Intellectual Property and Improvements. 11.1 All Patents and Technical Information and other Intellectual Property owned by a Party prior to the Effective Date shall remain the sole property of the respective Party.
Intellectual Property and Improvements. Licensee understands and acknowledges that the Licensed Technology is proprietary to the Licensor and all intellectual property rights comprised and underlying in such Technology including in all its future improvements and derivations made and developed by the Licensor belongs and shall be the sole property of the Licensor during the pendency of this Agreement
Intellectual Property and Improvements. 7.1 Each party shall retain ownership of all Patent Rights and Technology owned by it on the Effective Date of this Agreement.
7.2 IG agrees to disclose to ABG all Improvements, which it solely or jointly develops and/or owns within the Licensed Field and with respect to Dermagenomics Tests and Nutrigenomics Tests during the term of this Agreement. Such disclosures shall be subject to the obligations of confidentiality of Article V. ABG shall have the right of first refusal by providing IG, within sixty (60) days after such disclosure, its written notice to add such Improvements to the licensed IG Patent Rights or Licensed Information. Improvements not so elected shall not be disclosed or used by ABG.
7.3 IG will bear the cost associated with the filing, prosecution, issuance and maintenance of all IG Patent Rights provided that:
(a) IG will have the right to choose the patent attorney(s) or agent(s) who will prosecute the applications;
(b) ABG and IG will jointly agree on all decisions that affect the scope of the claims in the Licensed Field, Dermagenomics Tests, and Nutrigenomics Tests or relate to the continued prosecution of claims in the application in the Licensed Field, including but not limited to decisions to file continuation applications, file appeals, file oppositions, or abandon the applications; and
(c) ABG will have the right to review and provide substantive changes to claims in patent applications relating to the Licensed Field prior to the filing of the application, 8 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE OMISSIONS. including the right to select countries in which or treaties under which the patent applications will be filed.
(d) IG will inform ABG of any matter requiring action under paragraph (b) or (c), and ABG will respond within four (4) weeks. If ABG does not respond, IG shall be free to take action on its own.
7.4 Subject to Section 5.8, ABG will retain the right to control all publicity with regard to the Program Patent Rights and Licensed Information and its application in the Licensed Field, Dermagenomics Tests, and Nutrigenomics Tests.
7.5 ABG agrees to mxxx or have marked all Licensed Products made, sold, used or leased by it or its sublicensees under the IG Patent Rights, if and to the extent such markings shall be practical, with such patent markings as shall be desirable or required by applicable patent laws.
Intellectual Property and Improvements. 3.1. This Agreement solely grants exclusive commercial access to the SGT from SESTA as defined herein for the purpose of achieving AFE Objective as contemplated by Section 2 and does not grant or imply any ownership or license rights of any kind to AFE for the SGT or the SES Marks, or any other right beyond those expressly provided for in this Agreement.
3.2. All improvements whether patentable or not related to the SGT developed through the normal course of AFE’s market and business development efforts prior to completion of a PLA for a project will be governed by the TNDA.
3.3. AFE shall not undertake any SGT technology research or development activities or SGT integration development with adjacent technologies without prior written consent of SESTA and which consent may in SESTA’s sole discretion be withheld and which consent if granted shall describe the specific terms and conditions for ownership of intellectual property rights. In the event any improvements to the SGT technology are created by AFE (“AFE Improvements”), AFE grants to SESTA, without accounting or payment, an irrevocable, royalty-free license to use any AFE Improvements globally. SESTA shall have the right to sublicense the right to use AFE Improvements without any payment due to the AFE. However, the ownership of any AFE Improvements shall belong to AFE.
3.4. All rights related to SGT Intellectual Property for a Project are governed solely by the PLA for the Project.
Intellectual Property and Improvements. 4.1 Except as expressly provided in this Agreement, each party hereby acknowledges that it shall not acquire any rights in respect of any of the other party's intellectual property.
