Unauthorized Use of Materials Sample Clauses

Unauthorized Use of Materials. In the event that either Party uses the other Party’s Proprietary Materials for any purpose other than the purposes authorized herein, the results of such unauthorized research, and any discoveries or inventions that arise from such unauthorized research, whether patentable or not, shall belong solely and exclusively to the Party providing its Proprietary Materials. If required in order to perfect or enforce a Party’s ownership of such results, discoveries or inventions, each hereby assigns and agrees to assign to the other Party all of its right, title and interest in and to all such results, discoveries or inventions made through unauthorized research with the other Party’s Proprietary Materials. Each Party agrees to cooperate with the other Party, and to execute and deliver any and all documents that the providing Party reasonably deems necessary, to perfect and enforce its rights hereunder.
Sample 1Sample 2Sample 3
AutoNDA by SimpleDocs
Unauthorized Use of Materials. In the event that MacroGenics uses the Pfizer Proprietary Materials for any purpose other than the purposes authorized herein, the results of such unauthorized research, and any discoveries or inventions that arise from such unauthorized research, whether patentable or not, shall belong solely and exclusively to Pfizer. If required in order to perfect or enforce Pfizer’s rights to such results, discoveries or inventions, MacroGenics hereby assigns and agrees to assign to Pfizer all of its right, title and interest in and to all such results, discoveries or inventions. MacroGenics agrees to cooperate with Pfizer, and to execute and deliver any and all documents that Pfizer deems reasonably necessary, to perfect and enforce its rights hereunder. *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission.
Sample 1Sample 2Sample 3
Unauthorized Use of Materials. In the event that either Party uses the other Party’s Proprietary Materials for any purpose other than the purposes authorized herein, the results of such unauthorized research, and any discoveries or inventions that arise from such unauthorized research, whether patentable or not, shall belong solely and exclusively to the Party providing its Proprietary ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Materials. If required in order to perfect or enforce a Party’s ownership of such results, discoveries or inventions, each hereby assigns and agrees to assign to the other Party all of its right, title and interest in and to all such results, discoveries or inventions made through unauthorized research with the other Party’s Proprietary Materials. Each Party agrees to cooperate with the other Party, and to execute and deliver any and all documents that the providing Party reasonably deems necessary, to perfect and enforce its rights hereunder.
Sample 1Sample 2
Unauthorized Use of Materials. The furnishing of Materials under this Agreement will not constitute or be construed to constitute any grant, option or license to Institution under any patent or other intellectual property rights now or hereafter held by Amarantus, whether by implication, estoppel or otherwise, except to the extent necessary for Institution’s conduct of the Research in accordance with the terms of this Agreement. Amarantus provides the Materials and related information to Institution in reliance upon their agreement that the Materials and related Confidential Information are and shall remain the sole and exclusive property of Amarantus and will be used solely as described in Sections 3 and 5, respectively and in accordance with the terms of this Agreement. Any unauthorized use of the Materials or such Confidential Information will constitute a material breach of this Agreement.
Sample 1
Unauthorized Use of Materials. Notwithstanding anything in this Agreement to the contrary, any patentable inventions or discoveries made, derivative works, progeny, derivatives, variants, cellular material (such as proteins antibodies, nucleic acids, genes and the like, purified or unpurified) and fragments of the Research Materials created through unauthorized use of Research Materials by Licensee or any Third Party receiving Research Materials from Licensee shall be the exclusive property of Oncolytics, and Licensee shall, and shall procure that its Affiliates and such Third Party shall, upon Oncolytics’ request, take all reasonable steps requested by Oncolytics to perfect Oncolytics’ rights, title and interest in and to such patentable inventions, discoveries, derivative works, progeny, derivatives, variants, cellular material (such as proteins antibodies, nucleic acids, genes and the like, purified or unpurified) and fragments of the Research Materials.
Sample 1
Unauthorized Use of Materials. In the event that Trubion uses the Wyeth Materials for any purpose other than the purposes authorized herein, the results of such unauthorized use, and any discoveries or inventions that arise from any such unauthorized use, whether patentable or not, shall belong solely and exclusively to Wyeth. If required in order to perfect or enforce Wyeth’s rights to such discoveries or inventions, Trubion hereby assigns and agrees to assign to Wyeth all of its right, title and interest in and to all such discoveries or inventions. Trubion agrees to cooperate with Wyeth to execute and deliver any and all documents that Wyeth deems reasonably necessary to perfect and enforce its right hereunder.
Sample 1
Unauthorized Use of Materials. Subject to Our Privacy Policy, any communication or material (including any information, data, communications, software, photos, videos, graphics, music, sounds or any other materials that can be viewed on a website) that You transmit to Our Website, Our App or to Us, whether by email, post or other means, for any reason, will be treated as non-confidential and non-proprietary. While You retain any and all rights that You have in such communications or materials, You grant Us and Our agents and Affiliates a non-exclusive, fully-paid, perpetual and worldwide license and right to copy, distribute, display, perform, publish, translate, adapt, modify and otherwise use such communications or materials (including any such communications or materials submitted prior to the effective date of this Terms of Use Agreement) for any commercial or non-commercial purpose regardless of the form or medium (now known, not currently known or not yet devised) in which such communications or material are used. BY SUBMITTING SUCH COMMUNICATIONS OR MATERIALS AFTER THE EFFECTIVE DATE OF THIS TERMS OF USE AGREEMENT, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO GRANT THE ABOVE DESCRIBED RIGHTS TO US AND ARE NOT INFRINGING UPON ANY THIRD PARTY’S COPYRIGHT, TRADEMARK OR OTHER PROPERTY RIGHTS TO SUCH COMMUNICATIONS OR MATERIALS. IN REGARDS TO THE COMMUNICATIONS AND MATERIALS SUBMITTED BEFORE THE EFFECTIVE DATE OF THIS TERMS OF USE AGREEMENT, BY CONTINUING TO USE OUR WEBSITE AND/OR OUR APP, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO GRANT THE ABOVE DESCRIBED RIGHTS TO US AND ARE NOT INFRINGING UPON ANY THIRD PARTY’S COPYRIGHT, TRADEMARK OR OTHER PROPERTY RIGHTS TO SUCH COMMUNICATIONS OR MATERIALS. Please do not submit confidential and/or proprietary information to Us, unless We have mutually agreed in writing otherwise. We are also unable to accept Your unsolicited ideas or proposals, so please do not submit them to Us in any circumstance. We respect the intellectual property of others and We ask You to do the same. If You or any user of Our Website and/or Our App believes that its copyright, trademark or other property rights have been infringed upon by a posting on Our Website and/or Our App, You or the user should immediately send notification to Our Designated Agent (as identified in Section 10.h). To be effective, such notification must:
Sample 1
AutoNDA by SimpleDocs

