Foundation Background Intellectual Property definition

Foundation Background Intellectual Property means (i) all Intellectual Property (including Intellectual Property relating to any Foundation Provided Materials) (A) owned or licensed by the Foundation as of the Effective Date or (B) acquired or licensed by the Foundation from a third party (but excluding Isis) after the Effective Date; (ii) all Intellectual Property conceived, discovered, invented, made or first reduced to practice by, or on behalf of, the Foundation after the Effective Date (other than in the course of Isis' conduct of the Project); and (iii) all improvements, variations, modifications or enhancements of the Intellectual Property described in (i) and (ii) above conceived, discovered, invented, made or first reduced to practice by, or on behalf of, the Foundation after the Effective Date (including any such improvements, variations, modifications or enhancements conceived, discovered, invented, made or first reduced to practice by, or on behalf of, Isis in the course of Isis' conduct of the Project).
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Foundation Background Intellectual Property means (i) all Intellectual Property (including Intellectual Property relating to any Foundation Provided Materials) (A) owned by, or licensed to, the Foundation as of the Effective Date or (B) acquired by, or licensed to, the Foundation from a Third Party after the Effective Date; (ii) all Intellectual Property conceived, discovered, invented, made or first reduced to practice by, or on behalf of, the Foundation after the Effective Date outside the Foundation's exercise of its rights and performance of its obligations under this Agreement; and (iii) all Intellectual Property conceived, discovered, invented, made or first reduced to practice pursuant to the Project, regardless of inventorship, the practice of which by a Third Party would (absent ownership or a license) infringe the Foundation Background Intellectual Property described in clauses (i) or (ii) of this definition. [PRIOR TO DISTRIBUTION OF AGREEMENT CONSIDER IF MODIFICATIONS ARE NEEDED TO COMPANY BACKGROUND IP, FOUNDATION BACKGROUND IP AND PROJECT IP DEFINITIONS TO ACCOUNT FOR NATURE OF COMPANY'S PLATFORM IP AND SPECIFICS OF THE PROJECT (EG, DELETION OF CLAUSE (III) IN CASES WHERE THE COMPANY HOLDS SUBSTANTIAL BLOCKING IP IN THE AREA IN WHICH THE PROJECT WILL BE CONDUCTED]
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Foundation Background Intellectual Property means (i) all Intellectual Property (including Intellectual Property relating to any Foundation Provided Materials but excluding the Acquirer Intellectual Property of any Acquirer of the Foundation) (A) owned by, or licensed to, the Foundation or any of its Affiliates as of the Original Effective Date or (B) acquired by, or licensed to, the Foundation or any of its Affiliates from a Third Party after the Original Effective Date and (ii) all Intellectual Property conceived, discovered, invented, made or first reduced to practice by, or on behalf of, the Foundation or any of its Affiliates after the Original Effective Date (other than (X) in the course of Isis’ conduct of the Project or (Y) under the 2007 Research Agreement).
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Examples of Foundation Background Intellectual Property in a sentence

  • Evotec shall have no ownership or other interest in any Foundation Background Intellectual Property.

  • As between the Foundation and Evotec, the Foundation shall own all Foundation Background Intellectual Property.

  • Evotec hereby agrees that all Foundation Provided Compound Information, Foundation Provided Methods and Processes, Foundation Provided Material Information, Foundation Provided Services Information, Foundation Background Intellectual Property, Services Intellectual Property, Services Results and Project Reports shall be deemed Confidential Information of the Foundation and treated as Confidential Information by Evotec in accordance with the terms of this Section 11.

  • For clarity, this Section 8(c)(i) will apply to (A) all Project Intellectual Property and (B) all Company Background Intellectual Property and Foundation Background Intellectual Property that was conceived, discovered, invented, made or first reduced to practice in the course of the performance of the Research in the conduct of the Project.

  • Except as expressly set forth in this Agreement, Isis will have no ownership or other interest in any Foundation Background Intellectual Property.

  • As between the Foundation and Isis, the Foundation will solely own all Foundation Background Intellectual Property.

  • Isis agrees that all Foundation Provided Material Information and Foundation Background Intellectual Property will be deemed Confidential Information of the Foundation (the foregoing, together with such additional information disclosed by the Foundation in accordance with clause (i) of the first sentence of Section 1(p) of this Agreement (except to the extent that any such information constitutes Project Intellectual Property or Project Results), the “Foundation Confidential Information”).

  • Except as expressly set forth in this Agreement, the Company shall have no ownership or other interest in any Foundation Background Intellectual Property.

  • The Company agrees that all Foundation Provided Material Information and Foundation Background Intellectual Property shall be deemed Confidential Information of the Foundation (the foregoing, together with such additional information disclosed by the Foundation in accordance with Section 1(h) [CONFIRM SECTION CROSS REF] of this Agreement (except to the extent that any such information constitutes Project Intellectual Property or Project Results), the "Foundation Confidential Information").

  • The Company assigns to the Foundation all of Company's right, title and interest in, to and under the Foundation Background Intellectual Property.


