Ownership of Foreground Intellectual Property Sample Clauses

Ownership of Foreground Intellectual Property. (i) Except as set forth in subsection (iii) below, each Party will solely own all right, title and interest in and to all Foreground Intellectual Property that is discovered, created, conceived or reduced to practice solely by or on behalf of such Party (“Solely-Owned Foreground Know-How”) and all Patent Rights arising therefrom that Cover such Solely-Owned Foreground Know-How (“Solely-Owned Foreground Patent Rights”), and together with the Solely-Owned Foreground Know-How, the “Solely-Owned Foreground Intellectual Property”. All right, title and interest in and to all Solely-Owned Foreground Intellectual Property will automatically vest solely in such Party. (ii) Except as set forth in subsection (iii) below, the Parties will jointly own all right, title and interest in and to all Foreground Intellectual Property that is discovered, created, conceived or reduced to practice jointly by or on behalf of the Parties (“Jointly-Owned Foreground Know-How”) and all Patent Rights arising therefrom that Cover such Jointly-Owned Foreground Know-How (“Jointly-Owned Foreground Patent Rights”), and together with the Jointly-Owned Foreground Know-How, the “Jointly-Owned Foreground Intellectual Property”. Each Party will have an undivided one-half interest in and to such Jointly-Owned Foreground Intellectual Property. CRISPR will have a right to grant non-exclusive licenses (with the right to grant sublicenses through multiple tiers) to CureVac’s share in such Jointly-Owned Foreground Intellectual Property to the extent such license is required to exercise or exploit CRISPR Background Intellectual Property; and CureVac will have a right to grant non-exclusive licenses (with the right to grant sublicenses through multiple tiers) to CRISPR’s share in such Jointly-Owned Foreground Intellectual Property to the extent such license is required to exercise or exploit CureVac Background Intellectual Property; i.e., neither Party is to be blocked in the use of its Background Intellectual Property. Subject to the licenses granted herein, any further license to Jointly-Owned Foreground Intellectual Property requires the prior written consent of the other Party. Each Party, for itself and on behalf of its and its Affiliates’ employees, subcontractors, consultant and agents, hereby assigns and agrees to assign, without additional consideration, to the other Party a joint and undivided interest in and to all Jointly-Owned Foreground Intellectual Property to effect such joint ownership...
AutoNDA by SimpleDocs
Ownership of Foreground Intellectual Property. As between the Parties, subject to any rights or licenses expressly granted by one Party to the other Party under this Agreement, ownership of all Collaboration Technology will be as follows: (a) Fxxxxxx is and will be the sole owner of all Collaboration Patent Rights solely invented by or on behalf of Fulcrum or its Affiliates in the performance of activities under this Agreement. Fulcrum is and will be the sole owner of all other Collaboration Know-How solely conceived, discovered, developed, invented or otherwise made by Fulcrum or its Affiliates in the performance of activities under this Agreement. With respect to any Collaboration Know-How conceived, discovered, developed, invented or otherwise made by Fulcrum’s Sublicensees or Collaboration Patent Rights invented by Fxxxxxx’s Sublicensees, Fulcrum or its Affiliates will have and maintain sufficient rights, if any, under such Collaboration Know-How and Collaboration Patent Rights, so that such are Fulcrum Know-How or Fulcrum Patent Rights, as applicable, under this Agreement. (b) Sanofi is and will be the sole owner of all Collaboration Patent Rights solely invented by or on behalf of Sanofi or its Affiliates in the performance of activities under this Agreement. Sanofi is and will be the sole owner of all other Collaboration Know-How solely conceived, discovered, developed, invented or otherwise made by Sanofi or its Affiliates in the performance of activities under this Agreement. With respect to any Collaboration Know-How conceived, discovered, developed, invented or otherwise made by Sanofi’s Sublicensees or Collaboration Patent Rights invented by Sanofi’s Sublicensees, Sanofi or its Affiliates will have and maintain sufficient rights, if any, under such Collaboration Know-How and Collaboration Patent Rights, so that such are Sanofi Know-How or Sanofi Patent Rights, as applicable, under this Agreement. (c) Fulcrum and Sanofi will jointly own all Joint Collaboration Technology on an equal and undivided basis.
Ownership of Foreground Intellectual Property. Subject to CSPC’s ownership of the CSPC-Owned Improvements and the rights of Cxxxxx under the Exclusive License: (a) each Party shall own any and all Data and Technology that does not constitute a CSPC-Owned Improvement and Intellectual Property Rights thereof Created solely by its employees, agents, or independent contractors in the course of performance of their activities hereunder (“Solely Owned Foreground IP”); and (b) any Data and Technology which is Created jointly by CSPC and Cxxxxx (including their respective Affiliates and contractors), for which joint Development shall be determined based on United States laws applicable to such Data and Technology and the Intellectual Property Rights associated therewith (“Jointly Owned Foreground IP”), shall be owned jointly by both Parties in equal undivided shares (“Joint Owners”). Subject to any other Intellectual Property Rights of the other Joint Owner (including the exclusive rights of Cxxxxx under the Exclusive License with respect to CSPC’s interest in any Jointly Owned Foreground IP) and any other agreements between the Joint Owners, each Joint Owner may use, exploit, and commercialize such Jointly Owned Foreground IP and license and sublicense such Jointly Owned Foreground IP without the consent of the other Joint Owner and without any duty to account for or share proceeds with the other Joint Owner on account of such use, exploitation, commercialization, licensing, or sublicensing. Cxxxxx hereby agrees to assign and transfer and hereby assigns and transfers to CSPC any and all of its rights, title, and interest in and to CSPC-Owned Improvements and CSPC’s Solely Owned Foreground IP (collectively, “CSPC New IP”) without any further consideration.
Ownership of Foreground Intellectual Property. Foreground Intellectual Property developed by employee(s) of only one Party will be solely owned by the Party whose employee(s) developed the Foreground Intellectual Property, unless otherwise agreed in writing by the Parties. Any Foreground Intellectual Property developed by employee(s) of more than one Party will be Joint Intellectual Property, unless otherwise agreed in writing by the Parties.

