Ownership of Inventions and Improvements Sample Clauses

Ownership of Inventions and Improvements. (a) All Intellectual Property developed solely by Licensor pursuant to a Research and Development Program shall be owned solely by Licensor, and such Intellectual Property shall be deemed to be included in the Technology. (b) All Intellectual Property developed jointly by Licensor and Licensee pursuant to a Research and Development Program and solely relating to a Licensed Product shall be owned jointly by the parties and Licensee shall have an exclusive right and license to Licensor's interest in such Intellectual Property pursuant to Section 2.1 above. (c) All Intellectual Property developed jointly by Licensor and Licensee pursuant to the Research and Development Program and not solely relating to a Licensed Product shall be owned jointly by the parties and both parties shall have the right to use and exploit such Intellectual Property freely without accounting to one another for such use and exploitation. (d) All Intellectual Property developed solely by Licensee pursuant to a Research and Development Program and solely relating to a Licensed Product shall be owned solely by Licensee. (e) All Intellectual Property developed solely by Licensee and which is not solely related to a Licensed Product shall be owned by Licensee. The parties shall, at Licensor's request, enter into good faith negotiations for a grant of licenses to such Intellectual Property from Licensee to Licensor for use outside of the Fields of Use. (f) Licensor agrees to include provisions assuring Licensee's rights under this Section 4.4 in every sublicense granted pursuant to Section 4.3 above.
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Ownership of Inventions and Improvements. (a) SPIL or its Affiliates shall be the sole owner of any Improvements or any other Inventions made by or on behalf of Sigma-Tau, its Affiliates or sublicensees or SPIL or its Affiliates arising out of the clinical trials referenced in this Article 5 or otherwise developed by Sigma-Tau, its Affiliates or sublicensees under this Agreement; provided, however, that in the event the law of any applicable jurisdiction provides that SPIL or its Affiliates may not be the sole owner, then SPIL and its Affiliates shall be granted a perpetual, royalty-free non-exclusive license to use for any purposes, outside the Territory as well as in Italy subject to Section 2.4, any such Improvements or Inventions. Sigma-Tau, its Affiliates and sublicensees hereby irrevocably assign all right, title and interest in and to any intellectual property rights in any Invention or Improvement arising under this Agreement, to SPIL or its designee. Sigma-Tau, its Affiliates and sublicensees agree to execute any documents which may be required in order to effect such an assignment.
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Ownership of Inventions and Improvements. Any Invention or Improvement made solely by employees, agents, or independent contractors of a party or its Affiliates in the course of performing activities under this Agreement, together with all Intellectual Property rights therein (“Sole Inventions”), shall be owned by Licensor. Any Invention or Improvement made jointly by at least one (1) employee, agent, or independent contract of each party or such party’s affiliate, together with al1 Intellectual Property rights therein (“Joint Inventions”), shall also be owned Licensor. Sole Inventions and Joint Inventions may not be used by Licensee without the express written consent of Licensor.
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Ownership of Inventions and Improvements. (a) All Intellectual Property developed solely by Licensor pursuant to the Research and Development Program shall be owned solely by Licensor, and such Intellectual Property shall be deemed to be included in the Technology. (b) All Intellectual Property developed jointly by Licensor and Licensee pursuant to the Research and Development Program and solely relating to Dengue Vaccine shall be owned jointly by the parties and Licensee shall have an exclusive right and license to Licensor's interest in such Intellectual Property pursuant to Section 2.1 above.
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Ownership of Inventions and Improvements. Licensor shall continue to own the Licensed Patents. Licensor shall own Xxxxx Improvements and Xxxxx Improvement Patents (including but not limited to HE Compound Patents). Xxxxxx-Xxxx shall own Xxxxxx-Xxxx Improvements and Xxxxxx-Xxxx Improvement Patents. Joint Improvements and Joint Improvement Patents shall be owned jointly by Licensor and Xxxxxx-Xxxx. Xxxxx Improvements and Joint Improvements arising during the term of this Agreement will be placed into one of the Patent Groups (A, B, C or D) under Section 2.6, solely for purposes of Sections 4.1, 4.2, 4.3 and 4.4, and not for purposes of Section 2.13, based on the similarity in chemical structure and function of the Xxxxx Improvement or Joint Improvement to the compounds already within the Groups, as mutually agreed to in writing by the Parties. Accordingly, it is agreed and understood that the [ * ] Patent shall be designated “Group A” solely for purposes described above. Section 5.1 shall be restated in its entirety as follows: 5.1 Licensor shall have the right to terminate this Agreement in the event that Xxxxxx-Xxxx materially breaches any of its obligations under this Agreement and fails to cure such breach within the following time-frame: (A) If said breach relates to non-payment of licensing fees or royalties to Licensor, the cure time shall be [ * ]; and (B) if said breach relates to any other claimed breach unrelated to failure to pay licensing fees or royalties then Xxxxxx-Xxxx shall have [ * ] to cure said breach, unless such breach cannot reasonably be cured within [ * ] and Xxxxxx-Xxxx commences the cure of said breach within such [ * ] period and in good faith diligently pursues and completes said cure, but in no event shall such breach remain for more than [ * ]. If Xxxxxx-Xxxx fails to cure any material breach within the relevant time, then, subject to Licensor’s compliance with the procedures described in Section 9.5, Licensor shall have the right to terminate this Agreement, in which event Xxxxxx-Xxxx shall have no further rights whatsoever in, or related to, any Licensed Patents or, except as provided in subsection 4.6(j), any Xxxxx Improvement Patents, but shall nevertheless be liable for and pay to Licensor all amounts then due under this Agreement. If Licensor elects to terminate this Agreement under this Section 5.1, then Xxxxxx-Xxxx shall have the right to complete all contracts for the sale of Licensed Products or Licensed Processes that Xxxxxx-Xxxx is obligated to sell as of ...
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Ownership of Inventions and Improvements. All IP shall be owned solely by PCYC. LONZA shall promptly provide PCYC with a copy of any formal invention disclosure document that relates to IP. IP shall be deemed to be the Confidential Information of PCYC. LONZA shall take all necessary actions to perfect PCYC's title to the IP, including without limitation executing all necessary instruments of assignment. LONZA will cooperate with PCYC in the filing and prosecution of patent applications covering the IP. Such cooperation will include, but not be limited to, furnishing supporting data and affidavits for the prosecution of patent applications and completing and signing forms needed for the prosecution, assignment and maintenance of patent applications. [ *** ]. Upon the [ *** ] automatically shall be deemed to have granted to [ *** ] this Agreement is [ *** ], or [ *** ] pursuant to Section [ *** ] in all other cases of [ *** ] the Parties shall [ *** ] as follows: For [ *** ] the Parties shall [ *** ] as to the [ *** ] If the Parties [ *** ] shall have no further obligations to [ *** ] under this Section 11.4. If, during the term of this Agreement, [ *** ] shall give [ *** ] written notice thereof. Upon [ *** ] receipt of such notice, the Parties shall [ *** ] including without limitation a [ *** ]. If the Parties [ *** ] receipt of such notice, then [ *** ] shall have no further obligations to [ *** ] under this Section 11.5.
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Ownership of Inventions and Improvements. 11.3.1 All IP, whether made solely by or on behalf of a Party or jointly by or on behalf of both Parties, that pertains solely to the manufacture, use or sale of (a) a Drug Product, (b) a pharmaceutical product with substantially similar chemical composition to a Drug Product or (c) an improvement to a Drug Product, shall be owned solely by PCYC (such IP to be deemed "PCYC IP"). Contractor shall take all necessary actions to perfect PCYC's title to the PCYC IP, including without limitation executing all necessary instruments of assignment. 11.3.2 Any and all IP that is created by or on behalf of Contractor that is not jointly invented with PCYC and that relates to generally-applicable methods of pharmaceutical Manufacturing shall be owned solely by Contractor (such IP to be deemed "Contractor IP"). PCYC shall take all necessary actions to perfect Contractor's title to the Contractor IP, including without limitation executing all necessary instruments of assignment. 11.3.3 Any IP made solely by or on behalf of a Party that is not PCYC IP or Contractor IP shall be owned by such Party. Any IP made jointly by or on behalf of Contractor and PCYC that is not PCYC IP or Contractor IP shall be owned jointly by the Parties. 11.3.4 IP shall be deemed to be the Confidential Information of the Party owning such IP. 11.3.5 Each Party shall promptly provide the other Party with a copy of any formal invention disclosure document that relates to IP.
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Ownership of Inventions and Improvements 
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Related to Ownership of Inventions and Improvements

