Ownership; Delivery Sample Clauses

Ownership; Delivery. Except as expressly set forth herein, neither Party will obtain, by virtue of this Agreement or the Transition Services, by implication or otherwise, any rights of ownership or use of any property or Intellectual Property owned by the other. All Intellectual Property conceived, created or made by Provider or any of its Representatives (whether alone or jointly with Recipient) in the course of Provider’s performance of the Transition Services and other activities under this Agreement that are (a) exclusively related to the OmniAb Business and/or (b) based on, derived from, or improvements of any of Recipient’s background Intellectual Property (altogether, (a) and (b), the “Assigned IP”) shall be solely owned by Recipient, and Provider hereby assigns to Recipient all of Provider’s right, title, and interest in and to such Assigned IP. All other Intellectual Property conceived, created or made by Provider or any of its Representatives in the course of Provider’s or such Representative’s performance of any Transition Services or other activities under this Agreement shall be solely owned by Provider.
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Ownership; Delivery. Each Party retains the ownership and title to any and all of its data and Intellectual Property as of the Effective Date. Except as expressly set forth herein, neither Party will obtain, by virtue of this Agreement or the Transition Services, by implication or otherwise, any rights of ownership or use of any property or Intellectual Property owned by the other. All Intellectual Property conceived, created or made by Provider or any of its Representatives (whether alone or jointly with Recipient) in the course of Provider’s performance of the Transition Services and other activities under this Agreement to the extent (a) related to the Applicable Business or (b) based on, derived from, or improvements of any of Recipient’s (i) background Intellectual Property or (ii) Confidential Information or (c) generated by Recipient’s use of a Transition Service in the ordinary course of operating the Applicable Business (copyrights in reports, documents or data generated through Recipient’s use of a Transition Service) (altogether, (a) and (b) and (c), the “Assigned IP”) shall be solely owned by Recipient, and Provider hereby assigns to Recipient all of Provider’s right, title, and interest in and to such Assigned IP. All other Intellectual Property conceived, created or made by Provider or any of its Representatives in the course of Provider’s or such Representative’s performance of any Transition Services or other activities under this Agreement shall be solely owned by Provider. All Intellectual Property created or developed by Recipient or any of its Representatives in connection herewith shall be owned by Recipient.
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Ownership; Delivery. Subject to this Section 4.1 and Section 4.2, neither Party shall gain, by virtue of this Agreement or the Services hereunder, by implication or otherwise, any rights of ownership or use of any property or intellectual property rights owned by the other. Except with respect to work product (a) specifically contemplated by (or expressly addressed in connection with) a Service, (b) that would constitute Purchased Assets if such work product existed on the Effective Date (c) that constitute intellectual property rights that are exclusively related to the Product, all Copyrights, Patents, trade secrets, know-how, Trademarks, other intellectual property rights, data, records, information, materials, documents and filings that are conceived or made by Seller, its Affiliates, or its subcontractors in the course of Seller’s performance of Services and other activities under this Agreement shall be solely owned by Seller. In addition, except as otherwise set forth in herein, under no circumstances shall Seller be obligated to deliver or provide to Buyer, or otherwise make available or provide Buyer access to, any item (including any data, contract, report, diagram or other such information or writing) which Seller is not otherwise obligated to provide to Buyer under the terms of the Asset Purchase Agreement.
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Ownership; Delivery. This Agreement and the performance of the Services hereunder shall not affect the ownership of any assets or intellectual property rights of the Parties or their respective Affiliates. Subject to Section 3.2, neither Party will gain, by virtue of this Agreement or the Services hereunder, by implication or otherwise, any rights of ownership or use of any property or intellectual property rights owned by the other. Seller shall own all Copyrights, Patents, Trade Secrets, Trademarks and other Intellectual Property Rights, title and interest in or pertaining to all work developed by Seller, its Affiliates or Third Party contractors in performing the Services (including computer programs, deliverables and software deliverables) under this Agreement. In addition, notwithstanding anything to the contrary in Exhibit A, under no circumstances will Seller be obligated to deliver or provide to Buyer, or otherwise make available or provide Buyer access to, any item (including any data, Contract, report, diagram or other information) which Seller is not otherwise obligated to provide to Buyer under the terms of the Asset Purchase Agreement.
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Ownership; Delivery. This Agreement and the provision of the Services hereunder shall not affect the ownership of any assets or intellectual property rights of the Parties or their respective Affiliates. Subject to Section 3.2 below, neither Party will gain, by virtue of this Agreement or the Services provided hereunder, by implication or otherwise, any rights of ownership or use of any property or intellectual property rights owned by the other Party. Seller shall own all copyrights, patents, know-how, trademarks and other intellectual property rights, title and interest in or pertaining to all work developed by Seller, its Affiliates or Third Party agents or contractors in providing the Services (including computer programs, deliverables and software deliverables) under this Agreement, except to the extent such work is developed solely and exclusively with respect to assets acquired by Buyer pursuant to the Asset Purchase Agreement or solely and exclusively at Buyer’s direction or request, in which case such work shall be deemed “work for hire” done on behalf of Buyer and Seller will sign such assignments or take such actions as may be necessary to confirm Buyer’s ownership of such work.
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Ownership; Delivery. This Agreement and the performance of the Services hereunder shall not affect the ownership of any intellectual property rights or other assets of the Parties. Subject to Section 4.2, neither Party shall gain, by virtue of this Agreement or the Services hereunder, by implication or otherwise, any rights of ownership or use of any property or intellectual property rights owned by the other. All intellectual property conceived or made by AZ, its Affiliates or its subcontractors in the course of AZ’s performance of Services and other activities under this Agreement (excluding any of Spinco’s Confidential Information embodied therein) and all intellectual property rights in the foregoing shall be solely owned by AZ, other than such intellectual property that exclusively relates to the Products or the Programs and all intellectual property rights in the foregoing (“Program IP”), which rights shall be solely owned by Spinco and AZ hereby assigns all of its right, title and interest in and to such Program IP to Spinco, in each case, unless otherwise expressly set forth in the APA or any of the other Transaction Agreements. In addition, except as reasonably required for the performance of the Services as set forth in this Agreement, under no circumstances shall AZ be obligated to deliver or provide to Spinco, or otherwise make available or provide Spinco access to, any item which AZ is not otherwise obligated to provide to Spinco under the terms of the APA or any of the other Transaction Agreements.
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Ownership; Delivery. The Parties acknowledge that no TSA Product Intellectual Property Rights are expected to be invented, developed, or created by ▇▇▇▇▇ in connection with this Agreement, other than those with respect to data and know-how generated under this Agreement. To the extent Lilly does invent, develop, or create TSA Product Intellectual Property Rights during the Term in connection with performing its obligations under this Agreement, then all right, title, and interest in and to such TSA Product Intellectual Property Rights shall be owned by and the sole and exclusive property of Recipient. ▇▇▇▇▇ shall and hereby does assign all right, title, and interest in and to such TSA Product Intellectual Property Rights to Recipient. For clarity, all right, title, and interest in and to any Intellectual Property Rights invented, developed, or created by ▇▇▇▇▇ that do not constitute TSA Product Intellectual Property Rights will be owned by and the sole and exclusive property of ▇▇▇▇▇. Such Intellectual Property Rights, in each case, subject to the licenses granted to Lilly and Recipient under the Intellectual Property License Agreement between Lilly and Recipient. For clarity, copies of any records, documents, or data that are generated in performance of the Services that are included within the Transferred Records or Transferred Regulatory Documentation, even if generated after the Closing Date, shall be provided promptly to Recipient at Recipient’s reasonable request.
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Related to Ownership; Delivery

