PATENTS, COPYRIGHTS AND TECHNOLOGY RIGHTS Sample Clauses

PATENTS, COPYRIGHTS AND TECHNOLOGY RIGHTS. 7.1 Inventorship and ownership of patentable developments or discoveries invented in the performance of this Agreement (“Subject Inventions”) will be determined in accordance with applicable U.S. Patent Law and University policy. 7.2 To the extent that University will have the legal right to do so, and provided Sponsor pays all costs as set forth in Article 7.3, Sponsor will have a time-limited first right to negotiate a license to the University’s interest in any Subject Invention. 7.3 University shall promptly disclose to Sponsor any Subject Inventions. Sponsor shall hold this disclosure on a confidential basis and will not disclose the information to any third party without the prior written consent of University. Within thirty (30) days of receipt of disclosure Sponsor will notify University in writing whether or not it elects to secure a license to University’s interest in the disclosed Subject Invention (“Election Period”). Sponsor will then have ninety (90) days from the date of its notice of election to conclude such license agreement with University (“Negotiation Period”). Said license will contain reasonable terms, will require diligent performance by Sponsor for the timely commercial development and early marketing of all Subject Inventions subject to the license, and will include Sponsor's obligation to reimburse University's patent costs for all Subject Inventions subject to the license. University may file patent applications at its own discretion and expense or at the written request of the Sponsor at Sponsor’s expense. If such license negotiation is not concluded within the Negotiation Period or if Sponsor does not notify University of its wish to secure a license within the Election Period, neither party will have any further obligation to the other with respect to University’s interest in the Subject Invention and the rights to such Subject Invention will be disposed of in accordance with University’s policies. In all cases, University reserves for itself a royalty-free, irrevocable license to make and use such Subject Inventions for its own research and educational purposes. 7.4 Nothing in this Agreement is or shall be construed as conferring by implication, estoppel, or otherwise any license or rights under any patents or other rights of the University. 7.5 Copyright in original works of authorship, including computer software, first created and fixed in a tangible medium of expression by University in the performance of this Agreement ...
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PATENTS, COPYRIGHTS AND TECHNOLOGY RIGHTS a. Title to all inventions and discoveries made solely by University inventors resulting from the Research Program shall reside in University; title to all inventions and discoveries made solely by Sponsor inventors resulting from the Research Program shall reside in Sponsor; title to all inventions and discoveries made jointly by University and Sponsor inventors resulting from the Research Program shall reside jointly in University and Sponsor. b. University will disclose to Sponsor any inventions or discoveries resulting from the Research Program as soon as possible after creation and reduction to practice. Sponsor shall notify University within thirty (30) days of receipt of disclosure whether: 1. Sponsor desires University to file patent applications on any invention, in which case Sponsor shall reimburse all University patent application filing costs, including those for patentability opinions; or 2. Sponsor does not desire that a patent application be filed in which case the rights to such invention shall be disposed of in accordance with University policies with no further obligation in Sponsor. c. With respect to inventions for which Sponsor has agreed to assume patent-related costs as described above, University grants to Sponsor an option to negotiate an exclusive or non-exclusive, worldwide, royalty-bearing license to make, use or sell under any invention or discovery owned wholly or partly by University and made or conceived and reduced to practice during the Term of this Agreement or within six (6) months thereafter and directly resulting from the Research Program. If Sponsor elects an exclusive license, it will include a right to sublicense with accounting to University. Sponsor shall have three (3) months from disclosure of any invention or discovery to notify University of its desire to enter into such a license agreement, and the parties shall negotiate in good faith for a period not to exceed six (6) months after that notification, or such period of time as to which the parties shall mutually agree. d. If Sponsor and University fail to enter into an agreement during that period of time, the rights to such invention or discovery shall be disposed of in accordance with University policies with no further obligation to Sponsor. e. Under University policy, University investigators own copyright in their scholarly works. Scholarly works resulting from the Research Program are not subject to the terms of this Section 8.
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PATENTS, COPYRIGHTS AND TECHNOLOGY RIGHTS. 8.1 University represents and warrants that all inventions and discoveries, and all related Intellectual Property Rights (as defined below) shall be assigned to and owned by the Board. Such inventions, discoveries and Intellectual Property Rights are and shall be licensed to Sponsor pursuant to the terms set forth in the License Agreement. [*#*] CONFIDENTIAL TREATMENT REQUESTED 8.2 As used in this Section 8, the term:
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PATENTS, COPYRIGHTS AND TECHNOLOGY RIGHTS. Title to all inventions and discoveries made by University resulting from the research performed hereunder shall reside in University. Title to all inventions and discoveries made jointly by Sponsor and University resulting from the research performed hereunder shall reside jointly in Sponsor and University. University hereby grants to Sponsor an exclusive, worldwide, royalty-bearing license to make, have made, use, have used, sell or have sold under its interests in any sole or joint invention or discovery made or conceived during the term of this Agreement and directly resulting from the performance of research hereunder, under the terms and conditions of the Exclusive License Agreement between Sponsor and The University of Texas System Board of Regents, which has an effective date of June 1, 1999 ("Exclusive License Agreement").
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PATENTS, COPYRIGHTS AND TECHNOLOGY RIGHTS. 8.1 All Patent Rights, Technology, Know-How and Other Intellectual Property (as defined in the Assignments) developed by University alone or jointly with Sponsor in connection with the research performed hereunder shall be assigned to Sponsor and incorporated into Exhibit C of the "First Amendment to the Agreement Entitled 'Assignment of Patent Rights and Technology'" dated March 19, 1998 between University and Sponsor.
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PATENTS, COPYRIGHTS AND TECHNOLOGY RIGHTS. 8.1 Title to all inventions and discoveries made by UNTHSC resulting from the Research Program shall reside in UNTHSC. Sponsor shall have an exclusive, worldwide, royalty-bearing, perpetual license to make, use or sell under any invention or discovery made and conceived during the term of this Agreement and directly resulting from the performance of research hereunder or anything of commercial value created directly or indirectly resulting from the Research Program, with the right to sublicense. The duration of the license granted to Sponsor by UNTHSC in this Section 8.1 shall be for the period of the lesser of. (1) the effective term of any patent filed on any invention or discovery made and conceived during the term of this Agreement; or (2) twenty-five (25) years. The duration of the license granted to Sponsor shall have no effect on the Term of the Research program as set out in Section 2.1 of the Agreement. 8.2 Proceeds from the sale, use, license and all other revenues generated from inventions, discoveries and patents shall be divided as follows: (1) the first $900,000 of revenues received shall be payable directly to Sponsor as reimbursement for the payment of the Research Program funds; (2) all revenues received subsequent to the first $900,000 shall be payable with sixty-five percent (65%) to the Sponsor and thirty-five percent (35%) to UNTHSC. (3) UNTHSC's Intellectual Property Policy will govern the disbursement of those revenues received by UNTHSC from this agreement.
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PATENTS, COPYRIGHTS AND TECHNOLOGY RIGHTS. As partial consideration for payments made by Sponsor hereunder, Sponsor and University agree to the terms concerning patents, copyrights, and technology rights set forth in Attachment B.
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PATENTS, COPYRIGHTS AND TECHNOLOGY RIGHTS. 7.1 Title to all inventions and discoveries made solely by University resulting from the research performed hereunder shall reside in University; however University hereby grants to Nanogen an exclusive option to negotiate a License Agreement (the "Option"), granting an exclusive, worldwide, royalty-bearing license (including the right to grant sublicenses) to make, have made, use, have used, sell or have sold under any Patent Right made and conceived during the Term, and having the further terms and conditions set forth on Attachment C. During the term of the Option, University shall not offer any rights or licenses to Patent Rights to any third party and Nanogen shall be entitled to an exclusive right of first negotiation with respect to such Patent Rights. 7.2 The Option shall become exercisable upon the filing of a Patent (as defined herein) by University or University Investigator. University shall notify Nanogen in writing within three (3) days of any such filing and shall, pursuant to such notice fully disclose to Nanogen all claims set forth therein, and Nanogen shall then have three (3) months following University's written notice of a Patent filing to notify University in writing of its desire to enter into the License Agreement (the "Option Exercise Notice"). 7.3 The License Agreement shall be negotiated in good faith within a period not to exceed six (6) months following the delivery of the Option Exercise Notice by Nanogen to University (the "Option Period"). 7.4 In the event that University and Nanogen are not able to negotiate a License Agreement on mutually agreeable terms within the Option Period, University hereby agrees that if University intends to accept any offer from a third party which is not more favorable to it than Nanogen's last offer, University shall promptly notify Nanogen and Nanogen shall have the right to enter into a License Agreement (which shall include the right to grant sublicenses) with University on the terms and conditions of such third party offer. This right of first refusal shall 7 survive termination of negotiations pursuant to Section 7.3 for a period of two (2) years. University warrants that it will not enter into a license with any third party with respect to any Patent Rights which contains any terms more favorable to such third party than terms offered to Nanogen during such two (2) year period. 7.5 In the event Nanogen and University enter into a License Agreement, Nanogen shall reimburse University for ...
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PATENTS, COPYRIGHTS AND TECHNOLOGY RIGHTS 
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Related to PATENTS, COPYRIGHTS AND TECHNOLOGY RIGHTS

