Intellectual Property and Licenses. (a) Annex 2.11 sets forth a true and complete list on the date hereof (or on the date a Subsidiary Guarantor becomes a party hereto pursuant to a Guarantee Assumption Agreement) of (i) all United States, state and foreign registrations of and applications for Patents, Trademarks, and Copyrights owned by each Obligor and (ii) all Patent Licenses, Trademark Licenses, Trade Secret Licenses and Copyright Licenses material to the business of such Obligor;
(b) on the date hereof or thereof each Obligor is the sole and exclusive owner of the entire right, title, and interest in and to all Intellectual Property listed on Annex 2.11, and to each Obligor’s knowledge, owns or has as of the date hereof or thereof the valid right to use all other Intellectual Property used in or necessary to conduct its business, free and clear of all Liens, claims, encumbrances and licenses, except for Permitted Liens and the licenses set forth on Annex 2.11;
(c) to each Obligor’s knowledge, on the date hereof or thereof all Intellectual Property owned by the Obligors is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and as of the date hereof or thereof each Obligor has performed all acts and has paid all renewal, maintenance, and other fees and taxes required to maintain each and every registration and application of Copyrights, Patents and Trademarks in full force and effect;
(d) to each Obligor’s knowledge, on the date hereof or thereof all Intellectual Property set forth in Annex 2.11 is valid and enforceable; no holding, decision, or judgment has been rendered against any Obligor in any action or proceeding before any court or administrative authority challenging the validity of, any Obligor’s right to register, or any Obligor’s rights to own or use, any Intellectual Property and no such action or proceeding is pending or, to each Obligor’s knowledge, threatened;
(e) on the date hereof or thereof all registrations and applications for Copyrights, Patents and Trademarks owned by the Obligors are standing in the name of an Obligor, and none of the Trademarks, Patents, Copyrights or Trade Secrets owned by the Obligors has been licensed by any Obligor to any Affiliate or third party, except as disclosed in Annex 2.11;
(f) as of the date hereof or thereof each Obligor has been using appropriate statutory notice of registration in connection with its use of registered Trademarks, proper marking practices in connection with the use of Patents, and ap...
Intellectual Property and Licenses. 7.1 The ownership of VIDARA’S TECHNOLOGY and shall remain with VIDARA and shall not vest in BI RCV.
7.2 The ownership of BI RCV’S TECHNOLOGY shall remain with BI RCV and shall not vest in VIDARA.
7.3 BI RCV shall retain ownership of BI RCV’S IMPROVEMENTS. BI RCV hereby grants to VIDARA a non exclusive, perpetual, sublicenseable, royalty free license under BI RCV’S IMPROVEMENTS (i) to the extent necessary to develop, use, import, offer for sale and sell products containing INTERFERON GAMMA 1b in the name and on the account of VIDARA in the TERRITORY, and (ii) in the event VIDARA transfer the process to a second source manufacturer as permitted under this AGREEMENT, to make and have made products containing INTERFERON GAMMA 1b in the name and on account of VIDARA in the TERRITORY, whereby in each case VIDARA shall assume the costs to be paid by BI RCV for awards to inventors of BI RCV’S IMPROVEMENTS, as such awards are set forth in written agreements between BI RCV and such inventor or in an applicable industry labor contract or mandatory by Austrian laws.
