IP Rights. Axon owns and reserves all right, title, and interest in Axon-manufactured Devices and Services and suggestions to Axon, including all related intellectual property rights. Agency will not cause any Axon proprietary rights to be violated.
IP Rights. Marina owns all the Licensed Technology, has the full legal rights and authority to grant the licenses and rights under the Licensed Technology granted under this Agreement, and has not assigned, transferred, conveyed or licensed its right, title and interest in the Licensed Technology in any manner inconsistent with such license grant or the other terms of this Agreement. There is no pending litigation or, to the best of Marina’s knowledge, written threat of litigation (that has not been resolved by taking a license or otherwise), which alleges that Marina’s activities with respect to the Licensed Patents or Licensed Products have infringed or misappropriated any of the intellectual property rights of any Third Party. To the best of Marina’s knowledge, the practice of the Licensed Technology as contemplated by this Agreement does not infringe any patent rights, or misappropriate any other intellectual property, owned by a Third Party.
IP Rights. To the best of its knowledge, KemPharm owns or has licenses to all of its patent rights, Know-How and all other Intellectual Property, Confidential Information, Proprietary Information of any nature whatsoever provided by it to MSRx under this Agreement or otherwise relating to the development and/or Commercialization of KP415, and it owns or has licenses to such Intellectual Property free and clear of all liens, Claims and encumbrances and free of all royalty or similar payment obligations to any Third Party, except such liens, Claims, encumbrances and obligations as will not have a material adverse effect on the other Party’s rights under this Agreement.
IP Rights. 10.1 The Customer acknowledges that any and all of the IP Rights subsisting in or used in connection with the Equipment and Services shall be and shall remain in sole property of The Company or such other party as may be identified therein or thereon, and the Customer shall not at any time dispute such ownership.
IP Rights. Any license granted under Section 4.2(d) to QUOTIENT shall become null and void.
IP Rights all worldwide intellectual property rights, industrial property rights, proprietary rights and common-law rights, whether registered or unregistered, copyrights, domain names, patents, trademarks, proprietary databases, proprietary software, websites and trade secrets, including without limitation, all rights to and under all new and useful algorithms, concepts, data (including all clinical data relating to a product), databases, designs, discoveries, inventions, know-how, methods, processes, protocols, chemistries, compositions, show-how, software (other than commercially available, off-the-shelf or open source), specifications for products, techniques, technology, trade dress and all improvements thereof and thereto, which is owned by any Loan Party or any Subsidiary thereof or which any Loan Party or any Subsidiary thereof is licensed, authorized or otherwise granted rights under or to.
IP Rights. (i) Each Material IP Right of such Grantor is valid, subsisting, unexpired, enforceable and has not been abandoned as of the date hereof.
IP Rights. 4.5.1 The Customer acknowledges and agrees that the Consultant and/or its licensors own all IP Rights in the Services. Except as expressly stated herein, the Customer is not granted any rights to, or in, any IP Rights or any other rights or licenses in, to or otherwise in respect of the Services.
IP Rights. Each of the Loan Parties owns, or is licensed or otherwise has the right to use, all IP Rights necessary for the conduct of its business as currently conducted except to the extent such failure could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No claim has been asserted and is pending by any Person challenging or questioning the use of any IP Rights by any Loan Party or the validity or effectiveness of any IP Rights, and the Borrower does not know of any valid basis for any such claim, in each case except to the extent that any such claim could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of the Borrower, the use of IP Rights by the Loan Parties does not infringe on the IP Rights of any Person, except for such infringements which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
IP Rights. TMRC (a) is the sole owner or exclusive licensee of, and Controls, the TMRC IP Rights, and except as set forth in Exhibit F, TMRC has not granted to any Third Party any license or other interest in the TMRC IP Rights in the Territory, (b) is not aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Licensed Patent Rights or which constitutes Licensed Know-how Rights, or (ii) by making, using or selling Products, (c) Controls and has the right to license all TMRC IP Rights to Syros as provided herein (d) is not aware of any infringement or misappropriation by a Third Party of the TMRC IP Rights and (e)(i) all agreements relating to the Technology or any of the TMRC IP Rights between TMRC and Innovive Pharmaceuticals, Inc. (or its successors or assigns) (collectively, “CytRx”) have been terminated, except for a [**], terminating all other such agreements, (ii) [**] TMRC has unfettered rights to use all data and documents generated by CytRx or TMRC [**] relating to the Technology or any of the TMRC IP Rights, including the unfettered right to license and transfer such data and documents to Syros as provided herein, (iii) all litigation between CytRx and TMRC has been settled and dismissed with prejudice and all claims between CytRx and TMRC have been released, in each case that pertain to the Technology or any of the TMRC IP Rights, and (iv) CytRx does not retain any right [**] or otherwise to terminate any right of TMRC to use or license data or documents generated by CytRx and TMRC pursuant to any agreement between CytRx and TMRC relating to the Technology or any of the TMRC IP Rights.
