Ownership of Licensed IP. User agrees that, subject to the rights and licenses granted herein, Owner is, and will remain, the sole and exclusive owner of all right, title, and interest, throughout the world, to all Licensed IP and any copies of the Licensed IP.
Ownership of Licensed IP. Licensee agrees that, subject to the rights and licenses granted herein, Licensor is, and will remain, the sole and exclusive owner of all right, title, and interest, throughout the world, to all Licensed IP and any copies of the Licensed IP, whether made by, or on behalf of, Licensor or Licensee.
Ownership of Licensed IP. Licensee agrees that, subject to the rights and licenses granted herein, OATS is, and will remain, the sole and exclusive owner of all right, title, and interest, throughout the world, to all Licensed IP and any copies of the Licensed IP, whether made by, or on behalf of, OATS or Licensee, and Licensee shall take no action and make no statement inconsistent therewith. OATS reserves all rights and licenses related to the Licensed IP not expressly granted in this Agreement. Nothing in this Agreement is intended to convey to Licensee the legal title to any Licensed IP. All use of the Licensed IP by Licensee will inure solely to the benefit of OATS, and Licensee shall acquire no rights therein. Licensee shall not apply for or register, or cause or permit any third party to apply for or register, any of the Licensed IP. If, at any time, Licensee acquires any rights in, registrations of, or applications for, the Licensed IP by operation of law or otherwise, Licensee shall immediately, upon request by and at no charge to OATS, assign such rights, registrations, and/or applications to OATS, along with any and all associated goodwill.
Ownership of Licensed IP. As between the Parties, (a) SpinCo Licensee acknowledges and agrees that Parent or a member of the Parent Group owns or controls the Parent Licensed IP; (b) Parent Licensee acknowledges and agrees that SpinCo or a member of the SpinCo Group owns or controls the SpinCo Licensed IP; and (c) each Party acknowledges and agrees that neither such Party nor any of its Subsidiaries, Affiliates, or sublicensees will acquire any ownership rights in the Licensed IP licensed to such Party hereunder.
Ownership of Licensed IP.
(a) Licensee acknowledges and agrees that Licensor has the exclusive right, title and interest in and to the Licensed IP, all goodwill associated therewith and all rights relating thereto, and shall not at any time do or cause to be done any act or thing contesting or in any way impairing or tending to impair any part of Licensor’s rights in and to the Licensed IP. Any sales of the Licensed Products and/or any use of the Licensed IP by Licensee shall inure solely to the benefit of Licensor. Licensee shall not at any time knowingly adopt or use, without Licensor’s prior written consent, any name or trademark that is similar to or likely to be confused with, the Marks, nor shall Licensee attempt to register or own any certificates of registration for any name or trademark similar to the Marks with the U. S. Patent and Trademark Office or with any state or local trade name or trademark registration entity or process.
(b) Licensor and Licensee agree to take whatever action Licensor, using reasonable business judgment, deems necessary to protect the validity and strength of the Licensed IP within the Territory. Such action may include, without limitation, (i) assuming responsibility for the defense of any lawsuit challenging or affecting rights to the Licensed IP, or (ii) instituting legal proceedings and/or litigation to protect Licensor’s rights to the Licensed Products or the Licensed IP. Should Licensor choose to take any action with respect to protection of the strength and validity of the Licensed Products and/or Licensed IP, Licensee agrees to cooperate fully with Licensor and comply with all requests for assistance in connection therewith.
Ownership of Licensed IP. 4.1 Licensed IP
(a) Tattersall’s has warranted and represented to the State that Tattersall’s has the right to grant a licence in respect of the Licensed IP.
(b) The Licensee acquires no interest in:
(i) the Product Trade Marks (including interest in goodwill associated with them); or
(ii) the Collateral, except as provided for in clause 5.6(b), by virtue of this Licence Agreement or otherwise.
Ownership of Licensed IP. All uses of the Licensed IP, including all goodwill associated with any use of any of the Licensed Marks or other trademarks or trade names included in the Licensed IP, shall inure exclusively to Licensor. The Company and its Subsidiaries shall, and hereby do, irrevocably assign to Licensor any and all rights that they may acquire in the Licensed IP including any goodwill associated therewith by virtue of the Company’s or its Subsidiaries’ use thereof pursuant to this Agreement. The Company hereby acknowledges and agrees that Licensor or its Affiliates own and control all worldwide rights, title and interest in and to the Licensed IP and all Modifications and Company Improvements, which shall remain the sole property of Licensor or its Affiliates throughout the Term and thereafter, subject only to the Company’s limited right to use the Licensed IP (including Modifications and Company Improvements) as set forth herein and, except for the exclusive rights granted in Section 2.3(a), nothing contained herein shall limit the right and ability of Licensor, its Affiliates, licensees and franchisees to exploit, license, distribute, sell or otherwise use the Licensed IP.
Ownership of Licensed IP. As between the Parties, the RemainCo Party and its Affiliates own and shall continue to own the RemainCo Licensed IP, and the DivestCo Party and its Affiliates own and shall continue to own the DivestCo Licensed IP.
Ownership of Licensed IP. Except for the licenses and rights expressly granted to Licensee in this License Agreement, all right, title, and interest in and to the Licensed IP shall remain vested in Licensor. If Licensee acquires any right, title or interest in or to the Licensed IP, Licensee hereby assigns and will assign, for no additional consideration, all right, title and interest in any of the foregoing to Licensor.
Ownership of Licensed IP. Licensee hereby acknowledges that Licensor is the sole and exclusive owner of the Licensed IP. Licensee agrees that: (i) it will take no action inconsistent with Licensor’s rights in and to the Licensed IP; (ii) it will not challenge the validity of the Licensed IP or Licensor’s rights in and to the Licensed IP; (iii) any use of the Marks by Licensee, and all the goodwill associated therewith, shall inure exclusively to the benefit of Licensor; and (iv) nothing in this Agreement grants to Licensee (or should be construed as granting to Licensee) any right, title or interest in or to the Licensed IP other than the rights granted in Section 1 above.
