Ownership of Program IP Sample Clauses

Ownership of Program IP. (a) As between the Parties (including their respective Affiliates), Prothena will solely own and Control all Program IP. Celgene shall, and hereby does, assign to Prothena all of Celgene’s interest in any and all Program Know-How that falls within Section 1.62(a)(iii) and all Program Patents claiming such Program Know-How. Celgene shall, and shall require its Affiliates to, take all reasonable actions and execute all documents necessary to effect the intent of the preceding sentence. As between the Parties (and their respective Affiliates) and any Third Party, Prothena will solely own and Control all Program IP; provided that if (a) [***] and (b) [***].
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Ownership of Program IP. All rights title and interest in or to any and all Program IP shall be determined in accordance with the following terms and conditions:
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Ownership of Program IP. As between Schering and Novacea, all rights, title and interest in or to any and all Program Know-How and Program Patents shall be owned by Schering.
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Ownership of Program IP. Ownership of Inventions shall follow inventorship, as determined in accordance with U.S. patent law (i.e., a Party shall solely own Inventions made solely by one or more of its employees or consultants, and the Parties shall jointly own Joint Inventions), except as follows:
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Ownership of Program IP. AMAG shall own all Know-How, Clinical Data, and inventions, whether patentable or not, conceived or reduced to practice in the course of conducting activities hereunder, together with all intellectual property rights therein, that are invented solely by AMAG, its Affiliates or its or its Affiliates’ respective consultants or subcontractors, solely by Norgine or its Affiliates or its or its Affiliates’ respective consultants or subcontractors, or jointly by AMAG (or its Affiliates or its or its Affiliates’ respective Sublicensees, consultants or subcontractors) on the one hand and Norgine (or its Affiliates or its or its Affiliates’ respective consultants or subcontractors) on the other hand (“AMAG Program IP”). Norgine hereby assigns, transfers and conveys (and to the extent a present assignment is prohibited by Applicable Laws and Regulations, shall assign) to AMAG all of Norgine’s (and its Affiliates’ and Sublicensees’) right, title and interest in and to such AMAG Program IP. Notwithstanding the foregoing, Norgine shall own all Know-How, Clinical Data, and inventions, whether patentable or not, conceived or reduced to practice, together with all intellectual property rights therein, whether invented solely by AMAG, its Affiliates or its or its Affiliates’ respective consultants or subcontractors, solely by Norgine or its Affiliates or its or its Affiliates’ respective consultants or subcontractors, or jointly by AMAG (or its Affiliates or its or its Affiliates’ respective Sublicensees, consultants or subcontractors) on the one hand and Norgine (or its Affiliates or its or its Affiliates’ respective consultants or subcontractors) on the other hand, that arise from a Regulator-Requested Trial (“Norgine Program IP”). AMAG hereby assigns, transfers and conveys (and to the extent a present assignment is prohibited by Applicable Laws and Regulations, shall assign) to Norgine all of AMAG’s (and its Affiliates’ and Sublicensees’) right, title and interest in and to such Norgine Program IP.
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Ownership of Program IP. (i) KBI Program IP. KBI will and does solely own all rights, title, and interests in and to all KBI Program IP, unless otherwise agreed in writing by the Parties. AbSci hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), and will cause its Affiliates to assign, to KBI all rights, title and interest in and to all KBI Program IP.
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Ownership of Program IP. Subject to the assignment of Program IP in accordance with this Section 3.2, ownership of Intellectual Property conceived or first reduced to practice pursuant this Agreement shall follow U.S. patent laws. Subject to the following sentence, Arcturus shall own all Program IP that both (a) is not SGI Related IP, and (b) would necessarily infringe at least one Valid Claim within the Licensed IP when made, used, or sold (“Arcturus Owned Program IP”). Each Party shall retain their ownership rights of any Arcturus Owned Program IP that is invented jointly by SGI and Arcturus (as determined under U.S. patent law); provided, however, that Arcturus shall own (and SGI hereby assigns) to Arcturus all LUNAR Product manufacturing process and process technology inventions within any Arcturus Owned Program IP that is jointly invented by Arcturus and SGI. SGI shall own and be assigned (and Arcturus hereby assigns to SGI) all Program IP other than Arcturus Owned Program IP. Each Party shall assist the other Party, at the expense of requiring assistance, in every reasonable way to evidence, record and perfect the ownership and assignments set forth in this Section 3.2 and to apply for, obtain recordation of, and enforce, maintain, and defend such assigned rights.
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Related to Ownership of Program IP

