Ownership Licenses. The Company and the Company Subsidiaries own the Owned Company Intellectual Property free and clear of all Liens (except for non-exclusive licenses granted in the ordinary course of business), and have not exclusively licensed (under any Contract in effect as of the date of this Agreement) any such Owned Company Intellectual Property to any Third Party, and are under no obligation to grant any such licenses. No funding, facilities, or personnel of any Governmental Authority or any public or private university, college, or other educational or research institution were used, directly or indirectly, to develop or create, in whole or in part, any Owned Company Intellectual Property.
Ownership Licenses. (a) Lotus acknowledges that all code contributed or developed by Interliant hereunder and identified as "Interliant Code" on Schedule 1 attached hereto (the "Interliant Code") remains the sole property of Interliant, and Interliant acknowledges that all code contributed or developed by Lotus hereunder and identified as "Lotus Code" on Schedule 2 attached hereto (the "Lotus Code") remains the sole property of Lotus. For the term of this
Ownership Licenses. Company and the Company Subsidiaries solely and exclusively own all right, title and interest (including the sole right to enforce) in and to the Owned Company Intellectual Property free and clear of all Liens, and have not exclusively licensed (under any Contract in effect as of the date of this Agreement) any such Owned Company Intellectual Property, or any other Company Intellectual Property, to any person, and are under no obligation to grant any such licenses. All of the Intellectual Property and Intellectual Property Rights used (or held for use) by the Company or any Company Subsidiary that are not Owned Company Intellectual Property and are used in any Company Products or in the development of any Company Products are duly and validly licensed to Company or the applicable Company Subsidiary pursuant to a valid and enforceable Contract, or Company and Company Subsidiaries otherwise have a valid and enforceable right with respect to such Intellectual Property and Intellectual Property Rights, for use in the manner in which such Intellectual Property and Intellectual Property Rights are used in the conduct of the Company’s and the Company Subsidiaries’ businesses. Following the Effective Time, the Surviving Corporation will own or have (pursuant to the Company Intellectual Property Agreements and Company’s and the Company Subsidiaries’ other Contracts) the same rights as Company and the Company Subsidiaries had immediately prior to the Effective Time with respect to all Company Intellectual Property and all other Intellectual Property and Intellectual Property Rights used in any Company Products or in the development of any Company Products.
Ownership Licenses. Telethon-HSR and GSK shall jointly own in equal shares the results of the Additional GMP Protocol Work and any intellectual and industrial property rights arising in the conduct of the Additional GMP Protocol Work for which, as between GSK and its third party CMO, are owned by GSK (“Additional GMP Protocol Work IP”) and both Telethon-HSR and GSK may use such results for any and all purposes. Each Party hereby grants to the other Party a non-exclusive, royalty-free, right and license under such Party’s rights and interest in the Additional GMP Protocol Work IP for any use, subject to the following: (i) with respect to those Collaboration Programs for which GSK has exercised its Option under the Collaboration Agreement the license granted by Telethon-HSR to GSK under Telethon-HSR’s rights in the Additional GMP Protocol Work IP shall be an exclusive license with respect to use of the Additional GMP Protocol Work IP for such Collaboration Program; and (ii) with respect to those Collaboration Programs for which GSK has not yet exercised its Option, upon GSK’s Option exercise for such Collaboration Program, the license granted by Telethon-HSR to GSK under Telethon-HSR’s rights in the Additional GMP Protocol Work IP shall automatically be converted to an exclusive license with respect to the use of the Additional GMP Protocol Work IP for such Collaboration Program. With no prejudice to Clause 2.11 of the Collaboration Agreement, to the extent that the results and/or the Additional GMP Protocol Work IP (as applicable) contains any intellectual or industrial property rights of the third party CMO that are necessary to use the results and/or the Additional GMP Protocol Work IP (as applicable), GSK will use reasonable efforts to obtain the rights to extend any CMO licenses that have been granted to GSK to Telethon-HSR. For purposes of this Amendment No. 1, the “[***]” means the [***] used for gene transduction, which is further described in Telethon-HSR’s [***]. [***] means [***], including without limitation any patents issuing therefrom, any patent applications and/or issued patents claiming priority thereto, and any reissues, re-examinations, divisionals, continuations, and continuations in part arising therefrom in any jurisdiction”
Ownership Licenses. Any or all of the Companies and Transferred Subsidiaries solely and exclusively owns all right, title and interest (including the sole right to enforce) in and to the Owned Company Intellectual Property free and clear of all Encumbrances, other than Permitted Encumbrances and non-exclusive licenses granted in the ordinary course of business, and has not exclusively licensed any such Owned Company Intellectual Property to any Person, and are under no obligation to grant any such licenses.
(i) eFolio. To Seller’s Knowledge, eFolio is substantially free of material defects, bugs and errors. Immediately following the Closing Date, each Company and Transferred Subsidiary will own or have the same rights as such Company or Transferred Subsidiary had immediately prior to the effective date of the Agreement with respect to any Intellectual Property Rights in connection with eFolio.
