INSTITUTE RIGHTS Sample Clauses

INSTITUTE RIGHTS. Any and all Intellectual Property Rights of the INSTITUTE in and to the INSTITUTE mathematical apparatus, formulae, Neuro-net based software, knowledge database and know-how related thereto, Copyrights, INSTITUTE Documentation, INSTITUTE Marks, INSTITUTE Patents, and Mapping Technology.
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INSTITUTE RIGHTS a. INSTITUTE shall retain all rights, title and interest (including all intellectual property rights) of the Mapping Technology and INSTITUTE Documentation, and any copies thereof.
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INSTITUTE RIGHTS. The AAUP recognizes the right of the Institute, through its Board of Trustees and its duly designated representatives, to direct the faculty and to direct and control the operation and administration of the Institute, to introduce new or improved methods, techniques, and programs of teaching, and in all respects to carry out the ordinary and customary functions of management, and to establish and maintain reasonable operating rules and regulations concerning collective bargaining unit members.
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INSTITUTE RIGHTS. In the event Ambrx does not elect to pursue an action pursuant to Section 8.3(b), Institute shall have the sole right to pursue infringement at its sole expense other than any infringement of an Invention Patent with claims covering an Ambrx Technology Invention, and shall be entitled to any recovery therefrom. At Institute’s request, Ambrx will join any such Infringement Action as a party and will use commercially reasonable efforts to cause any applicable Third Party to join such Infringement Action as a party (all at Institute’s expense) if doing so is necessary for the purposes of establishing standing or is otherwise required by applicable law to pursue such action. Ambrx will provide to Institute reasonable assistance in such enforcement, at Institute’s request and expense, including joining such action as a party plaintiff if required by applicable law to pursue such action. In any such action, Ambrx will not be named as the first party to a lawsuit.
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INSTITUTE RIGHTS. In the event Ambrx does not elect to pursue an action pursuant to Section 8.3(b), Institute shall have the sole right to pursue infringement at its sole expense other than any infringement of an Invention Patent with claims covering an Ambrx Technology Invention, and shall be entitled to any recovery therefrom. At Institute’s request, Ambrx will join any such Infringement Action as a party and will use commercially reasonable efforts to cause any applicable Third Party to join such Infringement Action as a party (all at Institute’s expense) if doing so is necessary for the purposes of establishing standing or is otherwise required by applicable law to pursue such action. Ambrx will provide to Institute reasonable assistance in such enforcement, at Institute’s request and expense, including joining such action as a party plaintiff if required by applicable law to pursue such action. In any such action, Ambrx will not be named as the first party to a lawsuit. ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
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INSTITUTE RIGHTS. (a) In the event that no Licensee Consortium Member exercises the option with respect to any Program Patent Rights pursuant to Section 5.4 during the Initial Research Technology Option Period or pursuant to Section 5.5 during the Initial Product Technology Option Period, the Institute may negotiate a license under its rights to such Program Patent Rights (and any directly related Program Know-How, Program Materials and/or Program Copyrights) with any third party, provided that the Institute shall not grant any such license until the expiration of a thirty (30) day period commencing on the date on which the Licensee Consortium Member(s) receive written notice from the Institute stating the Institute's intention to grant a license to the applicable Program Patent Rights (and any directly related Program Know-How, Program Materials and/or Program Copyrights) and describing in such notice the applicable terms of such license (during which 30-day period each Licensee Consortium Member electing to extend the option period under Section 5.4 and/or 5.5 shall have the right to exercise the option to obtain a Research Technology License or a Product Technology License). If the terms the Institute proposes to offer to a third party would be more favorable to the third party than either (x) the terms set forth in the form of Product Technology License Agreement (including the applicable royalty range), or (y) in the event that a Licensee Consortium Member has exercised the Product Technology License option but has not reached agreement with the Institute with respect to royalties or has revoked the exercise of the option based on a royalty rate determined by arbitration, the most favorable terms (from the perspective of the Licensee Consortium Member) offered by the Institute or by the arbitrators, then the Institute must first offer in writing such more favorable terms to the applicable Licensee Consortium Members, and such Licensee Consortium Member(s) will have thirty (30) days to accept or reject such offer. Confidential Materials omitted and filed separately with the Securities and Exchange commission. Asterisks denote such omission.
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Related to INSTITUTE RIGHTS

  • Third Party Proceedings The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a director, officer, employee or agent of the Company, or any subsidiary of the Company, by reason of any action or inaction on the part of Indemnitee while an officer or director or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

  • License Rights The Recipient must provide a license to its “subject data” to the Federal Government, which license is: (a) Royalty-free, (b) Non-exclusive, and (c) Irrevocable, (2) Uses. The Federal Government’s license must permit the Federal Government to take the following actions provided those actions are taken for Federal Government purposes: (a) Reproduce the subject data, (b) Publish the subject data, (c) Otherwise use the subject data, and (d) Permit other entities or individuals to use the subject data, and

