TRANSFER OF OWNERSHIP AND GRANTING OF LICENSE ON RESULTS Sample Clauses

TRANSFER OF OWNERSHIP AND GRANTING OF LICENSE ON RESULTS. 6.3.1 Subject to Clauses 6.3.2 to 6.3.6 of this Consortium Agreement, each Beneficiary remains free to transfer its ownership rights in the Results it owns provided that this does not affect compliance with its obligations under the Grant Agreement and this Consortium Agreement. Such Beneficiary shall ensure that its obligations under the Grant Agreement and this Consortium Agreement with respect to such Results shall also apply to the new owner and that the latter has the obligation to pass them on in any subsequent transfer. 6.3.2 [OPTIONAL: include either OPTION 1 or OPTION 2 if relevant for the Action: OPTION 1: Beneficiaries may agree here that ownership of certain Results, once said Results have been generated, shall be transferred from the initial owning Beneficiary(-ies) to another Beneficiary. If so wished, the following wording is suggested: Notwithstanding Clause 6.1.1 of this Consortium Agreement, any [Describe specific Result sub-type] Results are initially owned by the Beneficiary(-ies) who generated such Results. However, immediately following generation of the [Describe specific Result sub-type] Results, each such owning Beneficiary automatically and in full transfers to the [Short name specific Beneficiary] any of its ownership rights, title and interest in the respective [Describe specific Result sub-type] Results. In consideration of this assignment of ownership upon creation, the following conditions as outlined below apply: [ ].] [OPTION 2: Beneficiaries may agree here that where Results have been generated by one or more Beneficiary(-ies) as a result of a cash contribution from another Beneficiary, these Results would be transferred to the cash funding Beneficiary: Results generated by Beneficiary(-ies) having received a cash contribution from another Beneficiary shall be initially owned by the Beneficiary(-ies) who generated such Results. However, immediately following generation of such Results, each such owning Beneficiary automatically and in full transfers to the cash contributing Beneficiary any of its ownership rights, title and interest in the respective Results. The cash contribution shall be the unique and full compensation for the transfer of such Results.] 6.3.3 [OPTIONAL: include in case any of the options above have been included. Except for any transfers pursuant to Clause 6.3.2 of this Consortium Agreement,] Subject to Clause 6.3.4 of this Consortium Agreement and unless agreed otherwise (in writing) for specifically-i...
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TRANSFER OF OWNERSHIP AND GRANTING OF LICENSE ON RESULTS. 7.3.1 Each Beneficiary remains free to transfer its ownership rights in Results. 7.3.2 Where a Beneficiary transfers ownership of Results, it must pass on its obligations specified under the Grant Agreement and the Consortium Agreement to the transferee. 7.3.3 Unless agreed otherwise (in writing) for specifically-identified Third Parties or unless impossible under applicable EU and national laws on mergers and acquisitions, a Beneficiary that intends to transfer ownership of Results must give at least forty-five (45) Days’ notice to the other Beneficiaries that still have (or still may request) Access Rights to the Results. This notification must include sufficient information on the new owner to enable any Beneficiary concerned to assess the effects on its Access Rights. Unless agreed otherwise (in writing), any other Beneficiary may object within thirty (30) Days of receiving the notification if it can show that the transfer would adversely affect its Access Rights. In this case, the transfer may not take place until an agreement has been reached between the Beneficiaries concerned. 7.3.4 Notwithstanding the above, a Beneficiary may, without the consent of the other Beneficiaries but provided that the other Beneficiaries are informed [within sixty (60) Days] from the date of transfer and that the transferee agrees in writing to be bound by the Grant Agreement and the Consortium Agreement, transfer its Results to any of the following: a) its Affiliated Entity, b) any purchaser of all or a substantial amount of its relevant assets, and c) any successor entity resulting from the merger with or consolidation of such a Beneficiary. 7.3.5 Provided that any Access Right to the Results can be exercised (requested and granted) and that any additional obligations under the Grant Agreement or the Consortium Agreement are complied with by the Beneficiary who owns Results, each Beneficiary may license its own Results to any legal entity as it deems fit.
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Related to TRANSFER OF OWNERSHIP AND GRANTING OF LICENSE ON RESULTS

  • Ownership and License 5.1 Unless otherwise specified in a SOW and except as provided in Section 5.2, Cisco is the sole and exclusive owner of all Deliverables and Supplier hereby irrevocably assigns and transfers to Cisco all of its worldwide right and title to, and interest in, the Deliverables, including all associated Intellectual Property Rights. 5.2 Unless otherwise specified in a SOW, each party owns all right, title, and interest in and to any of its Preexisting Materials. Supplier hereby grants Cisco a perpetual, irrevocable, worldwide, transferable, royalty-free, nonexclusive license, with the right to sublicense and authorize the granting of sublicenses, to use and reproduce Supplier's Preexisting Materials in the Deliverables to the extent necessary for Cisco’s exercise and exploitation of its rights in the Deliverables. 5.3 Unless otherwise specified in an SOW, Supplier will obtain and assign to Cisco a non- exclusive, royalty-free, worldwide, perpetual, irrevocable, transferable, sub-licensable license to use all Third Party Intellectual Property Rights incorporated into, required to use, or delivered with the Work. Supplier will deliver copies of the above releases and licenses to Cisco upon Xxxxx’s request.