More Definitions of Foundation Background Intellectual Property

Foundation Background Intellectual Property means (i) all Intellectual Property (including Intellectual Property relating to any Foundation Provided Materials) (A) owned or licensed by the Foundation as of the Original Effective Date or (B) acquired or licensed by the Foundation from a third party (other than Evotec) after the Original Effective Date; (ii) all Intellectual Property conceived, discovered, invented, made or first reduced to practice by, or on behalf of, the Foundation after the Original Effective Date (other than in the course of Evotec’s performance of the Services); and (iii) all improvements, variations, modifications or enhancements of the Intellectual Property described in (i) and (ii) above conceived, discovered, invented, made or first reduced to practice by, or on behalf of, the Foundation after the Original Effective Date (including any such improvements, variations, modifications or enhancements conceived, discovered, invented, made or first reduced to practice by, or on behalf of, Evotec in the course of Evotec’s performance of the Services).
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Related to Foundation Background Intellectual Property

  • Background Intellectual Property means all Intellectual Property introduced and required by either Party to give effect to their obligations under this Agreement owned in whole or in part by or licensed to either Party or their affiliates prior to the Commencement Date or developed after the Commencement Date otherwise pursuant to this Agreement;

  • Foreground Intellectual Property means all Intellectual Property developed by either Party pursuant to this Agreement;

  • Background Intellectual Property Rights means all Intellectual Property Rights owned, controlled, obtained, or licensed by a Party at any time prior to or after the term of this Agreement, or arising from development of Technology created independently of this Agreement.

  • Background IPR means any Intellectual Property Rights (other than Project IPR) belonging to either party before the Commencement Date or not created in the course of or in connection with the Project;

  • Licensed Intellectual Property means all Intellectual Property in which the Company holds any rights or interests granted by other Persons, including Seller or any of its Affiliates.

  • Background IP means all IP and IP Rights owned or controlled by Seller prior to the effective date or outside the scope of this Contract.

  • Registered Intellectual Property Rights means all Intellectual Property Rights that are the subject of an application, certificate, filing, registration, or other document issued by, filed with, or recorded by, any Governmental Authority in any jurisdiction.

  • Licensed Intellectual Property Rights means any Intellectual Property Rights owned by a third party that a Person has a right to use, exploit or practice by virtue of a license grant, immunity from Legal Action or otherwise.

  • Background Invention means an Invention conceived and first actually reduced to practice before the Effective Date.

  • Owned Intellectual Property Rights means all Intellectual Property Rights owned or purported to be owned by the Company or any of its Subsidiaries.

  • Company Licensed Intellectual Property means Intellectual Property Rights owned by any Person (other than a Group Company) that is licensed to any Group Company.

  • New Intellectual Property means any Intellectual Property that arises out of, or is created in the course of, the performance of the Contract.

  • Owned Intellectual Property means all Intellectual Property owned or purported to be owned by the Company or any of its Subsidiaries.

  • Company Intellectual Property Rights means the Intellectual Property owned or used by the Company or any Company Subsidiary.

  • Scheduled Intellectual Property has the meaning set forth in Section 4.15(a).

  • Transferred Intellectual Property Rights means (a) the Transferred Patents, (b) the Transferred Copyrights, (c) the Transferred Internet Properties, (d) the Transferred Industrial Designs, (e) The Transferred Database Rights,(f) the Transferred Mask Work Rights, (g) the Transferred Trade Secrets, and (h) the Transferred Trademarks.

  • Company Intellectual Property means all Intellectual Property that is owned or held for use by the Company.

  • Registered Intellectual Property means all Intellectual Property that is the subject of an application, certificate, filing, registration or other document issued, filed with, or recorded by any private, state, government or other legal authority.

  • Intellectual Property License Agreement means the intellectual property license agreement substantially in the form attached as Exhibit B to the Contribution and Distribution Agreement.

  • Background Technology means all Software, data, know-how, ideas, methodologies, specifications, and other technology in which Contractor owns such Intellectual Property Rights as are necessary for Contractor to grant the rights and licenses set forth in Section 14.1, and for the State (including its licensees, successors and assigns) to exercise such rights and licenses, without violating any right of any Third Party or any Law or incurring any payment obligation to any Third Party. Background Technology must: (a) be identified as Background Technology in the Statement of Work; and (b) have been developed or otherwise acquired by Contractor prior to the date of the Statement of Work, or have been developed by Contractor outside of its performance under the Statement of Work. Background Technology will also include any general consulting tool or methodology created by Contractor, which will not be required to be identified in the Statement of Work.

  • Intellectual Property (IP) means all copyright, rights in relation to inventions (including patent rights and unpatented technologies), plant varieties, registered and unregistered trademarks (including service marks), registered designs, confidential information (including trade secrets and know-how), mask-works and integrated circuit layouts, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields;

  • Joint Intellectual Property Rights means any work under the Subcontract, which:

  • Intellectual Property the collective reference to all rights, priorities and privileges relating to intellectual property, whether arising under United States, multinational or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology, know-how and processes, and all rights to xxx at law or in equity for any infringement or other impairment thereof, including the right to receive all proceeds and damages therefrom.

  • Joint Intellectual Property means, collectively, Joint Know-How and Joint Patents.

  • Third Party Intellectual Property Rights means any Intellectual Property owned by a third party.

  • Registered Company Intellectual Property means all patents, patent applications, registered copyrights, applications to register copyrights, registered marks (including trademarks, service marks, and trade dress, to the extent registered), applications to register marks and registered domain names that are owned by the Company or any of its Subsidiaries.