Ownership of Arising IP Sample Clauses

Ownership of Arising IP. Notwithstanding Section 7.1, the ownership of all Intellectual Property made by either Party (whether alone or jointly with the other Party) during and as a result of the performance of its obligations under the FOA and the Collaboration Program including any improvement or modification of Patents, Know How and Materials under the Control of either Party and necessary or reasonably useful for the making, having made, using, selling, offering for sale and import of the Vaccine Products, (the “Arising IP”) is as follows:
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Ownership of Arising IP. As between the Parties, Mirum or its Affiliate or their respective sublicensees or subcontractors, as applicable, shall solely own all Information, discoveries, works and inventions (patentable or not) invented, created, discovered, generated, authored, conceived, or reduced to practice solely by or on behalf of Mirum or its Affiliates or their respective sublicensees or subcontractors under this Agreement using Shire IP or Shire Confidential Information, including Patents filed thereon and other intellectual property rights therein and registrations thereon (collectively “Arising IP” and any Patents thereon, “Arising Patents”).
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Ownership of Arising IP. (a) Except as set specifically set forth in Sections 6.1(d) and 6.1(e) ownership will follow inventorship for all Arising IP, with inventorship being determined in accordance with United States patent laws (regardless of where the applicable activities occurred). Arising IP invented solely by or on behalf of LCB or any of its Affiliates will be solely owned by LCB or any of its Affiliates (“LCB Arising IP”). Arising IP invented solely by or on behalf of Pyxis or any of its Affiliates will be solely owned by Pyxis or any of its Affiliates (“Pyxis Arising IP”). Arising IP invented jointly by LCB or any of its Affiliates and Pyxis or any of its Affiliates will be jointly owned by both Parties (“Joint Arising IP”).
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Ownership of Arising IP. Any Intellectual Property Rights arising from the performance of the Research Program shall be owned as follows:
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Ownership of Arising IP. Except as otherwise expressly provided in this Agreement, as between the Parties, (i) Protagonist shall own and retain all right, title, and interest in and to the Arising Protagonist IP, and (ii) Takeda shall own and retain all right, title, and interest in and to the Arising Takeda IP.
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Ownership of Arising IP. Ownership of all Arising IP shall be based on inventorship, as determined in accordance with the rules of inventorship under United States patent laws. Each Party shall solely own all Arising Know-How made solely by its and its Affiliates’ employees, agents, or independent contractors, and all Arising Patents that claim or cover such Arising Know-How. The Parties shall jointly own all Arising Know-How that is made jointly by employees, agents, or independent contractors of one Party and its Affiliates together with employees, agents, or independent contractors of the other Party and its Affiliates, and all Arising Patents that claim or cover such Arising Know-How. Except to the extent either Party is restricted by the licenses granted to the other Party or exclusivity or non-compete obligations under this Agreement, each Party shall be entitled to practice, license, assign and otherwise exploit the jointly-owned Arising IP without the duty of accounting or seeking consent from the other Party. Each Party shall promptly disclose to the other Party all Arising Know-How made by such Party to which the other Party has a license hereunder during the Term, including all invention disclosures or other similar documents submitted to such Party by its or its Affiliates’ employees, agents or independent contractors relating to such inventions, and shall also respond promptly to reasonable requests from the other Party for additional information relating to such inventions. Each employee, agent or independent contractor of a Party or its respective Affiliates performing work under this Agreement shall, prior to commencing such work, be bound by invention assignment obligations, including: (i) promptly reporting any invention, discovery, process or other intellectual property right; (ii) presently assigning to the applicable Party or Affiliate all of his or her right, title and interest in and to any invention, discovery, process or other intellectual property; (iii) cooperating in the preparation, filing, prosecution, maintenance and enforcement of any patent and patent application; and (iv) performing all acts and signing, executing, acknowledging and delivering any and all documents required for effecting the obligations and purposes of this Agreement. It is understood and agreed that such invention assignment agreement need not reference or be specific to this Agreement.
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Ownership of Arising IP. Title to all inventions and other intellectual property authored, conceived, created, developed, discovered, invented or reduced to practice in the course of performing obligations or exercising rights pursuant to this Agreement during the Term solely by the Provider (the “Provider Arising IP”), solely by the Company (the “Company Arising IP”) or jointly by the Provider and the Company (the “Joint Arising IP” and, together with the Provider Arising IP and the Company Arising IP, the “Arising IP”), shall be owned solely and exclusively by the Company. Provider shall promptly disclose to the Company (but in any event no more than sixty (60) days thereafter), and hereby irrevocably assigns and transfer to the Company, all Arising IP authored, conceived, created, developed, discovered, invented or reduced to practice by Provider (whether solely or jointly with the Company). The Company shall and does hereby grant to Provider a non-exclusive, perpetual, fully paid-up, royalty-free, sublicensable, worldwide license to use any and all Provider Arising IP derived from Existing IP for the development and commercialization of products and services related to all Indications other than attention deficit hyperactivity disorder (ADHD) and the Licensed Indications.
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Related to Ownership of Arising IP

