Background IP. All Graphite information, Graphite Materials, Graphite Know-How, and Graphite Intellectual Property Rights provided to WuXi ATU by and/or on behalf of Graphite in connection with this Agreement, in any form whatsoever shall remain the sole and exclusive property of Graphite (the “Graphite Property”). WuXi ATU shall not acquire any right, title or interest in the Graphite Property as a result of its performance of the Services. Any and all intellectual property and information, including WuXi ATU Intellectual Property Rights, WuXi ATU Confidential Information, and WuXi ATU Know-How whether tangible or intangible, which was in WuXi ATU's possession prior to the Effective Date or which is later generated or acquired by WuXi ATU outside the scope of the Services or other activities under this Agreement (collectively, the “WuXi ATU Property”), shall be the sole and exclusive property of WuXi ATU.
Background IP. Except as expressly set forth herein, as between the Parties, each Party is and shall remain the owner of all of its Background IP that it owns as of the Effective Date or that it develops or acquires thereafter pursuant to activities independent of this Agreement.
Joint IP. The Parties shall jointly own all Know-How, including Inventions, and intellectual property rights therein that arise under the Agreement and are not otherwise allocated to be owned solely by one party pursuant to [Section 8.1.2], [Section 8.1.3], or [Section 8.1.4] (“Joint IP”), including any Patent Rights with respect thereto (“Joint Invention Patents”) and the right to pursue the same therein. Subject to the licenses and obligations set forth in this Agreement, each Party has the right to practice, license, sublicense, assign, transfer and otherwise exploit such Party’s interest in the Joint IP (including Joint Invention Patents) for any and all purposes on a worldwide basis without restriction, and without the consent of and without a duty of accounting to the other Party. Each Party will grant and hereby does grant all permissions, consents and waivers with respect to, and all licenses under, such Party’s interest in the Joint IP, throughout the world, necessary to provide the other Party with the foregoing rights. For those countries where a specific license is required for a joint owner of a Joint IP to practice such Joint IP in such countries, each Party hereby grants to the other Party a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under the granting Party’s right, title and interest in and to all Joint IP to practice such Inventions.
Supplier's IP. All intellectual property rights arising from or in relation to the Hemp Extracts, its manufacture or production, and any other property furnished to the Buyer by the Supplier, shall be # the property of the Supplier, and # can only be used within the scope of the license provided by the Supplier to the Buyer under the terms of this Agreement.
IP Contracts. [Schedule 2.19(c)] of the Company Schedules lists each Company Contract # under which the Company or any of its Subsidiaries uses or licenses Intellectual Property Rights that any third-party owns, other than off-the-shelf software (the “Inbound IP Contracts”) and # under which the Company or any Subsidiary has granted to any Person any right or interest in any Company Intellectual Property, including settlement agreements and covenants not to sue (the “Outbound IP Contracts”, and together with the Inbound IP Contracts, the “IP Contracts”). Except as set forth in [Schedule 2.19(c)] of the Company Schedules, neither the Company nor any Subsidiary is (and with the passage of time, the giving of notice or both, will be) required or
Company IP. Except as set forth on [Schedule 2.19(d)] of the Company Schedules, the Company Intellectual Property includes all of the Intellectual Property Rights used by the Company and each Subsidiary to conduct its business and, to the Company’s knowledge, includes all of the Intellectual Property Rights used by the Company or any Subsidiary to conduct its business in the manner proposed to be conducted (including the research, manufacturing, licensing, marketing, importation, sale, offer for sale or use and future research, manufacturing, licensing, marketing, importation, sale, offer for sale or use, of any Company Product in development). Except as set forth on [Schedule 2.19(d)] of the Company Schedules, the Company or a Subsidiary # is the sole and exclusive owner of all right, title and interest in and to or # has valid, exclusive and continuing rights to develop, manufacture, license, sublicense, market, import, sell, offer or use as the case may be, the Company Intellectual Property, in each case, free and clear of all Liens (other than Permitted Liens). No Company Intellectual Property is subject to # any judicial or administrative action, suit, litigation, arbitration, proceeding, Company Contract, or order of a Governmental Entity that restricts the use, transfer or licensing thereof by the Company or its Subsidiaries (other than restrictions contained in the IP Contracts disclosed in [Schedule 2.19(c)] of the Company Schedules), or # which may affect the validity, use or enforceability of such Company Intellectual Property.
