Common use of Title Does Not Pass; Right and License Clause in Contracts

Title Does Not Pass; Right and License. Notwithstanding any other provision of this Agreement, title to any Software, Inventions and other proprietary intellectual property of IRORI adapted or incorporated into the System, Updates (as such term is defined herein) or Enhancements (collectively, the "IRORI Intellectual Property") shall not pass to RPR. Instead, to the extent necessary, IRORI hereby grants RPR (effective upon the Acceptance Date with respect to each System) a non-exclusive, paid-up worldwide right and license during the term of this Agreement under the IRORI Intellectual Property to operate each respective System purchased pursuant to this Agreement and exercise its rights under this Agreement (collectively, the "Right and License"). RPR shall not have the right to sublicense the Right and License without the prior written consent of IRORI. RPR shall not have the right to assign the Right and License except in connection with an assignment of all of RPR's rights and obligations under this Agreement pursuant to, and in compliance with, Section 14.3.

Appears in 2 contracts

Samples: Strategic Alliance Agreement (Discovery Partners International Inc), Strategic Alliance Agreement (Discovery Partners International Inc)

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Title Does Not Pass; Right and License. Notwithstanding any other provision of this Agreement, title to any Software, Inventions and other proprietary intellectual property of IRORI adapted or incorporated into the System, Updates (as such term is defined herein) or Enhancements (collectively, the "IRORI Intellectual Propertyproperty") shall not pass to RPRBMS. Instead, to the extent necessary, IRORI hereby grants RPR BMS (effective upon the Acceptance Date with respect to each System) a non-exclusive, paid-up worldwide right and license during the term of this Agreement under the IRORI Intellectual Property to operate each respective System purchased pursuant to this Agreement and exercise its rights under this Agreement (collectively, the "Right and License"). RPR BMS shall not have the right to sublicense the Right and License without the prior written consent of IRORI. RPR BMS shall not have the right to assign the Right and License except in connection with an assignment of all of RPR's rights and obligations under this Agreement pursuant to, and in compliance with, Section 14.3.and

Appears in 1 contract

Samples: Strategic Alliance Agreement (Discovery Partners International Inc)

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Title Does Not Pass; Right and License. Notwithstanding any other provision of this Agreement, title to any Software, Inventions and other proprietary intellectual property of IRORI adapted or incorporated into the System, Updates (as such term is defined herein) or Enhancements (collectively, the "IRORI Intellectual Propertyproperty") shall not pass to RPRBMS. Instead, to the extent necessary, IRORI hereby grants RPR BMS (effective upon the Acceptance Date with respect to each System) a non-exclusive, paid-up worldwide right and license during the term of this Agreement under the IRORI Intellectual Property to operate each respective System purchased pursuant to this Agreement and exercise its rights under this Agreement (collectively, the "Right and License"). RPR BMS shall not have the right to sublicense the Right and License without the prior written consent of IRORI. RPR BMS shall not have the right to assign the Right and License except in connection *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with an assignment of all of RPR's rights and obligations under this Agreement pursuant to, and in compliance with, Section 14.3.the Commission

Appears in 1 contract

Samples: Strategic Alliance Agreement (Discovery Partners International Inc)

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