  • Ownership of Technology As between the Parties, each Party shall own and retain all right, title, and interest in and to any and all Inventions and Information that are conceived, discovered, developed, or otherwise made solely by or on behalf of such Party (or its Affiliates or Sublicensees) under or in connection with this Agreement, whether or not patented or patentable, and any and all Patents and other intellectual property rights with respect thereto.

  • Ownership of Works The Executive agrees to promptly disclose in writing to the Company all inventions, discoveries, developments, improvements and innovations (collectively referred to as “Inventions”) that the Executive has conceived or made during his employment with the Company; provided, however, that in this context, “Inventions” are limited to those which (i) relate in any manner to the existing or contemplated business or research activities of the Company and its affiliates; (ii) are suggested by or result from the Executive’s work at the Company; or (iii) result from the use of the time, materials or facilities of the Company and its affiliates. All Inventions will be the Company’s property rather than the Executive’s. Should the Company request it, the Executive agrees to sign any document that the Company may reasonably require to establish ownership in any Invention.

  • Ownership of Work Product A. All right, title, and interest in the Work Product, including all Intellectual Property Rights therein, is exclusively owned by System Agency. Grantee and Xxxxxxx’s employees will have no rights in or ownership of the Work Product or any other property of System Agency.

  • 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.

  • Ownership of Intellectual Property Any intellectual property which originates from or is developed by a Party shall remain the exclusive property of that Party. Except for a limited license to use patents or copyrights to the extent necessary for the Parties to use any facilities or equipment (including software) or to receive any service solely as provided under this Agreement, no license in patent, copyright, trademark or trade secret, or other proprietary or intellectual property right now or hereafter owned, controlled or licensable by a Party, is granted to the other Party or shall be implied or arise by estoppel. It is the responsibility of each Party to ensure at no additional cost to the other Party that it has obtained any necessary licenses in relation to intellectual property of third Parties used in its network that may be required to enable the other Party to use any facilities or equipment (including software), to receive any service, or to perform its respective obligations under this Agreement.

