Government and University Rights Sample Clauses

Government and University Rights. 5.01 Notwithstanding any use of descriptive terms within this Agreement such as “exclusive”, this Agreement is subject to all of the terms and conditions of Title 35 U.S.C. §§ 200 et al (“Xxxx-Xxxx Act”) and 37 C.F.R. 401, as such may be amended. Further, Licensee agrees to take all reasonable action necessary to enable University to satisfy its obligations under the Xxxx-Xxxx Act.
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Government and University Rights. 4.01 Notwithstanding any use of descriptive terms within this Restated License Agreement such as “exclusive”, this Restated License Agreement is subject to all of the terms and conditions of Title 35 USC §§ 200 et al (“Xxxx-Xxxx Act”) and 37 CFR Part 401, as such may be amended. Further, Licensee agrees to take all reasonable action necessary to enable University to satisfy its obligations hereunder. Such terms and conditions shall include Licensee’s obligation to assure that any Licensed Products used or sold in the United States shall be manufactured substantially in the United States.
Government and University Rights. No government funding, and no facilities of a university, college, or other educational institution or research center was used in the development of any Company Technology. To the knowledge of Company and its Subsidiaries, no current or former employee of the Company or any of its Subsidiaries who made contributions to the creation or development of any Company Technology included in any Software marketed or licensed as of the Closing Date, performed services for the government, a university, college, or other educational institution, or a research center, while such employee was also an employee of the Company.
Government and University Rights. No facilities of any Governmental Body, university, college, hospital, other medical or educational institution or research center or, except as set forth in Part 2.10(s) of the Disclosure Schedule, funding from any Governmental Body or third parties was used in the development of any Acquired Company IP. Except as set forth in Part 2.10(s) of the Disclosure Schedule, no Acquired Company Service Provider who was involved in, or who contributed to, the creation or development of any Acquired Company IP was employed by or has performed services for any Governmental Body, university, college, hospital, or other 40
Government and University Rights. No government funding, facilities of a university, college, other medical or educational institution or research center or funding from third parties has been used in the development of any Company-Owned Intellectual Property. No current or former employee, consultant or independent contractor of the Company or any of its Subsidiaries, who was involved in, or who contributed to, the creation or development of any Company-Owned Intellectual Property, was employed by or has performed services for the government, university, college, or other medical or educational institution or research center during a period of time during which such employee, consultant or independent contractor was also performing services for the Company or any of its Subsidiaries. No university, college or other medical or educational institution or research center has any rights whatsoever in any Company-Owned Intellectual Property.
Government and University Rights. No government funding, facilities of a university, college, other educational institution or research center or funding from third parties was used in the development of any Company Technology. Notwithstanding any disclosure set forth in the Disclosure Schedule, no Governmental Entity, university, college, other educational institution or research center has any claim or right in or to the Company Technology. No current or former employee, consultant or independent contractor of the Company who was involved in, or who contributed to, the creation or development of any Company Technology, has performed services for the government, a university, college, or other educational institution, or a research center, during a period of time during which such employee, consultant or independent contractor was also performing services for the Company. Notwithstanding the remainder of this Section 2.13(r), solely with respect to end-user software licensed by the Company from third parties and listed on Schedule 2.13(d), the Company makes the representations and warranties contained in this Section 2.13(r) only to its Knowledge.
Government and University Rights. Notwithstanding any use of descriptive terms within this Agreement such as “exclusive”, this Agreement is subject to all of the terms and conditions of Title 35 U.S.C. §§ 200 et al (the “Xxxx-Xxxx Act”) and 37 C.F.R. 401, as such may be amended. Further, Allos agrees to take all reasonable action necessary to enable CU to satisfy its obligations thereunder.
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Government and University Rights. No facilities of any Governmental Body, university, college, hospital, other medical or educational institution or research center or funding from any Governmental Body or third parties was used in the development of any Company IP. No current or former employee of any Acquired Company, and to the Knowledge of the Company, no other Company Service Provider who was involved in, or who contributed to, the creation or development of, any Company IP, was employed by or has performed services for any Governmental Body, university, college, hospital or other medical or educational institution or research center during a period of time during which such Company Service Provider was also involved in, or contributing to, the creation or development of any Company IP or otherwise performing services for any Acquired Company. No Governmental Body, university, college, hospital or other medical or educational institution or research center has any rights whatsoever in any Company IP.
Government and University Rights. Except as set forth on Section 4.15(t) of the Disclosure Schedule, neither of the Acquired Companies has requested, accepted, been notified in writing that it has been approved for, or received any Governmental Grants from any Governmental Authority. No funding, facilities or personnel of any Governmental Authority (including the OCS or the Investment Center of the Israeli Ministry of Economy and Industry), university, college, hospital, other medical or educational institution or research center or funding from any Governmental Authority were used in the development of any Owned Company IP. No Acquired Company Service Provider who was involved in, or who contributed to, the creation or development of, any Owned Company IP was employed by or has performed services for any Governmental Authority, university, college, hospital, or other medical or educational institution or research center during a period of time during which such Acquired Company Service Provider was also engaged to be involved in, or contributing to, the creation or development of any Owned Company IP or otherwise performing services for either Acquired Company. To the extent that any Acquired Company Service Provider involved in, or who contributed to, the creation or development of, any Intellectual Property for or on behalf of either Acquired Company was employed by or performed services for any Governmental Authority, university, college, hospital, or other medical or educational institution or research center during the twelve (12) months prior to the commencement of such Acquired Company Service Provider’s employment with or performance of services for either Acquired Company, such Acquired Company Service Provider’s prior employment or performance of services does not, to the Company's Knowledge, impose any Encumbrance on any such Intellectual Property. No Governmental Authority, university, college, hospital, or other medical or educational institution or research center has any rights whatsoever in any Owned Company IP or Acquired Company Products.

