Ownership and Cooperation Sample Clauses

Ownership and Cooperation. 10.1.1. Except to the extent expressly specified to the contrary in this Agreement: (i) each Party shall retain and own all right, title, and interest in and to all patent rights, trade secrets, proprietary rights and other intellectual property rights conceived or created solely by such Party; (ii) the Parties shall jointly own all right, title, and interest in and to all patent rights, trade secrets, proprietary rights and other intellectual property rights conceived or created jointly by the Parties pursuant to the Collaboration and, subject to the provisions of this Agreement (including those licenses granted pursuant Amgen Ref. No. 2015641252 Page 43 to Article 4 (Grant of License)), neither Party shall have any duty to account or obtain the consent of the other Party (such consent deemed given hereunder) in order to exploit, license or assign such intellectual property rights; and (iii) inventorship and authorship of any invention or work of authorship conceived or created by either Party or jointly by the Parties pursuant to the Collaboration, shall follow the rules of the U.S. Patent and Trademark Office and the Laws of the U.S. (without reference to any conflict of law principles). 10.1.2. Each Party shall promptly notify the other upon becoming aware (i) of any actual, suspected or threatened material infringement of any Licensed Amgen Patents, Licensed Amgen Trademarks or Licensed Amgen Know-How, (ii) of any claim that Novartis’s, or its Affiliates’ or sublicensees’, exercise of the rights granted under the Licensed Amgen Patents Licensed Amgen Trademarks, or Licensed Amgen Know-How hereunder infringes any rights or patents of a Third Party, (iii) of any claims of alleged patent or trademark infringement by Amgen or Novartis with respect to the Manufacture, use, sale, offer for sale or importation of the Licensed Product, (iv) of any actual, suspected or threatened material misappropriation of Licensed Amgen Know-How, and/or (v) of any actual, suspected or threatened material infringement or dilution of the Licensed Amgen Trademarks, Amgen Housemarks related to the Licensed Products or Novartis Housemarks related to the Licensed Products, all of the foregoing, (i) through (v), anywhere in the world.
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Ownership and Cooperation. 11.1.1 Except to the extent expressly specified in Section 11.1.2 (a) each Party shall retain and own all right, title, and interest in and to all patent rights, trade secrets, proprietary rights and other intellectual property rights conceived or created solely by such Party, (b) the Parties shall jointly own all right, title, and interest in and to all patent rights, trade secrets, proprietary rights and other intellectual property rights conceived or created jointly by the Parties pursuant to this Agreement and, subject to the provisions of this Agreement (including those licenses granted pursuant to Article III (Grant of License)), neither Party shall have any duty to account or obtain the consent of the other Party (such consent deemed given hereunder) in order to exploit, license or assign such intellectual property rights, and (iii) inventorship and authorship of any invention or work of authorship conceived or created by either Party or jointly by the Parties pursuant to the Collaboration, shall follow the rules of the U.S. Patent and Trademark Office and the Applicable Law of the U.S. (without reference to any conflict of law principles). 11.1.2 Each Party shall cause any applicable employees, sublicensees, Subcontractors or consultants to assign to it, and hereby does assign to it, and agrees to assign to the other Party as appropriate, all rights, title and interest, without further consideration, in Patents to effectuate the ownership of intellectual property as set forth in Section 11.1. 1. Upon a Party’s request, the other Party will perform, or cause its or its Affiliates’ applicable employees, sublicensees, Subcontractors or consultants to perform, any and all acts necessary to assist the requesting Party in perfecting its right, title and interest in and to intellectual property as set forth in Section 11.1.1. Such acts shall include, but not be limited to, executing all papers, including all documents associated with the filing and prosecution of patent applications, including invention assignments and inventor declarations, and providing affidavits or testimony in connection with prosecution of patent applications, patent interferences, patent derivation proceedings, post-grant reviews and oppositions, validity or infringement proceedings and participating in other legal proceedings as may be reasonably requested by the other Party.
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Ownership and Cooperation 
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Related to Ownership and Cooperation

  • Ownership and Control All components of the Placer County Technology Platform, including voicemail, email messages sent and received, files and records created or placed on any County file server, and all data placed onto or accessed by the County’s computer network including internet access, are and remain either the property of or under the control of Placer County and not the User.

  • Ownership and Reuse of Documents All documents, data, reports, research, graphic presentation materials, etc., developed by Contractor as a part of its work under this Agreement, shall become the property of County upon completion of this Agreement, or in the event of termination or cancellation thereof, at the time of payment under Section 3 for work performed. Contractor shall promptly furnish all such data and material to County on request.

