Ownership and License of Materials Sample Clauses

Ownership and License of Materials. 14.1 Kraft Owned and Licensed Materials.
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Ownership and License of Materials 
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Related to Ownership and License of Materials

  • Ownership and License in Deliverables Unless otherwise specified in a specific Purchase Order concerning procurement of a SaaS product:

  • Ownership and Licenses 6.1 Except as otherwise explicitly licensed or transferred as provided herein, each party will, as between it and the other party hereto, retain ownership of any and all inventions, copyrights, trade secrets, know-how, patent rights and other technology and rights to the extent conceived or developed by its personnel or contractors (other than the other party hereto). Neither party makes any grant of rights by implication. 6.2 Except as otherwise provided herein, each party shall be responsible, as it shall determine, for the filing and prosecution of any and all patent applications with respect, in whole or in part, to its own intellectual property and for the maintenance of any available patent protection with respect thereto; provided however, that neither party commits that any such patent protection will be available or continuous hereunder. If one party believes that an application for a patent in the Territory should be filed with respect to any invention of the other party hereunder related to the Designated Product, it may so notify such other party, and the parties will cooperate in the investigation of the propriety of such an application, taking into account the respective interests of the parties and the anticipated costs and benefits of such patent protection. 6.3 Penwest hereby grants to Mylan and its Affiliates a license under the Penwest Patents, the Joint Developments, and Penwest's Confidential Technology disclosed to Mylan hereunder to make, have made, use and sell the Designated Product in the Territory during the License Term. Such license shall be exclusive for such purposes as to the Penwest Patents listed in Exhibit within the Exclusive Territory and shall be non-exclusive in the Non-Exclusive Territory. Such license does not extend to the making of TIMERx or Formulated TIMERx, but does cover the incorporation of the same into the Designated Product. Mylan shall have no right to grant sublicenses hereunder without the prior written consent of Penwest, which consent may be withheld in Penwest's discretion as to sublicenses in the Exclusive CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS Territory, but will not be unreasonably withheld as to sublicenses in the NonExclusive Territory. Penwest will, throughout the License Term, promptly notify Mylan of all Penwest Patents referred to in Subsection and provide Mylan with access to all of the same, solely for use within the scope of the license stated in this section. 6.4 Mylan hereby grants to Penwest and its Affiliates a nonexclusive, paid-up, worldwide license, with right to sublicense, under any and all patents, patent applications, trade secrets, copyrights, and other intellectual property rights of any sort owned or controlled by Mylan or its Affiliates or sublicensees, to make, have made, use and sell Formulated TIMERx during the License Term, if and to the extent such license is necessary for Penwest to do so as agreed hereunder. Penwest and its Affiliates shall have the right to grant sublicenses of its rights hereunder to an alternate supplier as and for the purposes described in Section , but shall otherwise have no right to grant sublicenses hereunder without the prior written consent of Mylan, which consent shall not be unreasonably withheld. 6.5 Subject to and conditional upon the failure of Penwest (or the alternate supplier) to meet Mylan's and its Affiliates' and sublicensees' requirements as provided in Section , Penwest grants to Mylan a nonexclusive, worldwide license under the TIMERx Production Technology to make and have made Formulated TIMERx solely for use in the Designated Product for sale in the Territory during the License Term. Mylan shall have no right to grant sublicenses of its rights hereunder (whether to Affiliate(s) or otherwise) without the prior written consent of Penwest, which consent shall not be unreasonably withheld. 6.6 Mylan acknowledges that Penwest and its Affiliates, for itself and for others, applies, and will seek to apply, TIMERx to products other than the Designated Product. No provision hereof, and no exclusivity hereunder, shall prevent Penwest from so applying TIMERx or Formulated TIMERx, so long as the end product is not the Designated Product hereunder. 6.7 Mylan hereby grants to Penwest and its Affiliates a nonexclusive, worldwide license, with right to sublicense, under any and all Mylan Improvements, to make, have made, use and sell any products or services using or based upon TIMERx or related technology, other than Designated Products in the Territory during the License Term. Such license shall require the payment of a reasonable royalty to Mylan if any commercial sales are made under such license. Penwest shall notify Mylan at least *********** prior to granting any sublicense to the rights under this section (other than to a Penwest Affiliate), and shall consult with Mylan as to the CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS propriety of such sublicense if Mylan, within such ********** period, notifies Penwest of Mylan's belief, on reasonable grounds stated in such notice, that such a sublicense would have a substantial adverse effect on Mylan or its business. Mylan will, throughout the License Term, promptly notify Penwest of all Mylan Improvements and provide Penwest with access to all of the same, solely for use within the scope of the license stated in this section. 