose to the Company, or any persons designated by it, any and all Developments made or conceived or reduced to practice or learned by Executive, either alone or jointly with others during the Employment Period. Executive hereby assigns all right, title and interest in and to any and all of these Developments to the Company. Executive shall further assist the Company, at the Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights specified to be so owned or assigned. Executive hereby irrevocably designates and appoints the Company and its agents as attorneys-in-fact to act for and on Executive’s behalf to execute and file any document and to do all other lawfully permitted acts to further the purposes of the foregoing with the same legal force and effect as if executed by Executive.
Disclosure; Assignment. Acucela shall promptly disclose to Otsuka in writing the development, making, conception or reduction to practice of any Developed Know-How, and Acucela does hereby expressly and irrevocably assign and convey, and shall cause its Affiliates and contractors (in accordance with Section 4.5) to so assign and convey, to Otsuka, without compensation, all right, title and interest in and to any such Developed Know-How. The assignment and transfer of all such Developed Know-How to Otsuka shall occur instantly and automatically upon the development, making, conception or reduction to practice, as the case may be, of such Developed Know-How and shall not require any further deeds or documents to be exchanged between the Parties; provided, however, that upon the request of Otsuka, Acucela shall execute and deliver (and have executed and delivered by its contractors, employees and agents) any and all declarations, applications, assignments and other documents, and provide all other assistance, that Otsuka reasonably determines may be necessary or desirable to apply for, obtain or perfect Otsuka’s ownership of all right, title and interest in Developed Know-How. Acucela shall enter an appropriate agreement with each of its employees who is involved in Development, pursuant to which such employee shall agree to (i) assign to Acucela ownership of all Developed Know-How and (ii) not use (other than in connection with conducting Development) or disclose to any Third Party any Developed Know-How.
Disclosure; Assignment. Advisor shall immediately disclose to Company all Developed Property. Advisor shall promptly shall execute and deliver to the Company any instruments deemed necessary by the Company to effect disclosure and assignment by Advisor to the Company of any Developed Property. Upon the request of the Company and at the Company’s expense, Advisor shall execute patent and copyright applications and any other instruments deemed necessary by the Company for the prosecution of such patent applications or the acquisition of letters patent or registration of copyrights in the United States and/or foreign countries which may be based in whole or in part on Developed Property. Notwithstanding the fact that Company may request additional written assignments or applications, this assignment shall be deemed sufficient to convey all of Advisor’s right, title and interest in any Developed Property.
Disclosure; Assignment. Consultant promptly shall execute and deliver to SESI any instruments deemed necessary by SESI to effect disclosure and assignment by Consultant to SESI of any Developed Property, Upon the request of SESI and at SESI’s expense, Consultant shall execute patent and copyright applications and any other instruments deemed necessary by SESI for the prosecution of such patent applications or the acquisition of letters patent or registration of copyrights in the United States and/or foreign countries which may be based-in-whole or in part on Developed Property.
Disclosure; Assignment. 13.1. No official statement or other disclosure document has been prepared in connection with this Financing Agreement and the Borrower has no obligation in connection with this Financing Agreement to provide any disclosure regarding operating information or material events to the Municipal Securities Rulemaking Board or any dissemination agent. The Borrower is obligated to provide information to the Lender in connection with this Financing Agreement only as specifically stated in this Financing Agreement.
Disclosure; Assignment. X’Xxxxxx agrees to promptly disclose to Mellon any and all such Inventions and deliver to Mellon, upon its request, a written description of such Intellectual Property and any available documentary or other materials evidencing such Intellectual Property. X’Xxxxxx hereby assigns to Mellon the sole and exclusive right to such Intellectual Property and waives any license or other special right which X’Xxxxxx may have or accrue therein, and that, upon request of Mellon, X’Xxxxxx will execute and deliver any and all documents or instruments and take any other action which Mellon shall deem necessary to assign to and vest completely in it, to perfect trademark, trade secret, copyright and patent protection with respect to, or to otherwise protect Mellon’s trade secrets and proprietary interest in, such Intellectual Property. X’Xxxxxx will also upon Mellon’s request, execute any documents necessary or advisable in the opinion of Mellon’s counsel to direct the issuance of patents, trademarks or copyrights to Mellon or its designated affiliate with respect to such Intellectual Property as are to be Mellon’s exclusive property or to vest in Mellon title to such Intellectual Property, the expense of securing any patent, trademark or copyright, however, to be borne by Mellon. X’Xxxxxx will hold for sole benefit of Mellon any Intellectual Property which is to be its exclusive property for which no patent, trademark or copyright is issued.
