Inventions Intellectual Property. (a) The Employee shall promptly communicate to the Corporation and disclose to the Corporation in such form as the Corporation requests from time to time, all drawings, sketches, models, records, information, details and data (in whatever media the same may be created or recorded including, without limitation, print, tape, electronic, or otherwise) pertaining to all ideas, processes, trademarks, inventions, improvements, discoveries and improvements, product designs and specifications, and other intellectual property, whether patented or unpatented, and copyrightable or uncopyrightable, made, conceived, developed, acquired or implemented by the Employee, solely or jointly, during the term of this Agreement (the "Development Term"), whether or not conceived during regular working hours through the use of Corporation time, material or facilities or otherwise (each of the foregoing hereinafter referred to, individually and collectively, as a "Development"). The Employee hereby assigns, transfers, conveys and sells to the Corporation all right, title and interest in and to all Developments, whether now existing or hereafter existing during the Development Term, and acknowledges that the same, whether now existing or hereafter existing during the Development Term, are the sole and exclusive property of the Corporation for which the Employee is being adequately compensated hereunder. At any time and from time to time, upon the request of the Corporation and at its expense, the Employee will execute and deliver to the Corporation any and all applications, assignments, instruments, documents and papers, give evidence and do any and all other acts which, in the opinion of the Corporation, are or may be necessary or desirable to document such transfer or to enable the Corporation to file and prosecute applications for and to acquire, maintain and enforce any and all patents, trademark or tradename registrations, copyrights or other rights under United States, foreign, state or local law with respect to any such Developments or to obtain any extension, validation, reissue, continuance, division or renewal of any of the same, in whole or in part, and otherwise to establish, protect and enforce the Corporation's rights in and to such intellectual property.
(b) Notwithstanding anything to the contrary contained in this Agreement, the foregoing Section 6(a) shall only apply and be effective to the extent permitted under applicable
Inventions Intellectual Property. All inventions, discoveries and improvements that relate to the business of the Company which Executive conceives, develops or reduces to practice during his or her employment with the Company (collectively, “Work Product”) are the sole property of the Company. Executive will inform the Company of all Work Product and will assign all right, title and interest to the Work Product to the Company. Executive will assign to the Company all interest in any patents, patent applications or other intellectual property rights related to such Work Product, and will assist the Company in obtaining, maintaining and prosecuting such patents, patent applications and intellectual property rights. If, for any reason, any Work Product does not qualify as work made for hire, Executive will assign, and does hereby assign, to the Company all such Work Product (including, but not limited to, all patent rights, copyrights and rights of authorship therein), free and clear of any liens, claims or encumbrances. Executive will assist (at no personal financial expense) the Company in every way necessary to obtain or enforce any patents, copyrights or any proprietary rights relating to the Work Product and to execute all documents necessary to give to the Company full legal ownership to such Work Product, and Executive agrees to continue this assistance after the term of this Agreement. Executive has identified, in writing to the Company, all inventions which he or she has made, conceived or wrote, in whole or in part, and which relate to the actual or anticipated business or research or development at the Company, if any. Executive represents that he or she is not a party to any agreement which would limit his ability to assign inventions as provided for in this Article 7.
Inventions Intellectual Property. The Employee acknowledges and confirms that any and all inventions, product designs and specifications, and other intellectual property developed or utilized by the Employee during the period of his employment hereunder constitutes, as between the Company and the Employee, the sole and exclusive property of the Company for which the Employee is being adequately compensated hereunder; and the Employee shall execute and deliver any and all applications, assignments and other documents as may be requested by the Company to establish, protect and enforce the Company's rights in and to such intellectual property.
Inventions Intellectual Property. All materials, inventions, products, and modifications developed or prepared by Executive while employed by the Company, including, without limitation, forms, images and text (including text viewable on the Internet and any HTML elements relating thereto) (“Intellectual Property”) are the property of Company and all right, title and interest therein shall vest in Company and shall be deemed to be a “work made for hire” under United States copyright law (17 U.S.C. §101 et seq.) and made in the course of this Agreement. Executive shall promptly disclose to Company and Intellectual Property. To the extent that title to any such Intellectual Property may not, by operation of law, vest in Company or such works may not be considered to be work made for hire, all right, title and interest therein are hereby irrevocably assigned exclusively to Company with worldwide license. All such Intellectual Property shall belong exclusively to Company with Company having the right to obtain and to hold in its own name, copyrights, registrations or such other protection as may be appropriate to the subject matter, and any extensions and renewals thereof Executive gives Company a limited power of attorney to execute instruments or perform any other act on Executive’s behalf necessary to effectuate Company’s ownership rights detailed in this section and agrees to give Company and any person designated by Company, any reasonable assistance required to perfect and enforce the rights defined in this Section 4. Executive shall also render to the Company, at the Company’s expense, reasonable assistance in the perfection, enforcement and defense of any Intellectual Property.
Inventions Intellectual Property. (a) For the term of this Agreement, Client hereby grants to Patheon and its Subcontractor a limited, non-exclusive, paid-up, royalty-free non-transferable, non-sub-licensable save to Patheon’s permitted sub-contractors license of Client’s Intellectual Property which Patheon must use in order and solely for Patheon to perform the Manufacturing Services. The foregoing license shall terminate immediately upon termination or expiry of this Agreement.