Related to Ownership of Foreground Intellectual Property

  • 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 Intellectual Property Rights 1. 3. 1. Your only right to use the Software is by virtue of this License and you acknowledge that all intellectual property rights in or relating to the Software and all parts of the Software are and shall remain the exclusive property of Traction Software Limited or its licensors. 2. 3. 2. You further acknowledge that all intellectual property rights in or relating to any improvement, modification or adaptation of the Software arising directly or indirectly from you using the Software are and shall remain the exclusive property of Traction Software Limited. 3. 3. 3. You agree that you will not remove or alter any copyright notices or similar proprietary devices, including without limitation any electronic watermarks or other identifiers, that may be incorporated in the Software or any copy of the Software.

  • Background Intellectual Property It is possible that one or both Parties may possess rights in background intellectual property, that is, intellectual property not otherwise subject to this Agreement, which would be useful or essential to the practice or commercialization of the results of this Agreement. For example, the RI might own a patent which would be infringed by the SBC when it attempted to commercialize the results of this Agreement unless a license was obtained from the RI. Where the Parties determine that background technology may exist, consideration should be given to negotiating license rights which will allow the practice and commercialization of the results of this Agreement.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • Ownership and Intellectual Property Rights 1. This Agreement gives you limited rights to use the Software. Syncro retains any and all rights, title and interest in and to the Software and all copies thereof, including copyrights, patents, trade secret rights, trademarks and other intellectual property rights. All rights not specifically granted in this Agreement, including International Copyrights, are reserved by Syncro. The structure, organization and code of the Software are valuable trade secrets and confidential information of Syncro.

  • Industrial or Intellectual Property Rights The Borrower shall ensure that all Goods and Works procured (including without limitation all computer hardware, software and systems, whether separately procured or incorporated within other goods and services procured) do not violate or infringe any industrial property or intellectual property right or claim of any third party.

