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PROPERTY RIGHTS IN & TO THE TECHNOLOGY Sample Clauses

PROPERTY RIGHTS IN & TO THE TECHNOLOGY. 2.1 The Licensee acknowledges and agrees that UBC owns all right, title and interest in and to the Technology, the UBC Improvements, Joint Improvements and the FOU Licensee Improvements. 2.2 The Licensee will own all right, title and interest in and to the Core Licensee Improvements. 2.3 The parties will each, at the reasonable request of the other, sign all documents as may be required to confirm ownership of the Technology and any Improvements as set out in Article 2.1 and 2. 2.4 On the last working day of June and December of each year during the Term, the Licensee will give notice to UBC of the details of all Improvements which the Licensee and any sublicensees of the Licensee have developed and/or acquired during the previous 6 month period.
PROPERTY RIGHTS IN & TO THE TECHNOLOGY. 2.1 UBC and the Licensee acknowledge and agree that the invention claimed in the [***] is jointly owned by UBC and the Licensee. 2.2 Any Improvement made by UBC and the Licensee jointly in the course of practicing the Technology shall be jointly owned by UBC and the Licensee. 2.3 On the last working day of December of each year during the Term, the Licensee will give notice to UBC of the details of all Improvements made by the Licensee along with a summary report of activities conducted by the Licensee and any Sublicensees to practice and/or exploit the Technology during the previous year.
PROPERTY RIGHTS IN & TO THE TECHNOLOGY. 2.1 The parties acknowledges and agrees that: (a) UBC owns all right, title and interest in and to the Technology, all UBC Improvements and all Joint Improvements; (b) the Licensee [***] in and to all Licensee Improvements. 2.2 The Licensee will, at the request of UBC, sign all documents as may be required to ensure that ownership of the Technology, UBC Improvements and any Joint Improvements remain with UBC. 2.3 During the Term, the Licensee and UBC will each periodically provide to the other party details of any Improvements which a party has developed and or acquired, and in the case of the Licensee any Improvement which it has made or any Improvement of which it becomes aware of that was developed and/or acquired by any sublicensees or sub-sublicensees of the Licensee.
PROPERTY RIGHTS IN & TO THE TECHNOLOGY. Section 2.01. UBC represents and warrants to the Licensee that to the best of the knowledge of the University Industry Liaison Office manager responsible for the management of the commercialization of the Technology, that as of the Start Date, and at the date of each amendment to add additional IP Rights to this Agreement: (a) all necessary consents, approvals and authorizations of all governmental authorities and other persons or entities required to be obtained by UBC in connection with this Agreement have been obtained; (b) the execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of UBC; (c) UBC is the assignee of the Technology by way of assignment from the Investigators; and (d) there are no threatened or pending actions, lawsuits, claims or arbitration proceedings in any way relating to the Technology; Section 2.02. Subject to the terms of this Agreement, the parties acknowledge and agree that: (a) UBC owns all right, title and interest in and to the Technology, all UBC Improvements and all related IP Rights; (b) UBC and the Licensee jointly own all right, title and interest in and to the Joint Improvements and all related IP Rights; and (c) the Licensee owns all right, title and interest in and to the PROMIS Improvements and all related IP Rights. Section 2.03. The Licensee will, at the request of UBC, sign all documents as may be required to ensure that ownership of the Technology, any UBC Improvements and related IP Rights remain with UBC and that all Joint Improvements and related IP Rights are owned jointly by UBC and the Licensee. Section 2.04. Within 30 days after the last day of June and December of each year during the Term: (a) the Licensee will give notice to UBC of the details of all PROMIS Improvements and Joint Improvements which the Licensee