4.2 Other than as is necessary for the proper performance of this Agreement by the parties, or as is expressly provided in this Agreement, no license, expressed or implied, is granted by this Agreement by either party to the other under any of its intellectual property rights.
4.3 [***] all Regulatory Records shall [***], shall be treated as [***], and shall not be [***] as provided in the Quality Agreement or for the purposes associated with manufacture of the Vaccine and where necessary for disclosing to the relevant Agency and to its licensees and distributors in order to comply with regulatory requirements and to prepare for regulatory filings or PLIs. Aviron UK may [***] of all Regulatory Records, for the purposes of complying with the requirements of the relevant Agency. Aviron UK may [***] the Restricted Information and Materials to [***], having previously made reasonable efforts to obtain an obligation of confidentiality from the said [***] concerning the Restricted Information and Materials. Provided always that: (i) nothing in this sub-clause 4.3 shall limit Aviron UK's right and ability to [***] intellectual property or know how [***] pursuant to and on the terms of any [***] from time to time; and (ii) nothing in this sub-clause 4.3 shall in any way relate to or affect the [***], title to and property in which Evanx xxxees and acknowledges is exclusively vested in Aviron UK.
4.4 Save as may be required by law or any other regulatory authority, Evanx xxxeby warrants to Aviron UK that:
(a) it is not in possession of any materials, records or other information (whether in written form or in digital) which relates to or derives from the [***] and if such [***] comes into its possession it shall immediately transfer or send such materials, records or information to Aviron UK and further undertakes not to keep any copies of the same;
(b) it is not in possession of any of the physical materials which comprise the [***]; and [***] - CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***] HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.
(c) Evanx xxxrants that (i) it has not received any notice and [***] has received any notice that any of the lic...
Intellectual Property and Improvements. During the term of this Agreement, Attendee may provide information to Raven on farming operations and how Raven’s products can be used in Attendee’s farming operations. Attendee agrees any such information provided that could be intellectual property or an improvement to Xxxxx’s intellectual property belongs to Xxxxx.
Intellectual Property and Improvements. 11 7. Prices..................................................................... 12 8. Indemnity.................................................................. 13 9. Confidentiality............................................................ 14 10. Liaison.................................................................... 14 11.
Intellectual Property and Improvements. 6.1. Aviron hereby authorizes Xxxxx to use the Trade Marks on a non- exclusive basis solely in connection with packaging Vaccine pursuant to and during the term of this Agreement. Xxxxx shall not at any time do or permit any act to be done which may in any way impair the rights of Aviron in the Trade Marks. In order to comply with Aviron's quality control standards with respect to the Trade Marks, Xxxxx shall (i) use the Trade Marks in compliance with all relevant laws and regulations; and (ii) not modify any of the Trade Marks in any way and not use any of the Trade Marks on or in connection with any goods or services other than the Vaccine.
6.2. Except as expressly provided in this Agreement, each party hereby acknowledges that it shall not acquire any rights in respect of any of the other party's intellectual property in relation to the Products or the Manufacture thereof or of the goodwill associated therewith.
6.3. Other than as is necessary for the proper performance of this Agreement by the parties, or as is expressly provided in this Agreement or the Development Agreement, no license, expressed or implied, is granted by this Agreement by either party to the other under any of its intellectual property rights.
6.4. Title to and property in all Manufacturing Records shall be and remain at all times exclusively vested in Xxxxx. Title to and property in Process Improvements and other process technology is as follows:
6.4.1. Xxxxx acknowledges and agrees that process technology specific solely to the Vaccine and developed by Xxxxx in the course of this Agreement shall be [*]. All Process Improvements developed by Xxxxx pursuant to this Agreement shall be [*];
6.4.2. in respect of Process Improvements developed by Xxxxx pursuant to this Agreement which is the property of Xxxxx, [*] [*];
Intellectual Property and Improvements. 15.1 DPS hereby authorizes ORG to use the Trade Marks and DPS’s other intellectual property on or in relation to the Products for the purpose only of exercising its rights and performing its obligations under this Agreement.
Intellectual Property and Improvements
