Patent and Know-How Rights Gained During Agreement Sample Clauses

Patent and Know-How Rights Gained During Agreement. The PARTIES recognize that in the course of work under this Agreement, a PARTY may independently make or otherwise acquire rights to inventions (including without limitation, processes, methods, and improvements to the manufacturing materials, equipment, procedure, or XXXXXX BIOSCIENCE patents or other technology during the term of this Agreement) or know-how useful in the manufacture of PRODUCT or ISOMERS. In such event, the PARTY independently making or acquiring the invention or know-how shall be the sole owner of that invention or know-how. With respect to any such inventions or know-how for which POLI or INTERCHEM are the sole owner, POLI and/or INTERCHEM will grant to XXXXXX BIOSCIENCE or any acquiring entity of XXXXXX BIOSCIENCE a non-exclusive, royalty-free license, with a right to sublicense, any know-how and patents or patent applications for such inventions under four circumstances: 1) if POLI and INTERCHEM are unable to produce the PRODUCT or ISOMERS for any reason; 2) if POLI and INTERCHEM are unwilling to produce the PRODUCT or ISOMERS for any reason; 3) if POLI and INTERCHEM consistently fail to meet regulatory and product specifications, including but not limited to U.S. Food and Drug Administration Current Good Manufacturing Practices, and any specifications listed under the terms of this agreement at Exhibit B; or 4) termination or expiration of this Agreement. XXXXXX BIOSCIENCE will determine in its sole discretion when and if POLI and INTERCHEM have consistently failed to meet regulatory and product specifications. If a disagreement arises as to the existence of a consistent failure to meet regulatory specifications, related U.S. Food and Drug Administration action (including but not limited to issuance of Warning Letters or Form 483s) will serve as prima facie evidence thereof. In the absence of U.S. Food and Drug Administration action, the parties will submit the issue to a mutually acceptable third party arbitrator, whose decision will be final in accordance with Paragraph 26 of this Agreement. The costs of the arbitration will be borne by the party against whom the arbitrator decides. To the extent that XXXXXX BIOSCIENCE or any acquiring entity of XXXXXX BIOSCIENCE sublicenses any POLI or INTERCHEM inventions or know-how under these provisions, the licensees of such sublicenses are limited to entities manufacturing pharmaceutical products on behalf of XXXXXX BIOSCIENCE or any acquiring entity of XXXXXX BIOSCIENCE, and any such subli...
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Related to Patent and Know-How Rights Gained During Agreement

  • Covenants Regarding Patent, Trademark and Copyright Collateral (a) Each Grantor agrees that it will not, nor will it permit any of its licensees to, do any act, or omit to do any act, whereby any Patent which is material to the conduct of such Grantor's business may become invalidated or dedicated to the public, and agrees that it shall continue to xxxx any products covered by a Patent with the relevant patent number as necessary and sufficient to establish and preserve its maximum rights under applicable patent laws.

  • Trademark Rights Any and all past, present or future rights in, to and ---------------- associated with the Trademarks throughout the world, whether arising under federal law, state law, common law, foreign law or otherwise, including the following: all such rights arising out of or associated with the Trademark Registrations; the right (but not the obligation) to register claims under any state, federal or foreign trademark law or regulation; the right (but not the obligation) to xxx or bring opposition or cancellation proceedings in the name of the Assignor or the Agent for any and all past, present and future infringements or dilution of or any other damages or injury to the Trademarks, the Trademark Rights, or the Associated Goodwill, and the rights to damages or profits due or accrued arising out of or in connection with any such past, present or future infringement, dilution, damage or injury; and the Trademark License Rights.

  • Trademark License Agreement Buyer shall have executed and delivered to Sellers the Trademark License Agreement.

  • PATENT LICENSE AGREEMENT EXCLUSIVE PHS and Licensee agree as follows:

  • Copyrights, Patents, Trademarks and Licenses, etc The Company and each Subsidiary own or are licensed or otherwise have the right to use all of the material patents, trademarks, service marks, trade names, copyrights, contractual franchises, authorizations and other rights that are reasonably necessary for the operation of their respective businesses, without material conflict with the rights of any other Person. To the best knowledge of the Company, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Company or any Subsidiary infringes upon any rights held by any other Person. Except as specifically disclosed in Schedule 6.5, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Company, threatened, and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code is pending or, to the knowledge of the Company, proposed, which, in either case, would reasonably be expected to have a Material Adverse Effect.

  • Know-How The term “

  • Trademark Use (a) Reseller acknowledges that the Vendor Trademarks are trademarks owned solely and exclusively by Vendor, and agrees to use the Vendor Trademarks only in the form and manner and with appropriate legends as prescribed by Vendor. Reseller agrees not to use any other trademark or service mark xx connection with any of the Vendor Trademarks without prior written approval of Vendor. All use of Vendor Trademarks shall inure to the benefit of Vendor.

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you. [ ] List here previous Inventions which you desire to have specifically excluded from the operation of this Agreement. Continue on reverse side if necessary.

  • Background IP Each Party will own all right, title and interest in its Background IP.

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