  • PATENTS, COPYRIGHTS, AND ROYALTIES The Provider agrees that if any discovery or invention arises or is developed in the course of or as a result of work or services performed under this Agreement, or in any way connected herewith, the discovery or invention will be deemed transferred to and owned by the state of Florida. Any and all patent rights accruing under or in connection with the performance of this Agreement are hereby reserved to the state of Florida. In the event that any books, manuals, films, or other copyrightable materials are produced, the Provider will identify all such materials to the OAG. The Provider does hereby assign to the OAG and its assigns or successors, all rights accruing under or in connection with performance under this Agreement, including the United States Copyright, all other literary rights, all rights to sell, transfer or assign the copyright, and all rights to secure copyrights anywhere in the world. The Provider will indemnify and hold the OAG and its employees harmless from any claim or liability whatsoever, including costs and expenses, arising out of any copyrighted, patented, or unpatented invention, process, or article manufactured or used by the Provider in the performance of this Agreement. The Provider will indemnify and hold the OAG and its employees harmless from any claim against the OAG for infringement of patent, trademark, copyright or trade secrets. The OAG will provide prompt written notification of any such claim. During the pendency of any claim of infringement, the Provider may, at its option and expense, procure for the OAG, the right to continue use of, or to replace or modify the article to render it non-infringing. If the Provider uses any design, device, or materials covered by letters patent, or copyright, it is mutually agreed and understood without exception the compensation paid pursuant to this Agreement includes all royalties or costs arising from the use of such design, device, or materials in any way involved in the work contemplated by this Agreement. Subcontracts must specify that all patent rights and copyrights are reserved to the state of Florida.

