1Ownership Sample Clauses
1Ownership. HCA shall retain title to all property furnished by HCA to Contractor under this Contract. Title to all property furnished by Contractor, for the cost of which the Contractor is entitled to reimbursement as a direct item of cost under this Contract, excluding intellectual property provided by Contractor, shall pass to and vest in HCA upon delivery of such property by Contractor. Title to other property, the cost of which is reimbursable to Contractor under this Contract, shall pass to and vest in HCA upon (i) issuance for use of such property in the performance of this Contract, (ii) commencement of use of such property in the performance of this Contract, or (iii) reimbursement of the cost thereof by HCA, in whole or in part, whichever occurs first.
1Ownership. Inventorship of Arising Know-How and all intellectual property rights therein shall be determined in accordance with principles of inventorship for Patent Rights and other intellectual property under US law, and ownership shall follow inventorship.
1Ownership. FivePrime will own and, to the extent permissible under applicable law, Consultant hereby assigns to FivePrime all right, title, and interest in and to all inventions, discoveries, innovations, improvements, trade secrets, works of authorship, products or processes, whether or not patentable, that are discovered, conceived, made, developed, reduced to practice, learned or fixed in a tangible medium of expression by Consultant in the performance of the Services (collectively, “Innovations”), including all copyrights, trademark rights, trade secret rights, inventions, patent rights and design rights, whether registered or unregistered, and including any application for registration for any of the foregoing, and any rights of similar nature or effect existing anywhere in the world (collectively, “IP Rights”). Consultant shall provide FivePrime with prompt notice of all Innovations. Consultant agrees that all materials, reports, information, data, findings, results, conclusions, items and recommendations that Consultant delivers to FivePrime in the performance of Services (“Deliverables”) and Innovations will become the property of FivePrime when discovered, conceived, made, developed, reduced to practice, learned or fixed in a tangible medium of expression, and FivePrime will own all right, title and interest in and to all such Deliverables and Innovations, including all IP Rights, whether or not delivered to FivePrime. If any part of the Services, Deliverables, or rights assigned to FivePrime hereunder cannot be reasonably and fully made, used, reproduced, distributed or otherwise exploited without using or violating technology or intellectual property rights owned by Consultant (or any person involved in performance of the Services) and not assigned hereunder, Consultant hereby grants FivePrime and its successors a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of FivePrime’s exercise or exploitation of the Services, Deliverables, and any assigned rights (including any modifications, improvements, and derivatives of any of them). To the extent permitted by applicable law, Consultant irrevocably waives all artist’s or moral rights associated with Innovations and Deliverables. For clarity, the Deliverables, Innovations, and IP Rights constitute Confidential Information of FivePrime.
1Ownership. 17.1. 1The Recipient shall own the rights to any and all Intellectual Property Rights arising out of or in connection with this Agreement, including, but not limited to, all Foreground IPR.
17.1. 2Each party shall own its respective Residual IPR and Input IPR.
17.1. 3The Recipient hereby grants to the Grantor a non-exclusive, royalty-free, worldwide licence to use and modify the Recipient’s Input IPR to the extent necessary to use the Foreground IPR.
1Ownership. Notwithstanding any right or claim the parties may have had but for this Agreement, Project IP will be owned by the parties as tenants in common in proportion to their respective contributions to the development or creation of that Project IP (including, without limitation, Contributions and inventorship) as agreed by the owning parties prior to the date of first Commercialisation of that Project IP. Any difference or disagreement between the parties in relation to this clause will be finally determined by an independent expert in accordance with clause 10.1(e).