  • Inventions and Improvements The Executive acknowledges that all ideas, discoveries, inventions and improvements which are made, conceived or reduced to practice by the Executive and every item of knowledge relating to the Company’s business interests (including potential business interests) gained by the Executive during the Employment Term are the sole and absolute property of the Company, and the Executive shall promptly disclose and hereby irrevocably assigns all his right, title and interest in and to all such ideas, discoveries, inventions, improvements and knowledge to the Company for its sole use and benefit, without additional compensation, and shall communicate to the Company, without cost or delay, and without publishing the same, all available information relating thereto. The Executive also hereby waives all claims to moral rights in any such ideas, discoveries, inventions, improvements and knowledge. The provisions of this Section 7 shall apply whether such ideas, discoveries, inventions or knowledge are conceived, made, gained or reduced to practice by the Executive alone or with others, whether during or after usual working hours, whether on or off the job, whether applicable to matters directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the specific realm of the Executive’s duties. Any of the Executive’s ideas, discoveries, inventions and improvements relating to the Company’s business interests or potential business interests and conceived, made or reduced to practice during the Severance Period shall for the purpose of this Agreement, be deemed to have been conceived, made or reduced to practice before the end of the Employment Term. The Executive shall, upon request of the Company, and without further compensation by the Company but at the expense of the Company, at any time during or after his employment with the Company, sign all instruments and documents requested by the Company and otherwise cooperate with the Company and take any actions which are or may be necessary to protect the Company’s right to such ideas, discoveries, inventions, improvements and knowledge, including applying for, obtaining and enforcing patents, copyrights and trademark registrations thereon in any and all countries. To the extent this section shall be construed in accordance with the laws of any state which precludes a requirement to assign certain classes of inventions made by an employee, this Section shall be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classes.

