Ownership and Protection of Intellectual Property. As applicable, Seller owns or has the right to use pursuant to license, sublicense, agreement, or permission all Intellectual Property Assets free from any Encumbrances, and as to the owned Intellectual Property Assets, free from any requirement of any past, present, or future royalty payments, license fees, charges or other payments, or conditions or restrictions whatsoever. None of the owned Intellectual Property Assets are involved in any pending or to the best knowledge of Seller, threatened litigation, none of the licensed Intellectual Property Assets are involved in any pending or, to the best knowledge of Seller, threatened litigation involving Seller and, to the best of Seller's knowledge, none of the licensed Intellectual Property Assets are involved in any pending or threatened litigation involving parties other than Seller. Seller has not received any notice of invalidity or infringement of any rights of others with respect to such Intellectual Property Assets. To the best of Seller's knowledge after reasonable investigation, the conduct of the Business does not infringe or otherwise conflict with any rights of any other firm, corporation, association or person in respect of any Intellectual Property. To the best knowledge of Seller after reasonable investigation, none of the owned Intellectual Property Assets are being infringed or otherwise used or available for use by any other firm, corporation, association or person. Seller has taken all reasonable and prudent steps to protect the owned Intellectual Property Assets from infringement by any other firm, corporation, association or person. Seller's use of the Intellectual Property Assets is not, to the best of Seller's knowledge after reasonable investigation, infringing upon or otherwise violating the rights of any third party in or to such Intellectual Property Assets, nor, to the best of Seller's knowledge after reasonable investigation, has such infringement been alleged by any third party. All of the Intellectual Property Assets are valid and enforceable rights of Seller, and the owned Intellectual Property Assets, will be quit-claimed to Buyer and will not cease to be valid and in full force and effect by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated by this Agreement.
Ownership and Protection of Intellectual Property. 1. The Relational Wisdom Program (“Program”) is a training program created, owned, and provided by RW360, a Montana Corporation. The Program, including words, images, design and video clips, and all intellectual property and proprietary rights of any kind associated therewith, are the sole property of RW360. Nothing in this agreement will transfer to the Instructor or any other party any ownership of, or right to retain beyond the terms of this agreement, any materials provided as part of the Instructor’s certification or any other aspect of the Program.
2. This Program and all associated Program materials are licensed to Instructor and do not transfer any ownership rights to Instructor. Instructor shall not: (a) copy, reproduce, modify, translate, or in any way edit Program materials without express written permission from RW360; (b) remove, alter, or obscure any copyright, legal, or proprietary notices or acknowledgements placed the Program materials, or (c) permit any exhibition, duplication, distribution, adaptation, transmission, re-transmission, broadcast, or other use of the Program materials except as expressly allowed under this agreement. In addition, Instructor shall make every reasonable effort to ensure that others do not take any of these actions either.
Ownership and Protection of Intellectual Property. 4.1. Both of the Parties acknowledge that nothing contained in this Agreement shall affect the ownership of any intellectual property existing at the Commencement Date and which is owned by either of the Parties.
4.2. Both the Parties acknowledge that nothing contained in this Agreement shall affect the arrangements for the protection of information which are contained in the Contracts.
4.3. The Licensee shall promptly and fully notify the Licensor in writing of:
4.3.1. any actual, threatened or suspected infringement by any Third Party of the patents listed in Schedule 1 or, if granted, any patent that might be granted pursuant to a patent application listed in Schedule 1
4.3.2. any proceedings commenced or threatened against the Licensee in which it is alleged that any patent listed in Schedule 1 is invalid and/or its use would infringe Third Party rights, or that use of any of the know how or information, or material contained in any patent application listed in Schedule 1 would infringe Third Party rights;
4.3.3. that comes to the notice of the Licensee during the term of this Agreement.
4.4. In the event that the Licensor decides (in the circumstances referred to in Article 4.3.1 above) to institute any proceedings or (in the circumstances referred to in Article 4.3.2 above) to defend any proceedings instituted against the Licensee with respect to the validity of a patent listed in Schedule 1, the Licensee shall render to the Licensor at the Licensor’s expense such reasonable assistance in connection with such proceedings as the Licensor may request. For the avoidance of doubt, Licensee rather than Licensor shall have the sole right to defend any proceeding against Licensee as to infringement of Third Party rights.
