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 ABC, subject to Section 5.1) for use in the development and delivery of the News Products. Such Technology shall be licensed by Starwave, on a royalty free basis.
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. 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. 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. 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. 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. Subject to Section 9.5.4 below, each of Array and Celgene, in its sole discretion, may Prosecute and Maintain Patents covering the Array Technology or Celgene Technology, respectively, and such Prosecution and Maintenance shall be at the expense of the Party owning such Patent; provided, however, that during the Option Term and for so long thereafter as Celgene retains rights (under the Celgene Product Option, by license or otherwise) to Compounds that modulate the Target to which the Patents listed in Schedule 9.5.2 relate, Array shall provide Celgene with copies of all correspondence regarding the prosecution of such Patents with sufficient time for Celgene to comment, and to the extent possible, at least sixty (60) days prior to any response being due to the applicable patent office, and Array will consider in good faith reasonable comments provided by
Existing Technology. In consideration for the Company's payment of 250,000 shares of its Common Stock and $850,625.00, US Dollars, THREE-SPACE hereby assigns, sells, transfers and conveys to the Company all of its right, title and interest, on a worldwide basis, in and to all software, designs, copyrights, documentation, patents, trade secrets and any other technology or intellectual property rights that: (i) are incorporated into the ACIS 3.0 software and its related husks (the " Existing Assets"), (ii) have been or are in the process of being developed as of December 31, 1997 pursuant to the Prior Development Agreement (the "In Process Research"). Five hundred thousand dollars ($500,000) of the cash consideration was paid on December 31, 1997 and the
