Rights in Japan Sample Clauses

Rights in Japan. If Chugai terminates its agreement with Roche relating to the Compound to Roche or such agreement otherwise terminates for any reason, then (i) the Territory shall automatically be deemed to include the territory of Japan, (ii) Roche shall automatically license and transfer to River Vision any Patents, Know-How, Regulatory Approvals, regulatory documentation or filings, and other rights or documentation Controlled by Roche or any of its Affiliates as a result of such termination, and (iii) such Patents and Know-how (including those within the Territory) shall be deemed Roche Patents and Roche Know-How. Roche hereby grants as of the Effective Date a non-exclusive sub-license to the improvements (as defined in the Chugai Agreement) made by Chugai under the Chugai Agreement to develop, have developed, make, have made, use, have used, sell, have sold, offer for sale, have offered for sale, import and have imported Compound and/or Product in the Field in the Territory. Such improvements shall be deemed Roche Patents and Roche Know-How, subject to any third party obligations.
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Rights in Japan. (a) Under the terms of the Japan Agreement, TCS granted to Smithkline Xxxxxxx, p.l.c. ("SB") and Yamanouchi Pharmaceutical Co., Ltd. ("YPC") the co-exclusive right (including the right to sub-license) to practice under the Japan Patents and Japan Technology to make, have made, use and sell the injectable non-colloidal dose form of TP10-HD sold for therapeutic use in humans in Japan. In the Letter Agreement, dated April 7, 1994, between TCS and SB, terminating the Smithkline Agreement, (i) TCS and SB acknowledged the continuing existence of the Japan Agreement and the need to modify the Japan Agreement in light of the termination of the Smithkline Agreement, and (ii) TCS assumed SB's obligations to YPC under the Japan Agreement. The Parties acknowledge and agree that, Novartis wishes to obtain from TCS, and TCS wishes to grant to Novartis, an exclusive option to the rights more specifically discussed in Section 2.3(c) below. Towards this end, TCS shall make diligent efforts, during the Option Period to terminate all rights held by SB under the Japan Agreement and to gain for TCS clear title to the rights now held by SB under the Japan Agreement (the "SB Rights"), in such a way as to retain, along with YPC, a co-exclusive right to make, have made, use and sell the injectable non-colloidal dose form of TP10-HD in Japan. All costs and expenses, including but not limited to, payments made to SB and/or YPC, associated with these efforts shall be borne by TCS. (b) In the event that TCS is not able to gain clear title to the SB Rights by the end of the first Option Year; provided, that, TCS is not at that time in negotiations which the Parties agree have a reasonable chance of success within the next three (3) months, Novartis shall have the right, beginning at the start of the second Option Year, to enter into negotiations directly with SB and, if necessary, YPC to have the SB Rights revert to TCS. All payments made by Novartis to SB, YPC and TCS in connection with these efforts to gain clear title for TCS to the SB rights, or any of their respective Affiliates or sub-licensees in connection with these negotiations, shall be deducted, at the time the License Agreement and the Stock Purchase Agreement are entered into and the license granted and stock issued, from (i) the down payment to be made by Novartis to TCS pursuant to Section 3.1 of the License Agreement and (ii) if such payments exceed the amount of such down payment, the payment to be made by Novartis to...
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Rights in Japan. If and when the Pre-Conditions of Transfer are satisfied, the Elan Companies covenant that they and their Affiliates shall transfer to the Acquiror their entire right, title and interest in and to, and their rights to make, have made, sell, offer to sell, use, and import, the Product, Current Product Improvements or Product Improvements in Japan (the "Japanese Rights"). The Acquiror acknowledges and covenants that (i) any transfer is and shall be on an "as is" basis; (ii) the Elan Companies make no representations and warranties of any kind with respect to any transfer arising out of this Section 8.22; (iii) the Acquiror, in the event the Pre-Conditions of Transfer are met and the transfer of the Japanese Rights occurs, shall bear, and shall hold the Elan Companies and their Affiliates harmless for, any costs and expenses arising out of the Acquiror's obtaining the equivalent of Product Registrations in Japan for the use, manufacture, marketing, selling, distribution or commercialization of the Product, Current Product Improvements or Product Improvements in Japan; and (iv) the failure of the parties to consummate the transfer shall not be a basis for reduction of the Purchase Price or create any right of the Acquiror to seek damages, offset any amounts against the Purchase Price or seek any indemnification under the provisions of Article XI. Any transfer shall be effectuated and documented by the execution of written agreements customary for such transfers, provided, however, that such documentation shall among other provisions contain intellectual property and non-compete provisions consistent with this Agreement and shall not contain provisions inconsistent with the requirements of this Section 8.22. The term "Pre-Conditions of Transfer" shall mean that the Elan Companies have the authority to undertake the transfer of rights, title and interest contemplated by this Section 8.22 without breaching any contractual obligation to a Third Party existing as of the date hereof (provided that the Elan Companies and their Affiliates shall exercise commercially reasonable efforts to promptly satisfy the Pre-Conditions of Transfer) and that such transfer can be undertaken without the Elan Companies or their Affiliates incurring a material and adverse financial cost unless the Acquiror undertakes to, and promptly does, reimburse such cost. In the event the Pre-Conditions of Transfer are satisfied or can be satisfied by such date, the Elan Companies and the Acquiror...
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Rights in Japan. The parties hereto confirm that all rights in Japan to the GLIADEL Product (as defined in Article III.C.1. of the Rights Agreement) have reverted to Holdings, and the definition of "Territory" set forth in Article I.AB. of the Rights Agreement is hereby amended and restated as follows:
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Rights in Japan. If and when the Pre-Conditions of Transfer are satisfied, the Elan Companies covenant that they and their Affiliates shall transfer to the Acquiror their entire right, title and interest in and to, and their rights to make, have made, sell, offer to sell, use, and import, the Product, Current Product Improvement or Product Improvement in Japan (the "Japanese Rights"). The Acquiror acknowledges and covenants that (i) any transfer is and shall be on an "as is" basis; (ii) the Elan Companies make no representations and warranties of any kind with respect to any transfer arising out this Section 8.22; (iii) the Acquiror, in the event the Pre-Conditions of Transfer are met and the transfer of the Japanese Rights occurs, shall bear, and shall hold the Elan Companies and their Affiliates harmless for, any costs and expenses arising out of the Acquiror's obtaining the equivalent of Product Registrations in Japan for the use, manufacture, marketing, selling, distribution or commercialization of the Product, Current Product Improvement or Product Improvement in Japan; and (iv) the failure of the parties to consummate the transfer shall not be a basis for reduction of the Purchase Price or create any right of the Acquiror to seek damages, offset any amounts against the Purchase Price or seek any indemnification under the provisions of Article
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Related to Rights in Japan