  • Non Delivery C15.1 Where the Goods, having been placed in transit, fail to be delivered to the Authority on the due date for delivery, the Authority shall, (provided that the Authority has been advised in writing of the dispatch of the Goods), within ten (10) Working Days of the notified date of delivery, give notice to the Contractor that the Goods have not been delivered and may request the Contractor free of charge to deliver substitute Goods within the timescales specified by the Authority or terminate the Contract in accordance with clause C13.4 (Delivery).

  • Ownership of Deliverables Unless otherwise agreed in this Agreement, Contractor hereby assigns to the JBE ownership of all Deliverables, any partially-completed Deliverables, and related work product or materials. Contractor agrees not to assert any rights at common law, or in equity, or establish a copyright claim in any of these materials. Contractor shall not publish or reproduce any Deliverable in whole or part, in any manner or form, or authorize others to do so, without the written consent of the JBE.

  • OWNERSHIP TITLE The Licensed Software is the proprietary property of Symantec or its licensors and is protected by copyright law. Symantec and its licensors retain any and all rights, title and interest in and to the Licensed Software, including in all copies, improvements, enhancements, modifications and derivative works of the Licensed Software. Your rights to use the Licensed Software shall be limited to those expressly granted in this License Agreement. All rights not expressly granted to You are retained by Symantec and/or its licensors.

  • Share Delivery Delivery of any shares in connection with settlement of the Award will be by book-entry credit to an account in the Grantee’s name established by the Company with the Company’s transfer agent, or upon written request from the Grantee (or his personal representative, beneficiary or estate, as the case may be), in certificates in the name of the Grantee (or his personal representative, beneficiary or estate).

  • Subsequent Delivery of Certificates Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than by an amendment or supplement providing information solely with respect to the terms of Notes and other than by an amendment or supplement which relates exclusively to an offering of securities other than the Notes) and each time that the Company sells Notes to or through one or more Agents, unless waived by the Agent(s) participating in such sale, the Company shall furnish or cause to be furnished to the Agents or the applicable Agent(s), as the case may be, forthwith certificates dated the date of filing with the SEC of such supplement, the date of effectiveness of such amendment or the date of such sale, as the case may be, in form satisfactory to the Agents or the applicable Agent(s), as the case may be, to the effect that the statements contained in the certificates referred to in Section 5(b) hereof which were last furnished to the Agents are true and correct at the time of such amendment, supplement or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificates, certificates of the same tenor as the certificates referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificates.