Product Intellectual Property. Pieris shall have the right to file patent applications on inventions developed by, at the direction of, or under the sponsorship of Pieris (including but not limited to inventions conceived or reduced to practice by Pieris employees, contractors, consultants, and/or Sublicenses) related to any Product, materials, processes or other intellectual property generated under this Agreement including any manufacture, formulation or use thereof (“Developed IP”). For avoidance of doubt, Developed IP includes but is not limited to IP directed to the sequence for any Product and formulations, methods of use, and methods of manufacture thereof. In the event of termination of this Agreement, Pieris shall continue to own such intellectual property.
Product Intellectual Property. CM acknowledges the MFR’s exclusive ownership of all Intellectual Property Rights related to the Product and ownership of the Product (including any modifications thereto) whether created by MFR or CM separately or jointly, the unique processes used in the manufacture of the Product, all unique documentation used in the manufacture of the Product and the tooling for the Product (“Product Intellectual Property”). CM further acknowledges that all such Intellectual Property, unique processes, unique documentation and tooling are confidential to MFR and shall be treated as Confidential Information under this Agreement. Any Product Improvements shall be the property of MFR. CM hereby assigns to MFR all right, title and interest in and to all Product Intellectual Property, Product Improvements and all intellectual property rights therein. CM shall promptly notify MFR of all Product Improvements of which CM is aware and shall assist MFR, at MFR’s request and expense, to seek and maintain intellectual property protection for all Product Improvements. As used herein, “Product Improvements” means all design information and all improvements, enhancements or changes to any Product, processes for manufacturing such Product or tooling for such Product. Product Improvements excludes any improvements made by CM to its generally applicable manufacturing methods.
Product Intellectual Property. 8.1 Customer acknowledges that the Products’ contents are confidential and subject to protection as trade secrets of CAE Healthcare and agrees that it shall not attempt and shall use its best efforts to prevent its employees, agents, and/or contractors, from reverse engineering, decompiling or disassembling the Products or otherwise attempting to discover the internal workings and design of the Products or of deriving the source code of any software embedded in the Products.
8.2 Customer agrees that it will not remove, move, cover-up, deface or otherwise interfere with any CAE Healthcare patent markings, copyright notices or trademarks as such appear or are placed on the Products.
8.3 Some Products may provide Customer with the option of saving and reproducing the images created by such Products (“Work”) during their use. In this regard, Customer hereby recognizes that the entire rights, title and interests in and to such Work remain the exclusive property of CAE Healthcare. Customer shall not modify such Work in any way whatsoever and shall not remove or alter any CAE Healthcare notices. However, Customer is permitted to produce and reproduce such Work only for non-commercial educational purposes.
Product Intellectual Property. (a) Other than as alleged in connection with the Litigation Matter, to the Knowledge of Seller, no third party is infringing the Patents or Trademarks or misappropriating the trade secrets within the Product Intellectual Property (excluding the Legacy IP).
(b) Seller’s development, manufacture and sale of the Product and its use of the Product Intellectual Property in connection therewith within the United States and South Korea as of the date hereof and as of the Closing Date has not and does not infringe, nor is such development, manufacture or sale of the Product or use of the Product Intellectual Property as of the date hereof and as of the Closing Date the result of any misappropriation of, any intellectual property rights of any other Person. Except as disclosed on Schedule 5.10(b), there have been no claims asserted against Seller alleging that Seller’s development, manufacture or sale of the Product or Seller’s use of the Product Intellectual Property in such countries infringes or is the result of any misappropriation of any intellectual property rights of any other Person.
(c) Schedule 5.10(c) sets forth a correct and complete list of all Trademarks (including registration numbers and jurisdictions of registrations), domain names and a scanned copy of the Trade Dress used in the marketing of the Product, other than “QOL” and any derivation thereof.
(d) Since October 17, 2005 with respect to the Trademarks and since June 12, 2007 with respect to the Patents, (i) Seller has paid all annuities and maintenance fees and filed all renewals due as of the date hereof and Schedule 5.10(d) sets forth such annuities, maintenance fees and renewals due before May 31, 2009 in respect of the issued Patents and the Trademarks, and (ii) except as set forth on Schedule 5.10(d), in no instance has the eligibility of any issued Patent or Trademark, or any application that has been filed by Seller with respect to any Patent or Trademark, for protection under applicable Law been forfeited to the public domain by omission of any required notice or any other action or inaction of Seller.