  • Ownership of Inventions The Executive acknowledges and agrees that all Company Inventions (including all intellectual property rights arising therein or thereto, all rights of priority relating to patents, and all claims for past, present and future infringement, misappropriation relating thereto), and all Confidential Information, hereby are and shall be the sole and exclusive property of the Company (collectively, the “Company IP”). The Executive further acknowledges and agrees that any rights arising in the Executive in any Invention Invented by the Executive, whether alone or jointly with others, during the twelve (12) months following the Termination Date and relating in any way to work performed by the Executive for any member of the Company Group during the Executive’s employment with or service for any member of the Company Group (“Post-employment Inventions”), shall hereby be deemed to be Company Inventions and the sole and exclusive property of the Company; provided, however, that the Board (excluding the Executive) in its sole discretion may elect to compensate the Executive for any Post-employment Inventions. For consideration acknowledged and received, the Executive hereby irrevocably assigns, conveys and sets over to the Company all of the Executive’s right, title and interest in and to all Company IP. The Executive acknowledges and agrees that the compensation received by the Executive for employment or services provided to the Company is adequate consideration for the foregoing assignment. The Executive further agrees to disclose in writing to the Board any Company Inventions (including, without limitation, all Post-employment Inventions), promptly following their conception or reduction to practice. Such disclosure shall be sufficiently complete in technical detail and appropriately illustrated by sketch or diagram to convey to one skilled in the art of which the Company Invention pertains, a clear understanding of the nature, purpose, operations, and other characteristics of the Company Invention. The Executive agrees to execute and deliver such deeds of assignment or other documents of conveyance and transfer as the Company may request to confirm in the Company or its designee the ownership of the Company Inventions, without compensation beyond that provided in this Agreement. The Executive further agrees, upon the request of the Company and at its expense, that the Executive will execute any other instrument and document necessary or desirable in applying for and obtaining patents in the United States and in any foreign country with respect to any Company Invention. The Executive further agrees, whether or not the Executive is then an employee or other service provider of any member of the Company Group, upon request of the Company, to provide reasonable assistance, at the Company’s sole expense, with respect to the perfection, recordation or other documentation of the assignment of Company IP hereunder, and the enforcement of the Company’s rights in any Company IP, and to cooperate to the extent and in the manner reasonably requested by the Company, subject to the Executive’s then schedule, in any litigation or other claim or proceeding (including, without limitation, the prosecution or defense of any claim involving a patent) involving any Company IP covered by this Agreement, with compensation at the Executive’s customary hourly rate, together with all reasonable out-of-pocket expenses incurred by the Executive in satisfying the requirements of this Section 4.12 shall be paid by the Company or its designee. The Executive shall not, on or after the date of this Agreement, directly or indirectly challenge the validity or enforceability of the Company’s ownership of, or rights with respect to, any Company IP, including, without limitation, any patent issued on, or patent application filed in respect of, any Company Invention.

  • OWNERSHIP OF WORK All reports, work product, all other documents completed or partially completed by Contractor or its approved subcontractors, in performance of this Agreement, and if applicable, drawings, designs, and plan review comments shall become the property of the City. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. Contractor and its approved subcontractors shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent.

  • Ownership of Improvements All modifications, alterations and improvements made or added to the Leased Premises by Tenant (other than Tenant’s inventory, equipment, movable furniture, wall decorations and trade fixtures) shall be deemed real property and a part of the Leased Premises, but shall remain the property of Tenant during the Lease, and Tenant hereby covenants and agrees not to grant a security interest in any such items to any party other than Landlord. Any such modifications, alterations or improvements, once completed, shall not be altered or removed from the Leased Premises during the Lease Term without Landlord’s written approval first obtained in accordance with the provisions of Paragraph 6.1 above. At the expiration or sooner termination of this Lease, all such modifications, alterations and improvements other than Tenant’s inventory, equipment, movable furniture, wall decorations and trade fixtures, shall automatically become the property of Landlord and shall be surrendered to Landlord as part of the Leased Premises as required pursuant to Article 2, unless Landlord shall require Tenant to remove any of such modifications, alterations or improvements in accordance with the provisions of Article 2, in which case Tenant shall so remove same. Landlord shall have no obligations to reimburse Tenant for all or any portion of the cost or value of any such modifications, alterations or improvements so surrendered to Landlord. All modifications, alterations or improvements which are installed or constructed on or attached to the Leased Premises by Landlord and/or at Landlord’s expense shall be deemed real property and a part of the Leased Premises and shall be property of Landlord. All lighting, plumbing, electrical, heating, ventilating and air conditioning fixtures, partitioning, window coverings, wall coverings and floor coverings installed by Tenant shall be deemed improvements to the Leased Premises and not trade fixtures of Tenant.

  • Ownership of Developments All copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by Executive during the course of performing work for the Company or its clients (collectively, the "Work Product") shall belong exclusively to the Company and shall, to the extent possible, be considered a work made by the Executive for hire for the Company within the meaning of Title 17 of the United States Code. To the extent the Work Product may not be considered work made by the Executive for hire for the Company, the Executive agrees to assign, and automatically assign at the time of creation of the Work Product, without any requirement of further consideration, any right, title, or interest the Executive may have in such Work Product. Upon the request of the Company, the Executive shall take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment.

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