  • No Infringement of Third Party IP Rights The Company has never infringed (directly, contributorily, by inducement or otherwise), misappropriated or otherwise violated or made unlawful use of any Intellectual Property Right of any other Person. No Owned Company Software and, to the Knowledge of the Company, no Licensed Company Software infringes, violates or makes unlawful use of any Intellectual Property Right of, or contains any Intellectual Property misappropriated from, any other Person. Without limiting the generality of the foregoing:

  • Infringement of Third Party Rights Each Party shall promptly notify the other in writing of any allegation by a Third Party that the activity of either of the Parties hereunder infringes or may infringe the intellectual property rights of such Third Party. Genentech shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Genentech’s activities under this Agreement at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Genentech fails to proceed in a timely fashion with regard to such defense, Curis shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Curis shall have the first right but not the obligation to control any defense of any such claim involving alleged infringement of Third Party rights by Curis’ activities under this Agreement at its own expense and by counsel of its own choice, and Genentech shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. If Curis fails to proceed in a timely fashion with regard to such defense, Genentech shall have the right but not the obligation to control any such defense of such claim at its own expense and by counsel of its own choice, and Curis shall have the right but not the obligation, at its own expense, to be represented in any such action by counsel of its own choice. Neither Party shall have the right to settle any infringement action under this Section 10.5 in a manner that diminishes the rights or interests of the other Party hereunder without the consent of such Party.

  • Sublicense Rights Licensee shall not have the right to grant sublicenses under the licenses granted to it under Section 2.1(a) (Development and Commercialization License to Licensee) and Section 6.3(d) (Use of Coherus Trademark), without the prior written consent of Coherus, which consent may be withheld [***], except with respect to [***], in which case [***]. For the avoidance of doubt, it shall be [***] with respect to [***]. If Coherus consents in writing to allow Licensee to grant a sublicense, then Licensee may grant such sublicense, through [***], subject to the following: (a) each Sublicensee shall agree to be bound by all of the applicable terms and conditions of this Agreement; (b) the terms of each sublicense granted by Licensee shall provide that the Sublicensee shall be subject to the terms and conditions of this Agreement; (c) Licensee’s grant of any sublicense shall not relieve Licensee from any of its obligations under this Agreement; (d) Licensee shall be liable for any breach of a sublicense by a Sublicensee to the extent that such breach would constitute a breach of this Agreement, and any breach of the sublicense by such Sublicensee shall be deemed a breach of this Agreement by Licensee to the extent that such breach would constitute a breach of this Agreement as if Licensee had committed such breach; provided, however, that in each instance of any breach, Licensee and/or Sublicensee shall have the right to cure any such breach pursuant to the terms of this Agreement; and (e) Licensee will notify Coherus of the identity of any Sublicensee, and the territory in which it has granted such sublicense, promptly after entering into any sublicense. Notwithstanding anything to the contrary in this Agreement, for clarity, Licensee shall not have the right to grant sublicenses under Section 2.1 (License Grants) to any Third Party to Manufacture Products or to conduct Process Development.

  • Agent’s Right to Perform Contracts, Exercise Rights, etc Upon the occurrence and during the continuance of an Event of Default, Agent (or its designee) (a) may proceed to perform any and all of the obligations of any Grantor contained in any contract, lease, or other agreement and exercise any and all rights of any Grantor therein contained as fully as such Grantor itself could, (b) shall have the right to use any Grantor’s rights under Intellectual Property Licenses in connection with the enforcement of Agent’s rights hereunder, including the right to prepare for sale and sell any and all Inventory and Equipment now or hereafter owned by any Grantor and now or hereafter covered by such licenses, and (c) shall have the right to request that any Equity Interests that are pledged hereunder be registered in the name of Agent or any of its nominees.

  • Proprietary Rights Notices Licensee shall not remove any copyright notices, trademark notices or other proprietary legends of Oracle or its suppliers contained on or in the TCK, and shall incorporate such notices in all copies of any TCK. Licensee shall comply with all reasonable requests by Oracle to include additional copyright or other proprietary rights notices of Oracle or third parties from time to time.

  • Infringement Proceedings Each Party agrees to promptly notify the other Party of any unauthorized use of the other Party's Marks of which it has actual knowledge. Each Party will have the sole right and discretion to bring proceedings alleging infringement of its Marks or unfair competition related thereto; provided, however, that each Party agrees to provide the other Party with its reasonable cooperation and assistance with respect to any such infringement proceedings.

  • Infringement Actions 7.1 LICENSEE shall inform UNIVERSITY promptly in writing of any alleged infringement of the PATENT RIGHTS by a third party and of any available evidence thereof.

  • Third Party Beneficiary Rights The parties do not intend to create in any other individual or entity the status of third party beneficiary and this Contract shall not be construed so as to create such status. The rights, duties and obligations contained in this Contract shall operate only between the parties to this Contract, and shall inure solely to the benefit of the parties to this Contract. The provisions of this Contract are intended only to assist the parties in determining and performing their obligations under this Contract. The parties to this Contract intend and expressly agree that only parties signatory to this Contract shall have any legal or equitable right to seek to enforce this Contract, to seek any remedy arising out of a party's performance or failure to perform any term or condition of this contract, or to bring an action for the breach of this Contract.

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