Ownership of Developed Intellectual Property. (a) Regardless of inventorship, as between the parties, NEWCO shall own all right, title and interest in and to Developed Intellectual Property and any and all Developed Intellectual Property relating to the First Technology and the Project Venture Products or New Business.
(b) Except as otherwise expressly provided in this Agreement, under no circumstances shall a party, as a result of this Agreement, obtain any ownership interest or other right, title or interest in or to any other Intellectual Property or Confidential Information of the other party, whether by implication, estoppel or otherwise, including any items controlled or developed by the other party, or delivered by the other party, at any time pursuant to this Agreement.
(c) For purposes of this definition only, "controlled" means, with respect to any Intellectual Property or Confidential Information, the possession of (whether by ownership or permit, other than pursuant to this Agreement) or the ability of a party [and/or its Affiliates] to grant the other party access, a permit or a subpermit to Intellectual Property or Confidential Information on the terms and conditions set forth in this Agreement without requiring a third party's consent, or violating the terms of any agreement or other arrangement with or obligation to a third party existing at the time such party [and/or its Affiliates] would be required under this Agreement to grant the other party such access, permit or subpermit.
Ownership of Developed Intellectual Property. 9.2.1 Customer shall be the sole owner of all right, title and interest in and to all Intellectual Property relating specifically to the Product, including the Specification and all improvements to the Product and Specification that are (i) jointly developed by Customer or its employees or consultants on the one hand and Agilent or its Affiliates, employees or consultants on the other hand, during the course of performing or receiving services hereunder or (ii) developed by Agilent or its Affiliates, employees or consultants during the course of performing Manufacturing Services under a Statement of Work or during the course of performing services for Customer under any Purchase Order, ((i) and (ii) collectively, “Product Improvements”). Agilent hereby assigns to Customer all of its right, title and interest in Product Improvements. Agilent agrees to execute such assignments and other documents and to take such other actions as may be reasonably requested by Customer from time to time, at Customer’s expense, in order to effect the ownership provisions of this Section 9.2.
1. For avoidance of doubt, intellectual property relating to the Processing of nucleic acids and the Processing of modified nucleic acids, including pegylated nucleic acids, which is not sequence or Product specific shall not be considered to be a “Product Improvement” but shall be considered to be Intellectual Property relating to the Process, as provided in Section 9.2.2 below and not subject to the obligation to assign provided in this Section 9.2.1.
9.2.2 Agilent shall be the sole owner of all right, title and interest in and to all Intellectual Property relating to the Process, including all improvements thereto, that are developed by Agilent or its Affiliates, employees or consultants. In addition, Agilent shall be the sole owner of all right, title and interest in and to all Intellectual Property relating to the Process, including all improvements thereto, that are jointly developed by Customer or its Affiliates, employees or consultants and Agilent or its Affiliates, employees or consultants, during the course of performing or receiving services hereunder (“Joint Process Improvements”). Customer hereby assigns to Agilent all of its right, title and interest in Joint Process Improvements, except as otherwise provided in Section 9.3.2.1 below. Customer agrees to execute such assignments and other documents and to take such other actions as may be reasonably requested by Agilent from...
Ownership of Developed Intellectual Property. As between the parties, ownership of intellectual property rights on all inventions conceived after the Effective Date of this Agreement shall vest as follows: Inventions first conceived solely by one or more employees and/or contractors of Monsanto shall belong solely to Monsanto (“Monsanto Patents”); (ii) inventions first conceived solely by one or more employees and/or contractors of Ceres shall belong solely to Ceres (“Ceres Patents”); and (iii) inventions first conceived or discovered by one or more employees and/or contractors of Ceres jointly with one or more employees and/or contractors of Monsanto shall belong jointly to Monsanto and Ceres (“Joint Patents”). Each owner of any Joint Patents shall be free to exploit and non-exclusively license its undivided interest in such Joint Patents without a duty to account to the other owner, subject to the license grants in this Agreement. Inventorship shall be determined in accordance with United States patent laws.
