Controlled Intellectual Property definition
Examples of Controlled Intellectual Property in a sentence
For the avoidance of doubt, (a) TOTAL, its sublicensees and its and their respective Affiliates shall have no right, express or implied, with respect to the AMYRIS Background IP, AMYRIS Included IP, AMYRIS Tools IP, or MEV Pathway IP, except as expressly provided in this Agreement, and (b) AMYRIS, its sublicensees and its and their respective Affiliates shall have no right, express or implied, with respect to the TOTAL Controlled Intellectual Property except as expressly provided in this Agreement.
Each Party will have the first right, but not the obligation, at its sole expense, to control the settlement and licensing of such Party’s owned or Controlled Intellectual Property.
TGC hereby grants to IAVI a [*] license under any TGC Controlled Intellectual Property or product rights to any TGC Controlled anti-HIV Vaccine to Develop, Manufacture and/or Commercialize any TGC Controlled anti-HIV Vaccine [*] for the Developing World.
Any contractual obligations with such Third Party will be pre-approved by Adaptimmune to the extent they impose any obligations, liability, requirement for license under any Adaptimmune Controlled Intellectual Property Rights or restrictions on Adaptimmune’s use of any Results or on the performance of the Research Program.
The Company has not entered into any Contract (i) granting any Person the right to bring infringement actions with respect to, or otherwise to enforce rights with respect to, any of the Company Controlled Intellectual Property, or (ii) granting any Person the right to control the prosecution of any of the Company Controlled Intellectual Property except as set forth in Section 4.13(k) of the Company Disclosure Schedule.
All the rights associated with each item of Company Controlled Intellectual Property are valid and subsisting, and (ii) as of the Closing Date, in connection with such Company Controlled Intellectual Property, all necessary registration, maintenance and renewal fees will have been paid and all necessary documents and certificates will have been filed with the relevant Governmental Entities.
Controlled owns or licenses under valid agreements all Controlled Intellectual Property as is necessary to conduct the Controlled Business.
The Company has not assigned, transferred, conveyed, or granted any licenses (or options to any licenses) to Intellectual Property that would have been Company Controlled Intellectual Property, but for such assignment, transfer, conveyance, license or option grant.
No funding, facilities, or employee or independent contractor of any educational or research institution were used, directly or indirectly, to develop or create in whole or in part, any of the Company Controlled Intellectual Property, and no educational institution has any right to, or right to royalties for, or to impose any requirement on the manufacture or commercialization of any product incorporating, any Company Controlled Intellectual Property.
All Controlled Intellectual Property is free and clear of the claims of others and of all liens, security interests and encumbrances whatsoever.