and, to its knowledge, any sublicensees have developed and/or acquired during the previous 6 month period; and (b) UBC will give notice to the Licensee of the details of all UBC Improvements developed and/or acquired during the previous 6 month period. Section 2.05. UBC shall provide the Licensee with a copy of the Source Code within ten days of the Effective Date of this Agreement. Upon the request, each party shall promptly and fully disclose to the other the Improvements for which notice has been given under Section 2.04. Section 2.06. The Licensee will at all times securely store the Technology, the Improvements and in par...
PROPERTY RIGHTS IN & TO THE TECHNOLOGY. 2.1 UBC and the Licensee agree that, as between them: (a) UBC owns all right, title and interest in and to the Technology and all UBC Improvements; and (b) the Licensee owns all right, title and interest in and to all Licensee Improvements. 2.2 UBC and the Licensee will each, at the reasonable request of the other, sign all documents as may be required to confirm the ownership of the Technology, UBC Improvements and Licensee Improvements as defined in Article 2.1. 2.3 On or before the last working day of December of each year during the Term, UBC will give notice to Licensee of the details of any UBC Improvements which UBC has developed and/or acquired during the previous twelve month period.
PROPERTY RIGHTS IN & TO THE TECHNOLOGY. 2.1 The Licensee acknowledges and agrees that, as between UBC and the Licensee, UBC owns all right, title and interest in and to the Technology and all Improvements. 2.2 The Licensee will, at the request of UBC, sign all documents as may be reasonably required to ensure that ownership of the Technology and any Improvements remain with UBC. 2.3 On the last working day of June of each year during the Term, the Licensee will give notice to UBC of the details of all Improvements which the Licensee and any sublicensees of the Licensee have developed and/or acquired during the previous 12 month period.
PROPERTY RIGHTS IN & TO THE TECHNOLOGY. 2.1 UBC and the Licensee acknowledge and agree that: (a) UBC owns all right, title and interest in and to the Patents, the Digital PCR Patents, the Digital PCR Improvements, the UBC Improvements and the Joint Improvements; (b) the Licensee will own all right, title and interest in and to the Licensee Improvements. 2.2 The Licensee will, at the request of UBC, sign all documents as may be required to ensure that ownership of the Patents, the Digital PCR Patents, the Digital PCR Improvements, the UBC Improvements and the Joint Improvements vest and remain with UBC. 2.3 On the last working day of June and December of each year during the Term, the Licensee will give notice to UBC of the details of all Improvements which the Licensee and any sublicensees of the Licensee have developed and/or acquired during the previous 6 month period.
PROPERTY RIGHTS IN & TO THE TECHNOLOGY. 2.1 The Parties acknowledge and agree that: (a) UBC owns any and all right, title and interest in and to the UBC Technology; (b) Upstream owns any and all right, title and interest in and to all Upstream Technology; (c) UBC owns any and all right, title and interest in and to New Technology developed solely by UBC; (d) UBC and Upstream jointly own any and all right, title and interest in and to the New Technology that is not solely developed by UBC. 2.2 Notwithstanding the applicable patent or other intellectual property laws in any jurisdiction, neither of the parties may sell, assign or commercially exploit any New Technology without the other party's prior written consent, except as specifically provided for herein. 2.3 The Parties shall on request, enter into such further agreements and execute any and all documents as may be required to ensure that ownership of the Technology vest with, or remain with, the Parties as set out in Article 2.1. 2.4 On the last business day of January and July of each year during the term of this agreement, the parties shall exchange in writing the details of all New Technology which UBC, Upstream and any sub-licensees of Upstream have developed and/or acquired during the previous six month period.

