Patent and Intellectual Property Rights Sample Clauses

Patent and Intellectual Property Rights. Unless otherwise provided by law, Subrecipients are subject to the Xxxx-Xxxx Act, Pub. L. No. 96-517, as amended, and codified in 35 USC § 200 et seq. All Subrecipients 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 CFR § 401 and the standard patent rights clause located at 37 CFR § 401.14.
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Patent and Intellectual Property Rights. The Research Organization shall retain ownership in any intellectual property to which it has title prior to this agreement. Likewise, AISC shall retain ownership in any intellectual property to which it has title prior to this agreement. AISC’s goal with this project is to advance the state of the art of structural steel design and construction. AISC does not anticipate development of patentable inventions as a part of this project. AISC will maintain results of the research for academic, standards development, and industry use, and distribute the report to the public on receipt of proper request and free of charge or for a handling fee. Research Organization Inventions. Concepts and inventions developed by the Research Organization or its employees, other than those anticipated in an AISC Request for Proposal or necessary to the results in the specific scope of this agreement are considered Research Organization Inventions. The Research Organization shall have the initial option to retain title to each invention made by its employees and to obtain patents therein. The Research Organization shall notify AISC prior to filing and shall have the right to timely file patent applications on such inventions at its own expense. AISC shall have the option to negotiate a license on any such inventions.
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Patent and Intellectual Property Rights. VDM acknowledges INN’s exclusive rights in the Dispenser and patents as provided in the Master License Agreement. VDM shall not, at any time during or after the term of this Agreement, dispute or contest, directly or indirectly, INN’s right and title to the Dispenser, such patents or the validity thereof. Notwithstanding the foregoing, nothing herein shall be deemed a waiver of the right of VDM, as a member of the general public, to use, market or exploit, without compensation to INN, rights that are not protected, or by the action or inaction of INN come into the public domain.
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Patent and Intellectual Property Rights. 18.1 Contractor shall defend at its sole expense any and all legal proceedings brought against Company claiming infringement of patent or copyright or other intellectual property right based upon any method, material or equipment (excluding any such method, material or equipment provided by Company to Contractor) used or provided by Contractor in performance of the Services, and Contractor shall indemnify and hold Company harmless from and against any judgment by a court of competent jurisdiction for damages arising from any such claim, provided that Company lends its full cooperation to Contractor in the defence of such claim. Contractor shall have the sole right to control the defence of such claim.
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Patent and Intellectual Property Rights. The cost of any applications for patent and intellectual property rights and their prosecution to final award will be capitalized and amortized over the estimated remaining life of the respective patent and intellectual property rights STOCK BASED COMPENSATION The Company applies the provisions of Accounting Principles Board Opinion ("APB") No. 25, Accounting for Stock Issued to Employees, and provides the pro forma net earnings and pro forma earnings per share disclosures for employee stock option grants as if the fair-value-based method defined in Statement of Financial Accounting Standards ("SFAS") No. 123, Accounting for Stock-Based Compensation, had been applied. In accordance with APB No. 25, compensation expense is recorded on the date an option is granted only if the current market price of the underlying stock exceeds the exercise price. The Company has granted no employee stock options since inception. LOSS PER SHARE The Company has adopted SFAS No. 128, Earnings per Share, which supercedes APB No. 15. Basic EPS differs xxxx xxxxxry EPS calculation in that basic EPS does not include any potentially dilutive securities. Diluted EPS must be disclosed regardless of dilutive impact to basic EPS. INCOME TAXES Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
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Patent and Intellectual Property Rights. Richard C. Kim Ph.D., the Compaxx'x Xxxxx Xxxcutive Officer and largest shareholder, is the original developer of the Dynasig System. Dr. Kim has assigned all his rixxxx xx the Dynasig System to the Company. On August 23, 2004, Dr. Kim filed a formal patent axxxxxxxion covering certain aspects of the current version of the Dynasig System in the United States and filed a world patent application under the Patent Cooperation Treaty (PCT) rules. Before February 2007, the Company must select individual countries in which to seek this extended patent protection and sustain the cost of such applications and prosecutions. Dr. Kim intends to file additioxxx xxxmal patents related to the Dynasig System in the future, which will also be assigned to the Company. The Company has also developed manufacturing processes and component designs that it considers "trade secrets," and that it believes would make the Dynasig System difficult to produce by other manufacturers. The Company has agreements with its officers and will enter into agreements with any new employees that any new features, trade secrets and patents developed in the future are owned exclusively by the Company.
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Patent and Intellectual Property Rights. It is hereby understood and agreed that the l’unico ed esclusivo titolare, di tutti i diritti di proprietà industriale, intellettuale, di brevetto, di copyright, di ogni e qualsiasi ritrovato, dato, risultato, procedimento, uso, forma, inerenti ai prodotti oggetto di studio e/o altri diritti che possano scaturire dall’esecuzione del presente contratto e dallo Studio, ivi compreso il diritto esclusivo di utilizzo e/o pubblicazione dei risultati ottenuti nello svolgimento dello stesso, in qualunque forma e/o modo, senza alcuna limitazione temporale e/o territoriale, dovendosi ritenere compreso nel corrispettivo corrisposto dalla CRO, anche il compenso per la cessione di tali diritti, lo sfruttamento e il copyright, valendo la presente anche quale atto formale ed irrevocabile di assegnazione.
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Patent and Intellectual Property Rights 
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Related to Patent and Intellectual Property Rights

  • Intellectual Property Licenses Notwithstanding anything to the contrary contained in the TSA, and except as otherwise provided in Section 5.13 of the SPA, it shall be the responsibility of the Receiving Party (at the Receiving Party’s sole cost and expense) to obtain all licenses associated with the use of third party intellectual property, including but not limited to copyrights (e.g., software), trademarks and patents (and/or consents and extensions relating to such licenses), if any, necessary for the provision of Services to the Receiving Party during the Term. The Service Provider agrees to use commercially reasonable efforts to assist the Receiving Party in its negotiations with any licensors from whom the Receiving Party may require such a license (or consent or extension) during the Term. In the event the Receiving Party is unable to obtain a necessary license, consent or extension, the Services related to such license shall be removed from the scope of the TSA, without a reduction in fees or payments owed by the Receiving Party under the TSA. In all events, and in addition to (and not in limitation of) any similar rights that the Service Provider may have under the TSA, the Receiving Party shall indemnify, defend and hold the Service Provider harmless from and against any actions, liabilities and/or claims relating to the licenses and the license matters discussed in this provision. The Receiving Party’s obligation to pay any fees under this Section 1.5 shall apply whether or not such claims for fees arise from the Receiving Party’s continued or past access to or benefit from third party intellectual property. The Receiving Party also acknowledges the Service Provider’s right to initiate discussion with third party licensors that may involve the Receiving Party’s use of intellectual property. All negotiated agreements with third party licensors for the future use of or rights to intellectual property and associated services shall be at the cost of the Service Provider, provided that the Receiving Party shall bear the cost of incremental third party use fees which are specifically identified in the agreements with the third party licensors and which relate solely to the Receiving Party’s use (“Incremental License Fees”). Such Incremental License Fees shall be approved in advance in writing by the Receiving Party, which approval shall not be unreasonably withheld or delayed.

  • Intellectual Property Rights The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

  • 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.

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party.

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