7.4 The Parties shall each have an undivided one-half ownership interest in any INFORMATION jointly conceived of or reduced to practice by the Parties pursuant to the ORIGINAL SUPPLY AGREEMENT, the RESTATED SUPPLY AGREEMENT, the AMENDED AND RESTATED AGREEMENT and/or this AGREEMENT (“JOINT INFORMATION”). VIDARA shall *** of any JOINT INFORMATION that comprises (a) any regulatory filing (or documentation and raw data relating thereto) relating to PRODUCT manufactured hereunder or the ORIGINAL SUPPLY AGREEMENT, the RESTATED SUPPLY AGREEMENT or the AMENDED AND RESTATED AGREEMENT, or (b) any manufacturing documentation (including without limitation batch records) relating to PRODUCT manufactured hereunder or the ORIGINAL SUPPLY AGREEMENT, the RESTATED SUPPLY AGREEMENT or the AMENDED AND RESTATED AGREEMENT (“PRODUCT INFORMATION”). Upon request by VIDARA, without additional consideration, BI RCV agrees to promptly execute documents, testify and take other acts at VIDARA’s expense as VIDARA may deem necessary or desirable to procure, maintain, perfect, and enforce the full benefits, enjoyment, rights, title and interest of the PRODUCT INFORMATION, on a worldwide basis. In the event VIDARA is unable for any reason, after reasonable effort, to secure BI RCV’s signature on any document needed in connection with the actions specified in this Section 7.4, BI RCV hereby irrevocably designates and appoints VIDARA and its...
Intellectual Property and Licenses. 6.1 Landscape Management Network owns and shall own all intellectual property rights in the LMN, including the look and feel of the LMN, the underlying technology and know-how used in the creation and operation of the LMN, the database designs of the LMN and the architecture of all related information technology, all anonymized LMN usage data, and all content that is not the content of a third party. The intellectual property of Landscape Management Network includes all pre-existing intellectual property owned by or licensed to Landscape Management Network prior to the Effective Date, all intellectual property derived from such intellectual property, and any new proprietary concepts, source code, methods, techniques or processes related to such intellectual property developed by Landscape Management Network during the course of its performance under this Agreement.
6.2 Unless otherwise specified, as between Landscape Management Network and Subscriber, Subscriber acknowledges that Landscape Management Network has all right, title and interest in and to any documents, guides, spreadsheets, tools or other content that is available on the LMN for download or printing (“Downloadable Content”).
6.3 Subject to the terms of this Agreement, Landscape Management Network hereby grants Subscriber a limited, non- exclusive, non-transferable, revocable license to:
(a) access and use the LMN solely for Subscriber’s internal business purposes and for no other purpose; and
(b) store, print and copy the Downloadable Content solely in connection with its use of and access to the Services. Subscriber acknowledges that Subscriber does not acquire any ownership rights, title or interest in or to the Downloadable Content by storing, printing or copying the Downloadable Content.
6.4 Except as otherwise expressly provided in this Agreement, Subscriber shall:
(a) not allow any person other than a User to access the LMN;
(b) not resell or sub-license any of its rights under this Agreement to any other person or entity;
(c) not frame or mirror the LMN or any Downloadable Content;
(d) not modify, decompile, disassemble, deconstruct, analyze, translate, attempt to extract the source code or otherwise examine for the purpose of reverse engineering the LMN or the Landscape Management Network’s technology;
(e) not delete or alter in any way any notices, disclaimers, Landscape Management Network trade-marks (including without limitation LMN), Landscape Management Network copyright notices...
Intellectual Property and Licenses. The parties acknowledge and agree that the IP ownership and license terms set forth in Article 3 of the Advanced Memory Agreement shall remain unchanged.
Intellectual Property and Licenses. 11.1. xxxx retains the ownership and copyrights of all intellectual property rights existing on side of xxxx at the time of the Contract becoming effective and inherent to the products and services delivered hereunder or being generated under the Contract under xxxx’s sole investment and funding (herein referred to as “Background IP”). The same applies to third parties whose intellectual property forms part of the products and services delivered hereunder.
11.2. Customer shall receive a non-exclusive, world- wide applicable and unlimited, non-transferrable, right in time and space to use the Background IP solely in the course and for the purposes of the project and the Contract for which it was sold.
11.3. For products specifically designed for the Customer and which have been explicitly paid for by the Customer (herein referred to as “Foreground IP”), the Customer shall obtain ownership thereof. However, xxxx shall receive free of charge a non-exclusive, world-wide applicable, transferrable and unlimited right in time and space to use said Foreground IP for other projects. Should the Customer require xxxx to fully give up the use right defined in the preceding sentence, then xxxx reserves the right to modify and adjust the agreed compensation and to ask for a higher Contract price.
