IP Rights Sample Clauses

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 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. If [***] is the Opt-Out Party, then, notwithstanding any provision to the contrary set forth in this Agreement: (a) [***] will have the first right (and [***] will have the second right) to file, prosecute and maintain the Joint Collaboration Patent Rights and Section 13.2.1 [***] First Right) and Section 13.2.2 [***] Second Right) will apply mutatis mutandis. (b) [***] will have the first right (and [***] will have the second right) to initiate an Infringement Action against any Competitive Infringement with respect to any Joint Collaboration Patent Rights, and Section 13.3.2 (Competitive Infringement) will apply mutatis mutandis.

IP Rights. Marina Bio 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 Bio’s knowledge, written threat of litigation that has been received by Marina Bio (and has not been resolved by taking a license or otherwise), which alleges that Marina Bio’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 Bio’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. (a) Except as would not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Acquired Entities own, or have valid rights to use or license, all IP Rights used in the conduct of their businesses substantially in the manner in which they are currently being conducted. (b) Except as would not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) Section 2.6(b) of the Company Disclosure Schedule sets forth, as of the date of this Agreement, all registered or applied for trademarks, service marks, patents, copyrights, domain names owned or purported to be owned by the Company and its Subsidiaries (excluding, for the avoidance of doubt, any such registrations or applications that have lapsed, expired or been abandoned), and such registrations and applications are subsisting and unexpired and, to the Knowledge of the Company, such registrations are valid and enforceable; (ii) the conduct of the businesses of the Company and its Subsidiaries, including any product or service marketed or sold by the Company and its Subsidiaries, has not since June 30, 2016 infringed or misappropriated, and does not infringe or misappropriate, any IP Rights owned by any other Person; (iii) to the Knowledge of the Company, no other Person is infringing or misappropriating any IP Rights owned by the Company and its Subsidiaries and (iv) the Company and its Subsidiaries exclusively own all of the IP Rights owned or purported to be owned by them free and clear of any Liens, other than Permitted Liens. Except as would not have and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (x) the Company and its Subsidiaries have taken commercially reasonable steps to protect their IP Rights and to maintain the confidentiality of their trade secrets and the security, integrity and continuous operation of the software, websites, applications, databases, systems, networks and information technology assets and infrastructure used in their businesses (and the data stored thereon) (“IT Assets”), and, to the Knowledge of the Company, there have been no breaches, losses, violations or unauthorized access or use of same other than those that did not result in any duty to report or mitigate, loss or liability; (y) no proprietary software of the Company or its Subsidiaries that is licensed, distributed or conveyed to third parties ...

IP Rights. The Company and its Subsidiaries shall use Commercially Reasonable and Diligent Efforts in each of the Key Countries to: (a) take any and all actions, and prepare, execute, deliver and file any and all agreements, documents and instruments, that are reasonably necessary or desirable to preserve diligently and maintain the IP Rights related to any Products in such countries, including payment of maintenance fees or annuities, at the sole expense of the Company, (b) diligently defend (and enforce) the IP Rights related to any Products in such countries against infringement or interference by any other Person, and against any claims of invalidity or unenforceability (including by bringing any legal action for infringement or defending any counterclaim of invalidity or action of a Third Party for declaratory judgment of non-infringement or non-interference), (c) diligently defend against any claim or action in such countries by any other Person that the manufacture, use, marketing, sale, offer for sale, importation or distribution of the Products as currently contemplated infringes on any patent or other intellectual property rights of any other Person or constitutes misappropriation of any other Person’s trade secrets or other intellectual property rights, and (d) when available in respect of any Product and where applicable, apply for regulatory or data exclusivity where available in countries in which sales of such Product occurs. The Company shall not exercise and enforce its applicable rights in any manner that would result in a breach of this Agreement.

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. 4.5.2 Copyright of Deliverables (if any) specifically created for the Customer under this MBSA and any SOW (except where such Deliverables are Services) will be deemed wholly owned by the Customer. 4.5.3 The Customer shall retain all right, title, and interest in and to Customer Pre-Existing IP. 4.5.4 Nothing shall prevent the Consultant from using IP Rights gained during the performance of Services, other than Customer Pre-Existing IP, in the furtherance of its own business, including for other customers of the Consultant, to the extent that such use does not result in disclosure or use of any of Customer’s confidential information or any infringement of any Intellectual Property Rights of the Customer. 4.5.5 Where Consultant’s Pre-Existing IP is incorporated in any of the Services, the Customer has non-exclusive irrevocable world-wide royalty free license to use modify and distribute such Consultant’s Pre-Existing IP, but only as part of the Services; all other rights in the Consultant’s Pre-Existing IP and any other IP Rights of the Consultant are reserved by the Consultant. 4.5.6 The Consultant shall indemnify the Customer against infringement of third-party rights by the Services (other than to the extent such infringement arises out of or relates to any infringement by Customer Pre-Existing IP or other IP Rights of the Customer), provided that the Customer notifies the Consultant of any relevant third party rights or claims promptly on such rights or claims becoming known to or suspected by the Customer. Any reasonable delay from the Customer to notify the Consultant shall not constitute a waiver of the Customer’s right to indemnification under this paragraph. 4.5.7 The Customer shall indemnify the Consultant against infringement of third-party rights by the Customer Pre-Existing IP, provided that the Consultant notifies the Customer of any relevant third-party rights or claims promptly on such rights or claims becoming known to or suspected by the Consultant. Any reasonable delay from the Consultant to notify the Customer shall not constitute a waiver of the Consultant's right to indemnification under this paragraph.

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. Any license granted under Section 4.2(d) to QUOTIENT shall become null and void.

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. 10.2 In the event that new inventions, designs or processes evolve in performance of or as a result of this Agreement, the Customer acknowledges that the same shall be in property of The Company unless otherwise agreed in writing with a Director of The Company.