Disclosure; Ownership Sample Clauses

Disclosure; Ownership. During Executive’s employment with the Company and for a period of one (1) year thereafter, Executive shall provide the Company with written notice of all Inventions and all work that he performs during his employment with the Company that is in any way connected with the business of the Company shall be work for hire. Executive agrees that all Inventions shall be the sole and exclusive property of the Company. Executive also agrees that all Inventions that Executive discloses to others or attempts to develop, sell, patent, trademark, copyright or use within one (1) year after the last day of Executive’s employment with the Company shall be presumed to have been conceived during the term of such employment, unless Executive can establish clear and convincing evidence of specific facts that prove that Executive did not conceive the Invention during the term of such employment. Further, Executive disclaims and agrees not to assert rights in any Invention as having been made, conceived or acquired prior to employment with the Company.
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Disclosure; Ownership. Any technical information or other know how, data, procedures or formulae relating to the Products which either Party may disclose to the other pursuant to this Agreement is hereinafter called, collectively, “Information” subject to the Non-Disclosure Agreement entered into between the Parties on July 13, 2017, the Party to whom such Information is disclosed (the “Recipient”) shall observe the confidentiality restrictions set forth in Article 15.2 below with respect to all Information, except Information which:
Disclosure; Ownership. [***] shall promptly and fully disclose to [***] any and all Project Inventions. All Joint Inventions shall be [***] owned by [***]. [***] hereby agree that (i) as [***] of Joint Unrestricted Project Inventions, [***] may use or license or sublicense to any Affiliate or Third Party all such rights for any or all purposes without restriction and without any obligation to account to [***], and is hereby granted by [***] an irrevocable, royalty-free right under its interest in any Joint Unrestricted Project Inventions to use, license or sublicense any such Joint Unrestricted Project Inventions and (ii) notwithstanding anything to the contrary contained herein or under Applicable Law, (A) [***] shall have the right to use [***] in Joint Restricted Project Inventions, and [***] hereby grants [***] a royalty-free, non-exclusive license under [***] in Joint Restricted Project Inventions, solely for the performance of processing, manufacturing, purifying and testing Maytansinoid Products for, and supplying Maytansinoid Products to, [***] and [***] and (B) under no circumstances shall [***] (1) use its interest in, or practice the above license under, Joint Restricted Project Inventions for any other purpose or (2) grant a license to any Third Party under [***] in Joint Restricted Project Inventions, or grant a sublicense to any Third Party under the above license to Joint Restricted Project Inventions, for any purpose except as provided for under Section 2.3. The Parties agree that, [***] Joint Restricted Project Inventions, [***] may use or license or sublicense to any Affiliate or Third Party all such rights for any and all purposes without restriction and without any obligation to account to [***], and [***] is hereby granted by [***] an irrevocable, royalty-free right under [***]in any Joint Restricted Project Inventions to use, license or sublicense any such Joint Restricted Project Inventions. The Parties acknowledge that, with the exception of works of authorship solely covering [***], all original works of authorship made by Sicor within the scope of the services it provides in accordance with the Project are “works made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C. § 101). Without prejudice to any retention rights it may otherwise have hereunder, Sicor further agrees that upon completion or termination of this Agreement, Sicor will turn over to ImmunoGen, or make such disposition thereof as may be directed or approved by...
Disclosure; Ownership 

Related to Disclosure; Ownership

  • Ownership Information The Participant hereby covenants that so long as the Participant holds any LTIP Units, at the request of the Partnership, the Participant shall disclose to the Partnership in writing such information relating to the Participant’s ownership of the LTIP Units as the Partnership reasonably believes to be necessary or desirable to ascertain in order to comply with the Code or the requirements of any other appropriate taxing authority.

  • Disclosure of Material Information The Company covenants and agrees that neither it nor any other person acting on its behalf has provided or will provide any Purchaser or its agents or counsel with any information that the Company believes constitutes material non-public information, unless prior thereto such Purchaser shall have executed a written agreement regarding the confidentiality and use of such information. The Company understands and confirms that each Purchaser shall be relying on the foregoing representations in effecting transactions in securities of the Company.

  • Disclosure; 10b-5 The Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, if any, at the time it became effective, complied in all material respects with the Securities Act and the Exchange Act and the applicable rules and regulations under the Securities Act and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus and the Prospectus Supplement, each as of its respective date, comply in all material respects with the Securities Act and the Exchange Act and the applicable rules and regulations. Each of the Prospectus and the Prospectus Supplement, as amended or supplemented, did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The SEC Reports, when they were filed with the Commission, conformed in all material respects to the requirements of the Exchange Act and the applicable rules and regulations, and none of such documents, when they were filed with the Commission, contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein (with respect to the SEC Reports incorporated by reference in the Prospectus or Prospectus Supplement), in light of the circumstances under which they were made not misleading; and any further documents so filed and incorporated by reference in the Prospectus or Prospectus Supplement, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the applicable rules and regulations, as applicable, and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made not misleading. No post-effective amendment to the Registration Statement reflecting any facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein is required to be filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Prospectus or Prospectus Supplement, or to be filed as exhibits or schedules to the Registration Statement, which have not been described or filed as required. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading.

