Intellectual Property Interests. This section addresses copyright, literary rights, artistic rights, or other intellectual property rights that may be associated with the PROPERTY being given by the DONOR. Please check one of the following. 🞐 The DONOR owns or controls intellectual property rights in some or all of the PROP- ERTY by virtue of being its creator or by other means of having acquired these rights. If intellectual property rights are owned or controlled in part of the whole, please indicate on a separate sheet in what part(s) of the PROPERTY the DONOR owns or controls in- tellectual property rights and the nature of these rights. 🞐 The DONOR does not own or control intellectual property rights in any of the PROP- ERTY.
Intellectual Property Interests. Employee agrees promptly to disclose to Emergent (i) all ideas, inventions, discoveries, and technical developments, whether patentable or not, and (ii) all works of authorship, that Employee conceives or makes (alone or with others) during employment with Emergent, whether during working hours or not, and that (a) directly or indirectly relate in whole or in part to Emergent’s product lines, research and development activities, or field, technological, or industrial specialization; (b) directly or indirectly relate to matters within the scope of Employee’s duties or field of responsibility at Emergent; (c) are directly or indirectly based on Employee’s knowledge of the actual or anticipated business or interest of Emergent; (d) directly or indirectly relate to any project in which Employee is a participant in, whether at an Emergent location or not, that is either financed or directed by Emergent, or in which Employee uses any Emergent equipment, biological materials, or any other item of tangible or intangible Emergent property; or (e) are directly or indirectly aided by the use of time, materials, equipment, facilities or information of Emergent (collectively, “Employee Discoveries”). Employee Discoveries and Employee's interest in any patent, trade secret, copyright, data rights, or other intellectual property rights derivable from, resulting from, pertaining to, or relating to any of the Employee Discoveries are collectively referred to herein as “Work Product.” All Work Product shall be disclosed to Emergent within the time limits and in the format as provided by Emergent’s Corporate Policies and Global Business Operating Procedures. Reduction to practice after separation from employment shall not defeat Emergent’s rights in, or the Employee’s obligations with respect to, any Work Product. Employee shall promptly notify Emergent of the reduction to practice of any such Work Product during and after the term of this Agreement. Work Product belongs exclusively to Emergent and Employee hereby automatically assigns to Emergent, or its successor in interest, Employee's full right, title, and interest in
Intellectual Property Interests. Subject to the terms and conditions contained in Schedule 4.01(j)-II, the Transferred Intellectual Property Interests as listed on Schedule 4.01(j)-II. Sellers shall, to the extent required and subject to Schedule 4.01(j)-II, cause their Affiliates to transfer or license any such property held by such Affiliate for which Buyer shall be and, as of the Effective Time, hereby is granted a non-exclusive license to use the source code, data, and existing documentation, it being agreed that the Proprietary Intellectual Property Interests are supplied on an "as-is, where is with all faults" basis, and that the non-exclusive license granted hereunder limits Buyer to use of the Proprietary Intellectual Property Interests to use in its own business, and Buyer is prohibited from any assignment, subletting, re-licensing, or other development of the same, except in connection with Buyer's sale or other disposition of the Splitter Assets made subject to the limitations herein.
Intellectual Property Interests. This section addresses copyright, literary rights, artistic rights, or other intellectual property rights that may be associated with the Collections before the donation. Please check one of the following: Donor owns or controls all intellectual property rights in all the Collections by virtue of being its creator or by other means of having acquired these rights. Donor owns or controls intellectual property rights in some of the Collections by virtue of being its creator or by other means of having acquired these rights. Please indicate in Exhibit A in what part(s) of the Collections that Donor owns or controls intellectual property rights and the nature of these rights. Donor does not own or control intellectual property rights in any of the Collections. Georgia Tech owns or controls all intellectual property rights in all the Collections by virtue of being its creator or by other means of having acquired these rights. Georgia Tech owns or controls intellectual property rights in some of the Collections by virtue of being its creator or by other means of having acquired these rights. Please indicate in Exhibit A in what part(s) of the Collections that Georgia Tech owns or controls intellectual property rights and the nature of these rights.
Intellectual Property Interests. To the Knowledge of Seller, Schedule 2.01(h) sets forth a list of all Intellectual Property Interests which burden or benefit the operation, use or maintenance of the Storage Assets. Except as set forth in Schedule 2.01(h), Seller is the owner of, or duly licensed to use, each Intellectual Property Interest listed on Schedule 2.01(h), and there are no Orders limiting Seller's rights to use the Intellectual Property Interests or determining that Seller's possession or use thereof infringes upon any Person's rights; nor, to the Knowledge of Seller, are there any Proceedings pending or threatened in writing in which any Person seeks to limit Seller's rights with respect to the Intellectual Property Interests or claims infringement by Seller as a result of Seller's use or possession of such Intellectual Property Interests. Subject to any consent required as referenced in Section 6.07, the consummation of the transactions contemplated by this Agreement will not result in the impairment of the Buyer's right to use any such Intellectual Property Interests or infringe upon the Intellectual Property Interests of any third Person.
Intellectual Property Interests. To the Knowledge of Sellers, Schedule 4.01(j)-I sets forth a list of all material trademarks, licensed processes or rights and other intellectual property (collectively, "Intellectual Property Interests") which burden or benefit the operation, use, or maintenance of the Splitter Assets. Schedule 4.01(j)-II lists the Intellectual Property Interests that will be transferred to Buyer hereunder (the "Transferred Intellectual Property Interests"). Schedule 4.01(j)-II lists certain proprietary Intellectual Property Interests (the "Proprietary Intellectual Property Interests") developed by Sellers or, as specified in Schedule 4.01(j)-II, for which only the data relating thereto will be transferred to Buyer. Schedule 4.01(j)-II further contains restrictions applicable to the transfer of certain of the Transferred Intellectual Property Interests, including the terms of such a transfer. Except as set forth in Schedule 4.01(j)-II, Sellers are the owners of, or duly licensed to use, each Transferred Intellectual Property Interest, and there are no Orders limiting Sellers' rights to use the Transferred Intellectual Property Interests or determining that Sellers' possession or use thereof infringes upon any Person's rights; nor, to the Knowledge of Sellers, are there any Proceedings in which any Person seeks to limit Sellers' rights with respect to the Transferred Intellectual Property Interests or claims infringement by Sellers as a result of Sellers' use or possession of such Intellectual Property Interests. Subject to any consent required as referenced in Section 6.07, the consummation of the transactions contemplated by this Agreement will not result in the impairment of the Buyer's right to use any such Transferred Intellectual Property Interests or infringe upon the intellectual property rights of any third Person. Notwithstanding anything to the contrary contained herein, the names "Xxxxxxx-Xxxx," "Xxxx," or "Diamond" or any variation thereof and any marks or goodwill associated therewith are not "Intellectual Property Interests."
