Grant of INVO Intellectual Property and Retention of Rights Sample Clauses

Grant of INVO Intellectual Property and Retention of Rights. Subject to the terms and conditions of this Agreement and Article 2, INVO, on behalf of itself and its Affiliates (including Bio X Cell), hereby grants to Ferring and Ferring’s Affiliates during the Term, (a) an exclusive license (even as to INVO and its Affiliates but subject to Section 4.3), sublicensable (through multiple tiers) without the prior written consent of INVO, under the INVO Intellectual Property, INVO Sole Inventions, INVO Domain Name and INVO’s interest in the Joint Intellectual Property to use, import, sell, have sold, and Commercialize the Product for use in the Field in the Territory (the “Product License”) and (b) a non-exclusive license, sublicensable (through multiple tiers), under the INVO Intellectual Property, INVO Sole Inventions and INVO’s interest in the Joint Intellectual Property to Develop the Product in any country in the world for the Commercialization of the Product in the Field in the Territory (which, for clarity, does not confer any right upon Ferring to Commercialize the Product outside of the Territory) and (c) (i) solely in the case where INVO fails to fulfill any order of the Product placed by Ferring pursuant to the Supply Agreement within sixty (60) days following the scheduled Delivery Date (as defined in the Supply Agreement) of any such purchase order or (ii) pursuant to any manufacture of Product pursuant to any Step-In Supply Agreement, a non-exclusive license, sublicensable (through multiple tiers), under the INVO Intellectual Property, INVO Sole Inventions and INVO’s interest in the Joint Intellectual Property to Manufacture, to make and have made the Product; it being understood and agreed that Ferring shall remain responsible for the performance by each of its sublicensees hereunder and all sublicenses shall be subject to the terms and conditions of this Agreement. Subject to this Section 2.1, INVO shall retain all of its rights with respect to the Product outside the Territory, including all rights to research, Develop and Commercialize the Product outside the Territory. For the avoidance of doubt, Ferring acknowledges that it does not have the right to directly or indirectly, including through any Affiliates or agents, distribute or sell any Product outside the Territory.
Sample 1
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Related to Grant of INVO Intellectual Property and Retention of Rights

  • Assignment of Rights to Intellectual Property The Executive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Intellectual Property. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations. All copyrightable works that the Executive creates shall be considered “work made for hire”.

  • Intellectual Property and Confidentiality 3.1 Party A shall have exclusive and proprietary rights and interests to all the rights, ownership, interests and intellectual property rights arising from or created by either Party as a result of its performance of this Agreement, including but not limited to copyright, patent, patent application rights, trademark rights, software, technical secrets, trade secrets and other intellectual properties.

  • Confidentiality and Intellectual Property 12. (a) All confidential records, material, information and all trade secrets concerning the business or affairs of the Company obtained by the Executive in the course of his employment with the Company shall remain the exclusive property of the Company. During the Executive's employment or at any time thereafter, the Executive shall not divulge the contents of such confidential records, material, information or trade secrets to any person, firm or corporation other than to the Company or the Company's qualified Executives and following the termination of his employment hereunder the Executive shall not, for any reason, use the contents of such confidential records, material, information or trade secrets for any purpose whatsoever. This Section shall survive the termination of this Agreement. This Section shall not apply to any confidential records, material, information or trade secrets which as proven by written documentation:

  • License of Data; Warranty; Termination of Rights A. The valuation information and evaluations being provided to the Trust by USBFS pursuant hereto (collectively, the “Data”) are being licensed, not sold, to the Trust. The Trust has a limited license to use the Data only for purposes necessary to valuing the Trust’s assets and reporting to regulatory bodies (the “License”). The Trust does not have any license nor right to use the Data for purposes beyond the intentions of this Agreement including, but not limited to, resale to other users or use to create any type of historical database. The License is non-transferable and not sub-licensable. The Trust’s right to use the Data cannot be passed to or shared with any other entity. The Trust acknowledges the proprietary rights that USBFS and its suppliers have in the Data.

  • Confidentiality; Proprietary Rights The Employee has executed and agrees to be bound by the provisions governing confidentiality, proprietary rights and non-competition contained in Exhibit C to this Agreement, which provisions will survive termination of this Agreement for any reason.

  • Confidentiality Intellectual Property The Executive agrees that during the Executive’s employment with the Company, whether or not under this Agreement, and at all times thereafter:

  • Confidentiality and Proprietary Rights Executive agrees to read, sign and abide by Company’s Employee Innovations and Proprietary Rights Assignment Agreement, which is provided with this Agreement and incorporated herein by reference.

  • Intellectual Property Rights and Confidentiality Clauses 3.1 Party A shall have exclusive and proprietary ownership, rights and interests in any and all intellectual properties arising out of or created during the performance of this Agreement, including but not limited to copyrights, patents, patent applications, software, technical secrets, trade secrets and others. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A at its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A.

  • PROPRIETARY RIGHTS; ASSIGNMENT All Employee Developments shall be made for hire by the Employee for the Company or any of its subsidiaries or affiliates. “Employee Developments” means any idea, discovery, invention, design, method, technique, improvement, enhancement, development, computer program, machine, algorithm or other work or authorship that (i) relates to the business or operations of the Company or any of its subsidiaries or affiliates, or (ii) results from or is suggested by any undertaking assigned to the Employee or work performed by the Employee for or on behalf of the Company or any of its subsidiaries or affiliates, whether created alone or with others, during or after working hours. All Confidential Information and all Employee Developments shall remain the sole property of the Company or any of its subsidiaries or affiliates. The Employee shall acquire no proprietary interest in any Confidential Information or Employee Developments developed or acquired during the Term. To the extent the Employee may, by operation of law or otherwise, acquire any right, title or interest in or to any Confidential Information or Employee Development, the Employee hereby assigns to the Company all such proprietary rights. The Employee shall, both during and after the Term, upon the Company’s request, promptly execute and deliver to the Company all such assignments, certificates and instruments, and shall promptly perform such other acts, as the Company may from time to time in its discretion deem necessary or desirable to evidence, establish, maintain, perfect, enforce or defend the Company’s rights in Confidential Information and Employee Developments.

  • Termination of License Agreement Without limiting the generality of the foregoing, in the event that the License Agreement is terminated in accordance with its terms, this Agreement, including without limitation any Purchase Order(s) or Project Work Orders then-in-effect, shall automatically terminate in its entirety as of the effective date of termination of the License Agreement.

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