Related to Unauthorized Use of Materials

  • Unauthorized Use Licensee, the Participating Institutions, or Authorized Users shall not knowingly permit anyone other than Authorized Users to access the Licensed Materials.

  • No Improper Use of Materials During his or her employment with the Company, Employee will not improperly use or disclose any Confidential Information or trade secrets, if any, of any former employer or any other person to whom Employee has an obligation of confidentiality, and Employee will not bring onto the premises of the Company any unpublished documents or any property belonging to any former employer or any other person to whom Employee has an obligation of confidentiality unless consented to in writing by that former employer or person.

  • No Unauthorized Use or Disclosure Executive agrees that he will not, at any time during or after Executive’s employment by Company, make any unauthorized disclosure of, and will prevent the removal from Company premises of, Confidential Information or Work Product of Company (or its affiliates), or make any use thereof, except in the carrying out of Executive’s responsibilities during the course of Executive’s employment with Company. Executive shall use commercially reasonable efforts to cause all persons or entities to whom any Confidential Information shall be disclosed by him hereunder to observe the terms and conditions set forth herein as though each such person or entity was bound hereby. Executive shall have no obligation hereunder to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by law; provided, however, that in the event disclosure is required by applicable law, Executive shall provide Company with prompt notice of such requirement prior to making any such disclosure, so that Company may seek an appropriate protective order. At the request of Company at any time, Executive agrees to deliver to Company all Confidential Information that he may possess or control. Executive agrees that all Confidential Information of Company (whether now or hereafter existing) conceived, discovered or made by him during the period of Executive’s employment by Company exclusively belongs to Company (and not to Executive), and Executive will promptly disclose such Confidential Information to Company and perform all actions reasonably requested by Company to establish and confirm such exclusive ownership. Affiliates of Company shall be third party beneficiaries of Executive’s obligations under this Article 6. As a result of Executive’s employment by Company, Executive may also from time to time have access to, or knowledge of, Confidential Information or Work Product of third parties, such as customers, suppliers, partners, joint venturers, and the like, of Company and its affiliates. Executive also agrees to preserve and protect the confidentiality of such third party Confidential Information and Work Product to the same extent, and on the same basis, as Company’s Confidential Information and Work Product.