Ownership Licenses. The Company and the Company Subsidiaries solely and exclusively own all right, title and interest (including the sole right to enforce) in and to the Owned Company Intellectual Property free and clear of all Liens (other than Permitted Liens and except for non-exclusive licenses granted to customers of the Company or any Company Subsidiary pursuant to written agreements with respect to Company Products in the Ordinary Course of Business), and have not exclusively licensed any Intellectual Property or Intellectual Property Rights to any third party, and are under no obligation to grant any such licenses. Following the Effective Time, the Surviving Corporation will own or have (pursuant to the Company Intellectual Property Agreements and the Company’s and the Company Subsidiaries’ other Contracts) the same rights as Company and the Company Subsidiaries had immediately prior to the Effective Time with respect to all Company Intellectual Property and all other Intellectual Property and Intellectual Property Rights used in any Company Products or in the development of any Company Products.
Ownership Licenses. The Company and the Company Subsidiaries own the Owned Company Intellectual Property free and clear of all Liens (except for the Outbound Intellectual Property Contracts), and have not exclusively licensed (under any Contract in effect as of the date of this Agreement) any such Owned Company Intellectual Property to any Third Party, and are under no obligation under any Contract in effect as of the date hereof to grant any such licenses. Company and the Company Subsidiaries have not permitted the Company’s rights in any Owned Company Intellectual Property to lapse or enter the public domain, except to the extent such failure would not cause a material adverse effect on the business of Company or the Company Subsidiaries.
Ownership Licenses a. DSPT shall have and retain all rights, title and interest in the ROM Code which it provides pursuant to this Agreement. Subject to the terms and conditions of this Agreement and the Amendment(s), DSPT agrees to; and hereby grants to TI a nonexclusive, worldwide, non-transferable license to incorporate the ROM Code into ROM 320 devices, manufacture the ROM 320 devices, and distribute those ROM 320 devices to the companies listed on Attachment II at the prices listed therein. Further, TI shall be restricted from, and shall restrict others from, reverse assembling or decompiling the ROM Code or otherwise using the ROM Code, ROM 320, or TI's relationship with DSPT to appropriate for itself or others the underlying software or technology.
b. TI shall be solely responsible for determining the price and terms of its sales of ROM 320's.
c. TI shall include DSPT's copyright notice on the ROM 320 devices produced hereunder along with TI's standard copyright and other markings.
d. TI shall have and retain all rights, title and interest in the ROM 320 devices produced by TI pursuant to this Agreement, provided that such rights shall not be construed to conflict with DSPT's ownership of the ROM Code.
e. TI agrees that in the event of breach of either the license restrictions or the copy right obligations identified in this Agreement, DSPT shall have the right to enforce such restrictions and obligations in law or at equity at DSPT's option. These restrictions and obligations, and DSPT's right to enforce them, shall survive the termination of this Agreement for any reason.
Ownership Licenses. A PASSAGE OF TITLE Title to Products, and risk of damage thereto or loss thereof, shall pass to Customer upon delivery of such Products by Verifone to the carrier for shipment to Customer or at such earlier time as Customer and Verifone may agree. Notwithstanding the foregoing, Customer hereby grants to Verifone a security interest in all Products delivered to Customer, and in all accessions to, replacements of and proceeds from sale or lease of such Products, as security for the performance by Customer of all of Customer’s obligations arising under this Agreement.
Ownership Licenses. Buyer and Dexter agree that no intellectual property rights are transferred under this Agreement and Dexter and its licensors retain all intellectual property rights, title, and interest in and to: (a) service marks, trademarks, trade names, logos, trade dress, packaging, or any other designations or identifications; and (b) copyrights, patent rights, trade secrets, and other proprietary rights related to the Products including without limitation, all specifications, drawings, plans, and technical data ("IP"); and (c) Buyer obtains no license under Dexter’s IP or any rights to use or display, or make any representations regarding, any of Dexter’s IP. Buyer will not disparage or infringe upon any of Dexter’s IP rights. Buyer has no rights to sublicense or otherwise transfer any of Dexter’s IP rights to third parties. Buyer will indemnify, defend, and hold Dexter harmless against any and all expenses, damages, costs, or losses resulting from any claims, suits, or proceedings brought for (i) infringement of IP, or (ii) unfair competition or other claims against Dexter arising from Dexter's compliance with Buyer's designs, specifications, or instructions. Buyer will not disassemble, decompile, or otherwise alter, modify, or reverse engineer any Products or any component or packaging of any Products, or disable any security devices or codes incorporated in the Products. Buyer grants Dexter a worldwide, irrevocable, perpetual, transferable, royalty-free right to use, sublicense, distribute, and modify any feedback (including information, suggestions, ideas, or comments) provided by Buyer to Dexter.
