Patents and Licensing Sample Clauses

Patents and Licensing. A. Within thirty (30) days of receipt by UNIVERSITY's Office of Economic Innovation & Partnerships of an invention disclosure pertaining to inventions made during the conduct of this research by UNIVERSITY employees, UNIVERSITY will inform COMPANY of any potentially patentable inventions arising out of research performed under this Agreement. Title to any invention or discovery conceived or reduced to practice solely by UNIVERSITY personnel in the performance of this research shall remain with UNIVERSITY provided, however, that UNIVERSITY shall grant to COMPANY an option for a royalty-bearing, worldwide, exclusive or nonexclusive license limited to the field of research set forth in Attachment 1 to be exercised and the license to be negotiated in good faith within three (3) months of disclosure of each respective invention to make, have made, use, sell, and import the products based on such invention or discovery for the term of any patent thereon. The royalty rate shall take into consideration the intellectual contribution of each party to the conception and reduction to practice (not to include product development efforts and costs) of invention(s) created and licensed under this Agreement, the proprietary position provided, and the profit potential where payments shall be based on the net sales of product. Inventions conceived or reduced to practice hereunder by UNIVERSITY personnel jointly with employees of COMPANY shall be jointly owned.
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Patents and Licensing. A. Within thirty (30) days of receipt by UNIVERSITY's Office of Economic Innovation & Partnerships of an invention disclosure pertaining to inventions made during the conduct of this research by UNIVERSITY employees, UNIVERSITY will inform COMPANY of any potentially patentable inventions arising out of research performed under this Agreement. Likewise, within thirty (30) days of receipt by COMPANY’s office that processes invention disclosures of an invention disclosure pertaining to any potentially patentable inventions arising out of research performed under this Agreement for which UNIVERSITY personnel are identified as co-inventors, COMPANY will inform UNIVERSITY's Office of Economic Innovation & Partnerships. Within thirty (30) days of COMPANY's receipt of the invention disclosure from UNIVERSITY, COMPANY shall provide UNIVERSITY with a written notice of its decision of whether or not to seek patent protection. If COMPANY considers any of the information or ideas arising out of the research program to warrant patent protection, COMPANY will have the right to procure and maintain, at its own expense, such patent protection in the U.S. and in such foreign countries as COMPANY may designate for inventions in which it has an ownership or licensing interest. UNIVERSITY will upon written request by COMPANY procure and maintain such patent protection in the U.S. and in such foreign countries as COMPANY may designate. COMPANY will reimburse UNIVERSITY for its out-of-pocket expenses associated with the procurement and maintenance of such patent rights. The party that takes the lead in patent prosecution shall provide the other party with a copy of each draft of each patent application, copies of all documents filed, and copies of all correspondence relating to the prosecution and maintenance of such patent rights. Title to any inventions conceived solely by UNIVERSITY in the performance of the Research described in Attachment 1 and any patent or patent application for such invention(s) shall remain with UNIVERSITY. Title to any inventions conceived solely by COMPANY in the performance of the Research described in Attachment 1 and any patent or patent application for such invention(s) shall remain with COMPANY. Title to any inventions conceived jointly by UNIVERSITY and COMPANY in the performance of the Research described in Attachment 1 and any patent or patent application for such invention(s) shall be jointly owned by UNIVERSITY and COMPANY.
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Patents and Licensing. In the case of solely-owned Inventions, the preparation, filing and prosecution of patent applications and any licensing or other commercialization activities pertaining thereto will be at the owner’s sole discretion and expense. The Parties agree to confer to reach a mutually acceptable course of action with regard to the patenting and licensing of any jointly owned Inventions.
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Patents and Licensing. A. Within thirty (30) days of receipt by UNIVERSITY's Office of the Vice Xxxxxxx for Research of an invention disclosure pertaining to inventions made during the conduct of this research by UNIVERSITY employees, UNIVERSITY will inform COMPANY of any potentially patentable inventions arising out of research performed under this Agreement. Title to any invention or discovery conceived or reduced to practice solely by UNIVERSITY personnel in the performance of this research shall remain with UNIVERSITY provided, however, that UNIVERSITY shall grant to COMPANY an option for a royalty-bearing, worldwide, exclusive license limited to the field of research set forth in Attachment 1 to be exercised and the license to be negotiated within three (3) months of disclosure of each respective invention to make, have made, use, sell, and import the products based on such invention or discovery for the term of any patent thereon. The royalty rate shall take into consideration the contribution of each party, the proprietary position provided, and the profit potential. Inventions conceived or reduced to practice hereunder by UNIVERSITY personnel jointly with employees of COMPANY shall be jointly owned.
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Patents and Licensing. Except as expressly provided in this Agreement, no rights are provided to Recipient under any patents, patent applications, trade secrets or other proprietary rights of Provider. In particular, no rights are provided to use the Material or Modifications and any related patents of Provider for profit-making or commercial purposes, such as sale of the Material or Modifications, use in manufacturing, provision of a service to a third party in exchange for consideration, or use in research or consulting for a for-profit entity under which that entity obtains rights to research results. If Recipient desires to use the Material or Modifications for such profit-making or commercial purposes, Recipient agrees, in advance of such use, to negotiate in good faith with Provider to establish the terms of a commercial license. It is understood by Recipient that Provider shall have no obligation to grant such a license to Recipient, and may grant exclusive or non-exclusive commercial licenses to others. If the research involving the Material results in an invention or a Modification that may be commercially useful, Recipient’s Scientist agrees to promptly disclose the invention or Modification to Recipient’s office responsible for technology transfer activities and to disclose Provider’s role as supplier of the Material used as well as the role, if any, of any of Provider’s employees in creating the invention or Modification. Inventorship for such invention or Modification shall be determined according to U.S. Patent Law. Recipient, in cooperation with Recipient’s Scientist, shall promptly supply Provider with a copy of the disclosure (and/or a sample of the Modification) which Provider shall, for a five-year period or until a U.S. patent is issued, whichever is less, hold in confidence and use only for Provider’s evaluation purposes. If Recipient or Provider determines that patent applications should be filed, Provider shall have thirty (30) days to decide whether it will support patent filing costs. In consideration of Provider’s supporting those costs and supplying the Material, Recipient, to the extent it is able to do so under its policies and obligations to sponsors of the research, and any applicable rights holders, hereby grants Provider a ninety-day (90-day) period (after the filing of a U.S. patent application claiming the invention or Modification or after the supply of a sample of the Modification if no patent application is to be filed) to negotiate the term...
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Patents and Licensing. 7.1 The University will disclose promptly to the Grower all inventions or improvements conceived, participated in, or made by the University relating to this Project during the term of the Project.
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Patents and Licensing. A. [***]
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Related to Patents and Licensing

