lntellectual Property. The Parent owns or is validly licensed or otherwise has the right to use, all Intellectual Property Rights which are material to the conduct of the business of the Parent taken as a whole. No claims are pending or, to the knowledge of the Parent, threatened that the Parent is infringing or otherwise adversely affecting the rights of any person regarding any Intellectual Property Right. To the knowledge of the Parent, no person is infringing the rights of the Parent with respect to any Intellectual Property Right.
lntellectual Property. 5.2.1. Subject to the licenses granted hereunder, each party will continue to independently own its intellectual property, including all patents, trademarks, trade names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property.
5.2.2. Without limiting the generality of the foregoing, no commercial use rights or any licenses under any patent, patent application, copyright, trademark, know-how, trade secret, or any other intellectual proprietary rights are granted by the Disclosing Party to the Receiving Party by this Agreement, or by any disclosure of any Confidential Information to the Receiving Party under this Agreement.
lntellectual Property. To the Seller’s knowledge, each Company has, or has rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as necessary or required for use in connection with its Businesses as presently conducted and which the failure to so have could have a Material Adverse Effect as such rights are set forth in Schedule 4.20 (collectively, the “lntellectual Property Rights”), except with respect to the HEK293 cell lines, which ModiQuest Research uses without a license. No Company has received a notice (written) that any of the lntellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned within seven (7) years from the Signing Date. Except with respect to the co-existence agreement dated July 17, 2017 among the Seller and Quest Diagnostic lnvestments LLC (a copy of which has been provided by the Seller to the Parent) concerning the restricted registration and use of the ModiQuest trademark, inclusive of its logo and the caption “research”, no Company has received a written notice of a claim that the lntellectual Property Rights violate or infringe upon the rights of any Person. Except as set forth in Schedule 4.20, no Company has licensed any of its lntellectual Property Rights. To the knowledge of the Seller, all such lntellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the lntellectual Property Rights. Each Company has taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
lntellectual Property. 10.1. The Copy rights and intellectual property rights of the Company, including the names, brands, and identifying marks of the Company, courses (Online and frontaI), marketing materials, study guides, agreements and confidentiality agreements, appendices to this Agreement, including all of the documents and plans, and other intellectual property rights derivative thereto, will be exclusively owned by the Company.
lntellectual Property. 4.1 The Client acknowledges that Xxxx Cengage Learning and its Sources own all content comprising the Services and Archive Products.
4.2 The Client shall use all reasonable efforts to restrict and control unauthorised access to a Service or Archive Product. The Client agrees to notify Xxxx Cengage Learning if it becomes aware of any of the following: (a) any loss or theft of the Clienťs password(s) used in relation to a Service or Archive Product (if any); (b) any unauthorised use of such passwords; or (c) any breach by an Authorised User of the terms of this Agreement. Upon becoming aware of any breach of the terms of this Agreement by an Authorised User, the Client agrees to work with Xxxx Cengage Learning to correct such practices. Economist Historical Archive 1843-2014 4th May 2018
4.3 The Client agrees not to seli, exchange, barter or transfer, rent, lease, loan, resell for profit, distribute or in any other manner commercially exploit any data or documentation comprising a Service or Archive Product except as expressly permitted in this Agreement.
lntellectual Property ln the event that any intéllectual property is developed from the collaborative research project contemplated hereunder, the parties agree to cooperate in good faith towards the protection and commercialfzation of any such intellectual property. The parties also agree to negotiate in good faith an appropriate agreement for the equitable sharing of any proceeds resulting from the commercialization of the intellectual property based on the respective contributions to the ,development of the intellectual property by each party.
lntellectual Property. The Parties agree that the specific agreements of cooperation shall include the necessary provisions for the protection of property rights to inventions, copyright and other intellectual property that result ofjoint work or collaborative research activities.
lntellectual Property. 7.1 The Contractor reserves all intellectual property rights concerning intellectual products that it uses or has used and/or develops and/or has developed within the context of the performance of the Assignment, and in respect of which it owns or may assert copyrights or other intellectual property rights.
7.2 The Principal is expressly prohibited from reproducing, disclosing and/or exploiting such products, including computer programs, system designs, methodologies, recommendations, (model) contracts and other intellectual products of the Contractor, all this in the broadest sense of the word, whether or not through engagement of third parties. Any reproduction and/or disclosure and/or exploitation is only permitted subject to prior written permission given by the Contractor. The Principal may reproduce the written documents for its own use within its own organisation, to the extent this is in accordance with the aim of the Assignment. ln the event of premature termination of the Assignment, the above shall apply mutatis mutandis.
7.3 lf, in the course of an Assignment, an intellectual product is delivered that has been especially developed for the Principal and if this has been designated as such in the Assignment Letter, then the Principal shall obtain the intellectual property rights to this product, provided that the Principal grants the Contractor non-exclusive, global and permanent rights to freely use, copy, process, amend, sublicense and/or market the said intellectual product.
lntellectual Property. Rights (IPR) shall mean all copyrights, utility models, utility model applications, patents and patent applications (including reexaminations, reissues, divisions, continuations, continuations-in-part and extensions thereof), inventor’s certificates and designs.
lntellectual Property. 6.1 Title to all inventions and discoveries made by Institution resulting from the research performed hereunder shall reside in Institution; title to all inventions and discoveries made by Sponsor resulting from the research performed hereunder shall reside in Sponsor; title to all inventions and discoveries made jointly by Institution and Sponsor resulting from the research performed hereunder shall reside jointly in Institution and Sponsor. Inventorship shall be determined in accordance with U.S. Patent law.
6.2 After consultation with Sponsor regarding the advisability of filing patent applications, Institution shall file appropriate United States and foreign patent applications for wholly or jointly owned Institution inventions. Institution will provide Sponsor, on a confidential basis, a copy of any such application filed and any documents received or filed during prosecution thereof and will provide Sponsor the opportunity to comment thereon. On any application on which an employee of Sponsor is named as a co-inventor, Sponsor will cooperate in obtaining execution of any necessary documents by its employees.
6.3 Institution agrees to grant to Sponsor an option to negotiate an exclusive, worldwide, royalty bearing license to make, use or sell under any invention or discovery owned wholly or partly by Institution and made or conceived and reduced to practice during the term of this Agreement or within six (6) months thereafter and directly resulting from the performance of the research hereunder, with right to sublicense with accounting to University. Sponsor shall have three (3) months from disclosure of any invention or discovery to notify Institution of its desire to enter into such a license agreement, and a license agreement shall be negotiated in good faith within a period not to exceed siX (6) months from Sponsor's notification to Institution of its desire to enter into a license agreement, or such period of time as to which the parties shall mutually agree.
6.4 If Sponsor and Institution fail to enter into an agreement during that period of time, Sponsor shall have a right of first refusal with respect to any terms generally more favorable offered by Institution to a third patty for a period of one (1) year thereafter.
6.5 In the evexx Xxonsor elects to exercise its option to negotiate a license in accordance with the procedures detailed above, it shall be obligated to pay all expenses, including attorney's fees, incurred in searching prior art...