  • Unauthorized Disclosure The Executive agrees and understands that in the Executive’s position with the Company, the Executive has been and will be exposed to and has and will receive information relating to the confidential affairs of the Company Group, including, without limitation, technical information, intellectual property, business and marketing plans, strategies, customer information, software, other information concerning the products, promotions, development, financing, expansion plans, business policies and practices of the Company Group and other forms of information considered by the Company Group to be confidential or in the nature of trade secrets (including, without limitation, ideas, research and development, know-how, formulas, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) (collectively, the “Confidential Information”). Confidential Information shall not include information that is generally known to the public or within the relevant trade or industry other than due to the Executive’s violation of this Section 4.1 or disclosure by a third party who is known by the Executive to owe the Company an obligation of confidentiality with respect to such information. The Executive agrees that at all times during the Executive’s employment with the Company and thereafter, the Executive shall not disclose such Confidential Information, either directly or indirectly, to any individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof (each a “Person”) without the prior written consent of the Company and shall not use or attempt to use any such information in any manner other than in connection with his employment with the Company, unless required by law to disclose such information, in which case the Executive shall provide the Company with written notice of such requirement as far in advance of such anticipated disclosure as possible. This confidentiality covenant has no temporal, geographical or territorial restriction. Upon termination of the Executive’s employment with the Company, the Executive shall promptly supply to the Company all property, keys, notes, memoranda, writings, lists, files, reports, customer lists, correspondence, tapes, disks, cards, surveys, maps, logs, machines, technical data and any other tangible product or document which has been produced by, received by or otherwise submitted to the Executive during or prior to the Executive’s employment with the Company, and any copies thereof in his (or reasonably capable of being reduced to his) possession; provided that nothing in this Employment Agreement or elsewhere shall prevent the Executive from retaining and utilizing: documents relating to his personal benefits, entitlements and obligations; documents relating to his personal tax obligations; his desk calendar, rolodex, and the like; and such other records and documents as may reasonably be approved by the Company.

  • Supply of Materials The following materials will be supplied by the department Name of Materials Rate. Place of delivery 1.

  • Authorized Use of Trademarks Any required consent and authorization has been obtained for the use of any trademark or service xxxx in any advertising and supplemental sales literature or other materials delivered by the Company to the Dealer Manager or approved by the Company for use by the Dealer Manager and, to the Company’s knowledge, its use does not constitute the unlicensed use of intellectual property.

  • Proprietary Materials Each of the Parties shall own its own intellectual property including without limitation all trade secrets, know-how, proprietary data, documents, and written materials in any format. Any materials created exclusively by IPS for the School shall be owned by IPS, and any materials created exclusively by Operator for the School shall be Operator’s proprietary material. The Parties acknowledge and agree that neither has any intellectual property interest or claims in the other Party’s proprietary materials. Notwithstanding the foregoing, materials and work product jointly created by the Parties shall be jointly owned by the Parties and may be used by the individual Party as may be agreed upon by both Parties from time to time.

  • Product Information EPIZYME recognizes that by reason of, inter alia, EISAI’s status as an exclusive licensee in the EISAI Territory under this Agreement, EISAI has an interest in EPIZYME’s retention in confidence of certain information of EPIZYME. Accordingly, until the end of all Royalty Term(s) in the EISAI Territory, EPIZYME shall keep confidential, and not publish or otherwise disclose, and not use for any purpose other than to fulfill EPIZYME’s obligations, or exercise EPIZYME’s rights, hereunder any EPIZYME Know-How Controlled by EPIZYME or EPIZYME Collaboration Know-How, in each case that are primarily applicable to EZH2 or EZH2 Compounds (the “Product Information”), except to the extent (a) the Product Information is in the public domain through no fault of EPIZYME, (b) such disclosure or use is expressly permitted under Section 9.3, or (c) such disclosure or use is otherwise expressly permitted by the terms and conditions of this Agreement. For purposes of Section 9.3, each Party shall be deemed to be both the Disclosing Party and the Receiving Party with respect to Product Information. For clarification, the disclosure by EPIZYME to EISAI of Product Information shall not cause such Product Information to cease to be subject to the provisions of this Section 9.2 with respect to the use and disclosure of such Confidential Information by EPIZYME. In the event this Agreement is terminated pursuant to Article 12, this Section 9.2 shall have no continuing force or effect, but the Product Information, to the extent disclosed by EPIZYME to EISAI hereunder, shall continue to be Confidential Information of EPIZYME, subject to the terms of Sections 9.1 and 9.3 for purposes of the surviving provisions of this Agreement. Each Party shall be responsible for compliance by its Affiliates, and its and its Affiliates’ respective officers, directors, employees and agents, with the provisions of Section 9.1 and this Section 9.2.

  • Licensed Software Computer program(s) provided by Contractor in connection with the Deliverables, subject to Section 14 of this Contract.

  • Technical Information The Employer agrees to provide to the Union such information that is available relating to employees in the bargaining unit, as may be required by the Union for collective bargaining purposes.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!