  • Patents, Trademarks, Copyrights and Licenses All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the operation of its business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all software used by any Borrower, such Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9 hereto.

  • 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.

  • Trademarks, Franchises, and Licenses The Borrower and its Subsidiaries own, possess, or have the right to use all necessary patents, licenses, franchises, trademarks, trade names, trade styles, copyrights, trade secrets, know how, and confidential commercial and proprietary information to conduct their businesses as now conducted, without known conflict with any patent, license, franchise, trademark, trade name, trade style, copyright or other proprietary right of any other Person.

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

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

  • Copyrights, Patents and Trademarks (i) To the best of each Obligor’s knowledge, each Copyright, Patent and Trademark of such Obligor is valid, subsisting, unexpired, enforceable and has not been abandoned.

  • Other Patents and Copyrights 12 5.7 Remedies....................................................................... 12

  • Trademarks, Patents and Copyrights (i) If applicable, the Grantor has duly executed and delivered the Collateral Assignment for Security (Trademarks) in the form attached hereto as Exhibit A, the Collateral Assignment for Security (Patents) in the form attached hereto as Exhibit B or the Collateral Assignment for Security (Copyrights) in the form attached hereto as Exhibit C. The Grantor (either itself or through licensees) will, and will cause each licensee thereof to, take all action necessary to maintain all of the Trademarks, Patents and Copyrights in full force and effect, including, without limitation, using the proper statutory notices and markings and using the Trademarks on each applicable trademark class of goods in order to so maintain the Trademarks in full force free from any claim of abandonment for non-use, and the Grantor will not (and will not permit any licensee thereof to) do any act or knowingly omit to do any act whereby any Trademark, Patent or Copyright may become invalidated; provided, however, that so long as no Event of Default has occurred and is continuing, the Grantor shall have no obligation to use or to maintain any Trademark, Patent or Copyright (A) that relates solely to any product or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark, patent or copyright substantially similar to the Trademark, Patent or Copyright, as the case may be, that may be abandoned or otherwise become invalid, so long as such replacement Trademark, Patent or Copyright, as the case may be, is subject to the security interest purported to be created by this Agreement, (C) that is substantially the same as another Trademark, Patent or Copyright that is in full force, so long as such other Trademark, Patent or Copyright, as the case may be, is subject to the Lien and security interest created by this Agreement, or (D) that is not necessary for the operation of the Grantor's business and is discontinued or disposed of in the ordinary course of business. The Grantor will cause to be taken all necessary steps in any proceeding before the United States Patent and Trademark Office and the United

  • Patent License For patent claims including, without limitation, method, process, and apparatus claims which You or Your Affiliates own, control or have the right to grant, now or in the future, You grant to Us a perpetual, worldwide, non-exclusive, transferable, royalty-free, irrevocable patent license, with the right to sublicense these rights to multiple tiers of sublicensees, to make, have made, use, sell, offer for sale, import and otherwise transfer the Contribution and the Contribution in combination with the Material (and portions of such combination). This license is granted only to the extent that the exercise of the licensed rights infringes such patent claims; and provided that this license is conditioned upon compliance with Section 2.3.

  • 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.

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