Other Intellectual Property Rights. HBIO hereby grants, and agrees to cause its Affiliates and Subsidiaries to grant, to HXXX a perpetual, exclusive, worldwide, sublicensable and transferable right and license to use, solely in connection with the HXXX Business for the period described below in Section 3.3, all Intellectual Property, Technology and related Know-How developed by HBIO in the Harvard Apparatus Research Business during the five-year period following the Separation Date (collectively, the “New HBIO Technology”). For avoidance of any doubt, any Intellectual Property, Technology and related Know-How developed by HBIO in the Harvard Apparatus Research Business after such five-year period (the “Future HBIO Technology) will not be subject to this Section 3.2. The foregoing exclusive license grant shall not exclude or limit any member of the HBIO Group from their continued use of the New HBIO Technology , subject to Article IX hereof. HBIO and each other member of the HBIO Group, as applicable, shall retain any and all rights with respect to the New HBIO Technology other than the license granted to HXXX in this Section 3.2. During the term of such license, HBIO shall use commercially reasonable efforts to notify HXXX in writing promptly following the development of any New HBIO Technology (provided that the failure to provide any such notice shall not be deemed to be a breach of this Agreement or give rise to any claims or termination rights hereunder). Upon the receipt of such notice, HXXX shall have sixty (60) days to elect to either license such New HBIO Technology in accordance with the above provisions, after which such time, if HXXX fails to make such election, or elects not take such license, HBIO shall have no obligations to HXXX under this Article III with respect to such non-elected/rejected New HBIO Technology (the “Rejected New HBIO Technology”). Any disclosures made pursuant to this Section 3.2 shall be treated as “Information” for purposes of this Agreement. For the avoidance of any doubt, neither (i) the Future HBIO Technology nor (ii) any New HBIO Technology that the parties cannot mutually agree on a royalty fee with respect to in accordance with Section 3.3, shall be deemed Rejected New HBIO Technology. In addition, HBIO’s use of such items described in (i) and (ii) in the prior sentence shall continue to be subject to Section 9.1 in accordance with the terms hereof.
Other Intellectual Property Rights. Except as set forth in Section 3.8(b) of the Disclosure Schedule, Company is the sole and exclusive owner throughout the United States of (i) all Copyrights, whether or not registered, including but not limited to the moral rights; (ii) all other Intellectual Property rights, including, without limitation, trade secrets, know-how, inventions (patented and unpatented), and discoveries, embodied in or used in the development of the Software, or any part thereof, and the screen displays generated by the Software; and (iii) all Documentation; in each case except the Development Software used in the development of the Software and the Distributor Software. The Copyrights, Trademarks, Software, Documentation, and other Intellectual Property of Company are collectively hereinafter referred to as "Company Intellectual Property". Section 3.8(b)(ii) of the Disclosure Schedule contains a correct and complete list of all registered Copyrights, the date of registration and jurisdiction of such registrations. Company has not filed any patent applications and does not hold any patents.
Other Intellectual Property Rights. Each Party shall own the entire right, title and interest in and to any and all Information discovered, developed, identified, made, conceived or reduced to practice by or on behalf of such Party or its Affiliates or their respective employees, agents or contractors during the Term, whether or not patented or patentable, together with any and all Intellectual Property Rights in any such Information, including Patents that claim or disclose any such Information.
Other Intellectual Property Rights. 6.3.1 As between the Parties, all right, title and interest in and to the Business IP belongs to the CBI Parties, and any use CLSIP makes of the Business IP will not confer any ownership rights upon CLSIP. Any goodwill generated by CLSIP’s use of the Business IP shall inure to the sole benefit of CBI or another CBI Party.
6.3.2 CLSIP shall assign, transfer and convey to CBI or its designee any rights in the Business IP that CLSIP may obtain or that may vest in CLSIP as a result of its activities under this Agreement, and CLSIP shall execute any documents reasonably requested by CBI to accomplish, confirm or record such assignment, transfer and conveyance.
6.3.3 CLSIP shall immediately inform CBI of any potential infringements or other misuse of the Business IP. As between the Parties, CBI has the sole right to commence an action for infringement of the Business IP, and to defend and settle any claims that CLSIP’s use of the Business IP infringes or otherwise violates the rights of a third party.
6.3.4 CLSIP shall not directly or indirectly attack or challenge the Business IP, the CBI Parties’ rights in, exclusive ownership of, or title to the Business IP, or the validity of any registrations, patents, or applications for registrations or patents for the Business IP.