Related to Government and University Rights

  • Technology and Intellectual Property (a) Schedule 2.22(a) sets forth a complete and correct list of all (i) registered trademarks, service marks, domain names, copyrights and patents; (ii) applications for registration or grant of any of the foregoing; (iii) unregistered trademarks, service marks, trade names, logos and assumed names; and (iv) licenses for any of the foregoing, in each case, owned by or for the benefit of the Company or a Company Subsidiary, or used in or necessary to conduct the Company’s or a Company Subsidiary’s business as presently conducted. The items on Schedule 2.22(a), together with all other trademarks, service marks, trade names, logos, assumed names, patents, copyrights, trade secrets, computer software, licenses, formulae, customer lists or other databases, business application designs and inventions currently used in or necessary to conduct the businesses of the Company or of a Company Subsidiary, constitute the “Intellectual Property.”

  • Intellectual Property Rights The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

  • Protection and Registration of Intellectual Property Rights (a) (i) Protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly advise Bank in writing of material infringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent.

  • Third Party Intellectual Property Rights 10.7.1 Each Party shall give prompt written notice to the other of any intellectual property rights of any third party which could reasonably be considered as constituting impediment on the use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event the Parties shall agree on the strategy and procedural steps to be taken in respect of opposing and/or settling such potential impediment.

  • Transfer of Intellectual Property Rights Except in connection with the sale of all or substantially all of the assets of the Company or licensing arrangements in the ordinary course of the Company's business, the Company shall not transfer, sell or otherwise dispose of any Intellectual Property Rights, or allow any of the Intellectual Property Rights to become subject to any Liens, or fail to renew such Intellectual Property Rights (if renewable and it would otherwise lapse if not renewed), without the prior written consent of the Purchasers.

  • Enforcement of Intellectual Property Rights I will cooperate fully with the Company, both during and after my employment with the Company, with respect to the procurement, maintenance and enforcement of Intellectual Property Rights in Company-Related Developments. I will sign, both during and after the term of this Agreement, all papers, including without limitation copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development. If the Company is unable, after reasonable effort, to secure my signature on any such papers, I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development.

  • Enforcement of Intellectual Property Rights and Assistance During and after the period of my employment, I will assist Company in every proper way to obtain and enforce United States and foreign Intellectual Property Rights relating to Company Inventions in all countries. If the Company is unable to secure my signature on any document needed in connection with such purposes, I hereby irrevocably designate and appoint Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act on my behalf to execute and file any such documents and to do all other lawfully permitted acts to further such purposes with the same legal force and effect as if executed by me.

  • Registration of Intellectual Property Rights (a) Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights.

  • Patents, Licenses, Franchises and Formulas The Borrower and its Subsidiaries own or have valid licenses to use all material patents, trademarks, permits, service marks, trade names, copyrights, licenses, franchises and formulas, or rights with respect to the foregoing, and have obtained assignments of all leases and other rights of whatever nature, reasonably necessary for the present conduct of their business, without any known conflict with the rights of others except for such failures and conflicts which have not had, and could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect.

  • Protection of Intellectual Property Rights (a) (i) Protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly advise Bank in writing of material infringements or any other event that could reasonably be expected to materially and adversely affect the value of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Bank’s written consent.

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