11.4. The Customer shall have no right to request from xxxx any source code related to any software delivered hereunder unless otherwise agreed upon in writing or unless the source code relates to Foreground IP.
11.5. Customer shall not have the right to conduct any form of reverse engineering on the Background IP delivered hereunder. The preceding restriction shall not apply in cases where German law allows for certain forms of observation and study, as for instance, but not limited to, in regards to application safety. Customer shall not be entitled to commercially exploit any Background IP received hereunder, unless the exploitation in question can be reasonably expected to fall under the scope of delivery being subject to the Contract constituted hereby. Customer and xxxx acknowledge that a violation of the obligations defined by this paragraph would constitute a severe breach of essential obligations and would cause considerable harm to xxxx. Any violation of the obligations defined in this paragraph shall therefore be subject to liquidated damages at 10.000,- € (ten thousand EURO) for each and every case of violation arising to the exclusion of the plea of connection with...
Intellectual Property and Licenses. 4.1 Politecnico shall have no rights to any Check-Cap technology, trade secrets, related intellectual property rights, patents (including continuations, continuations in part, and reissues) or know-how in existence prior to the date of this Agreement whether or not used in the design and manufacture of the CCA-2 ASIC.
Intellectual Property and Licenses. 5.1 Intellectual Property Rights in the Programs and Documentation belong to Commerce One or its licensors. The Ordering Entity shall ensure that all copyright notices and trade marks of Commerce One and/or its licensors are retained in all copies of the Programs, Documentation possessed by the Ordering Entity and shall be included on any Programs and Documentation sub-licensed to End Users.
5.2 Upon delivery of Work by Commerce One under an Order from an Ordering Entity, Commerce One hereby grants the Ordering Entity a worldwide (subject to such Variations to Trading Agreement as are prominently set forth on the Official Order Cover Sheet of the Order), perpetual, transferable (provided that such transferee is a member of the Alliance) licence, subject to payment of the licence fees set out in any Order, to:
5.2.1 Use the Programs and Documentation for the Ordering Entity's own internal business purposes. The Ordering Entity may make a reasonable number of copies of the Programs and/or Documentation to the extent required for internal training and processes, and
Intellectual Property and Licenses. 6.1 We shall and do hereby assign to you all of our right, title and interest to any Work Product (including any intellectual property rights that we may have therein), such assignment to occur automatically upon the later of (i) the creation of the Work Product, and (ii) your payment for the applicable Deliverable (or in the case of your termination for convenience, the amount required to be paid hereunder in such event) in accordance with the Agreement. We confirm that we require any individuals who perform any of the Services to waive any moral rights they may have in the Work Product. Upon the assignment of Work Product to you under the Agreement, subject to the Agreement it becomes, as between us and you, your Confidential Information.
6.2 We shall and do hereby grant to you a non-exclusive, royalty-free (except for amounts due hereunder) perpetual license to use any Pre-Existing Materials included in a Deliverable, such license to become effective automatically upon the later of (i) the delivery of the Pre-Existing Materials, and (ii) your payment for the applicable Deliverable (or in the case of your termination for convenience, the amount required to be paid hereunder in such event) in accordance with the Agreement.. This license allows you to use such Pre-Existing Materials in connection with the Deliverable, allows you to modify the Pre-Existing Materials to the extent necessary to modify the Deliverable, can be sublicensed to any user of the Deliverable and can be assigned to any transferee of the Deliverable. This license survives any termination or expiry of the Agreement, except for a termination by us for your breach of the Agreement.
6.3 Deliverables shall not include any Third-Party Materials except as set forth in the Statement of Work or as otherwise approved by you in writing.