Ownership of Developed Intellectual Property. (a) As between the parties, each party shall solely own and retain, to the exclusion of the other party, all right, title, and interest in and to Developed Intellectual Property invented, created, or otherwise originated solely by its, or any of its Affiliates’, Representatives by or on behalf of that party to which none of the Representatives of the other party contributed. The inventorship, creation, and other origination of the relevant Developed Intellectual Property and the initial rights of ownership shall be determined by U.S. patent and other applicable U.S. intellectual property Laws, as the case may be, regardless of the jurisdiction where the Developed Intellectual Property was invented, conceived, discovered, created, made, developed, reduced to practice, or otherwise perfected or exists.
(b) Regardless of inventorship, as between the parties, Medtronic shall own all right, title, and interest in and to Developed Intellectual Property invented, created, or otherwise originated jointly by both parties’, and/or jointly by at least one respective Affiliates’ or Representatives of each of the parties (the “Joint Developed Intellectual Property”). The inventorship, creation, and other origination of the relevant Joint Developed Intellectual Property and the initial rights of ownership shall be determined by U.S. patent and other applicable U.S. intellectual property Laws, as the case may be, regardless of the jurisdiction where the Joint Developed Intellectual Property was invented, conceived, discovered, created, made, developed, reduced to practice, or otherwise perfected or exists. Titan hereby assigns and transfers to Medtronic, on behalf of itself and its Affiliates and their Representatives, without a requirement of additional consideration, all of Titan’s right, title, and interest in and to the Joint Developed Intellectual Property. Upon assignment and transfer, all Joint Developed Intellectual Property shall be a subset of the Developed Intellectual Property owned solely by Medtronic.
(c) Except as otherwise expressly provided in this Agreement, under no circumstances shall a party, as a result of this Agreement, obtain any ownership interest or other right, title, or interest in or to any other Intellectual Property or Confidential Information of the other party, whether by implication, estoppel, or otherwise, including any items controlled or developed by the other party, or delivered by the other party, at any time pursuant to this Agree...
Ownership of Developed Intellectual Property. If either party develops any new Intellectual Property in connection with this, the parties shall enter into a separate definitive agreement regarding the ownership of that new Intellectual Property. Publications
Ownership of Developed Intellectual Property. Consultant warrants to the Company that any material developed under this Consulting Agreement will not, to the knowledge of Consultant, infringe on the copyright, trade secret, patent, trademark or other rights of any third party. Consultant warrants to the Company that Consultant is, to the knowledge of Consultant, the lawful owner or licensee of any software programs or other materials used by Consultant in the performance of the Services and has, to the knowledge of Consultant, all rights necessary to convey to the Company the ownership of any Work, as defined below, free and clear of any encumbrances or liens or claims of any kind.
Ownership of Developed Intellectual Property. Development Intellectual Property shall be the property of the Party developing such Intellectual Property, except as follows:
(a) Development Intellectual Property which is an Improvement to Omrix Intellectual Property shall be solely owned by Omrix and Development Intellectual Property which is an Improvement to Ethicon Intellectual Property shall be solely owned by Ethicon , except that (1) Ethicon and Omrix shall jointly own all Development Intellectual Property relating to (i) the process of integration of Omrix Products with the substrate included in the Hemostatic Pad or in the Flowable Hemostat, (ii) the Hemostatic Pad or Flowable Hemostat and (iii) any Covered Improvement of the Hemostatic Pad or Flowable Hemostat (for the avoidance of doubt, this clause 3.1(a)(1) shall in no event be deemed to provide (A) Ethicon with joint ownership of any Improvements to an Omrix Product that are not related to the integration of Omrix Products with a substrate nor (B) Omrix with joint ownership of any Improvements to an Ethicon Component that are not related to the integration of such Ethicon Component with Omrix Products) (2) Development Intellectual Property relating to Improvements to the Omrix Products that are not within the scope of 3.1
(a) (1) above shall be solely owned by Omrix; and (3) Development Intellectual Property relating to Improvements to Ethicon Intellectual Property that are not within the scope of 3.1(a)(1) above shall be solely owned by Ethicon.