  • Ownership and Licenses 54 Section 16.01 Property damage.....................................................................................................................55 Section 16.02 Risk of Loss.............................................................................................................................55 Section 16.03 Limitation of HHSC’s Liability..................................................................................................55 Section 17.01 Insurance Coverage................................................................................................................55 Section 17.02 Performance Bond..................................................................................................................57 Section 17.03 TDI Fidelity Bond.....................................................................................................................57

  • Ownership and License in Deliverables Unless otherwise specified in a specific Purchase Order concerning procurement of a SaaS product:

  • Transfer of License Notwithstanding the provisions of conditions 13.1 and 13.2, if Customer sells or transfers the Equipment in which the Software operates, Kodak shall offer to license the Software, and to provide services, to any bona fide end user (“Transferee”) pursuant to Kodak’s then current standard terms, conditions and fees, provided that the Transferee is not considered, in Kodak’s discretion, a competitor of Kodak or its parent, affiliates or subsidiaries. To the extent that the Software is licensed to a Transferee in accordance with this condition, Customer’s license to use the Software shall be deemed terminated. Kodak shall offer to provide de-installation services for the Customer and re-installation and certification for the Equipment and Software and services for the Transferee at Kodak’s then current applicable fees.

  • Ownership and Proprietary Rights Title, ownership rights and intellectual property rights to Software or to the Software and all patents, copyright, design rights, trade secrets and other proprietary rights in or related to the Software are and remain the exclusive property of Licensor and its suppliers. Licensee acknowledges such rights and will not take any action that jeopardizes such rights or acquire any rights except the limited use rights specified in this Agreement. The Software is protected by copyright and other intellectual property laws and international treaty provisions. The Licensee further acknowledges that in the course of its use of the Software, pursuant to the terms of this Agreement, that it may suggest modifications or improvements to the Software (“Modification(s)”). The Licensee expressly acknowledges the Licensor shall have the right to use these modifications and hereby grants the Licensor a non-exclusive, royalty-free, perpetual worldwide license to use or incorporate said Modification(s), in whole or in part, into the future development of any technology, including the Software. The Licensee expressly acknowledges that the Licensor is not obligated to provide the licensee with any form of compensation with respect to the use of the Modification(s).

  • Transfer of Licenses Lessee shall use reasonable efforts (i) to transfer to Lessor or Lessor’s nominee all licenses, operating permits and other governmental authorizations and all contracts, including contracts with governmental or quasi-governmental entities, that may be necessary for the operation of the Hotel (collectively, “Licenses”), or (ii) if such transfer is prohibited by law or Lessor otherwise elects, to cooperate with Lessor or Lessor’s nominee in connection with the processing by Lessor or Lessor’s nominee of any applications for, all Licenses; provided, in either case, that the costs and expenses of any such transfer or the processing of any such application shall be paid by Lessor or Lessor’s nominee.

  • Transfer of Materials To facilitate the conduct of activities under the Research Plan or an Additional Research Plan, as applicable, either Party (the “Transferor Party”) may, at its election, provide Materials to the other Party (the “Transferee Party”) solely as mutually agreed by the Parties or as set forth in the Research Plan or any Additional Research Plan. All such Materials (a) will remain the sole property of the Transferor Party, (b) will be used only in the exercise if the Transferee Party’s rights or fulfillment of the Transferee Party’s obligations under this Agreement, (c) except as provided in the Research Plan or Additional Research Plan or as otherwise agreed by the Parties, (i) will remain solely under the control of the Transferee Party, (ii) will not be used or delivered by the Transferee Party to or for the benefit of any Third Party, and (iii) will not be used in research or testing involving human subjects, and (d) will be subject to all additional restrictions and obligations that the Transferor Party has identified in a written notice to the Transferee Party as being necessary for the Transferor Party to comply with its obligations to Third Parties with respect to the applicable Material, which notice is provided at or prior to the delivery of such Materials to the Transferee Party. Without limitation to ARTICLE 7, all Materials supplied under this Section 2.1.9 are supplied “as is”, with no warranties of fitness for a particular purpose, and must be used with prudence and appropriate caution in any experimental work, as not all of their characteristics may be known. Following the completion of the activities for which the applicable Materials were supplied under this Section 2.1.9 or upon the Transferor Party’s earlier request, the Transferee Party will either destroy or return to the Transferor Party, at the Transferor Party’s sole discretion, all Materials provided by the Transferor Party that are unused; provided that Vertex will have the right to retain and continue to use any Materials provided by Company that Vertex has the right to Exploit under the license granted to Vertex pursuant to Section 4.1.1.

  • Ownership and Confidentiality of Records The Transfer Agent agrees that all records prepared or maintained by it relating to the services to be performed by it under the terms of this Agreement are the property of the Company and may be inspected by the Company or any person retained by the Company at reasonable times. The Company and Transfer Agent agree to protect the confidentiality of those records.

  • Ownership and Reuse of Documents All documents, data, reports, research, graphic presentation materials, etc., developed by Contractor as a part of its work under this Agreement, shall become the property of County upon completion of this Agreement, or in the event of termination or cancellation thereof, at the time of payment under Section 3 for work performed. Contractor shall promptly furnish all such data and material to County on request.

  • Ownership and Intellectual Property (a) The GLO shall own, and Developer hereby irrevocably assigns to the GLO, all ownership rights, titles, and interests in and to all Intellectual Property acquired or developed by Developer pursuant to this Contract (including, without limitation, all Intellectual Property in and to reports, drafts of reports, data, drawings, computer programs and codes, and/or any other information or materials acquired or developed by Developer under this Contract). The GLO shall have the right to obtain and hold in its name any and all patents, copyrights, trademarks, service marks, registrations, or such other protections, including extensions and renewals thereof, as may be appropriate to the subject matter. (b) Developer must give the GLO, the State of Texas, and any person designated by the GLO or the State of Texas all assistance and execute such documents as required to perfect the rights granted to the GLO herein, without any charge or expense beyond the stated amount payable to Developer for the services authorized under this Contract.

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