Foreground Technology Sample Clauses

Foreground Technology. (a) For purposes of determining inventorship under this Section 12.1, inventorship will be determined in accordance with United States patent laws (regardless of where the applicable activities occurred). (b) As between the Parties, Xxxxxx will be the sole owner of any Foreground Know-How that [***], and will own and retain all rights, title and interest thereto, subject to any rights or licenses expressly granted by Kymera to Sanofi under this Agreement. For clarity, [***]. Any dispute of whether any [***] will be governed by Sections 9.9.2(b)(iii) and 9.9.2(b)(iv). (c) Except as expressly set forth in Section 12.1.2(b), as between the Parties, each Party will be the sole owner of any Foreground Know-How discovered, developed, invented or created solely by such Party, its Affiliates, or Third Parties acting on its or their behalf, and all Patents that Cover any of the foregoing. The Parties will jointly own, on an equal and undivided basis any Foreground Know-How discovered, developed, invented or created jointly by both (i) Sanofi, its Affiliates, or Third Parties acting on behalf of Sanofi or its Affiliates and (ii) Kymera, its Affiliates, or Third Parties acting on behalf of Kymera or its Affiliates, and all Patents, including [***], that claim or encompass any of the foregoing [***]. [***]. (d) Subject to Sections 9.9.2(b)(iii) and 9.9.2(b)(iv) for any dispute of whether any Foreground Technology is Platform Foreground Technology, [***]. (e) Promptly following receipt by Kymera or any of its Affiliates of an invention disclosure with respect to any invention discovered, developed, invented or created, solely or jointly, by Kymera, its Affiliates, or Third Parties acting on its or their behalf that constitutes Foreground Technology, Kymera will promptly disclose to Sanofi in writing, and will cause its Affiliates to so disclose, the discovery, development, invention or creation of such Foreground Technology. Promptly following receipt by Sanofi or any of its Affiliates of an invention disclosure with respect to any invention that is discovered, developed, invented or created, solely or jointly, by Sanofi, its Affiliates, or Third Parties acting on its or their behalf that constitutes Foreground Technology, Sanofi will promptly disclose to Kymera in writing, and will cause its Affiliates to so disclose, the discovery, development, invention or creation of such Foreground Technology.
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Foreground Technology. All Foreground Technology will be the sole and exclusive property of Honeywell and Honeywell will retain any and all rights to file any patent applications or other registrations thereon. To the extent required, Subcontractor hereby agrees to grant and grants to Honeywell any and all license rights in Subcontractor’s Background Technology required for Honeywell to use the assigned Foreground Technology in the normal course of Honeywell’s business operations.
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Foreground Technology a. From the Effective Date and thereafter, all Foreground Technology shall be jointly owned by Iteris and Valeo. b. The Parties will reasonably pursue registered protection of the Foreground Technology, including patent protection to protect inventions, and will each consult with the other Party to determine whether and in which countries protection shall be sought, which Party shall bear the responsibility (including any expense) for pursuing the protection and maintaining any resulting right (e.g., patent), the desired scope of protection, and which Party shall control prosecution of any application for such right. c. If it is determined that only one Party wishes to file or maintain an application to protect Foreground Technology in a country, then the non-filing Party will assign its interest in the rights following from such filed or maintained application in that country to the other (who shall own it exclusively) with the non-filing Party retaining a non-exclusive license (with the right to sub-license within the scope of this Agreement) under any resulting right in such country. Royalties payable shall be as set forth in Article 7.3(b). Where only one Party files an application under this part, that Party shall bear all expenses. d. During the term of this Agreement, the Parties agree that they will not grant any license or right under or otherwise alienate or encumber their respective interest in any jointly owned Foreground Technology, without the prior written approval of the other joint owner except that Iteris may license, alienate or encumber rights that do not cover applications for Class 1 and 2 Vehicles and Valeo may license, alienate or encumber rights that do not cover applications for Class 3 through 8 Vehicles. Either Party may, without prior written approval, in a limited license, grant to its Affiliates the right to use Foreground Technology to the extent that the licensing Party itself is permitted to use the Foreground Technology under this Agreement, subject to all limitations and restrictions (including, but not limited to, obligations related to accounting and royalties). In the absence of an agreement otherwise, which the Parties agree to negotiate in good faith, any royalties paid by any third party for a license to any jointly owned Foreground Technology for which the written approval of the other Party is required will be shared equally by the Parties. Royalties paid by any third party for a license to any jointly owned Fore...
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Foreground Technology. Foreground Technology, including all associated Intellectual Property Rights, shall be assigned and/or licensed between the Parties as follows: (a) The Parties shall jointly own all Intellectual Property Rights to Joint Technology. [* * *] Each Party shall solely own all modifications and derivative works to the Joint Technology that it creates after the Term, without any disclosure, financial or cross-license obligation to the other Party. (b) Sole Foreground Technology shall be solely owned by the Party that created it. (c) Both parties may use the other party’s Intellectual Property Rights in Sole Foreground Technology solely for the purpose of advancing the goals of the Project during the term of this Agreement. (d) [* * *] (e) The Parties agree to work in good faith to classify Foreground Technology into an appropriate category (Sole Foreground Technology, Joint Technology). Inventorship of inventions and authorship of copyrightable works conceived and/or reduced to practice, or authored, under this Project (i.e., sole or joint) shall be determined in accordance with the patent and copyright laws of the United States, as the case may be.
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Foreground Technology. Subject to the restrictions set forth in this Agreement, all Foreground Technology shall be jointly owned by the Parties without an obligation to account to the other Party.
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Foreground Technology. The Parties anticipate that the Project may result in the development of certain new developments, materials, compounds, Confidential Information, or other intellectual property (collectively, “Foreground Technology”). The Parties shall jointly and equally own any and all Foreground Technology, and all Intellectual Property Rights pertaining thereto. To the extent the Parties enter into a JV Agreement as anticipated in Section 2.3 above, the JV Agreement shall include provisions with respect to the joint management of such jointly owned Foreground Technology and Intellectual Property Rights, and the manner in which the Parties may use them. In the event this Agreement terminates, and a JV Agreement is not executed, then each Party shall be free to use the Foreground Technology without the consent of, or accounting to, the other Party, provided however, that to the extent the Foreground Technology or any portion thereof may be patentable, the Parties shall discuss in good faith the manner in which they would apply for, register and maintain the jointly owned patents1
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Foreground Technology. Except as provided in Paragraph 8.3 below, to the extent that Foreground Technology does not constitute Joint Foreground Technology, each Party will solely own all rights, titles and interests in its respective Foreground Technology, including Intellectual Property Rights therein. Each Project Agreement may specify in detail the classification and ownership rights of the Foreground Technology developed in conjunction with the specific Project. If either Party desires to file a patent or any other Intellectual Property Right based upon its Foreground Technology, it shall notify the other Party prior to any filing of the proposed filing in reasonable detail.
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Foreground Technology 
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Related to Foreground Technology