1Ownership. (a) Subject to the License granted herein, Theriva shall at all times own and retain all right, title, and interest in and to the Licensed IP and to all existing intellectual property owned by Theriva as of the Effective Date. Rasayana shall own all right, title, and interest in and to any existing intellectual property owned by ▇▇▇▇▇▇▇▇ as of the Effective Date (the “Rasayana Existing IP”). As between the Parties, all right, title and interest to inventions and other subject matter made solely by or on behalf of Theriva in the course of conducting activities under this Agreement and all intellectual property rights therein, including patents claiming the same, shall be solely owned by Theriva. As between the Parties, all right, title and interest to inventions and other subject matter made solely by or on behalf of ▇▇▇▇▇▇▇▇ in the course of conducting activities under this Agreement and all intellectual property rights therein, including Patents claiming the same, shall be solely owned by ▇▇▇▇▇▇▇▇ (the “Rasayana Sole Inventions”). Any Joint Invention shall be owned jointly by both Parties. Theriva’s interest in any Joint Inventions shall be included in the Licensed IP. Rasayana’s Existing IP, the Rasayana Sole Inventions, and ▇▇▇▇▇▇▇▇’s interest in the Joint Inventions shall be referred to herein as the “Rasayana Intellectual Property.”
(b) Each Party shall promptly disclose to the other Party any invention disclosures or similar documents submitted to it by its employees, agents, or independent contractors describing inventions that may be Joint Inventions, and all information relating to such inventions.
(c) Subject to the License granted to Rasayana according to Section 2.1, each Party may use, or license to any Third Party, any Joint Know-How and any Joint Patent for any purpose consistent with the provisions of this Agreement without accounting to or obtaining the approval of the other Party.
1Ownership. Upon payment of the Purchase Price and delivery of the Note to Administrative Agent on behalf of the Buyers, Buyers shall become the sole owner of the Purchased Assets, free and clear of all liens and encumbrances.
1Ownership. 9.1. 1Customer acknowledges that the Supplier Technology, as of the Effective Date, may include certain proprietary Inventions, processes, know-how, trade secrets, methods, approaches, analyses, improvements, other intellectual properties and other assets including, but not limited to, analytical methods, procedures and techniques, computer technical expertise and proprietary software, and technical and conceptual expertise in the area of manufacture, packaging and supplying products, in each case, that have been developed independently by Supplier. Supplier shall have sole ownership of all Supplier Technology, including all Supplier Improvements, and shall, subject to Customer’s secondary right (but not the obligation) to prosecute, maintain and enforce in accordance with Article 12 (Intellectual Property) of the Collaboration Agreement, have the sole right to prosecute, maintain and enforce such Supplier Technology in its sole discretion.
1Ownership. (a) Subject to Closing taking place, the legal and beneficial ownership of the Assets shall pass from the Seller to the Buyer at Closing, free from all Encumbrances.
(b) If for any reason title to any of the Assets is not effectively vested in the Buyer at Closing, the Seller acknowledges that it will account to the Buyer for any benefits it receives in relation to the Assets until title is effectively vested in the Buyer, unless otherwise provided in this Agreement.
1Ownership. Distributor acknowledges Supplier's exclusive ownership and other rights in the various trademarks, trade names, service marks, trade dress and other trade designations (collectively, "Trade Designations") relating to Supplier's business, the Brands or the Products. Distributor shall acquire no property interest or ownership in the Trade Designations by virtue of this Agreement, and Distributor agrees that it will not claim any rights in the Trade Designations and that it will not interfere with Supplier's rights therein. Supplier hereby grants Distributor a nonexclusive, non-assignable, non-licensable privilege to use the Trade Designations only in a lawful manner and in connection with the distribution, advertising, display and sale of the Products in the Territory. Supplier shall have the right, at any time, to change or modify the Trade Designations of the Products sold in the Territory. Distributor will use the Trade Designations only as approved by Supplier in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and, at Supplier's request, will change or discontinue the way it uses any trademarks. Once any use of the Trade Designations is approved, Distributor shall not be required to seek approval from Supplier for repetitions of such use. The privileges of this Section 7.1 shall terminate upon termination of this Agreement. Supplier represents and warrants that it owns or possesses adequate authority and rights to grant Distributor the right and license to use the Trade Designations as contemplated hereby, and that the use of the Trade Designations by Distributor in accordance with the terms of this Agreement does not infringe the trademarks or other intellectual property rights of any third party.