Licensee Intellectual Property. Any intellectual property resulting solely from LICENSEE’s work, know-how, or development that does not include nor rely upon the Technology, Licensor IP or jointly owned intellectual property, as described in this Agreement, shall be owned by LICENSEE (“Licensee IP”).
Licensee Intellectual Property. Licensee, without the express written permission of Microsoft, may bring any action or proceeding relating to this infringement or potential infringement, to the extent such infringement involves any proprietary rights of Licensee (provided that Licensee will not have the right to bring any such action or proceeding involving Microsoft's intellectual property). Licensee shall make reasonable efforts to inform Microsoft regarding such actions in a timely manner. Licensee will have the right to retain all proceeds it may derive from any recovery in connection with such actions. Licensee agrees to use all commercially reasonable efforts to protect and enforce its proprietary rights in the Software Title.
Licensee Intellectual Property. Bayer acknowledges that Licensee and its Affiliates shall retain all of their right, title and interest in and to the Licensee Intellectual Property, and that nothing contained in this Agreement shall be construed to convey any rights or proprietary interest in the Licensee Intellectual Property to Bayer.
Licensee Intellectual Property. Licensee shall, by itself, through an Affiliate, or with Third Party licensors of any portion of the Licensee Intellectual Property, have the right (but not the obligation) to initiate and conduct, at its sole cost, legal proceedings to enforce the Licensee Intellectual Property against any infringement or misappropriation by Third Parties or defend any declaratory judgment action involving the Licensee Intellectual Property.
Licensee Intellectual Property. (a) Licensee shall, at its own expense, defend PalmSource and PalmSource’s subsidiaries (collectively “PalmSource Indemnitees”) against any claim brought against any PalmSource Indemnitee alleging that (1) the Licensee Products, Licensee Software, or the Licensee trademarks used within the scope of this Agreement infringe any third party (i) patents in the U.S., E.U. Japan, Canada, or Australia or other countries mutually agreed in writing, (ii) copyrights or trade secrets world-wide, or (iii) any registered trademark rights in the U.S., E.U., Japan, Canada, Australia or other countries where Licensee obtains a registration for its trademarks, or (2) the OS Developments or Licensee Related Works incorporated into any OS Developments or PalmSource’s source code tree by Licensee, to the extent used in or for PalmSource Products, infringe the copyrights or misappropriate the trade secrets of any third party. Licensee shall pay any settlements entered into by Licensee or damages awarded against any PalmSource Indemnitee to the extent based on such a claim, provided that Licensee is promptly notified, rendered reasonable assistance by PalmSource as required, and permitted to direct the defense or settlement negotiations. Licensee shall have no liability for any infringement to the extent arising from: (a) the integration or combination of any of the OS Developments, Licensee Related Works, Licensee Products, Licensee Software or Licensee trademarks together with other software, materials or products not integrated or combined by or for Licensee, if the infringement would have been avoided in the absence of such integration or combination; or (b) modifications to any of the OS Developments, Licensee Related Works, Licensee Products or Licensee Software not made by or on behalf of Licensee; or (c) compliance with PalmSource’s written specifications in the case of OS Developments and Licensee Related Works. If a PalmSource Indemnitee is contractually required to provide indemnification to its customers for infringement claims asserted against OS Developments or Licensee Related Works, to the extent used in or for PalmSource Products, then the PalmSource Indemnitee may elect to submit such claims under the indemnification obligation set forth in this Section 12.3, but only to the extent that:
(i) the PalmSource Indemnitee’s contractual obligations apply to the PalmSource Product as a whole and do not apply any less favorably to the OS Developments or the Licensee R...
Licensee Intellectual Property. Ownership of the Licensee Inventions, Licensee Know-How, Improvements, and Licensee Patents (other than Joint Patents) shall remain vested at all times in Licensee.
Licensee Intellectual Property. Licensee will be the sole owner of all BioNTech Foreground IP and will retain all right, title and interest in and to all BioNTech Background IP, BioNTech Foreground IP and BioNTech Materials, subject to the rights and licenses granted to Penn set forth herein.
Licensee Intellectual Property. Licensee shall disclose to XENCOR all new Licensee Inventions and Joint Intellectual Property in accordance with Section 12.2.3.
Licensee Intellectual Property. Licensee, without the express written permission of Microsoft, may bring any action or proceeding relating to this infringement or potential infringement, to the extent such infringement involves any proprietary rights of Licensee (provided that Licensee will not have the right to bring any such action or proceeding involving Microsoft's intellectual property). Licensee shall make reasonable efforts to inform Microsoft regarding such actions in a timely manner. Licensee will have the right to retain all proceeds it may derive from any recovery in connection with such actions.
Licensee Intellectual Property. Licensee, without the express written permission of Microsoft, may bring any action or proceeding relating to this infr~'1gemer.t or potential infringement, to the extent such infringement involves any proprietary rights of Licensee (provided that Licensee will not have the right to bring any such action or proceeding involving Microsoft's intellectual property). Licensee shall make reasonable efforts to inform Microsoft regarding such actions in a timely manner. Licensee will have the right to retain all proceeds it may derive from any recovery in connection with such actions. Licensee agrees to use all commercially reasonable efforts to protect and enforce its proprietary rights in the Software Title. [*] Confidential portion omitted and filed separately with the Securities Exchange Commission
