Supplier IP. The Customer shall not except to the extent expressly permitted under this Agreement:
2.5.1. attempt to modify, duplicate, create derivative works from, or distribute all or any portion of Supplier Platform (as applicable);
2.5.2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Supplier Platform;
2.5.3. access all or any part of the Supplier Platform in order to build a product or service which competes with the Supplier Platform;
2.5.4. use the Supplier Platform to provide services to third parties; or
2.5.5. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Supplier Platform available to any third party except the Authorised Users.
Supplier IP. (a) The Supplier will own all IP Rights in and to the Supplier Materials and any other IP Rights made available
Supplier IP. Rio Tinto and each Relevant Company acknowledge that Supplier remains the owner of all Supplier IP and that nothing in the Agreement prevents, limits or restricts Supplier’s subsequent use or exploitation of Supplier IP. Supplier grants to Rio Tinto and each Relevant Company a non-exclusive, transferable, royalty free, irrevocable and perpetual worldwide licence, including the right to sublicense, to use all Supplier IP included in the Supply for the purposes of or in connection with their business and Supplier agrees to procure same from any Subcontractor for the benefit of Rio Tinto and each Relevant Company.
Supplier IP. As between the parties, the Supplier will own all IP Rights in and to the Supplier Materials and any other IP Rights made available to Enatel by or on behalf of the Supplier (together Supplier IP). The Supplier grants Enatel a non-exclusive,
Supplier IP. (a) Ownership. As between the parties, Supplier owns all right, title, and interest in Supplier Technology.
Supplier IP. Supplier now grants to the City and its affiliates, successors, assigns, business partners, and sublicencees a non-exclusive, royalty-free licence to use any intellectual property developed and used by Supplier for the purposes of the PBS (individually and/or collectively the “Supplier IP”) to allow the City to, directly or indirectly create, develop, make, market, promote, distribute and sell goods and services, to operate and promote the PBS as may be determined by the City. Supplier will indemnify, defend, and hold harmless the City against any costs and expenses incurred by the City as a result of any claim or suit instituted against the City with respect to its use of the Supplier IP. In connection with any such claim or suit, Supplier will take full and sole responsibility for and control of (a) protecting the Supplier IP, (b) any and all resulting litigation, (c) any and all settlement, and (d) selection of counsel in connection with such claim or suit.
Supplier IP. Supplier will own the Supplier IP and any modifications, enhancements or derivations of Supplier IP, developed, in whole or in part, pursuant to this Agreement by or on behalf of Supplier or Supplier Agents.
Supplier IP. Supplier has, and shall retain, sole and exclusive rights of ownership in and to any Supplier IP, and Customer does not acquire any license or other right to Supplier IP except to the extent necessary for the limited purpose of using API manufactured and supplied under this Agreement to manufacture, market, offer for sale, sell, distribute, import and export (as well as any other reasonably foreseeable business activity) in the Territory finished dosage form pharmaceutical products that include API.
Supplier IP. Supplier shall provide the intellectual property necessary for each Party to perform under this Agreement including with respect to its technologies which are the subject of U.S. Patent Application Nos. 11/225,834, 11/674,921, and 11/674,940 (the “Supplier Patent Applications”), related know-how and trade secrets (collectively, the “Supplier IP”).
Supplier IP. (1) Except to the extent otherwise expressly provided in an applicable Statement of Work, or in a separate license agreement between the Parties, (a) to the extent Voya Group or any – Voya Confidential – 22 other Service Recipients require use of any Supplier IP in connection with the receipt of the Services, Supplier hereby grants Voya Group and such Service Recipients during the Term, solely for Voya Group and Service Recipients to receive the Services, a global, royalty-free, irrevocable, non-exclusive license to use such Supplier IP; and (b) such license shall extend to *** Voya Group or Service Recipients to the extent necessary for such services to be ***; provided, however, that *** confidentiality obligations similar to those of Voya hereunder.
(2) Except to the extent otherwise expressly provided in an applicable Statement of Work, or in a separate license agreement between the Parties, following the Term (and any Termination Assistance Period thereafter), to the extent Voya Group or any other Service Recipients reasonably require use of any Supplier IP in connection with performance or receipt of services that replace any of the Services, and such Supplier IP is not commercially available to licensees such as Voya Group, then Supplier hereby grants Voya Group and such Service Recipients a *** non-exclusive license to use such Supplier IP. Such license shall extend to *** Voya Group to the extent necessary for such services ***; provided, however, that *** confidentiality obligations similar to those of Voya hereunder. Upon Voya Group’s request, Supplier will support such Supplier IP after such termination or expiration, as follows: (a) if Supplier has a maintenance and support offering for such Supplier IP, then it shall make such offering available to Voya Group on commercially reasonable terms and pricing, and in no event shall such terms and pricing be more restrictive or unfavorable to Voya Group than offered by Supplier to similar entities in similar circumstances; or (b) if Supplier does not have such a maintenance and support offering, then Supplier shall either, at its option, provide such support as part of Termination Assistance, and thereafter at rates consistent with the rates in Schedule D and the applicable Statement of Work subject to appropriate “cost of living” adjustments over time or provide the source code for such Supplier IP.
