Kellanova Brand IP Sample Clauses

Kellanova Brand IP. (i) Each Party shall promptly inform the other Party of any potential infringement, dilution, misappropriation or other violation of any Kellanova Brand IP licensed under this Agreement or use of any Trademarks that may reasonably lead to likelihood of confusion with any Kellanova Brand IP licensed under this Agreement, or if either Party receives notice of any claim from any third party alleging that any Kellanova Brand IP licensed under this Agreement (or such Party’s use thereof) infringes, dilutes, misappropriates or otherwise violates the rights of a third party. Where permitted under local Law, during the Enforcement Period, the ER Owner of an applicable Kellanova-Owned Mark that is the subject of a claim or dispute (or that is related to any Kellanova Collateral Materials that is the subject to the claim or dispute) shall have the first right to commence, control, or respond to any such action or claim, and the authority and sole control of the defense or settlement of such claim (a “Primary Enforcing Party”). WKKC and Xxxxxxxxx shall share the documented, out-of-pocket costs, fees and expenses of any such action or claim and sums, profits and damages recovered from any such action or claim in proportion to the Net Sales in North America of the Licensed Products bearing or sold or being offered for sale under the applicable Kellanova Brand IP in the fiscal year prior to date of any such action or claim. WKKC acknowledges that in certain jurisdictions, only Xxxxxxxxx, as the Legal Owner of the Kellanova Brand IP, can be named as a party to a dispute. In such instances, where WKKC is the Primary Enforcing Party, WKKC shall initiate any such action in the name of Kellanova. Where WKKC is the Primary Enforcing Party, Kellanova shall, and shall cause any member of its Group to, cooperate with all reasonable requests for assistance by WKKC in connection with the foregoing, including being named as a party in any related court and/or administrative proceedings. WKKC shall provide Xxxxxxxxx copies of all notices, complaints, court proceedings, and other documentation relating to the foregoing. Without limiting the foregoing, the Primary Enforcing Party shall not bring any action or claim against any Sublicensee of the other Party or any member of such Party’s Group for any alleged infringement, dilution, misappropriation or other violation of any Kellanova Brand IP by any Sublicensee of the other Party or any member of such Party’s Group of which it becomes...
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Related to Kellanova Brand IP

  • Baxter and Nexell shall cooperate in any action taken by a third party solely involving a nullity action, opposition, reexamination or any other action taken by such third party alleging the invalidity or unenforceability of any Licensed Intellectual Property. Both parties agree to share equally in the cost of the defense of such Licensed Intellectual Property.

  • Joint Technology The Parties agree that, in order to effectuate the provisions of Section 4.4.2, subject to any exclusive licenses granted hereunder, (a) the non-use provisions of this Article 9 shall not apply to each Party’s use of Joint Technology, and (b) each Party may disclose the Joint Technology to Third Parties who are under terms of confidentiality no less strict than those contained in this Agreement.

  • Manufacturing Technology Transfer With respect to each Technology Transfer Product, upon AbbVie’s written request after the Inclusion Date for the Included Target to which such Technology Transfer Product is Directed, Morphic shall effect a full transfer to AbbVie or its designee (which designee may be an Affiliate or a Third Party manufacturer) of all Morphic Know-How and Joint Know-How relating to the then-current process for the Manufacture of such Technology Transfer Product (the “Manufacturing Process”) and to implement the Manufacturing Process at facilities designated by AbbVie (such transfer and implementation, as more fully described in this Section 5.3, the “Manufacturing Technology Transfer”). To assist with the Manufacturing Technology Transfer, Morphic will make its personnel reasonably available to AbbVie during normal business hours for up to [***] FTE hours with respect to each Included Target (in each case, free of charge to AbbVie) to transfer and implement the Manufacturing Process under this Section 5.3. Thereafter, if requested by AbbVie, Morphic shall continue to perform such obligations; provided, that AbbVie will reimburse Morphic for its full-time equivalent (FTE) costs (for clarity, in excess of [***] FTE hours) and any reasonable and verifiable out-of-pocket costs incurred in providing such assistance. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

  • Third Party Technology The assignment of any applicable license agreements with respect to Third Party Technology are set forth in the General Assignment and Assumption Agreement.

  • Technology License 4.1 Unless any event described in Article 2.2 or 2.3 of this Agreement occurs, all of the technology required to be licensed for any of Party B’s business shall be provided by Party A on an exclusive basis. Party A will try its best to license Party B to use the technology owned by Party A, or re-license Party B to use the technology as approved by the owner.

  • Cornerstone shall notify the LLC and confirm such advice in writing (i) when the filing of any post-effective amendment to the Registration Statement or supplement to the Prospectus is required, when the same is filed and, in the case of the Registration Statement and any post-effective amendment, when the same becomes effective, (ii) of any request by the Securities and Exchange Commission for any amendment of or supplement to the Registration Statement or the Prospectus or for additional information and (iii) of the entry of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose, and, if such stop order shall be entered, Cornerstone shall use its best efforts promptly to obtain the lifting thereof.

  • New Technology If New Technology becomes available from any source, including Supplier, then KP may evaluate and contract with any supplier so that KP will have access to New Technology at all times. If Supplier cannot offer New Technology at comparable or lower prices, KP may either (a) amend contract pricelist to add Supplier's New Technology at a mutually agreed-upon price; or (b) contract with other suppliers for New Technology. Regardless of whether New Technology is added to this Agreement, Supplier and KP will negotiate in good faith to equitably adjust the pricing for any current Product under this Agreement affected by the New Technology.

  • Background IP Each Party will own all right, title and interest in its Background IP.

  • Company IP Each Group Company owns or otherwise has sufficient rights (including but not limited to the rights of development, maintenance, licensing and sale) to all Intellectual Property necessary and sufficient to conduct its business as currently conducted by such Group Company (“Company IP”) without any known conflict with or known infringement of the rights of any other Person. Section 12.1 of the Disclosure Schedule sets forth a complete and accurate list of all Company Registered IP for each Group Company, including for each the relevant name or description, registration/certification or application number, and filing, registration or issue date.

  • Non-Company Business Except with the prior written consent of the Board, Executive will not during the term of Executive’s employment with the Company undertake or engage in any other employment, occupation or business enterprise, other than ones in which Executive is a passive investor. Executive may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of Executive’s duties hereunder.

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