  • Ownership and Use (A) Unless CITY states otherwise in writing, each document— including, but not limited to, each report, draft, record, drawing, or specification (collectively, “work product”)— that CONSULTANT prepares, reproduces, or causes its preparation or reproduction for this Agreement is CITY’s exclusive property. (B) CONSULTANT acknowledges that its use of the work product is limited to the purposes contemplated by the Scope of Work. CONSULTANT makes no representation of the work product’s application to, or suitability for use in, circumstances not contemplated by the Scope of Work.

  • Ownership and Title Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola’s processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights.

  • OWNERSHIP AND USE OF DOCUMENTS 1.3.1 All drawings, specifications, estimates, and all other documents, including shop drawings and calculations, prepared at any time in connection with the Project, shall, upon payment for services in connection therewith, become the sole property of the State.

  • Ownership and Confidentiality 3.1 Ownership. UP42 own all right, title, and interests in and to the PRODUCT, and all rights not expressly granted herein are reserved by UP42. If the PRODUCT or any portion are modified, merged, incorporated, or combined into any software, hardware, or other data, or are converted or translated into another data format, they shall continue to be subject to the rights and obligations of this LICENCE, and UP42 and/or its licensors and suppliers retain ownership of all such PRODUCT and all such portions. Licensee is prohibited from distributing the PRODUCT in any manner except as expressly permitted by this LICENCE. LICENSEE acknowledges and agrees that the foregoing license does not confer on Licensee any right, title or interest in any of UP42’s patents, licenses, trade secrets, trademarks or copyrighted material.

  • OWNERSHIP AND RISK 8.1 Miele remains the owner of the product/s until the price is paid in full to Miele and the product/s have been delivered to the customer. 8.2 The customer must not sell or otherwise deal with the product/s until the price is paid in full to Miele. If the customer purports to do so, the customer will be deemed to hold the proceeds of sale or other realisation (or the amount equal to the outstanding) on trust for Miele. 8.3 Notwithstanding clauses 8.1 and 8 .2, the risk of loss of or damage to the product/s passes to the customer upon delivery. After delivery, the customer is responsible for storing the product/s prior to any installation and is liable for any loss or damage which occurs during such storage.

  • Ownership and Transfer Except as expressly permitted by or pursuant to this Agreement or the other Loan Documents, own any property of any kind other than the Mortgaged Property, or Transfer any Mortgaged Property or any portion thereof.

  • Ownership and Proprietary Rights Title, ownership rights and intellectual property rights to Software or to the Software and all patents, copyright, design rights, trade secrets and other proprietary rights in or related to the Software are and remain the exclusive property of Licensor and its suppliers. Licensee acknowledges such rights and will not take any action that jeopardizes such rights or acquire any rights except the limited use rights specified in this Agreement. The Software is protected by copyright and other intellectual property laws and international treaty provisions. The Licensee further acknowledges that in the course of its use of the Software, pursuant to the terms of this Agreement, that it may suggest modifications or improvements to the Software (“Modification(s)”). The Licensee expressly acknowledges the Licensor shall have the right to use these modifications and hereby grants the Licensor a non-exclusive, royalty-free, perpetual worldwide license to use or incorporate said Modification(s), in whole or in part, into the future development of any technology, including the Software. The Licensee expressly acknowledges that the Licensor is not obligated to provide the licensee with any form of compensation with respect to the use of the Modification(s).

  • Ownership and License 5.1 Unless otherwise specified in a SOW and except as provided in Section 5.2, Cisco is the sole and exclusive owner of all Deliverables and Supplier hereby irrevocably assigns and transfers to Cisco all of its worldwide right and title to, and interest in, the Deliverables, including all associated Intellectual Property Rights. 5.2 Unless otherwise specified in a SOW, each party owns all right, title, and interest in and to any of its Preexisting Materials. Supplier hereby grants Cisco a perpetual, irrevocable, worldwide, transferable, royalty-free, nonexclusive license, with the right to sublicense and authorize the granting of sublicenses, to use and reproduce Supplier's Preexisting Materials in the Deliverables to the extent necessary for Cisco’s exercise and exploitation of its rights in the Deliverables. 5.3 Unless otherwise specified in an SOW, Supplier will obtain and assign to Cisco a non- exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, sub-licensable license to use all Third Party Intellectual Property Rights incorporated into, required to use, or delivered with the Work. Supplier will deliver copies of the above releases and licenses to Cisco upon Xxxxx’s request.

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