Related to PROPERTY RIGHTS IN & TO THE TECHNOLOGY

  • INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS A. Data produced under this Annex which is subject to paragraph C. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement will be protected for the period of one year. B. Under paragraph H. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement, Disclosing Party provides the following Data to Receiving Party. The lists below may not be comprehensive, are subject to change, and do not supersede any restrictive notice on the Data provided.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you.

  • Intellectual Property Rights Infringement HP will defend and/or settle any claims against Customer that allege that an HP-branded product or service as supplied under this Agreement infringes the intellectual property rights of a third party. HP will rely on Customer’s prompt notification of the claim and cooperation with our defense. HP may modify the product or service so as to be non-infringing and materially equivalent, or we may procure a license. If these options are not available, we will refund to Customer the amount paid for the affected product in the first year or the depreciated value thereafter or, for support services, the balance of any pre-paid amount or, for professional services, the amount paid. HP is not responsible for claims resulting from any unauthorized use of the products or services.

  • INTELLECTUAL PROPERTY RIGHTS - INVENTION AND PATENT RIGHTS A. General 1. NASA has determined that 51 U.S.C. § 20135(b) does not apply to this Agreement. Therefore, title to inventions made (conceived or first actually reduced to practice) under this Agreement remain with the respective inventing party(ies). No invention or patent rights are exchanged or granted under this Agreement, except as provided herein.

  • Specially Created Intellectual Property Rights 27.1. All Intellectual Property Rights in Deliverables and and any reports, guidance, specification, instructions, toolkits, plans, data, drawings, databases, patents, patterns, models, designs or other material prepared by or for the Contractor on behalf of the Authority for use, or intended use, in relation to the performance by the Contractor of its obligations under the Framework Agreement belong to the Authority. 27.2. The Contractor assigns to the Authority, with full title guarantee, all Intellectual Property Rights which may subsist in the materials referred to in clause 27.1. This assignation takes effect on the Commencement Date or as an assignation of future rights that will take effect immediately on the coming into existence of the Intellectual Property Rights produced by the Contractor. The Contractor must execute all documentation necessary to effect this assignation.

  • Intellectual Property; Software Other than as set forth on Schedule 5.12: (a) There are no Copyrights, Patent Rights and Trademarks (including any assumed or fictitious names used by the Company within the previous two (2) years) owned by or licensed to the Company. (b) There is no Software owned by or licensed to the Company except for mass market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (c) The Company is not a party to Contracts which relate to: (i) any Copyrights, Patent Rights or Trademarks; (ii) any Trade Secrets owned by or licensed to the Company; and (iii) any Software, other than market Software licensed to the Company that is commercially available and subject to “shrink-wrap” or “click-through” license agreements. (d) The Company owns the entire right, title and interest in and to, or has the valid and enforceable right to use, the Intellectual Property and Software used in the Business as currently conducted, and to the Knowledge of Seller there is no other Intellectual Property necessary for the Company to conduct the Business as currently conducted. (i) No infringement, misappropriation or violation of any Intellectual Property, or any rights of publicity or privacy relating to the use of names, likenesses, voices, signatures or biographical information, of any other Person has occurred or results in any way from the operation of the Business or the use, sale or distribution of any Intellectual Property owned by or licensed exclusively to the Company; (ii) no claim of any infringement, misappropriation, violation or dilution of any Intellectual Property or any such rights of any other Person has been made or asserted in respect of the operation of the Business; (iii) no claim of invalidity of any Intellectual Property owned by the Company has been made by any other Person; (iv) no Proceedings are pending or, to the Knowledge of Seller, threatened that challenge the validity, ownership or use of any Intellectual Property owned by the Company; (v) the Company has not had notice of, and, to the Knowledge of Seller, there is no basis for, a claim against the Company that the operations, activities, products, Software, equipment or processes of the Business infringe, misappropriate, violate or dilute any Intellectual Property or any such rights of any other Person; and (vi) to the Knowledge of Seller, no Person infringes, misappropriates or violates any Intellectual Property owned or exclusively licensed by or to Seller, in each case except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Intellectual Property Warranty CONTRACTOR represents and warrants that its performance of all obligations under this Contract does not infringe in any way, directly or contributorily, upon any third party’s intellectual property rights, including, without limitation, patent, copyright, trademark, trade secret, right of publicity and proprietary information.