  • Ownership of Proprietary Property The Manager retains ownership of and reserves all Intellectual Property Rights in the Proprietary Property. To the extent that Owner has or obtains any claim to any right, title or interest in the Proprietary Property, including without limitation in any suggestions, enhancements or contributions that Owner may provide regarding the Proprietary Property, Owner hereby assigns and transfers exclusively to the Manager all right, title and interest, including without limitation all Intellectual Property Rights, free and clear of any liens, encumbrances or licenses in favor of Owner or any other party, in and to the Proprietary Property. In addition, at the Manager’s expense, Owner will perform any acts that may be deemed desirable by the Manager to evidence more fully the transfer of ownership of right, title and interest in the Proprietary Property to the Manager, including but not limited to the execution of any instruments or documents now or hereafter requested by the Manager to perfect, defend or confirm the assignment described herein, in a form determined by the Manager.

  • Ownership of Property Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Ownership of Marks Each party acknowledges and agrees that (a) the other party's Marks are and shall remain the sole property of the other party, (b) nothing in the Agreement shall confer in a party any right of ownership or license rights in the other party's Marks, and (c) neither party shall register the other party's Marks in any jurisdiction. In addition, Licensee acknowledges and agrees that (i) the Marks of Third-Party Licensors are and shall remain the sole property of such Third- Party Licensors, (ii) nothing in the Agreement shall confer in Licensee any right of ownership or license rights in the Marks of Third-Party Licensors, and (iii) Licensee shall not register the Marks of Third-Party Licensors. Without limiting the generality of the foregoing, Licensee agrees not to use or adopt any trade name, trademark, logo or service mark which is so similar to Fannie Mae's Marks or the Marks of Third-Party Licensors as to be likely to cause deception or confusion, or which is graphically or phonetically similar to any of Fannie Mae's Marks or the Marks of Third-Party Licensors.

  • Ownership of Properties Except as set forth on Schedule 2, on the date of this Agreement, the Borrower and its Subsidiaries will have good title, free of all Liens other than those permitted by Section 6.15, to all of the Property and assets reflected in the Borrower's most recent consolidated financial statements provided to the Agent as owned by the Borrower and its Subsidiaries.

  • 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 Materials All reports, documents or other materials developed or received by Consultant or any other person engaged directly by Consultant to perform the services required hereunder shall be and remain the property of City without restriction or limitation upon their use.

  • Ownership of Data All Data transmitted to the Operator pursuant to the Service Agreement is and will continue to be the property of and under the control of the LEA. The Operator further acknowledges and agrees that all copies of such Data transmitted to the Operator, including any modifications or additions or any portion thereof from any source, are subject to the provisions of this DPA in the same manner as the original Data. The Parties agree that as between them, all rights, including all intellectual property rights in and to Data contemplated per the Service Agreement shall remain the exclusive property of the LEA.

  • Ownership of Proprietary Information Unless otherwise provided by law any reports, histories, studies, tests, manuals, instructions, photographs, negatives, blue prints, plans, maps, data, system designs, computer code (which is intended to be consideration under this Contract), or any other documents or drawings, prepared or in the course of preparation by either party in performance of its obligations under this Contract shall be the joint property of both parties.

  • Ownership of Works The Executive agrees to promptly disclose in writing to the Company all inventions, discoveries, developments, improvements and innovations (collectively referred to as “Inventions”) that the Executive has conceived or made during his employment with the Company; provided, however, that in this context, “Inventions” are limited to those which (i) relate in any manner to the existing or contemplated business or research activities of the Company and its affiliates; (ii) are suggested by or result from the Executive’s work at the Company; or (iii) result from the use of the time, materials or facilities of the Company and its affiliates. All Inventions will be the Company’s property rather than the Executive’s. Should the Company request it, the Executive agrees to sign any document that the Company may reasonably require to establish ownership in any Invention.

  • Nondisclosure:  Ownership of Proprietary Property a. In recognition of the Company’s need to protect its legitimate business interests, Employee hereby covenants and agrees that, for the Term and thereafter (as described below), Employee shall regard and treat Trade Secrets and Confidential Information as strictly confidential and wholly-owned by the Company and shall not, for any reason, in any fashion, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disclose, disseminate, reproduce, copy, misappropriate or otherwise communicate any Trade Secrets or Confidential Information to any person or Entity for any purpose other than in accordance with Employee’s duties under this Agreement or as required by applicable law. This provision shall apply to each item constituting a Trade Secret at all times it remains a “trade secret” under applicable law and shall apply to any Confidential Information, during employment and for the Restricted Period thereafter.

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