  • 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.

  • Trademarks, Patents and Copyrights (a) Section 4.14(a) of the Company Disclosure Letter sets forth a complete and accurate list of all copyright registrations, trademark registrations, and patents, and applications for registration of any of the foregoing, that are owned by the Company or its subsidiaries. The Company and its subsidiaries own or have the right to use in the manner currently used by the Company and its subsidiaries all patents, trademarks, trade names, copyrights, Internet domain names, service marks, trade secrets and other intellectual property rights (the “Intellectual Property Rights”) used in connection with the business of the Company and its subsidiaries as currently conducted (the “Company Intellectual Property Rights”), except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has received, since January 1, 2011, any written charge, complaint, claim, demand or notice challenging the validity of any of the Company Intellectual Property Rights, except as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (b) To the Company’s knowledge, the conduct of the business of the Company and its subsidiaries does not infringe upon, misappropriate or otherwise violate any Intellectual Property Rights of any other person, except for any such infringement, misappropriation or other violation that would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its subsidiaries has received, since January 1, 2011, any written charge, complaint, claim, demand or notice alleging any such infringement, misappropriation or other violation that has not been settled or otherwise fully resolved, except for any such infringement, misappropriation or other violation that would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Company’s knowledge, no other person has infringed, misappropriated or otherwise violated any Company Intellectual Property Rights since January 1, 2011, except for any such infringement, misappropriation or other violation as would not have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

  • Patents, Copyrights, etc The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual Property.

  • Franchises, Patents, Copyrights, Etc Each of the Borrower and its Subsidiaries possesses all franchises, patents, copyrights, trademarks, trade names, licenses and permits, and rights in respect of the foregoing, adequate for the conduct of its business substantially as now conducted without known conflict with any rights of others.

  • Copyrights and Patents When the RECIPIENT creates any copyrightable materials or invents any patentable property under this Agreement, the RECIPIENT may copyright or patent the same but ECOLOGY retains a royalty free, nonexclusive, and irrevocable license to reproduce, publish, recover, or otherwise use the material(s) or property, and to authorize others to use the same for federal, state, or local government purposes.

  • Other Patents and Copyrights 15 5.7 Remedies ................................................... 16

  • Copyrights, Patents and Trademarks (i) Borrower hereby represents and warrants that, as of the date of this Agreement, Borrower does not have any maskworks, computer software, or other copyrights, that are registered (or are the subject of any application for registration) with the United States Copyright Office. Borrower hereby covenants and agrees that Borrower will NOT register with the United States Copyright Office (or apply for such registration of) any of Borrower’s maskworks, computer software, or other copyrights, unless Borrower has provided Lender not less than 30 days prior written notice of the commencement of such registration/application and Borrower has executed and delivered to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Copyright Office with respect to such registration or application. (ii) Borrower will identify to Lender in writing any and all patents and trademarks of Borrower that are registered (or the subject of any application for registration) with the United States Patent and Trademark Office and, upon Lender’s request therefor, promptly execute and deliver to Lender such security agreement(s) and other documentation (in form and substance reasonably satisfactory to Lender) which Lender in its good faith business judgment may require for filing with the United States Patent and Trademark Office with respect to such registration or application. (iii) Borrower will: (x) protect, defend and maintain the validity and enforceability of Borrower’s copyrights, patents, and trademarks; (y) promptly advise Lender in writing of material infringements of Borrower’s copyrights, patents, or trademarks of which Borrower is or becomes aware; and (z) not allow any material item of Borrower’s copyrights, patents, or trademarks to be abandoned, forfeited or dedicated to the public without Lender’s written consent.

  • Patents and Copyrights ‌ All services, information, computer program elements, reports and other deliverables which might be patented or copyrighted and created under this Contract are the property of the Department and shall not be used or released by the Consultant or any other person except with the prior written approval by the Department.

  • Patents, Trademarks, Copyrights, Licenses, Etc Each Loan Party and each Subsidiary of each Loan Party owns or possesses all the material patents, trademarks, service marks, trade names, copyrights, licenses, registrations, franchises, permits and rights necessary to own and operate its properties and to carry on its business as presently conducted and planned to be conducted by such Loan Party or Subsidiary, without known possible, alleged or actual conflict with the rights of others.

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