(b) All Intellectual Property generated or derived by Patheon while performing the Services, to the extent it is specific to, or dependent upon, the development, manufacture, use, and sale of Client’s Product that is the subject of the Services, will be the exclusive property of Client. Patheon hereby assigns to Client, all right, title and interest in and to any and all Intellectual Property generated or developed by Patheon while performing any Services or otherwise generated or derived by Patheon in its business which Intellectual Property is specific to, or dependent upon, Client’s Active Material or Product to the extent effective in advance, and where not effective shall promptly do and ensure that its representatives do all acts and sign all documents necessary to perfect Client’s right, title and interest in and to such Intellectual Property as shall be reasonably requested by Client, at Client’s expense.
(c) All Patheon Intellectual Property will be the exclusive property of Patheon. Patheon hereby grants to Client a perpetual, irrevocable, non-exclusive, paid-up, royalty-free, transferable, license to use the Patheon Intellectual Property used by Patheon to perform the Manufacturing Services in connection with the Product(s).
(d) Each party will be solely responsible for the costs of filing, prosecution, and maintenance of patents and patent applications on its own Inventions.
(e) Either party will give the other party written notice, as promptly as practicable, of all Inventions which can reasonably be deemed to constitute improvements or other modifications of the Products or processes or technology owned or otherwise controlled by the party.
(f) Subject to Subsections above of this Section 5, all Client Intellectual Property will be owned by Client and all Patheon Intellectual Property will be owned by Patheon. Neither party has, nor will it acquire, any interest in any of the other party’s Intellectual Property unless otherwise expressly agreed to in writing. Neither party will use any Intellectual P...
Inventions Intellectual Property. All inventions, discoveries, developments, and improvements made, conceived or reduced to practice by the Employee under or arising out of this Agreement (“Inventions”) shall, whether or not such Inventions are patentable or copyrightable or made or conceived or reduced to practice or learned by the Employee either alone or jointly with others, become and remain the sole and exclusive property of the Company (whether made, conceived or reduced to practice before or after the Effective Date). The Employee has provided the Company with a complete written list of all existing intellectual property or inventions to which the Employee claims ownership as of the date of this Agreement and that the Employee desires to specifically clarify are not subject to this Agreement, and the Employee acknowledges and agrees that such written list is accurate and complete (“Prior IP”). If no such written list has been provided to the Company, the Employee represents that he/she has no such Prior IP as of the Effective Date. The Employee covenants to the Company that he/she will not incorporate or intermingle any Prior IP into the intellectual property transferred and assigned to the Company pursuant to this Section 14 or related to the Duties, provided, however, that if any Prior IP is incorporated or intermingled as set forth above, the Employee agrees to provide a transferable, perpetual, royalty-free license to the Company in connection with such Prior IP.
Inventions Intellectual Property. All inventions, discoveries and improvements that relate to the business of the Company which Employee conceives, develops or reduces to practice during his or her employment with the Company (collectively, “Work Product”) are the sole property of the Company. Employee will inform the Company of all Work Product and will assign all right, title and interest to the Work Product to the Company. Employee will assign to the Company all interest in any patents, patent applications or other intellectual property rights related to such Work Product, and will assist the Company in obtaining, maintaining and prosecuting such patents, patent applications and intellectual property rights. If, for any reason, any Work Product does not qualify as work made for hire, Employee will assign, and does hereby assign, to the Company all such Work Product (including, but not limited to, all patent rights, copyrights and rights of authorship therein), free and clear of any liens, claims or encumbrances. Employee will assist (at no personal financial expense) the Company in every way necessary to obtain or enforce any patents, copyrights or any proprietary rights relating to the Work Product and to execute all documents necessary to give to the Company full legal ownership to such Work Product, and Employee agrees to continue this assistance after the term of this Agreement. Employee has identified, in writing, all inventions which he or she has made, conceived or wrote, in whole or in part, and which relate to the actual or anticipated business or research or development at the Company, if any. Employee represents that he or she is not a party to any agreement which would limit his ability to assign inventions as provided for in this Article 7.
Inventions Intellectual Property. 5.1 The Parties acknowledge and agree that because the Study is supported by the NIH and the NMSS, any Inventions (as defined below) are subject to the pre-existing rights and limitations of the policies of those entities. Any license to an Invention shall be subject to such rights. Further, Company acknowledges and understands that, under Institution’s agreements with NIH and NMSS, NIH and NMSS each obtain certain rights to Inventions. Additionally Company acknowledges that Federal regulations such as the Bxxx-Xxxx Act and the Tax Reform Act of 1986 may also affect the range and scope of rights that may be granted to Company. The Parties mutually acknowledge that the United State government, as a matter of statutory right under 35 U.S.C 200-212, may hold a nonexclusive license and certain other rights under patents or inventions made as a consequence of research whose funding includes funds supplied by the United States government. In the event the United States government has such rights or in the future is found to have such rights with respect to all or any Inventions, any license contemplated under this Agreement, even if termed an “exclusive” license shall be understood to be subject to the rights of the United States government, without any effect on the Parties’ remaining obligations as set forth in the license or in this Agreement.
5.2 The term “Invention” shall mean any new discovery or invention that is first conceived and actually reduced to practice in the conduct of the Study under this Agreement.
Inventions Intellectual Property. (a) Employee acknowledges and agrees that LMGC and/or its Affiliates are the sole owner of the Confidential Information and all patents, trademarks, service marks and copyrights and any and all intellectual property rights based in any way upon the Confidential Information. Employee acknowledges that nothing herein is intended to give Employee any rights to, ownership interest in, or license with respect to, any of the Confidential Information or any patent or trademark related to the Confidential Information.
(b) Employee hereby assigns to LMGC, for no additional consideration and free from any obligation of LMGC to Employee, all right, title and interest, including copyright, Employee may have as a result of any work Employee performs during the term of Employee’s employment with LMGC. Employee waives any moral rights which Employee may have in and to such work.
Inventions Intellectual Property