6.8 In recognition of the parties' cooperative efforts with respect to the Joint Developments, it is agreed that each party and its Affiliates shall have the nonexclusive, worldwide right and license, with right to sublicense, under the Joint Developments, to make, have made, use and sell any products or services (other than the Designated Product by Penwest or its Affiliates in the Exclusive Territory during the License Term); provided, however. ******************************************************************************** ******************************************************************************** ********** Each party shall promptly notify the other of any such licenses or sublicenses of any Joint Developments. Each party will, throughout the License Term, promptly notify the other of all Joint Developments and provide such other party with access to all of the same. 6.9 Mylan hereby grants Penwest and its Affiliates a nonexclusive license under all rights of Mylan and its Affiliates and sublicensees in and to that portion of the Mylan Test and Regulatory Data that is disclosed or provided to Penwest hereunder, to use the same for purposes of complying with governmental requirements of any country, other than with respect to the Designated Product for marketing or use in the Territory. Such license shall be on a paid-up, royalty-free basis as to Penwest and its Affiliates, and as to any of the Available Portion of the Mylan Test and Regulatory Data (whether as to Penwest or others), but shall ************************************************ if any but the Available Portion is used by any other party under a sublicense from Penwest or its Affiliate. Penwest shall notify Mylan at least ********* prior to granting any sublicense to the rights under this section (other than to a Penwest Affiliate or as to the Available Portion), and shall consult with Mylan as to the propriety of such sublicense if Mylan, within such ******** period, notifies Penwest of Mylan's belief, on reasonable grounds stated in such notice, that such a sublicense would have a substantial adverse effect on Mylan or its business. Mylan hereby consents to Penwest's and its Affiliates' and sublicensees' cross-referencing, in any filings that are essentially the equivalent of the sorts of filings that are termed "ANDA" or "NDA" filings if made with the FDA, made by them within the scope of such license, any ANDA or NDA filing made or FDA master file created by Mylan or its Affiliates or sublicensees relating to or containing any of the Mylan Test and Regulatory Data. The license under this section CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS shall survive any termination or expiration of the term of this Agreement, except a termination under Section due to an uncured breach by Penwest. Mylan will, throughout the License Term and solely for use within the scope of the license stated in this section, promptly provide to Penwest copies of all of the Deliverable Portion of the Mylan Test and Regulatory Data in or coming into Mylan's possession or otherwise reasonably available to it. 6.10 Penwest hereby grants Mylan and its Affiliates (with right to sublicense only to sublicensees under Section , as approved by Penwest) a nonexclusive, paid-up license under all rights of Penwest and its Affiliates in and to the Penwest Test and Regulatory Data to use the same for purposes of complying with governmental requirements, but solely with respect to the Designated Product for marketing or use in the Territory. Penwest hereby consents to Mylan's and its Affiliates' and such sublicensees' cross-referencing, in any ANDA or NDA filings made by them within the scope of such license, any ANDA or NDA filing made or FDA master file created by Penwest or its Affiliates relating to or containing any of the Penwest Test and Regulatory Data. The license and rights under this section shall survive any termination or expiration of the term of this Agreement, except a termination under Section due to an uncured breach by Mylan. Penwest will, throughout the License Term and solely for use within the scope of the license stated in this section, promptly provide to Mylan copies of all of the Penwest Test and Regulatory Data in or coming into Penwest's possession or otherwise reasonably available to it. 6.11 Each party agrees to mark xxx to have marked by its Affiliates and sublicensees (if any) every product manufactured, used or sold by it or its Affiliates or sublicensees in accordance with the laws of the United States or other applicable nation relating to the marking of patented articles with notices of patent. 6.12 Any dispute concerning ************************************** ******************************************************************************** **************** Each party hereto shall afford, to the extent permissible under its agreements with the third parties, the other party hereto the same audit rights that such party obtains from its licensees or sublicensees with respect to any of the rights described in such sections.

