Ownership of Jointly Developed Intellectual Property. The Parties shall have joint ownership rights in and to all intellectual property developed as a result of the engineering, work performed jointly by the Parties pursuant to this Agreement and for the monitoring and reduction electromagnetic radiation (the "Jointly Owned Intellectual Property"), The Parties shall have the right to jointly obtain and hold in their joint names, copyrights, registrations, patents, or such other protection as may be appropriate to the subject matter and any extensions and renewals thereof. Notwithstanding the foregoing, the Licensed Technology shall remain the exclusive Property of ENER1. Should either ENER1 or INPRIMIS, or both, desire to seek patent protection in the United States or any foreign country for any Jointly Owned Intellectual Property, the Parties shall negotiate a separate agreement for the equal sharing of costs related to obtaining such patents and enforcing such patents against an infringer. In the event one of the Parties elects not join with the other Party in seeking such patent protection, the Party electing to no join in seeking the patent protection shall irrevocably assign, without any requirement of further consideration, any right, title, or interest it may have in the intellectual property for which the other Party is seeking to obtain or enforce the patent. Upon request of the Party electing to seek or enforce the patent, the other Party shall take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment.

Ownership of Jointly Developed Intellectual Property. Each Party shall own an equal and undivided interest in (1) such Intellectual Property as does not constitute MS Background IP or Bio-Techne Background IP and as is discovered or created in the course of the Development of the Co-Developed Test and/or the Co-Developed Test Kits and (2) any related information, developments, improvements, and Intellectual Property as is jointly developed by the Parties in connection with the Manufacture and/or Commercialization of the Co-Developed Test Kits (the Intellectual Property, information, developments and improvements described in clause (1) and (2) of this sentence, the “Jointly Developed Intellectual Property”). Bio-Techne acknowledges that Sponsor has the right to enter into an agreement with ISMMS granting to ISMMS a perpetual, worldwide, royalty-free license to use the Jointly Developed Intellectual Property to the same extent that Sponsor itself would have the right to use the Jointly Developed Intellectual Property, provided that any such agreement expressly provides that Bio-Techne is a third party beneficiary of and is entitled to enforce the obligations of ISMMS thereunder to observe and adhere to the restrictions and limitations on the use of Jointly Developed Intellectual Property that are imposed on Sponsor by this Agreement and that Sponsor has provided to Bio-Techne a copy of such agreement.

Ownership of Jointly Developed Intellectual Property. Grantor acknowledges and agrees, that except for any Intellectual Property constituting a derivative of the Pheromone Compound , Grantee shall own all right, title, and interest in and to any Intellectual Property that is jointly developed or invented by employees or contractors of Grantee and Grantor; provided, however, that Grantee shall grant Grantor a royalty-free, perpetual, irrevocable license to such Jointly Developed Intellectual Property for any and all uses by Grantor outside the Exclusive Field as app ropriate.

Ownership of Jointly Developed Intellectual Property. Any Intellectual Property which are not Enhancements and which are created, developed, discovered, or invented jointly by the parties during the term of this Agreement or in connection with a particular Project shall be jointly owned; provided, however, it shall be the responsibility of Maytag to identify those creations, developments, discoveries, or inventions which it considers jointly created, developed, discovered or invented by the parties hereto, otherwise sole ownership thereof shall accrue to TurboChef.

Ownership of Jointly Developed Intellectual Property. The Parties shall have joint ownership rights in and to all intellectual property developed as a result of the engineering work performed jointly by the Parties pursuant to this Agreement or any updates, improvements, enhancements, amendments or modifications made by LICENSEE to the Licensed Technology (the "Jointly Owned Intellectual Property"). The Parties shall have the right to jointly obtain and hold in their joint names, copyrights, registrations, patents, or such other protection as may be appropriate to the subject matter and any extensions and renewals thereof, relative to the Jointly Owned Intellectual Property. Notwithstanding the foregoing, the Licensed Technology shall remain the exclusive property of ENER1. Should either ENER1 or LICENSEE, or both, desire to seek patent protection in Japan or any other country for any Jointly Owned Intellectual Property, the Parties shall negotiate a separate agreement for the equal sharing of costs related to obtaining such patents and enforcing such patents against an infringer. In the event one of the Parties elects not to join with the other Party in seeking such patent protection, the Party electing to not join in seeking the patent protection shall irrevocably assign, without any requirement of further consideration, any right, title, or interest it may have in the intellectual property in the jurisdiction for which the other Party is seeking to obtain or enforce the patent. Upon request of the Party electing to seek or enforce the patent, the other Party shall take such further non-monetary actions, including execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment. In the event of any liquidation or dissolution of LICENSEE, LICENSEE's rights in respect to any Jointly Owned Intellectual Property shall accrue to and be irrevocably transferred to, and jointly owned by, ENER1 and ITOCHU in the ratio of 49% ENER1 to 51% ITOCHU.