Product Intellectual Property. Pieris shall have the right to file patent applications on inventions developed by, at the direction of, or under the sponsorship of Pieris (including but not limited to inventions conceived by Pieris employees, contractors, consultants, and/or Sublicenses) related to any Product, materials, processes or other intellectual property generated under this Agreement including any methods of manufacture, methods of use, or formulations thereof (“Developed IP”). Developed IP includes but is not limited to intellectual property directed to the sequence for any Product, Modifications of the First Antibody and any Subsequent Antibody elected under Section 4.7, and formulations, methods of use, and methods of manufacture thereof. In the event of termination of this Agreement, Pieris shall continue to own such intellectual property.
Product Intellectual Property. 7.2.1 EVL and Catalyst shall coordinate with each other with respect to Intellectual Property matters, including strategic decisions relating to potential Intellectual Property litigation and any other litigation arising from or relating to the Product in the Territory.
7.2.2 Intellectual Property that is jointly invented or jointly conceived during the Term under this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. Employees of Catalyst, whether serving as advisors or consultants to EVL or serving EVL in any other capacity, shall be considered employees of Catalyst for the purpose of determining ownership of Intellectual Property.
7.2.3 For the avoidance of doubt, Intellectual Property covering inventions or improvements that are created or conceived in the course of developing the Product shall be owned solely by a Party if only its employees create or conceive such invention or improvement.
Product Intellectual Property. 6.4.1 IntelGenx shall have the exclusive right to enforce Intellectual Property that is Controlled by IntelGenx covering the Product against Third Parties that may (or may attempt to) make, have made, use, have used, sell, have sold, import or have imported, or otherwise market or commercialize any Drug Product containing the API and having the same dosage form as the Product, including the right to collect damages. Par shall, at IntelGenx’s cost and expense, cooperate with IntelGenx in good faith in connection with the foregoing, as IntelGenx may reasonably request. In the event that IntelGenx elects not to enforce such Intellectual Property, Par shall have the right, but not the obligation, to enforce such Intellectual Property as set forth in this Section 6.4.1, and IntelGenx shall cooperate with Par in connection therewith.
6.4.2 Intellectual Property that is jointly invented or conceived during the Term under this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. Employees of IntelGenx, whether serving as advisors or consultants to Par or serving Par in any other capacity, shall be considered employees of IntelGenx for the purpose of determining ownership of Intellectual Property.
6.4.3 For the avoidance of doubt, Intellectual Property covering inventions or improvements that are created or conceived in the course of developing the Product shall be owned solely by a Party if only its employees create or conceive such invention or improvement.
Product Intellectual Property. 6.4.1 lntelGenx shall have the exclusive right to enforce Intellectual Property that is Controlled by IntelGenx covering each Product against Third Parties that may (or may attempt to) make, have made, use, have used, sell, have sold, import or have imported, or otherwise market or commercialize any Drug Product containing the API of such Product and having the same dosage form as such Product, including the tight to collect damages. Par shall, at IntelGenx's cost and expense, cooperate with IntelGenx in good faith in connection with the foregoing, as IntelGenx may reasonably request. In the event that IntelGenx elects not to enforce such Intellectual Property, Par shall have the right, but not the obligation, to enforce such Intellectual Property as set forth in this Section 6.4.1, and IntelGenx shall cooperate with Par in connection therewith.
6.4.2 Intellectual Property that is jointly invented or conceived during the Term under this Agreement shall be jointly owned by the Parties, unless otherwise agreed in writing. Employees of lntelGenx, whether serving as advisors or consultants to Par or serving Par in any other capacity, shall be considered employees of IntelGenx for the purpose of determining ownership of Intellectual Property.
6.4.3 For the avoidance of doubt, Intellectual Property covering inventions or improvements that are created or conceived in the course of developing a Product shall be owned solely by a Party if only its employees create or conceive such invention or improvement.