  • Third Party Intellectual Property Rights 10.7.1 Each Party shall give prompt written notice to the other of any intellectual property rights of any third party which could reasonably be considered as constituting impediment on the use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event the Parties shall agree on the strategy and procedural steps to be taken in respect of opposing and/or settling such potential impediment. 10.7.2 Each Party shall give prompt written notice to the other of claims or suits arising out of actual or alleged Infringement of Patent Rights, Know-How or other intellectual property owned by a third party, as a result of any use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event Licensee, subject to the provisions of Section 10.7.3, shall have the right to contest or defend such claim or suit on behalf of itself and on behalf of Ipsen. If Licensee elects to contest or defend such claim or suit, Licensee shall notify Ipsen of such election, and shall keep Ipsen fully informed of any development in such claim or suit, including by transmitting copies of all documents in such claim or suit. If Licensee contests or defends a claim or suit pursuant to this Section 10.7.2 and Ipsen has not elected to contest or defend such claim or suit subject to, and in accordance with, the provisions of Section 10.7.3, then (a) Licensee shall control the defense of such claim or suit, (b) Ipsen shall provide assistance in the defense of such claim or suit in a reasonable and timely manner upon reasonable request of Licensee and at Licensee’ sole cost and expense; and (c) Licensee shall have the right to compromise or settle such claim or suit; provided, however, that, if such claim or suit was originally made or filed against Ipsen or any of its Affiliates or pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Know-How, any such compromise or settlement by Licensee of such claim or suit shall be subject to Xxxxx’x prior written approval, which shall not be unreasonably withheld or delayed. Notwithstanding Licensee’s control of the defense of any claim or proceeding pursuant to this Section 10.7.2, Ipsen shall have the right to participate in such defense using counsel of its own choice and at its own expense, provided that such claim or proceeding was originally made or filed against Ipsen or any of its Affiliates or pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Inventions. 10.7.3 If, within [ ]* after Licensee receives written notice of any such claim or suit, Licensee elects not to contest or defend, or fails to notify Ipsen of its intent to contest to or defend, such claim or suit, then Ipsen shall have the right to contest or defend such claim or suit on behalf of itself and Licensee and shall keep Licensee fully informed of any development in such claim or suit, including by transmitting copies of all documents submitted in such claim or suit. Notwithstanding any of the foregoing provisions of this Section 10.7.3 to the contrary, Xxxxx’x right under this Section 10.7.3 to contest or defend such claim or suit shall apply only if either (i) such claim or suit was originally made or brought against Ipsen or any of its Affiliates or (ii) such claim or suit pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Inventions. If Ipsen contests or defends a claim or suit pursuant to this Section 10.7.3, then (a) Ipsen shall control the defense of such claim or suit, (b) Licensee shall provide assistance in the defense of such claim or suit in a reasonable and timely manner upon reasonable request of Ipsen and at Xxxxx’x sole cost and expense and (c) Ipsen shall have the right to compromise or settle such claim or suit; provided, however, that such compromise or settlement shall be subject to Licensee’s prior written approval, which shall not be unreasonably withheld or delayed. Notwithstanding Xxxxx’x control of the defense of any such claim or proceeding, Licensee shall have the right to participate in such defense using counsel of its own choice and at its own expense. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 10.7.4 The defending Party shall bear its own costs and expenses (including, without limitation, attorneys fees and court costs) in connection with the defense of any claim or suit pursuant to Section 10.7.2 or Section 10.7.3, and the defending Party shall also bear the costs and expenses of the other Party if and to the extent that such costs and expenses were incurred by such other Party in connection with reasonable assistance provided by such other Party in connection with such defense at the request of the defending Party. 10.7.5 In the event that, in connection with the defense of any claim or suit pursuant to this Section 10.7 or any settlement thereof, the defending Party shall receive damages, costs or other amounts, such damages, costs or other amounts shall be treated in the manner contemplated under Section 10.6 as if they had been received by the defending Party in connection with any action or proceeding initiated and pursued by the defending Party pursuant to Section 10.6 above. 10.7.6 The provisions of this Section 10.7 and the respective rights and obligations of the Parties under this Section 10.7 shall be without prejudice to any of the provisions of Article 15 or any of the respective rights and obligations of the Parties under Article 15.

