Partner Intellectual Property definition
Examples of Partner Intellectual Property in a sentence
Any work product created by the Avalara Professional Services (including any Inventions used or developed by Avalara or its subcontractors in connection with the Avalara Professional Services) will be Avalara’s Intellectual Property only to the extent that the work product does not incorporate (A) any Partner Intellectual Property or Partner Technology or (B) any works-made-for-hire that Avalara creates for Partner’s exclusive use.
None of the Merger Partner Intellectual Property is subject to any orders, decrees or injunctions.
Merger Partner has made available copies of all correspondence, analyses, legal opinions, complaints, claims, notices or threats prepared or received by Merger Partner concerning the infringement, violation or misappropriation of any Merger Partner Intellectual Property.
To the knowledge of Merger Partner, no other person or entity is infringing, violating or misappropriating any of the Merger Partner Intellectual Property or Merger Partner Third Party Intellectual Property, except for infringements, violations or misappropriations that, individually or in the aggregate, are not reasonably likely to have a Merger Partner Material Adverse Effect.
INTELLECTUAL PROPERTY The Partner acknowledges and agrees that the Students own all right, title and interest in and to Project Intellectual Property; The Students acknowledge and agree that the Partner owns all right, title and interest in and to Partner Intellectual Property; and The Students will promptly notify the Partner of any Project Intellectual Property.
TRP will at Charity Partner’s request give all reasonable co-operation to Charity Partner (including the provision of documentation and making relevant personnel available) in any action, claim or proceedings brought or threatened in respect of the Charity Partner Intellectual Property Rights and Charity Partner will be responsible for TRP’s reasonable costs in connection with this co-operation.
TRP shall not do, or omit to do, or permit to be done, any act which will or may weaken, damage or be detrimental to the Charity Partner Intellectual Property Rights or the reputation or goodwill associated with the Charity Partner Intellectual Property Rights or which may invalidate or jeopardise any registration of the Charity Partner Intellectual Property Rights.
Partner hereby grants and causes its Affiliates to grant to Amgen and its Affiliates a [*], fully-paid, royalty-free license to Partner Intellectual Property and Program Intellectual Property solely (i) to the extent necessary to conduct the Designated Amgen Activities and (ii) to exercise and perform Amgen’s other rights and obligations under the terms of this Agreement.
Section 3.10(b)(i) of the Merger Partner Disclosure Schedule sets forth a complete and accurate list of Merger Partner Intellectual Property (other than unregistered copyrights, trade secrets and confidential information) and Section 3.10(b)(ii) sets forth a complete and accurate list of all Merger Partner Third Party Intellectual Property.
Partner Intellectual Property specifically excludes Program Intellectual Property.