  • Registered Intellectual Property (i) Schedule 6.01(w)(2) of the Disclosure Schedule lists all of the Registered Intellectual Property owned by the Obligors, identifies which entity owns such Registered Intellectual Property, and lists the current status of any inter partes proceedings or actions pending as of the date hereof before any court, tribunal or agency (including the United States Patent and Trademark Office (“PTO”) or equivalent authority anywhere in the world) relating to any Registered Intellectual Property. Except as set forth on Schedule 6.01(w)(2), each item of Registered Intellectual Property is subsisting, and all necessary registration, maintenance, renewal fees, annuity fees and taxes in connection with such Registered Intellectual Property have been paid if due and all filings necessary as of the date of this Agreement have been submitted for the purposes of maintaining such Registered Intellectual Property.

  • Ownership and Intellectual Property (a) The GLO shall own, and Developer hereby irrevocably assigns to the GLO, all ownership rights, titles, and interests in and to all Intellectual Property acquired or developed by Developer pursuant to this Contract (including, without limitation, all Intellectual Property in and to reports, drafts of reports, data, drawings, computer programs and codes, and/or any other information or materials acquired or developed by Developer under this Contract). The GLO shall have the right to obtain and hold in its name any and all patents, copyrights, trademarks, service marks, registrations, or such other protections, including extensions and renewals thereof, as may be appropriate to the subject matter. (b) Developer must give the GLO, the State of Texas, and any person designated by the GLO or the State of Texas all assistance and execute such documents as required to perfect the rights granted to the GLO herein, without any charge or expense beyond the stated amount payable to Developer for the services authorized under this Contract.

  • Company Intellectual Property The Executive agrees to promptly disclose to the Company any and all work product, inventions, artistic works, works of authorship, designs, methods, processes, technology, patterns, techniques, data, Confidential Information, patents, trade secrets, trademarks, domain names, copyrights, and the like, and all other intellectual property relating to the business of the Company and any of its affiliates which are created, authored, composed, invented, discovered, performed, perfected, or learned by the Executive (either solely or jointly with others) during the Employment Term (collectively, together with such intellectual property as may be owned or acquired by the Company, the “Company Intellectual Property”). The Company Intellectual Property shall be the sole and absolute property of the Company and its affiliates. All work performed by the Executive in authoring, composing, inventing, creating, developing or modifying Company Intellectual Property and/or other work product to which copyright protection may attach during the course of the Executive’s employment with the Company shall be considered “works made for hire” to the extent permitted under applicable copyright law and will be considered the sole property of the Company. To the extent such works, work product or Company Intellectual Property are not considered “works made for hire,” all right, title, and interest to such works, work product and Company Intellectual Property, including, but not limited to, all copyrights, patents, trademarks, rights of publicity, and trade secrets, is hereby assigned to the Company and the Executive agrees, at the Company’s expense, to execute any documents requested by the Company or any of its affiliates at any time in relation to such assignment. The Executive acknowledges and agrees that the Company is and will be the sole and absolute owner of all trademarks, service marks, domain names, patents, copyrights, trade dress, trade secrets, business names, rights of publicity, inventions, proprietary know-how and information of any type, whether or not in writing, and all other intellectual property used by the Company or held for use in the business of the Company, including all Company Intellectual Property. The Executive further acknowledges and agrees that any and all derivative works, developments, or improvements based on intellectual property, materials and assets subject to this Section 6 created during the Employment Term (including, without limitation, Company Intellectual Property) shall be exclusively owned by the Company. The Executive will cooperate with the Company and any of its affiliates, at no additional cost to such parties (whether during or after the Employment Term), in the confirmation, registration, protection and enforcement of the rights and property of the Company and its affiliates in such intellectual property, materials and assets, including, without limitation, the Company Intellectual Property.

  • Patents and Intellectual Property Rights Recipients are subject to the Xxxx-Xxxx Act, 35 U.S.C. § 200 et seq, unless otherwise provided by law. Recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from federal financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!