Product Intellectual Property. Theracel Trademark Anti-Wrinkle Pillow Patent--large and small versions, including cover Product Marketing Materials None ATTACHMENT B Videotape Dubbing and Editing Rates Duplication (with no editing) Tape stock and box included 1/2" VHS Demo $7 $5 3/4" Broadcast Dub $30 $25 Beta Broadcast Tape $40 $25 Beta SP Broadcast Tape $50 $30 1" Broadcast Dub $50 $15 Note: $10 additional charge per tape for 24 hour turnaround. Above rates do not include shipping charges for tapes sent to or returned from stations. Commercial and Program Editing 30 Minute 1 to 2 Minute Programs Spots Dub Master-Custom Voice Over* $175 $36 Special Edit ** $150 $36 * Dub masters are created each time a new 800# is used. ** Special edits are required for changes in show length (as specified by certain cable networks), product price changes, inserting special keys and crawls into the body of the show, voice or music change, graphic tag change, etc. DUB RATE C August 1998 ATTACHMENT C PROMISSORY NOTE November 3, 0000 Xxxxxxxxx, XX FOR VALUE RECEIVED, the undersigned, Kid Rom, Inc. ("Maker"), whose address is 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, hereby promises to pay to the order of hawthorne direct, inc. (the "Holder"), at Holder's offices, located at 000 Xxxxx 00xx Xxxxxx, Xxxxxxxxx, Xxxx 00000, or at such place as Holder may from time to time designate in writing to Maker, in lawful money of the United States and in immediately available funds, the principal amount of $28,000 or such lesser sum as Maker shall prove shall be owed to Holder on account of a one and/or two minute television commercial (the "Spot") offering the Maker's anti-wrinkle pillow pursuant to the Production Services Marketing Agreement ("Agreement") between the parties. The Principal shall be paid as follows: $5,000 one day prior to the commencement of principal photography for the Spot and final payment on the date that is 90 days after the execution of this Note. A further $5,000 is being paid by Maker to the Holder on execution of this Note and is not covered by the Note. After the due date, the Principal shall bear interest at the rate of one and one-half percent (1.5%) per month. Upon the occurrence of any one of the following events of default, all outstanding Principal amounts under this Note, and interest calculated thereon at the rate set forth above, shall become immediately due and payable:
Product Intellectual Property. (a) The Company or a Subsidiary of the Company owns, or licenses or otherwise possesses rights to use, each item of the Product Intellectual Property Assets, other than as set forth in Section 3.15(a) of the Disclosure Schedule. There is no item of Intellectual Property that is owned or licensed by the Company or any of its Subsidiaries, or that the Company or any of its Subsidiaries otherwise possesses the rights to use, that is necessary for the design, development, manufacture, marketing, sale, service or support of the Product that is not included in the Product Intellectual Property Assets. Other than as expressly set forth and described in Section 3.15(a) of the Disclosure Schedule, no license, sublicense, covenant, agreement or permission has been granted or entered into by the Company or any of its Subsidiaries with a Third Party in respect of any item of Product Owned Intellectual Property Assets. The Company’s and each applicable Subsidiary’s rights as a licensee with respect to each item of the Product Licensed Intellectual Property Assets are binding and enforceable. The Company or a Subsidiary of the Company owns all right, title and interest in and to, or has the right to use pursuant to an enforceable written license, sublicense, agreement or permission, the Product Software, free and clear of any Encumbrances by or through Company or its Subsidiaries, other than Permitted Encumbrances. Neither the Company nor any Subsidiary has any duty or obligation (whether present, contingent, or otherwise) to deliver, license, or make available the source code for any Product Software to any escrow agent or other Person.
(b) With respect to each item of the Product Owned Intellectual Property Assets: (i) the Company or a Subsidiary of the Company possesses the exclusive right, title and interest in and to such item, free and clear of any Encumbrances, other than Permitted Encumbrances; (ii) such item is not currently subject to any outstanding Order, past due payment, past due or delinquent filing, decision or agreement in any restricting manner, including restricting the transfer, commercialization, enforcement or licensing thereof; (iii) to the Knowledge of the Company, no legal or administrative proceeding is pending or threatened, that challenges the legality, validity, enforceability of, or the Company’s or any of its Subsidiaries’ ownership of or license or other right to use or otherwise exploit, such item; (iv) to the Knowledge of the Company, e...