  • Ownership of Inventions Inventorship of inventions conceived or reduced to practice in the course of activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patent.

  • 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.

  • Improvements and Inventions Any and all improvements or inventions that the Employee may make or participate in during the Employment Term, unless wholly unrelated to the business of the Company and its affiliates and not produced within the scope of the Employee’s employment hereunder, shall be the sole and exclusive property of the Company. The Employee shall, whenever requested by the Company, execute and deliver any and all documents that the Company deems appropriate in order to apply for and obtain patents or copyrights in improvements or inventions or in order to assign and/or convey to the Company the sole and exclusive right, title and interest in and to such improvements, inventions, patents, copyrights or applications.

  • 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 Documents and Materials A. All documents, records, programs, applications, data, algorithms, film, tape, articles, memoranda, and other materials (the “Materials”) not developed or licensed by the Contractor prior to execution of this Contract, but specifically developed under this Contract shall be considered “work for hire” and the Contractor hereby transfers and assigns any ownership claims to the State so that all Materials will be the property of the State. If ownership interest in the Materials cannot be assigned to the State, the Contractor grants the State a non-exclusive, non-cancelable, perpetual, worldwide royalty-free license to use the Materials and to use, modify, copy and create derivative works of the Materials. B. Use of the Materials, other than related to contract performance by the Contractor, without the prior written consent of the State, is prohibited. During the performance of this Contract, the Contractor shall be responsible for any loss of or damage to the Materials developed for or supplied by the State and used to develop or assist in the services provided while the Materials are in the possession of the Contractor. Any loss or damage thereto shall be restored at the Contractor’s expense. The Contractor shall provide the State full, immediate, and unrestricted access to the Materials and to Contractor’s work product during the term of this Contract.

  • Intellectual Property, Inventions and Patents Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to Parent’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Company and its Subsidiaries, whether before or after the date of this Agreement (“Work Product”), belong to Parent, the Company or such Subsidiary. Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

  • Joint Inventions For Subject Inventions conceived or first actually reduced to practice under this Agreement that are joint Subject Inventions made by CONTRACTOR and USER, each Party shall have the option to elect and retain title to its undivided rights in such joint Subject Inventions.

  • 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 Work Products Contractor agrees that all work products created or developed for District by Contractor pursuant to this Contract are intended as “works made for hire” and shall be the exclusive property of the District. If any such work products contain Contractor’s intellectual property that is or could be protected by federal copyright, patent, or trademark laws, Contractor hereby grants District a perpetual, royalty-free, fully-paid, non-exclusive, and irrevocable license to copy, reproduce, deliver, publish, perform, dispose of, and use or re-use, in whole or in part, and to authorize others to do so, all such work products. District claims no right to any pre-existing work product of Contractor provided to District by Contractor in the performance of this Contract, except to copy, use, or re-use any such work product for District use only.

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