Related to Ownership of Jointly Developed 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.
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.
Existing Intellectual Property Other than as expressly provided in this AGREEMENT, neither PARTY grants nor shall be deemed to grant any right, title or interest to the other PARTY in any PATENT, PATENT APPLICATION, KNOW-HOW or other intellectual property right owned or CONTROLLED by such PARTY.
Licensed Intellectual Property Section 3.17(h)(vi)...................................29
Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
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.
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.
Intellectual Property Rights and Ownership 5.1. You acknowledge that all Intellectual Property Rights (including any new Intellectual Property Rights) arising out of or in connection with the Access Products and associated Documentation, belong at all times to Us or Our licensors. 5.2. Nothing in this Agreement shall transfer any Intellectual Property Rights in or arising from Access Products or Documentation to You but that these shall remain vested in Us or Our licensors. No rights to use any such Intellectual Property are granted, except as expressly stated in these Terms and Conditions or the relevant Statement of Work. If, notwithstanding this, any Intellectual Property Rights in or arising from the Access Product and/or Documentation are acquired by You (including any new Intellectual Property Rights), You hereby assign (and to the extent that any such Intellectual Property Rights are not capable of such assignment, agree to hold on trust) and agree to do all such things and sign all such documents as We may reasonably require in respect of the assignment of all such Intellectual Property Rights to Us or Our licensors as may be appropriate. 5.3. Subject to clauses 5.6 and 5.7, We will indemnify You against all direct costs, claims, demands, expenses (including reasonable legal costs) and liabilities of whatever nature incurred by or awarded against You arising out of or in connection with any claim that Your use of the Access Product(s) any Documentation, information, data, computer facilities or material that We supply, infringes a third party’s Intellectual Property (Infringement Claim). 5.4. We warrant that We are not aware that the Access Product(s) any Documentation, information, data, computer facilities or material that We supply, or Your use of the same in accordance with the terms of this Agreement, will infringe any third party’s Intellectual Property Rights but We have not carried out any investigation into the same. We shall indemnify You against all direct costs, claims, demands, expenses (including reasonable legal costs) and liabilities of whatever nature incurred by or awarded against You arising out of or in connection with any breach of the warranty contained in this clause. 5.5. If an Infringement Claim is alleged or threatened against either You or Us, or if We believe that the Access Product or the Documentation or any part thereof may infringe any third party’s copyright or registered patent (effective at the date of this Agreement), We may, at Our sole option, (i) procure such licence, authorisation or consent as is necessary to enable Your continued use of the Access Product and/or the Documentation; (ii) modify or replace the same as necessary to avoid infringement without any material adverse effect to the functionality of the Access Product; or (iii) terminate this Agreement and/or the affected Statement of Work and refund an amount equal to the unused portion of any Annual Licence Fees pre-paid in respect of such Software (as the case may be) to You. 5.6. You shall permit Us to have access upon reasonable Notice during the Licence Term to inspect during Business Hours the premises and the Customer System at or on which the Software is being kept or used, and any records kept pursuant to the Licence, for the purposes of ensuring that You are complying with the terms of this Agreement. In carrying out such an inspection We will comply with any reasonable restrictions You require, and We will only request such an inspection where We believe We have reasonable cause to do so. In the event that You have unauthorised copies of the Software, without prejudice to any other rights or remedies that We may have, You shall pay an additional fee to Us in respect of any such unauthorised copies calculated by reference to the standard list price prevailing at the date of invoice in respect of such Software. 5.7. Without prejudice to clause 5.8, We shall only be liable under the terms of this Agreement for an Infringement Claim or alleged Infringement Claim if (i) You promptly notify Us of any infringement or alleged infringement of which You are aware, or ought reasonably to have been made aware of; (ii) You make no admission as to liability or agree any settlement of such claim without Our prior written consent; (iii) You allow Us (or a relevant third party supplier), at Our expense, to conduct and/or settle all negotiations and litigation arising from any claim or action relating to the alleged infringement; and (iv) You, at Our expense, give Us (or a relevant third party supplier) such reasonable assistance as may berequested in such settlement or negotiation. 5.8. We shall have no liability for any Infringement Claim or alleged Infringement Claim to the extent such claim arises from (i) possession, use, development, modification, or operation of the Access Product or part thereof by You other than in accordance with the terms of this Agreement, the relevant Statement of Work or the Documentation; (ii) failure by You to take any reasonable corrective action directed by Us (including using an alternative, non-infringing version of the Access Products); or (iii) is based upon any item provided by You and incorporated into the Access Product(s) or used in combination with the Access Product(s) at Your request.
Intellectual Properties To the extent permissible under applicable law, all intellectual properties made or conceived by Employee during the term of this employment by Employer shall be the right and property solely of Employer, whether developed independently by Employee or jointly with others. The Employee will sign the Employer’s standard Employee Innovation, Proprietary Information and Confidentiality Agreement (“Confidentiality Agreement”).

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