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you.

  • Foreground IP The following subparagraphs of this paragraph e shall not apply to any Services to the extent their development was funded by the U.S. Government. i. All IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorship, such works shall be works made for hire with the copyrights vesting in Buyer. Seller hereby transfers, conveys, and assigns all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyer. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as permitted under this Contract. Seller shall not, without Buyer’s prior written consent, use Foreground IP or such derivative works in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground IP.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Background IP As between the Parties, each Party will retain all right, title and interest in and to all of its Background IP.

  • Joint Technology The Parties agree that, in order to effectuate the provisions of Section 4.4.2, subject to any exclusive licenses granted hereunder, (a) the non-use provisions of this Article 9 shall not apply to each Party’s use of Joint Technology, and (b) each Party may disclose the Joint Technology to Third Parties who are under terms of confidentiality no less strict than those contained in this Agreement.

  • Third Party Technology The Company makes use of third party technology to collect information required for traffic measurement, research, and analytics. Use of third party technology entails data collection. We therefore would like to inform clients the Company enables third parties to place or read cookies located on the browsers of users entering the Company’s domain. Said third parties may also use web beacons to collect information through advertising located on the Company’s web site. Please note that you may change your browser settings to refuse or disable Local Shared Objects and similar technologies; however, by doing so you may be disabling some of the functionality of Company’s services.

  • New Technology When new or updated technology is introduced into a workplace, it will be the responsibility of the employer to provide appropriate and, if necessary, ongoing training to the employees directly affected. Such training will include any health and safety implications or information that will enable employees to operate the equipment without discomfort and will help maintain their general well-being.

  • INTELLECTUAL PROPERTY RIGHTS - INVENTION AND PATENT RIGHTS A. General 1. NASA has determined that 51 U.S.C. § 20135(b) does not apply to this Agreement. Therefore, title to inventions made (conceived or first actually reduced to practice) under this Agreement remain with the respective inventing party(ies). No invention or patent rights are exchanged or granted under this Agreement, except as provided herein.

  • Patent Rights The State and the U. S. Department of Transportation shall have the royalty free, nonexclusive and irrevocable right to use and to authorize others to use any patents developed by the Engineer under this contract.

  • Technology Discoveries, innovations, Know-How and inventions, whether patentable or not, including computer software, recognized under U.S. law as intellectual creations to which rights of ownership accrue, including, but not limited to, patents, trade secrets, maskworks and copyrights developed under this Agreement.

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