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.
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.
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. 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.
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.
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.
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. 9.2.1 The sequence information for the Product provided by Customer to Agilent pursuant to this Agreement shall remain the property of Customer. Agilent, its affiliates, employees, agents, consultants, and subcontractors shall not disclose or use such sequence information except in accordance with the terms of this Agreement, unless they receive prior express written consent of Customer. Customer understands and agrees that this duty of non-disclosure does not extend to similar or identical sequences provided to Agilent by Third Parties that, to Agilent’s knowledge, are not under a duty of confidentiality to Customer. All Intellectual Property developed, invented, discovered, or conceived in connection with work conducted under this Agreement specifically relating to the Product, including its structure, sequence and/or end-caps, purity profile and specifications, excluding, however, any Agilent IP (“New Customer IP”) shall belong exclusively to Customer. Agilent hereby assigns to Customer all of its right, title and interest in the New Customer IP.
Ownership of Developed Intellectual Property. Except to the extent the -------------------------------------------- Parties specifically agree otherwise in writing, the Developed Intellectual Property is owned by Fidelity. To the extent that any Developed Intellectual Property contains components of both Company Intellectual Property (such as trademarks) and Fidelity Intellectual Property (such as trademarks), both Parties acknowledge that (a) the component consisting of Company Intellectual Property shall remain as such and no transfer in rights to Fidelity is made by use of Company Intellectual Property in Developed Intellectual Property, and (b) the component consisting of Fidelity Intellectual Property shall remain as such and no transfer in rights to Company is made by use of Fidelity Intellectual Property in Developed Intellectual Property. Each Party will keep confidential and will not alter, publish, copy, broadcast, retransmit, reproduce, reverse engineer, frame-in, link to, commercially exploit or otherwise disseminate the content, tools, materials or code associated with the Services, or any portion thereof (including without limitation, any trademarks and service marks associated therewith) that is Developed Intellectual Property, without the prior written consent of the other Party. A Party shall not be responsible for any loss or damage related to or resulting from any changes or modifications to the Developed Intellectual Property made by the other Party in violation of this Agreement.
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.