  • Intellectual Property Rights and Ownership 5.1. You acknowledge that all Intellectual Property Rights (including any new Intellectual Property Rights) arising out of or in connection with the Access Products and associated Documentation, belong at all times to Us or Our licensors. 5.2. Nothing in this Agreement shall transfer any Intellectual Property Rights in or arising from Access Products or Documentation to You but that these shall remain vested in Us or Our licensors. No rights to use any such Intellectual Property are granted, except as expressly stated in these Terms and Conditions or the relevant Statement of Work. If, notwithstanding this, any Intellectual Property Rights in or arising from the Access Product and/or Documentation are acquired by You (including any new Intellectual Property Rights), You hereby assign (and to the extent that any such Intellectual Property Rights are not capable of such assignment, agree to hold on trust) and agree to do all such things and sign all such documents as We may reasonably require in respect of the assignment of all such Intellectual Property Rights to Us or Our licensors as may be appropriate. 5.3. Subject to clauses 5.6 and 5.7, We will indemnify You against all direct costs, claims, demands, expenses (including reasonable legal costs) and liabilities of whatever nature incurred by or awarded against You arising out of or in connection with any claim that Your use of the Access Product(s) any Documentation, information, data, computer facilities or material that We supply, infringes a third party’s Intellectual Property (Infringement Claim). 5.4. We warrant that We are not aware that the Access Product(s) any Documentation, information, data, computer facilities or material that We supply, or Your use of the same in accordance with the terms of this Agreement, will infringe any third party’s Intellectual Property Rights but We have not carried out any investigation into the same. We shall indemnify You against all direct costs, claims, demands, expenses (including reasonable legal costs) and liabilities of whatever nature incurred by or awarded against You arising out of or in connection with any breach of the warranty contained in this clause. 5.5. If an Infringement Claim is alleged or threatened against either You or Us, or if We believe that the Access Product or the Documentation or any part thereof may infringe any third party’s copyright or registered patent (effective at the date of this Agreement), We may, at Our sole option, (i) procure such licence, authorisation or consent as is necessary to enable Your continued use of the Access Product and/or the Documentation; (ii) modify or replace the same as necessary to avoid infringement without any material adverse effect to the functionality of the Access Product; or (iii) terminate this Agreement and/or the affected Statement of Work and refund an amount equal to the unused portion of any Annual Licence Fees pre-paid in respect of such Software (as the case may be) to You. 5.6. You shall permit Us to have access upon reasonable Notice during the Licence Term to inspect during Business Hours the premises and the Customer System at or on which the Software is being kept or used, and any records kept pursuant to the Licence, for the purposes of ensuring that You are complying with the terms of this Agreement. In carrying out such an inspection We will comply with any reasonable restrictions You require, and We will only request such an inspection where We believe We have reasonable cause to do so. In the event that You have unauthorised copies of the Software, without prejudice to any other rights or remedies that We may have, You shall pay an additional fee to Us in respect of any such unauthorised copies calculated by reference to the standard list price prevailing at the date of invoice in respect of such Software. 5.7. Without prejudice to clause 5.8, We shall only be liable under the terms of this Agreement for an Infringement Claim or alleged Infringement Claim if (i) You promptly notify Us of any infringement or alleged infringement of which You are aware, or ought reasonably to have been made aware of; (ii) You make no admission as to liability or agree any settlement of such claim without Our prior written consent; (iii) You allow Us (or a relevant third party supplier), at Our expense, to conduct and/or settle all negotiations and litigation arising from any claim or action relating to the alleged infringement; and (iv) You, at Our expense, give Us (or a relevant third party supplier) such reasonable assistance as may berequested in such settlement or negotiation. 5.8. We shall have no liability for any Infringement Claim or alleged Infringement Claim to the extent such claim arises from (i) possession, use, development, modification, or operation of the Access Product or part thereof by You other than in accordance with the terms of this Agreement, the relevant Statement of Work or the Documentation; (ii) failure by You to take any reasonable corrective action directed by Us (including using an alternative, non-infringing version of the Access Products); or (iii) is based upon any item provided by You and incorporated into the Access Product(s) or used in combination with the Access Product(s) at Your request.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29