Ownership of Developed IP. (a) Title to, and all Intellectual Property Rights (including future copyright) in, the Developed IP will automatically be transferred and assigned to the Contracting Party, encumbrance free, such transfer and assignment to be effective on payment in full of the Fees and Expenses.
(b) Xxxxxx agrees to execute all such further documents and do all such further acts, at the Contracting Party’s expense, that are necessary to effect the assignment of the Developed IP to Contracting Party under clause 6.2(a).
(c) Where the use of any Monash Background IP is necessary for the Contracting Party to be able to fully utilise the Developed IP, Monash will grant the Contracting Party a non-exclusive, royalty free licence, to use, reproduce, communicate, publish, adapt and exploit that Background IP in conjunction with the Developed IP to the extent necessary and solely for the purpose of utilising the Developed IP.
Ownership of Developed IP. Unless otherwise agreed in an SOW, Cognizant agrees that, upon Client’s payment in full, the software or other works of authorship developed by Cognizant or its Affiliates specifically for Client as a Deliverable or a part of a Deliverable, as set forth in a Statement of Work (“Developed IP”) shall be the property of, and ownership shall vest in, Client. Developed IP does not include Cognizant Confidential Information, Cognizant Proprietary Intellectual Property (as defined below), any Third Party Items, or any derivative of the foregoing, that may be incorporated into a Deliverable. Cognizant agrees to take, at Client’s cost and expense, all actions requested by Client which are reasonably necessary to assure the conveyance to Client of the foregoing rights to the Developed IP.
Ownership of Developed IP. 8.1 Title to, and all Intellectual Property (including future copyright) in, the Developed IP created or developed pursuant to a Statement of Work will automatically be transferred and assigned to MyHypo, encumbrance free, such transfer and assignment to be effective on payment in full of the Services Fee and Expenses for that Statement of Work.
8.2 Xxxxxx agrees to execute all such further documents and do all such further acts, at MyHypo’s expense, that are necessary to effect the assignment of the Developed IP to MyHypo under clause 8.1
8.3 Where the use of any Monash Background IP is necessary for MyHypo to be able to fully utilise the Developed IP, Monash will grant MyHypo a non-exclusive licence, on reasonable commercial terms to be negotiated in good faith, to use, reproduce, communicate, publish, adapt and exploit that Background IP in conjunction with the Developed IP to the extent necessary and solely for the purpose of utilising the Developed IP.
Ownership of Developed IP. (a) Each Party will own all right, title and interest in and to all Standard IP and Premium IP made by such Party pursuant to this Agreement, and will control and pay for legal protection, including patents and copyrights where appropriate, for all such IP solely; provided, however, that such Party will have no obligation to obtain or maintain any legal protection for such IP. No Party will have any obligation to enforce or defend any of its IP. If a Party wishes to enforce any of its IP against a Third Party, the other Party will cooperate in such enforcement at the enforcing Party's expense.
(b) Joint Interest IP will be jointly owned by the Parties in accordance with the terms of the agreement pursuant to which such Joint Interest IP was made ("Joint Development Agreement"). Any rights or obligations with respect to obtaining and maintaining legal protection for Joint Interest IP will be allocated in accordance with the terms of the Joint Development Agreement. Each Party will cooperate with the other Party in any action brought by the other Party to enforce Joint Interest IP.
Ownership of Developed IP. The title and rights to any Developed Technology, including any patent application covering the ZigBee Chip, or any patent(s) maturing from such a patent application, will be owned by Mobilepro as of the time created. To the greatest extent permitted under law, the Developed Technology shall be considered a work-for-hire made pursuant to a written instrument. ICU will cooperate to execute and record documents, including an Assignment Document included in Appendix I, reflecting the appropriate ownership of the Developed Technology as described in this Section 11.3 in all countries where rights are or may be claimed.