Registered IP. Part (b) of the Disclosure Schedule identifies as of the date of this Agreement: # each item of Registered IP; # the jurisdiction in which such item of Registered IP has been registered or filed and the applicable registration or serial number; and # any Person, other than the Seller
Background IP. As between the Parties, shall have exclusive ownership of s Background IP, and shall have exclusive ownership of s Background IP.
Any and all Project IP, other than mask work rights, that falls within the Field of Use, whether solely or jointly developed, shall be owned solely by ( Owned IP). hereby assigns to all of the Project IP developed or co-developed by pursuant to this Project Statement that falls within the Field of Use.
Each Party acknowledges and agrees that neither Party shall, during the Term and thereafter: # acquire any ownership interest in any of the other Party’s IP Rights as described in [Section 7.1]; # take any action that interferes with any of the other Party’s IP Rights as described in [Section 7.1], including such other Party’s ownership or exercise thereof; # challenge any right, title, or interest of the other Party in or to its IP Rights as described in [Section 7.1]; or # make any claim or take any action adverse to the other Party’s ownership of its IP Rights as described in [Section 7.1].
Each Party shall, during the Term and thereafter: # use the other Party’s IP Rights only in accordance with this Agreement and any instructions of the Party owning such IP Rights; and # safeguard the other Party’s IP (including, in the case of Avail, any Licensed Data), including all copies thereof, from infringement, misappropriation, theft, misuse, or unauthorized access.
Except as otherwise provided in [Section 12.2(a)] or [Section 12.2(a)], ownership of any Program IP created or conceived solely by or on behalf of a Party will be solely owned by such Party (together with rights owned by such Party pursuant to [Section 12.2(a)] or [Section 12.2(a)], rights described in this [Section 12.2(c)] are referred to herein as Sole Program IP for each Party), and if created or conceived jointly by or on behalf of the Parties will be jointly owned by the Parties (referred to herein as Joint Program IP). For clarity, Unum Core IP and SGI Core IP are not within the definition of Sole Program IP or Joint Program IP. Any Unum Core IP, or Sole Program IP or Joint Program IP in which Unum has an ownership interest will be Unum Program IP, and any SGI Core IP, or Sole Program IP or Joint Program IP in which SGI has an ownership interest, will be SGI Program IP, in each case regardless of any inventive contribution made by either Party, its Affiliates or subcontractors and their respective employees, consultants, contractors and agents.
The Company shall be responsible for all IP Expenses associated with such IP Applications. The Company shall further reimburse NTU for all IP Expenses for such IP Applications that may have been incurred by NTU before the effective date of the grant of the exclusive commercialisation rights to the Company; and
Except as set forth on [Schedule 3.13(a)], the Group Companies own and have good and marketable title to, license or, to the Company’s knowledge, otherwise have an enforceable right to use, free and clear of all Liens except for Permitted Liens, the material Intellectual Property Rights used in the conduct of the business of the Group Companies as currently conducted or as proposed to be conducted (collectively, the “IP Rights”). The IP Rights collectively constitute all of the material Intellectual Property Rights necessary for the conduct of the business of the Group Companies as currently conducted or as proposed to be conducted. For clarity, nothing in this [Section 3.13(a)] is a representation with respect to the infringement, misappropriation or violation of Intellectual Property rights owned by third parties, which matters are addressed exclusively in [Section 3.11(b)]. All IP Rights owned by any of the Group Companies (the “Owned IP Rights”) are subsisting and, to the Company’s knowledge, valid and enforceable. [Schedule 3.13(a)] sets forth a true and complete list of # issued patents and other registrations of Owned IP Rights and # patent applications and other applications for the registration of Owned IP Rights.
The Distributor shall not put or retain the Trademarks in the Distributor’s own name or any business name;
Retention of Intellectual Property Rights. JUPITER acknowledges that AB is the owner of all IP. AB shall retain all right, title and interest in and to IP.
“IP Rights” has the meaning specified in [Section 5.15].
the Neuren IP is valid, subsisting and in full force and effect and, to Neuren’s knowledge, is enforceable and Neuren has not misappropriated any rights of Third Parties with respect to the Neuren IP;
The Technology shall be included in the Caribou IP (as defined in the License Agreement) and subject to the rights and licenses granted to under the Caribou IP pursuant to the License Agreement.
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