Intellectual Property and Licenses. 4.01 Unless otherwise agreed in writing by the Parties:
(a) INFINEUM and its Affiliates shall have a worldwide, irrevocable, royalty-free, exclusive license (including rights to grant sublicenses) to use any and all Kraton Confidential Technical Information. Agreement Technical Information, and Agreement Patent Rights in the Additives Field. Regarding the right to grant sublicenses, INFINEUM shall have all rights to grant sublicenses to customers of INFINEUM for the use of new Polymers developed under this Agreement, and the right to grant sublicenses regarding Agreement Technical Information and Agreement Patent Rights for the manufacture of new Polymers developed under this Agreement to the extent that KRATON is unable or unwilling to provide such new Polymers under the FSO Agreement or other arrangements.
(b) KRATON and its Affiliates shall have a worldwide, irrevocable, royalty-free, exclusive license (including all rights to grant sublicenses) to use any and all Infineum Confidential Information, Agreement Technical Information, and Agreement Patent Rights outside the Additives Field.
(c) Notwithstanding Paragraph 4.01(b), in the event that a specific Program outside of the Additives Field requires technical collaboration between KRATON and INFINEUM to succeed, Paragraph 4.01(b) shall not apply and the Parties will discuss and agree in a timely and good faith manner an appropriate distribution of intellectual property rights between KRATON and INFINEUM for such Program.
(a) INFINEUM shall solely own Agreement Technical Information developed by, and Agreement Patent Rights based on inventions made by, employees and/or contractors of INFINEUM or its Affiliates, and KRATON shall solely own Agreement Technical Information developed by, and Agreement Patent Rights based on inventions made by, employees and/or contractors of KRATON or its Affiliates, subject to the licenses granted in paragraph 4.01. In the event that Agreement Technical Information or Agreement Patent Rights are jointly developed by employees and/or contractors of both Parties (or of Affiliates of both Parties), such Agreement Technical Information or Agreement Patent Rights shall be jointly owned, subject to the licenses granted in paragraph 4.01. INFINEUM shall solely own technical information developed by, and patent rights based on inventions made by, employees and/or contractors of INFINEUM or its Affiliates, and KRATON shall solely own technical information developed by, and patent r...
Intellectual Property and Licenses. 7.1 The license of Zealand Pharma Intellectual Property in accordance with Article 5 of the GGDA Agreement shall remain in full force and effect, provided, however, that Zealand Pharma. Intellectual Property returned to Zealand Pharma as provided in Article 5 of this Amendment 2 shall be excluded from the license granted under Article 5 of the GGDA Agreement [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions.
7.2 BI shall transfer to Zealand Pharma the originals of all files held by BI related to the Intellectual Property rights returned to Zealand Pharma as provided in Article 5 of this Amendment 2 or otherwise relating, exclusively to ZP2929, if any, provided that BI may keep for archival purposes one (1) copy or original, as prescribed by the applicable law (e.g. originals of records of inventions or documents pertaining to transfers of rights).
7.3 All of BI’s interests in regulatory filings, Regulatory Approvals, Know-How and Confidential Information relating solely to ZP2929 (including CMC, pre-clinical and clinical data and reports and assignable agreements with third-parties) that are (i) listed in Appendix 5.3a and (ii) those included in the reports to be completed pursuant to. Section 6.5 of this Amendment 2 are hereby transferred to Zealand Pharma.
7.4 Notwithstanding the above, such Know-How and Confidential Information shall be Zealand Pharma Intellectual Property, and shall be licensed to BI in accordance with Section 5.1 of the GGDA Agreement, to the extent useful for Collaboration Compounds and/or Products other than. ZP2929.
7.5 Without limitation on the provisions of Article 5 of this Amendment 2, within three (3) months after the Amendment 2 Effective Date, the Intellectual Property managers of the Parties shall review the Collaboration Intellectual Property and determine in good faith how best, through a combination of assignments, perpetual licenses, the filing of divisional applications in any country or other means, to ensure that Zealand Pharma receives full ownership of all Collaboration Intellectual. Property related solely to ZP2929, and exclusive rights to use other Collaboration Intellectual Property to advance, and potentially exploit and commercialize ZP2929. Such review shall be repeated regularly upon the grant of any other Patent Right subject to the GGDA Agr...