  • Rights in Data If, in connection with the services performed under this Contract, Contractor or its employees, agents, or subcontractors, create artwork, audio recordings, blueprints, designs, diagrams, documentation, photographs, plans, reports, software, source code, specifications, surveys, system designs, video recordings, or any other original works of authorship, whether written or readable by machine (Deliverable Materials), all rights of Contractor or its subcontractors in the Deliverable Materials, including, but not limited to publication, and registration of copyrights, and trademarks in the Deliverable Materials, are the sole property of City. Contractor, including its employees, agents, and subcontractors, may not use any Deliverable Material for purposes unrelated to Contractor’s work on behalf of the City without prior written consent of City. Contractor may not publish or reproduce any Deliverable Materials, for purposes unrelated to Contractor’s work on behalf of the City, without the prior written consent of the City.

  • Rights in Work Product (a) I agree that all Work Product (as hereinafter defined) will be the sole property of SOHU. I agree that all Work Product that constitutes original works of authorship protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act and, therefore, the property of SOHU. I agree to waive, and hereby waive and irrevocably and exclusively assign to SOHU, all right, title and interest I may have in or to any other Work Product and, to the extent that such rights may not be waived or assigned, I agree not to assert such rights against SOHU or its licensees (and sublicensees), successors or assigns. (b) I agree to promptly disclose all Work Product to the appropriate individuals in SOHU as such Work Product is created in accordance with the requirements of my job and as directed by SOHU.

  • 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.

  • Rights to Intellectual Property This Data Agreement does not give Service Provider any rights, implied or otherwise, to CDI, data, content or intellectual property except as expressly stated in any underlying agreement between the parties. This includes but is not limited to the right to share, sell or trade CDI. The District acknowledges that this agreement does not convey any intellectual property right in any of Service Provider’s materials or content, including any revisions of derivative work or material. Service Provider-owned materials shall remain the property of the Service Provider. All rights, including copyright, trade secrets, patent and intellectual property rights shall remain the sole property of the Service Provider.

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

  • Background IP As between the Parties, each Party will retain all right, title and interest in and to all of its Background IP.

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

  • 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.

  • 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.

  • Foreground IP The following subparagraphs of this paragraph e shall not apply to any Services to the extent their development was funded by the U.S. Government. i. All IP conceived, developed, or first reduced to practice by, for, or with Seller, either alone or with others, in performance of this Contract (collectively, “Foreground IP”) shall be the exclusive property of Buyer. To the extent Foreground IP consists of works of authorship, such works shall be works made for hire with the copyrights vesting in Buyer. Seller hereby transfers, conveys, and assigns all right, title and interest in such Foreground IP free of charge to Buyer. Seller hereby irrevocably transfers, conveys, and assigns all right, title and interest in any other Foreground IP not considered a work made for hire free of charge to Buyer. Seller shall protect Foreground IP that is Proprietary Information and Materials as required by this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by Xxxxx in writing. ii. Seller will, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. Seller hereby irrevocably appoints Xxxxx and any of Buyer’s officers and agents as Xxxxxx’s attorney in fact to act on Xxxxxx’s behalf and instead of Seller, with the same legal force and effect as if executed by Xxxxxx, with respect to executing any such written instruments. iii. Buyer grants to Seller a non-exclusive, royalty-free right during the term of this Contract to use, reproduce, modify, practice and prepare derivative works of any Foreground IP solely as necessary for Seller to perform its obligations under this Contract, except that, notwithstanding the foregoing, Seller may use and disclose Proprietary Information and Materials as permitted under this Contract. Seller shall not, without Buyer’s prior written consent, use Foreground IP or such derivative works in any manner not authorized under this Contract, including, but not limited to, developing, manufacturing, obtaining a certification to manufacture, offering for sale or selling any product, equipment, or service which utilizes or is enabled by Foreground IP.

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