Other Intellectual Property Rights. No license or immunity is granted by this Agreement by either party to the other, either directly or by implication, estoppel, or otherwise, under any patents, copyrights, trademarks, or mask works, or any trade secrets or know-how other than that disclosed hereunder. The disclosure of information hereunder will not constitute any representation, warranty, assurance or guarantee, by either party to the other, with respect to the infringement, misappropriation or violation of any of the intellectual property rights of third parties.
Other Intellectual Property Rights. All other Intellectual Property Rights, where:
Other Intellectual Property Rights. Comcast Spectacor Content is protected under the copyright and other intellectual property laws of the United States and other countries. You acknowledge that all copyrights and other intellectual property rights in the Platform are owned by Comcast Spectacor or its third-party licensors to the full extent permitted under the United States Copyright Act and all international copyright laws and all other applicable laws. Unless expressly permitted by an authorized person in writing, you may not copy, reproduce, distribute, publish, enter into a database, display, perform, modify, create derivative works from, transmit, or in any way use or exploit any part of Comcast Spectacor Content. Trade and Service Marks. All rights in product names, the Comcast Spectacor name, trade names, logos, service marks, trade dress, slogans, product packaging, and designs of Comcast Spectacor products or services, whether or not appearing in large print or with the trademark symbol, belong exclusively to Comcast Spectacor, its affiliates, subsidiaries or their respective licensors and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. Nothing stated or implied on the Platform confers on you any license or right under any patent or trademark of Comcast Spectacor, its affiliates, subsidiaries or any third party.
Other Intellectual Property Rights. Nothing in this Agreement is intended to give a party any Intellectual Property Rights in, or other rights in respect of, any trademarks, business names, logos, trading styles, get-up, processes, methodologies or other intellectual property of the other party.
Other Intellectual Property Rights. Spectra Content is protected under the copyright and other intellectual property laws of the United States and other countries. You acknowledge that all copyrights and other intellectual property rights in the Platform are owned by Spectra or its third-party licensors to the full extent permitted under the United States Copyright Act and all international copyright laws and all other applicable laws. Unless expressly permitted by an authorized person in writing, you may not copy, reproduce, distribute, publish, enter into a database, display, perform, modify, create derivative works from, transmit, or in any way use or exploit any part of Spectra Content except that you may make use of the content for your personal, informational, non-commercial purposes only, provided that you do not modify the Spectra Content in any way and as explained below, provided that you maintain all copyright and other notices posted along with Spectra Content. To obtain written consent to use a copyrighted work, please contact us by mail at Spectra, 000 Xxxxx Xxxx., Philadelphia, PA 19112 Attn: Legal Department, or by sending an email to xxxxx@xxxxxxxxx.xxx. Copying or downloading these materials for anything other than your personal use is a violation of these Terms.
Other Intellectual Property Rights. (a) Section 4.8(a) of the Disclosure Schedule sets forth, with respect to Other Intellectual Property Rights owned by the Company or any of its Subsidiaries, a complete and accurate list of all patent, copyright, domain name and trademark registrations and pending applications related thereto.
(b) The Other Intellectual Property Rights together with the Films constitute all intellectual property rights necessary to conduct the Business from and after the Effective Time in substantially the same manner as currently conducted, and the Company or its Subsidiaries own or are licensed, or otherwise possess legally enforceable rights to use, all intellectual property rights that are used in the Business.
(c) The Company or its Subsidiaries hold good and marketable title to all of the Other Intellectual Property Rights and all of the Other Intellectual Property Rights are free and clear of all Liens (other than Permitted Liens), are currently subsisting, and to the Knowledge of the Company, are valid and enforceable.
(d) The Other Intellectual Property Rights do not (A) Infringe upon any patent, trademark, service xxxx, trade name, copyright, literary, dramatic, music, artistic, personal, private, civil, contract or property right or rights of privacy or any other right, whether tangible or intangible, of any Person or (B) contain any element or material which in any manner constitutes a libel, slander or other defamation of any Person.
(e) There are no sums due to any Person in connection with the exploitation of the Other Intellectual Property Rights, and all such sums due as of the date hereof (or, with respect to the Closing, all sums due as of the Closing Date), in connection with the Other Intellectual Property Rights have been paid in full.
(f) The Company and its Subsidiaries take and have taken all commercially reasonable steps consistent with industry standards to protect, confirm, register, maintain, police and enforce the Other Intellectual Property Rights, including without limitation making all filings, paying all fees and executing all appropriate written agreements (license agreements, assignment agreements, work-for-hire agreements, confidentiality agreements, waivers of moral rights, etc.).
(g) Except to the extent that a Material Adverse Effect will not result, neither the Company nor any of its Subsidiaries has done or failed to do any act which impairs or encumbers the Company's or any of its Subsidiaries' full enjoyment of the Other Intellec...
