Independent Technology Sample Clauses

Independent Technology. Each Party acknowledges and agrees that, as between the Parties, each Party is and shall remain for all purposes hereunder the sole and exclusive owner of all right, title and interest in and to its Independent Technology and all associated Intellectual Property Rights. Each Party acknowledges that it acquires no rights under this Agreement to the other Party’s Independent Technology or associated Intellectual Property Rights other than the limited licenses expressly granted in this Agreement.
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Independent Technology. Subject to any licenses expressly granted in this Agreement, each Party shall continue to own all right, title and interest in its Independent Technology, and the Agreement does not grant any right, title or interest in and to any patents, copyrights, trade secrets, trademarks or other property rights or rights of ownership of a Party’s Independent Technology in whatever form.
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Independent Technology. Notwithstanding anything to the contrary contained in this Agreement, Company will acquire no ownership interest in any technology developed by AEC prior to or independently of this Agreement ("AEC Technology") and AEC will acquire no ownership interest in any technology developed by Company prior to or independently of this Agreement (the "Company Technology"). AEC hereby grants to Company a royalty-free, nonexclusive, irrevocable, perpetual license, throughout the universe, to exploit the AEC Technology (but specifically excluding the Databases) solely to the extent reasonably required to [***]. For purposes of Section 365(n) of the United States Bankruptcy Code, said license shall be considered a license of rights to "intellectual property" as defined thereunder. Notwithstanding any provision contained herein to the contrary, if AEC is under any proceeding under the United States Bankruptcy Code and the trustee in bankruptcy of AEC, or AEC, as a debtor in possession, rightfully elects to reject this Agreement, then Company may, pursuant to 11 U.S.C. Section 365(n)(1) and (2), retain any and all of its rights under such license, to the maximum extent permitted by law.
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Independent Technology. Notwithstanding anything to the contrary contained in this Agreement, Company will acquire no ownership interest in any technology developed by AEC prior to or independently of this Agreement ("AEC Technology") and AEC will acquire no ownership interest in any technology developed by Company prior to or independently of this Agreement (the "Company Technology"). AEC hereby grants to Company a royalty-free, nonexclusive, irrevocable, perpetual license, throughout the universe, to exploit the AEC Technology (but specifically excluding the Databases) solely to the extent reasonably required to facilitate Company's continued use, modification, maintenance and promotion of the Store and the Developed Technology. For purposes of Section 365(n) of the United States Bankruptcy Code, said license shall be considered a license of rights to "intellectual property" as defined thereunder. Notwithstanding any provision contained herein to the contrary, if AEC is under any proceeding under the United States Bankruptcy Code and the trustee in bankruptcy of AEC, or AEC, as a debtor in possession, rightfully elects to reject this Agreement, then Company may, pursuant to 11 U.S.C. Section 365(n)(1) and (2), retain any and all of its rights under such license, to the maximum extent permitted by law.
Sample 1
Independent Technology. Except as provided in the provisions of Section ---------------------- 8.2 hereof, nothing in this Agreement shall be construed to prohibit NatWest from using, selling, licensing, transferring or otherwise exploiting any technology that NatWest: (i) can demonstrate was developed by NatWest employees or consultants without the use of, reliance on, or reference or access to, any portion of InterTrust Technology and/or Modified Technology, and without any breach of this Agreement or any other obligation owed to InterTrust, and in which InterTrust does not have any patent rights; or (ii) (a) rightfully obtains directly or indirectly from a third Person who has not (1) breached any legal obligation owed to InterTrust and/or (2) obtained such InterTrust technology in violation of any law, and (b) which does not infringe or misuse any InterTrust Intellectual Property Rights or other legally cognizable rights of InterTrust of any kind whatsoever; (collectively, "Independent Technology"). Nothing in this ----------------------
Sample 1
Independent Technology. Subject to Sections 2 and 4 of this Amendment and Section 11 of the [*] Agreement, each party hereby grants the other party a worldwide, non-exclusive, non-transferable, royalty-free license, without right of sublicense, to use such party’s Independent Technology (a) to the extent necessary for such party to carry out its obligations under the [*] Agreement and (b) to the extent necessary to exercise any licenses granted under the Project-Related Technology.
Sample 1

Related to Independent Technology

  • 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.

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

  • 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.

  • Joint Inventions For Subject Inventions conceived or first actually reduced to practice under this Agreement that are joint Subject Inventions made by CONTRACTOR and USER, each Party shall have the option to elect and retain title to its undivided rights in such joint Subject Inventions.

  • 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.

  • 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.

  • Joint Patent Rights If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvements, and that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenance.

  • 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.

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

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