Ownership of Developed IP. Xanda assigns to the Client all right, title and interest (including all Intellectual Property Rights) in the Developed IP (including as a present assignment of future copyright) and the Materials. – end]
Ownership of Developed IP. Verily will solely and exclusively own all rights, title, and interests in and to all [***]. IRTC shall assign, and hereby assigns, to Verily all of IRTC’s and its Affiliates’ right, title and interest in and to any [***]. IRTC will solely and exclusively own all rights, title, and interests in and to all [***]. Verily shall assign, and hereby assigns, to IRTC all of Verily and its Affiliates’ right, title and interest in and to any [***]. Verily and IRTC will jointly own all rights, title, and interests in and to all [***]. Each Party shall assign, and hereby assigns, to the other Party a joint ownership interest in the [***]. If any jurisdiction requires the further consent of either Party to permit the other Party to practice or license [***] as contemplated in this Section 6.2 (Developed IP), then such Party will promptly provide such consent to the other Party upon request. In any jurisdiction in which laws do not permit the allocation of rights in this Section 6.2 (Developed IP), each Party will, and hereby does, grant to the other Party a non-exclusive, royalty-free, fully paid-up, non-transferable (other than as set forth in Section 12.8 (Assignment)) perpetual license, with the right to grant sublicenses through multiple tiers, under its interest in all [***], to make, have made, use, have used, sell, offer for sale, import, export, and otherwise practice and exploit such [***].
Ownership of Developed IP. Subject to the license and rights granted in Sections 2.1.1, 2.1.2, and Section 2.2 and the license granted to Axsome in this Section 5.2, (i) Axsome shall own all right, title and interest in and to any and all inventions, Know-How, data, results and other Intellectual Property Rights and proprietary information, conceived individually by Axsome or its Affiliates (“Axsome Developed IP”), (ii) Licensee shall own all right, title and interest in and to any and all inventions, Know-How, data, results and other Intellectual Property Rights and proprietary information, conceived individually by Licensee or its Affiliates (“Licensee Developed IP”) and (iii) Axsome and Licensee shall jointly own and have an undivided interest in and to any and all inventions, Know-How, data, results and other Intellectual Property Rights and proprietary information, conceived or jointly by Axsome or Licensee, and its or their Affiliates and sublicensees (“Joint Developed IP”), in each case under this Agreement with respect to the Licensed Products, in connection with any Development or Commercialization of the Licensed Products. For clarity, the Axsome Developed IP and Axsome’s interest in the Joint Developed IP each shall be included in the Licensed Intellectual Property. Licensee hereby grants to Axsome a perpetual, irrevocable, fully paid and royalty free, sublicensable (through multiple tiers) license under the Licensee Developed IP and Licensee’s interest in any Joint Developed IP for all purposes, provided, however that, (a) inside the Territory such license shall be non-exclusive and shall not include the right to commercialize any product containing a Licensed Compound and (b) outside the Territory such license shall be exclusive, even as to Licensee.
Ownership of Developed IP. (a) On and from its creation, all right, title and interest in any Developed IP will automatically vest in the parties as joint tenants in undivided shares in proportion percentages equivalent to the respective contributions made by each party to the creation of that Developed IP. For the avoidance of doubt, if a party has not made any contribution to the creation of any Developed IP, no right, title or interest in or to that Developed IP will vest in that party, and the other party will be the sole owner of that Developed IP.
(b) Where either party intends to commercialise any jointly owned Developed IP, it must provide prior written notice of its intentions to the other party. Upon receipt of such written notice, the parties without unreasonable delay must enter into good faith negotiations and use their reasonable endeavours to enter into a licence or similar agreement to record the terms on which the non-commercialising party will licence its ownership proportion to the other party in order for that jointly owned Developed IP to be commercialised.
(c) At least once in every 6 month period during the Term, the parties must meet and agree upon any Developed IP that has been created during the immediately preceding period, and update the details of that Developed IP, including the proportionate ownership interest of each party in and to that Developed IP, in a written register that must be signed off by a representative of each party within 30 days of each meeting, and which will be incorporated by reference into this Agreement and binding on each party. Any dispute between the parties in relation to the details or ownership of any Developed IP must be dealt with in accordance with the dispute resolution provisions set out in clause 20 of this Agreement.
Ownership of Developed IP. All Developed IP belongs exclusively to FIBERSTARS, and is owned exclusively by FIBERSTARS. All Custom Deliverables and Developed IP made hereunder are “works made for hire” (to the greatest extent permitted by applicable law) belonging to ADLT. ADLT shall have no right, title or interest in or to any of the Custom Deliverables or Developed IP except as expressly set forth in this ADLT Development Agreement and in the Cross License Agreement of even date herewith. *** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION
