Existing Technology. Each party acknowledges that the other party owns certain technology and Intellectual Property Rights which have been independently developed by, or at the request of, such other party, whether prior to, during or subsequent to the Term. Except as expressly provided in this Agreement, neither this Agreement nor the activities performed hereunder, shall give either party any rights or interest in or to the technology or Intellectual Property Rights of the other party (or of any Materials provided by such party). Each party owns, and shall continue to own, all right, title and interest in and to its respective technology, including, without limitation, all Intellectual Property Rights relating thereto. Without limiting the generality of the foregoing, at all times during and after the Term, Biocept shall own all rights to its CEE™ technology, Selector technology (if utilized) and any improvements related thereto, generated during the performance of this Agreement. Biocept and Life Technologies shall promptly notify the other in writing upon becoming aware of any alleged or threatened third party infringement of any Intellectual Property Rights related to the Tests. Biocept shall have the right to bring and control any action or proceeding with respect to any such infringement at its own expense and by counsel of its own choice. If Biocept elects not to bring any such action or proceeding with respect to such infringement, it shall promptly notify Life Technologies of the same and agrees to consider, in good faith a request by Life Technologies to bring any such action or proceeding. Any agreement allowing Life Technologies to bring such action or proceeding on behalf of Biocept shall be set forth in a separate written agreement between the parties. Except as expressly provided above, the parties shall be under no obligation to enforce any of their Intellectual Property Rights against any actual or threatened Third Party infringements.
Existing Technology. Starwave shall provide, on a royalty free basis, Technology existing as of the date of this Agreement, including, without limitation, interactive software development tools, middleware and engines owned or licensed by Starwave or its Affiliates (provided that Starwave has the right, with no additional monies owed, to license any such technology to ESPN, subject to Section 5.1) for use in the development and delivery of the Sports Products. Such Technology shall be licensed by Starwave, on a royalty free.
Existing Technology. All Battery Technology rights Controlled by Buyer as of the Effective Date and Buyer Technology will continue to be Controlled by Buyer. All Battery Technology rights Controlled by EPMP LLC as of the Effective Date and EPMP LLC Technology will continue to be Controlled by EPMP LLC.
Existing Technology. The Company has provided and is providing Consultants with access to its proprietary technology solely to permit the Consultants to comply with their obligations under this Order and the Consulting Agreement. The parties acknowledge and agree that the Company remains the sole and exclusive owner of such technology.
Existing Technology. Each party shall negotiate in good faith the ------------------- financial value of the intellectual property licenses granted hereunder for the technology of such party that is included in (a) the Interoperability Technology; and/or (b) the satellite digital audio radio system of the other party. The applicability, validity, value, use, importance and available alternatives of each party's intellectual property rights with respect to (i) the Interoperability Technology; and (ii) the other party's satellite digital audio radio system shall be considered in determining the financial value of such intellectual property licenses. In the event that the parties fail to reach agreement regarding the financial value of such intellectual property licenses within ninety days of the Effective Date, the parties shall resolve the dispute through binding arbitration in accordance with Section 13.02. The financial value agreed by the parties or determined by arbitration to be attributed to each party's existing technology licenses granted hereunder shall be set forth on a schedule which shall be approved in writing by both parties. Each party shall receive a credit against its contribution to fees, costs and expenses that this Agreement may require equal to the value attributed to its technology pursuant to this Section.
Existing Technology. It is expressly understood by Assignee that nothing in this Agreement shall be construed as a license, assignment, grant or transfer by Assignor of the intellectual property, technology, know-how, patents, patent applications listed in Exhibit C to this Agreement or of any trade secrets related thereto, in either case to the extent outside of the Field.
Existing Technology. The parties agree that as between Tower and Alien, unless otherwise provided in a SOW: (i) Existing Technology of Alien and all Intellectual Property Rights therein are and shall be owned by, and shall remain the sole and exclusive property of Alien; and (ii) Existing Technology of Tower and all Intellectual Property Rights therein are and shall be owned by, and shall remain the sole and exclusive property of Tower. Except as arid to the extent otherwise provided in this Agreement or an applicable SOW, neither this Agreement nor the performance of Services hereunder shall give either Tower or Alien any ownership interest in or right to any Existing Technology or Existing Intellectual Property Rights held by the other party.
Existing Technology. Subject to the licenses granted herein, each party shall have and retain exclusive ownership of its own technology, information, data, know-how, ideas, designs, software, inventions, documentation, resources and all other tangible and intangible items, which exist as of the Effective Date, and all Intellectual Property related therein and thereto ("Existing Technology").
Existing Technology. Other than as explicitly set forth in this Agreement, nothing in this Agreement shall be construed as granting either Party any right or license to the other Party’s existing Intellectual Property Rights as of the Effective Date or in Derivative Works thereof.
Existing Technology. BH owns, has developed, has acquired, or has obtained exclusive license rights to certain software, know-how, and trade secrets, and all intellectual property rights therein, prior to or independent of this Agreement (the “BH Background Technology”) that XX xxxxx proprietary. BH shall retain all rights and ownership in all the BH Background Technology. To the extent that any Work Product under this Agreement infringes BH’s rights to the BH Background Technology, BH grants to LGI a perpetual, royalty-free, non-exclusive, sub-licensable and irrevocable right and license to use, modify, and copy such BH Background Technology. Any such license with respect to the BH Background Technology shall be limited solely to LGI’s SM Service, as set forth in this Agreement, and LGI may not use the BH Background Technology for any other Program or purpose.