Disclosure; Assignment. Each Party will promptly disclose to the other Party in writing, and will cause its Affiliates to so disclose, the discovery, development, invention or creation of any new Fortis Background IP or Collaboration IP, or FibroGen Other Collaboration IP necessary to Exploit any Product or any Modified Product, under this Agreement. (i) Fortis will ensure that employees or agents of Fortis, its Affiliates and their Subcontractors that are conducting Development Activities have entered into employment or contracting agreements whereby their entire right, title and interest in and to Know-How and Patent Rights that are Collaboration IP has been assigned to Fortis as of the date of invention; and (ii) FibroGen will ensure that employees or agents of FibroGen, its Affiliates and their Subcontractors that are conducting activities under this Agreement have entered into employment or contracting agreements whereby their entire right, title and interest in and to Know-How and Patent Rights that are Collaboration IP or FibroGen Other Collaboration IP has been assigned to FibroGen as of the date of invention, in each case (i) and (ii) as is necessary to enable such Party to fully effect the ownership of such Collaboration IP and FibroGen Other Collaboration IP as provided for in Section 8.2(a) and Section 8.2(b). Each Party shall, and shall cause its Affiliates, employees, agents, and Subcontractors to, cooperate with such other Party and take all reasonable additional actions and execute such agreements, instruments and documents as may be reasonably required to perfect such other Party’s right, title and interest in and to Collaboration IP as set forth in Section 8.2(a).
Disclosure; Assignment a. SUBSCRIBER SHALL NOT DISCLOSE, DISSEMINATE OR COPY ANY OF THE COMPUTER PROGRAMS OR RELATED DOCUMENTATION ACCESSED HEREUNDER, INCLUDING, and WITHOUT LIMITATION, ANY SYSTEM PASSWORDS OR OTHER SECURITY FEATURES. SUBSCRIBER AGREES THAT XXXXXXX MLS SHALL HAVE THE RIGHT TO DISCONTINUE SERVICE UPON THE SUBSCRIBER'S DEFAULT OR UPON TERMINATION OF THIS AGREEMENT, INCLUDING THE EVENT OF A TERMINATION FOR DEFAULT BY PERSONS OTHER THAN SUBSCRIBER. ANY TERMINATION OF THIS AGREEMENT BY XXXXXXX MLS AS PROVIDED HEREUNDER SHALL BE WITHOUT PREJUDICE TO ANY RIGHT OR CLAIM FOR ARREARS OF PAYMENTS AND WITHOUT ANY LIMITATION WHATSOEVER OF ANY OTHER LEGAL OR EQUITABLE RIGHTS IT MAY HAVE.
Disclosure; Assignment. Xxxxxx agrees to promptly disclose to Mellon any and all such Inventions and deliver to Mellon, upon its request, a written description of such Intellectual Property and any available documentary or other materials evidencing such Intellectual Property. Xxxxxx hereby assigns to Mellon the sole and exclusive right to such Intellectual Property and waives any license or other special right which Xxxxxx may have or accrue therein, and that, upon request of Mellon, Lamere will execute and deliver any and all documents or instruments and take any other action which Mellon shall deem necessary to assign to and vest completely in it, to perfect trademark, trade secret, copyright and patent protection with respect to, or to otherwise protect Mellon’s trade secrets and proprietary interest in, such Intellectual Property. Xxxxxx will also upon Mellon’s request, execute any documents necessary or advisable in the opinion of Mellon’s counsel to direct the issuance of patents, trademarks or copyrights to Mellon or its designated affiliate with respect to such Intellectual Property as are to be Mellon’s exclusive property or to vest in Mellon title to such Intellectual Property, the expense of securing any patent, trademark or copyright, however, to be borne by Mellon. Xxxxxx will hold for sole benefit of Mellon any Intellectual Property which is to be its exclusive property for which no patent, trademark or copyright is issued.
Disclosure; Assignment. Consultant promptly shall execute and deliver to Company any instruments deemed necessary by Company to effect disclosure and assignment by Consultant to Company of any Developed Property. Upon the request of Company and at Company's expense, Consultant shall execute patent and copyright applications and any other instruments deemed necessary by Company for the prosecution of such patent applications or the acquisition of letters patent or registration of copyrights in the United States and/or foreign countries which may be based in whole or in part on Developed Property.