  • Disclosure of Confidential Information Any Finance Party may disclose:

  • Disclosure of Beneficial Ownership Notwithstanding any other provision of the Deposit Agreement or this ADR, each Holder and Beneficial Owner agrees to comply with requests from the Company pursuant to the laws of Jersey or The United Kingdom, the rules of the London Stock Exchange and any other stock exchange on which the Shares are, or will be, registered, traded or listed or the Memorandum and Articles of Association of the Company, which are made to provide information, inter alia, as to the capacity in which such Holder and Beneficial Owner owns ADSs (and Shares as the case may be) and regarding the identity of any other person interested in such ADSs and the nature of such interest, whether or not they are Holders at the time of such request. The Depositary agrees to use its reasonable efforts to comply, at the Company's expense, with written instructions received from the Company requesting that the Depositary forward any such request from the Company to the Holder and to forward to the Company any such responses to such requests received by the Depositary. Each Holder or Beneficial Owner agrees that such Holder or Beneficial Owner, (i) is bound by and subject to the Articles of Association of the Company as if such Holder were a registered holder of Shares and (ii) will provide such information within the prescribed period as the Company may request in a disclosure notice ("Disclosure Notice") given pursuant to any applicable provision of Jersey or United Kingdom law or the Articles of Association of the Company. Each Holder and Beneficial Owner further acknowledges that failure by such Holder or Beneficial Owner to provide on a timely basis the information required in any Disclosure Notice may result in the withholding of certain rights in respect of such Holder's or Beneficial Owner's American Depositary Shares including, without limitation, voting rights, the right to receive dividends or other payments and rights of free transferability in respect of the Shares represented by such American Depositary Shares. Each Holder and Beneficial Owner agrees to comply with all applicable provisions of Jersey and United Kingdom law and the Articles of Association of the Company with regard to notification to the Company of such Holder's or Beneficial Owner's interest in Shares, including any provision requiring such Holder to disclose within a prescribed period an interest in Shares equal to or in excess of three percent (3%) of such Shares outstanding or such other percentage as may be required from time to time pursuant to any provision of Jersey or United Kingdom law or the Articles of Association of the Company.

  • Beneficial Ownership Information Prompt written notice of any changes to the beneficial ownership information set out in Section 14 of the Perfection Certificate. Borrower understands and acknowledges that Bank relies on such true, accurate and up-to-date beneficial ownership information to meet Bank’s regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers;

  • No Disclosure of Confidential Information The Consultant acknowledges that the Company’s trade secrets and private processes, as they may exist from time to time, and confidential information concerning the formation and development of the Bank, the Bank’s planned products, technical information regarding the Bank, and data concerning potential customers of and investors in the Bank are valuable, special, and unique assets of the Company, access to and knowledge of which are essential to the performance of the Consultant’s duties under this Agreement. In light of the highly competitive nature of the industry in which the business of the Company is conducted, the Consultant further agrees that all knowledge and information described in the preceding sentence not in the public domain and heretofore or in the future obtained by the Consultant as a result of his engagement by the Company shall be considered confidential information. In recognition of this fact, the Consultant agrees that the Consultant will not, during or after the term of this Agreement, disclose any of such secrets, processes, or information to any person or other entity for any reason or purpose whatsoever, except as necessary in the performance of the Consultant’s duties as a consultant to the Company and then only upon a written confidentiality agreement in such form and content as requested by the Company from time to time, nor shall Consultant make use of any of such secrets, processes or information for Consultant’s own purposes or for the benefit of any person or other entity (except the Company and its subsidiaries, if any) under any circumstances during or after the term of this Agreement.

  • Ownership of Confidential Information The Employee acknowledges that the Confidential Information is and will be the sole and exclusive property of the Company. The Employee acknowledges that the Employee has not, and will not, acquire any right, title or interest in or to any of the Confidential Information.

  • Share Ownership No officer or director or any direct or indirect beneficial owner (including the Insiders) of any class of the Company’s unregistered securities is an owner of shares or other securities of any member of FINRA participating in the Offering (other than securities purchased on the open market).

  • Company Ownership Company will own its respective right, title, and interest, including Intellectual Property Rights, in and to the Company Data. Company hereby grants BNYM a limited, nonexclusive, nontransferable license to access and use the Company Data, and consents to BNYM's permitting access to, transferring and transmitting Company Data, all as appropriate to Company's use of the Licensed Rights or as contemplated by the Documentation.

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