4.5. Nothing herein shall oblige the Licensor to institute proceedings in the circumstances referred to in Artcile 4.3.1 above, or to defend any proceedings in the circumstances referred to in Artcile 4.3.2 above with respect to the validity of a patent listed in Schedule 1. In the event that the Licensor decides not to institute proceedings in the circumstances referred to in Article 4.3.1 or defend any proceedings in the circumstances of Article
Ownership and Protection of Intellectual Property. AND CONFIDENTIAL INFORMATION; NON-COMPETITION AGREEMENT:
4.1 All information, ideas, concepts, improvements, discoveries, and inventions, whether patentable or not, which are conceived, made, developed or acquired by Employee, individually or in conjunction with others, during Employee’s employment by the Company (whether during business hours or otherwise and whether on the Company’s premises or otherwise) which relate to the business, products or services of the Company or any of the ICO Entities (including, without limitation, all such information relating to corporate opportunities, confidential financial information, research and development activities, sales data, pricing and trading terms, evaluations, opinions, interpretations, acquisition prospects, the identity of customers or potential customers and their requirements, the identity of key contacts within the customers’ organizations or within the organizations of acquisition prospects, marketing and merchandising techniques, prospective names, and marks), and all writings or material of any type embodying any of such items, shall be the sole and exclusive property of ICO or the ICO Entities, as the case may be.
4.2 Employee acknowledges that the businesses of the Company and the ICO Entities are highly competitive and that their strategies, methods, books, records, and documents, their technical information concerning their products, equipment, services, and processes, procurement procedures and pricing techniques, the names of and other information (such as credit and financial data) concerning their customers and business affiliates (including but not limited to the products and/or services marketed, advertised, and/or sold to customers and prospective customers, and the prices charged or quoted to them for such products and/or services, and the business activities, needs, and requirements for products and/or services of such customers or prospective customers) all comprise confidential business information and trade secrets which are valuable, special, and unique assets which the Company or the ICO Entities use in their business to obtain a competitive advantage over their competitors. Employee further acknowledges that protection of such confidential business information and trade secrets against unauthorized disclosure and use is of critical importance to the Company and the ICO Entities in maintaining their competitive position. Employee hereby agrees that Employee will not, at any time du...
Ownership and Protection of Intellectual Property. Except as ------------------------------------------------- set forth on Schedule 4.18(c), the IVonyx Parties own exclusively and have the ---------------- exclusive right to use each of the Intellectual Property, and the Intellectual Property will not cease to be valid rights of the IVonyx Parties by reason of the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. All of the pending applications have been duly filed. None of the IVonyx Parties has received any notice of invalidity or infringement of any rights of others with respect to such Intellectual Property. The IVonyx Parties have taken all reasonable and prudent steps to protect the Intellectual Property from infringement by any other Person. No other Person (i) has the right to use any of an IVonyx Party's trademarks or service marks on the goods and/or services in connection with which they are now being used either in identical form or in such near resemblance thereto as to be likely, when applied to the goods or services of any such Person, to cause confusion with such trademarks or service marks or to cause a mistake or to deceive, (ii) has notified any of the IVonyx Parties that it is claiming any ownership of or right to use any of the Intellectual Property, or (iii) is infringing upon any such Intellectual Property in any way. The Intellectual Property does not and will not conflict with, infringe upon or otherwise violate the valid rights of any third party in or to such Intellectual Property, and no Action has been instituted against or notices received by any IVonyx Party that are presently outstanding alleging that any IVonyx Party's use of the Intellectual Property infringes upon or otherwise violates any rights of a third party in or to such Intellectual Property. There are not, and it is reasonably expected that after the Closing there will not be, any restrictions on any IVonyx Party's, or either Koop Party's, as the case may be, right to sell products manufactured by or offer services provided by any IVonyx Party or either Koop Party, as the case may be, in connection with the operation of the Business.
Ownership and Protection of Intellectual Property. 4.1 Both of the Parties acknowledge that nothing contained in this Agreement [***] 9
Ownership and Protection of Intellectual Property. A. GenVec acknowledges that Cordis has certain intellectual property rights to its medical devices (“Cordis Technology”). As between the parties, Cordis shall retain all proprietary rights and interest in Cordis’ Technology. GenVec shall have no rights or interest in Cordis’ Technology other than the right to use Cordis’ Technology to perform the Project in accordance with this Agreement.
B. Cordis Acknowledges that GenVec has certain intellectual property rights related to the Compound, its adenovector technology and related development, construction, manufacturing, and quality technologies and methods for using these technologies (“GenVec Technology”). As between the parties, GenVec shall retain all proprietary rights and interest in all GenVec Technology. Cordis shall have no rights or interest in any GenVec Technology other than the right to use GenVec Technology to perform the Project in accordance with this Agreement.