  • 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.

  • Ownership and Publication of Materials All reports, information, data, and other materials prepared by the Consultant pursuant to this agreement are the property of the City. The City has the exclusive and unrestricted authority to release, publish or otherwise use, in whole or part, information relating thereto. Any re-use without written verification or adaptation by the Consultant for the specific purpose intended will be at the City’s sole risk and without liability or legal exposure to the Consultant. No material produced in whole or in part under this agreement may be copyrighted or patented in the United States or in any other country without the prior written approval of the City.

  • Use of Materials There should be no limitations or restrictions by Union upon a Contractor's choice of materials or design, nor, regardless of source or location, upon the full use and utilization, of equipment, machinery, packaging, precast, prefabricated, prefinished, or preassembled materials, tools or other labor saving devices, subject to the application of the California Public Contract and Labor Codes. Generally, the onsite installation or application of such items shall be performed by the craft having jurisdiction over such work.

  • Ownership of Materials and Confidentiality a. CONSULTANT shall furnish, at his/her own expense, all labor, materials, equipment, supplies and other items necessary to complete the services to be provided pursuant to this Contract unless otherwise specifically stated in the Contract. CONSULTANT’s services will be performed, findings obtained, reports and recommendations prepared in accordance with generally and currently accepted principles and practices of his/her profession. b. All materials and data, including but not limited to, data on magnetic media and any materials and data required to be made or kept pursuant to federal, state or local laws, rules or regulations, prepared or collected by CONSULTANT pursuant to this AGREEMENT, shall be the sole property of the DISTRICT, except that CONSULTANT shall have the right to retain copies of all such documents and data for its records. DISTRICT shall not be limited in any way in its use of such materials and data at any time, provided that any such use not within the purposes intended by this AGREEMENT shall be at DISTRICT’s sole risk and provided that CONSULTANT shall be indemnified against any damages resulting from such use, including the release of this material to third parties for a use not intended by this AGREEMENT. c. All such materials and data shall be provided to the DISTRICT, or such other agency or entity as directed by DISTRICT or required by law, rule or regulation, immediately upon completion of the term of this AGREEMENT as directed by DISTRICT. Should DISTRICT wish to obtain possession of any such materials or data during the term of this AGREEMENT, it shall make its request in writing. Such information shall be provided to the DISTRICT within forty-eight (48) hours of its request.

  • Ownership of Materials All reports, documents or other materials developed or received by Consultant or any other person engaged directly by Consultant to perform the services required hereunder shall be and remain the property of City without restriction or limitation upon their use.

  • Use of Material The Employer intends using the information provided by the Consultant for purposes including: • professional advice regarding decisions to be made in connection with the subject matter of the services; • inputs into the work of others and the administration of contracts; and • professional inputs into the delivery process Task specific use of information provided by the Consultant is set out in the Task Order.

  • Storage of Materials Borrower shall cause all materials supplied for or intended to be utilized in the construction of the Improvements but not affixed to or incorporated into the Property to be stored on the Property or at such other location as may be approved by Lender in writing, with adequate safeguards to prevent loss, theft, damage or commingling with other materials not intended to be utilized in the construction of the Improvements.

  • OWNERSHIP AND USE OF WORK PRODUCT All reports, studies, information, data, statistics, forms, designs, plans, procedures, systems and any other materials or properties produced in whole or in part under this Agreement in connection with the performance of the Required Services (collectively “Work Product”) shall be the sole and exclusive property of City. No such Work Product shall be subject to private use, copyrights or patent rights by Consultant in the United States or in any other country without the express, prior written consent of City. City shall have unrestricted authority to publish, disclose, distribute, and otherwise use, copyright or patent, in whole or in part, any such Work Product, without requiring any permission of Consultant, except as may be limited by the provisions of the Public Records Act or expressly prohibited by other applicable laws. With respect to computer files containing data generated as Work Product, Consultant shall make available to City, upon reasonable written request by City, the necessary functional computer software and hardware for purposes of accessing, compiling, transferring and printing computer files.

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