(b) Development Intellectual Property that is jointly developed but not within the scope of clause 3.1
(a) above shall be jointly owned by the Parties; provided that, for the avoidance of doubt, the Parties agree that Ethicon's payment of Development Costs and/or Labor Costs shall not be relevant in any determination of whether any Intellectual Property is jointly developed or jointly owned by the Parties.
(c) With respect to Development Intellectual Property that is jointly owned by the Parties hereunder, neither Party shall have any duty to account and no need to obtain the other Party's consent in order to exploit such Development Intellectual Property, except as may be required pursuant to obligations to or rights of the other Party that are not acquired under or related to this Agreement.
(d) Nothing in this section shall grant to either Party any rights in any Intellectual Property of the other Party existing prior to the Effective Date or that is not developed in connection with the Project...
Ownership of Developed Intellectual Property. All Intellectual Property developed or created by Metropolis in the course of performing the Services is and will remain the sole property of Metropolis and the Customer will not dispute, challenge or infringe the Intellectual Property of Metropolis.
Ownership of Developed Intellectual Property. (a) Regardless of inventorship, as between the parties, each party shall jointly own all right, title, and interest in and to Developed Intellectual Property invented, created, or otherwise originated jointly by its and/or the other party’s Representatives (the “Jointly-Owned Developed Intellectual Property”), and in each case the inventorship, creation, and other origination of the relevant Developed Intellectual Property and the rights of ownership shall be determined by U.S. patent and other applicable intellectual property law, as the case may be, regardless of the jurisdiction where the Developed Intellectual Property was invented, conceived, discovered, created, made, developed, reduced to practice, or otherwise perfected or exists.
(b) Except as otherwise expressly provided in this Agreement, under no circumstances shall a party, as a result of this Agreement, obtain any ownership interest or other right, title, or interest in or to any other Intellectual Property or Confidential Information of the other party, whether by implication, estoppel, or otherwise, including any items controlled or developed by the other party, or delivered by the other party, at any time pursuant to this Agreement. For purposes of this definition only, “controlled” means, with respect to any Intellectual Property or Confidential Information, the possession of (whether by ownership or license, other than pursuant to this Agreement) or the ability of a party and/or its Affiliates to grant the other party access, a license, or a sublicense to Intellectual Property or Confidential Information on the terms and conditions set forth in this Agreement without requiring a third party’s consent, or violating the terms of any agreement or other arrangement with or obligation to a third party existing at the time such party and/or its Affiliates would be required under this Agreement to grant the other party such access, license, or sublicense.
Ownership of Developed Intellectual Property. Subject to the terms of this Agreement, including the licenses granted in Section 5.1, as between the Parties, each Party shall own and retain all right, title and interest in and to any and all Information that is conceived, discovered, developed or otherwise made, by or on behalf of such Party, its Affiliates, its licensees or its sublicensees under or in connection with this Agreement, whether or not patented or patentable, and any and all Patent and Intellectual Property Rights with respect thereto, except that Licensee shall own all right title and interest in and to any Information (and any and all Patent and Intellectual Property Rights with respect thereto) conceived, reduced to practice, developed or otherwise made (i) by or on behalf of either Party in the course of performing activities under any Development Agreement, and (ii) in connection with any Next Generation Patents, Incorporating Patents, or Improvements to the Licensed Products (but only those portions of any Improvements not covered by any Valid Claims of the EOS Patents) which are conceived, reduced to practice, developed or otherwise made by Licensee, its Affiliates, employees or agents, or are funded by Licensee pursuant to its obligations under Section 2.1.2.