C. Inventions conceived, reduced to practice or otherwise developed in connection with the performance of the Project related solely to GenVec Technology shall be the property of GenVec.
D. Inventions conceived, reduced to practice or otherwise developed in connection with the performance of the Project related solely to Cordis Technology shall be the property of Cordis.
E. Joint Inventions from the Project that are not related solely to Cordis Technology or GenVec Technology shall be jointly owned by GenVec and Cordis and each shall have the right to practice, license and otherwise exploit the same without the consent of or accounting to the other party. If a party wishes to pursue applying for a patent on, or similar governmental action to protect, a Joint Invention, the parties shall seek to agree concerning a strategy for the protection of the same in countries of interest to the parties. With respect to any country, if the parties agree to share the expenses, all costs of obtaining patent or other protection, including reasonable attorneys fees, shall be shared equally between the parties, and the parties shall consult and cooperate with respect to all material actions. If one party does not wish to pursue patent or other protection on a Joint Invention in any particular country, it shall inform the other party in writing and indicate that it does not wish to share in the expenses. Upon receipt of such writing, the party then pursuing the patent or other protection at its own expense shall own solely any patent, registration or the...
Ownership and Protection of Intellectual Property. Acquisition and Nautilus acknowledge that their respective interests in the Marks and Domain Names is through their joint ownership of Licensor and through the licenses granted hereunder. No Party shall at any time do or cause to be done, or fail to do or cause to be done, any act or thing, directly or indirectly, contesting or in any way impairing the Licensor's ownership rights, title and interest in the Marks or Domain Names or the licenses granted under this Agreement. The provisions of other portions of this Agreement govern the rights and obligations of the Parties to bring or defend infringement and other actions, and this Section 6.1 does not obligate a Party to bring or defend any legal proceeding.
Ownership and Protection of Intellectual Property. All pages and Contents within this Website are our property and/or our licensors. The Contents and information on this Website are protected by copyright, trademark and other intellectual property and proprietary rights and laws. Unless We indicate otherwise, no portion of this Website may be copied, reproduced, altered, modified, used to create derivative works, publically displayed, or distributed in any form without Our prior express written permission. You shall keep intact any proprietary notices, including copyright notices, contained on any downloaded materials. You may download any Content only for Your personal use for non-commercial purposes but no modification or further reproduction of the content is permitted. The Contents may otherwise not be copied or used in any way. We reserve any and all rights not expressly granted by these Terms of Use. The logos, service marks, and trademarks owned by us and used in this Website may not be used in any advertising, publicity, or other use without Our prior explicit written permission.
Ownership and Protection of Intellectual Property. Each of the Company and its Subsidiaries owns exclusively, or in the case of licensed rights, possesses the valid and enforceable right to use, all of the Company IP, and such Company IP will not cease to be valid rights of the Company and its Subsidiaries by reason of the execution, delivery and performance of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby. All of the pending applications related to Company IP identified in Section 5.20(a) of the Disclosure Schedule have been duly filed. Except as identified in Section 5.20(c) of the Disclosure Schedule, none of the Company or any of its Subsidiaries has received any notice of invalidity or infringement of any rights of others with respect to any item of Company IP. The Company and its Subsidiaries have taken commercially reasonable steps to protect the Company IP from infringement by any other Person. The Company has not granted the right to any other Person (other than its Subsidiaries) to use any of the Company’s or its Subsidiaries’ trademarks or service marks either in identical form or in such near resemblance thereto as to be likely, when applied to the goods or services of any such person, to cause confusion with such trademarks or to cause a mistake or to deceive. Except as identified in Section 5.20(c) of the Disclosure Schedule, no other Person (i) has notified any of the Company or its Subsidiaries that it is claiming any ownership of or right to use any of the Company IP, or (ii) is, to the Sellers’ Knowledge, infringing upon, violating or misappropriating any of the Company IP in any way. Except as identified in Section 5.20(c) of the Disclosure Schedule, the Company IP does not conflict with, infringe upon, misappropriate or otherwise violate the valid rights of any Person in or to such Company IP, and no Action has been instituted against, or notices received by, any of the Company or its Subsidiaries that are presently alleging that any of the Company’s or its Subsidiaries’ use of the Company IP infringes upon, misappropriates or otherwise violates any Intellectual Property rights of a third Person. To the Knowledge of the Sellers, no patent, invention, device, application, or any statute, law, rule, regulation, standard or code is pending or proposed, which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.
