Agreement IP definition
Agreement IP has the meaning set forth in Section 4.1(b).
Agreement IP means Agreement Know-How and Agreement Patents.
Agreement IP means all Know-How, Patents and other intellectual property under the Control of a Party that was conceived, discovered, developed or otherwise made by or on behalf of a Party under or in connection with this Agreement, or by use of or reference to the other Party’s Background IP.
Examples of Agreement IP in a sentence
All Intellectual Property Rights created as a result of the performance of this Agreement ("IP Materials") shall vest in the Commissioner.
Hereinafter, the above-described Loan Agreement, IP Security Agreements, Cross Corporate Continuing Guaranty and Security Agreement and Representations and Warranties, together with all other documents securing repayment of the Indebtedness or otherwise executed in connection with the Loan Agreement shall be referred to as the "Existing Loan Documents".
New Guarantor shall provide such additional documents as required by Section 2.10 of Annex II of the Note, together with any and all schedules to the Note, Security Agreement, IP Security Agreement and any other Note Document so that such agreements, after giving effect to this Guarantor Joinder, as true and correct.
Notwithstanding anything to the contrary in this Agreement, IP RemainCo and Product SpinCo are the only members of their respective Group entitled to commence a dispute resolution procedure under this Agreement, and each of IP RemainCo and Product SpinCo will cause its respective Group members not to commence any dispute resolution procedure other than through such Party as provided in this Section 14.
IP agrees that in the performance of this Agreement, IP shall act as an independent contractor and all of its agents, and employees, and agents and employees of its subcontractors, shall be subject solely to the control, supervision and authority of IP.
More Definitions of Agreement IP
Agreement IP means the Licensed IP and the Assigned IP;
Agreement IP means, collectively, the Agreement Know-How and the Agreement Patent Rights. 1.12 “Agreement Know-How” means any and all Know-How that is first discovered, developed, generated, invented, derived, created, conceived or reduced to practice during the Term by or on behalf of one (1) or more Personnel of a Party (or any of its Affiliates, licensees, sublicensees or subcontractors), either alone or jointly with one (1) or more Personnel of the other Party (or any of its Affiliates, licensees, sublicensees or subcontractors), in each case, in the performance of activities under this Agreement, including the Existing Inventions and the New Arising Know-How. For clarity, for purposes of this definition solely, where “Party” is GSK it shall include ▇▇▇▇▇▇▇ as predecessor-in-interest to GSK. 1.13 “Agreement Patent Rights” means any and all Patent Rights that (a) have a priority date after the Original Effective Date, and (b) claim or otherwise disclose any Agreement Know-How. 1.14 “Alliance Manager” has the meaning set forth in Section 3.13. 1.15 “Amended Effective Date” has the meaning set forth in the preamble above. 1.16 “Anti-Corruption Laws” means the FCPA and related regulations in the United States, and equivalent anti-bribery laws and regulations under Applicable Laws in other jurisdictions. 1.17 “APA” has the meaning set forth in the recitals above. 1.18 “Applicable Laws” means the applicable provisions of any national, supranational, regional, state and local laws, treaties, statutes, rules, regulations, administrative codes, guidance, ordinances, judgments, decrees, directives, injunctions, orders, permits, of or from any court, arbitrator, Regulatory Authority, or Governmental Authority having jurisdiction over or related to the subject item, including GCP, GLP and GMP, as applicable. 1.19 “ARO-HBV” has the meaning set forth in Section 1.123(a). 1.20 “Arrowhead” has the meaning set forth in the preamble above. 1.21 “Arrowhead Agreement IP” means, collectively, the Arrowhead Agreement Patent Rights and the Arrowhead Agreement Know-How. 1.22 “Arrowhead Agreement Know-How” has the meaning set forth in Section 8.2.3(c). 1.23 “Arrowhead Agreement Patent Rights” has the meaning set forth in Section 8.2.3(d). 1.24 “Arrowhead Excluded Know-How” means, collectively, any and all Know-How that Arrowhead or any of its Affiliates comes to Control after the Amended Effective Date during the Term (including any New Arising Know-How that is Arrowhead Agreement
Agreement IP means all Intellectual Property Rights created, discovered or conceived of by the Service Provider Personnel and coming into existence pursuant to, as a result of, for the purpose of, or in connection with, the performance of the Services or performance of the Agreement;
Agreement IP means any ideas, improvements, discoveries, compositions, modifications, processes, technology, materials, know-how, data, inventions (whether or not patentable) and all intellectual property rights therein concerning the Buffered Soda Technology, [***]. Notwithstanding the foregoing, in the event that Purchaser undergoes a Change of Control, then Agreement IP shall not include or be deemed to include any intellectual property rights: (A) owned or controlled by the entity acquiring Purchaser (or acquiring Purchaser’s assets to which this Agreement relates, as applicable) (the “Acquirer”), or Acquirer’s Affiliates, prior to such Change of Control; or (B) thereafter developed by Acquirer or its Affiliates (i) under a product development program that existed prior to such Change of Control; (ii) without access to or reliance upon any Information exchanged or developed under this Agreement; and (iii) without the involvement of any current or former employee of Purchaser after such Change of Control, in each case, as demonstrated by documentation from Acquirer. In addition, Agreement IP shall not include Product Manufacturing IP. Subject to the licenses granted by each Party to the other in Section 4.3 below, it is understood that neither Party shall have any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign or otherwise exploit the Agreement IP, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the laws of any jurisdiction to require any such approval or accounting. As used in this Section 4.1, a “Change of Control” shall mean: (x) the closing of any transaction or series of related transactions (including, without limitation, any reorganization, merger or consolidation) involving Purchaser in which the stockholders of Purchaser immediately prior to such transaction or series of related transactions do not continue to own, or receive in such transaction or series of related transactions, at least fifty percent (50%) of the voting power of the continuing or surviving entity; or (y) the sale of all, or substantially all, of the assets of Purchaser related to this Agreement. [***] Confidential treatment has been requested for portions of this exhibit. These portions have been omitted from this exhibit and have been filed separately with the Securities and Exchange Commission.
Agreement IP has the meaning set out in Section 8.3(a).
Agreement IP means the Licensed IP and the Assigned IP; Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.
Agreement IP means, for each Project, the following: