Assigned Intellectual Property Rights Sample Clauses

Assigned Intellectual Property Rights. MannKind assumes responsibility for all prosecution, maintenance and enforcement of the Assigned Patents at its sole discretion, including retaining replacement counsel therefor. MannKind acknowledges that Legacy IP Counsel is not required to undertake or continue any prosecution of the Assigned Patents, but may do so upon mutual agreement with MannKind.
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Assigned Intellectual Property Rights. Software licenses resident on or for laptops, desktops, servers, and other hardware and all customer application software (and related source code). Exhibit E – Assignment and Assumption of Lease MERCURY MARQUIS HOLDINGS LLC — ZAYO COLOCATION, INC. ASSIGNMENT OF LEASE THIS ASSIGNMENT OF LEASE, (the “Assignment”), dated as of this day of December, 2011, is made by and between Mercury Marquis Holdings LLC, a Nevada limited liability company, having an address at 280 Xxxxxxxxx Xxxxx Xxxx, Xxxxxxxxx, Xxxxxx 00000 (“Assignor”); and Zayo Colocation, Inc., a Delaware corporation, having an address at 400 Xxxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxxx, XX 00000 (“Assignee”) (collectively, Mercury Marquis Holdings and Zayo Colocation are referred to as the “Parties.”)
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Assigned Intellectual Property Rights. CustomerSoft assumes responsibility for all prosecution, maintenance and enforcement of the Assigned Non-Patent IPR, at its sole discretion, including retaining patent counsel therefor. Premier shall notify CustomerSoft of any known or reasonably suspected third party infringement of the Assigned Non-Patent IPR. CustomerSoft acknowledges that Legacy IP Counsel is not required to undertake any representation of CustomerSoft in relation to the Assigned Non-Patent IPR, but may do so upon mutual agreement with CustomerSoft.
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Assigned Intellectual Property Rights. On the Closing Date, the Seller shall assign, and cause its affiliates to assign, to the Company all right, title and interest in and to all Intellectual Property Rights (excluding software utilized by Tandy Information Services for the benefit of the Company) owned or licensed by the Seller or any Affiliate of the Seller and used primarily in the conduct of the business of the Company or any Subsidiary (the "ASSIGNED INTELLECTUAL PROPERTY RIGHTS") pursuant to an assignment agreement and other transfer documents reasonably acceptable to the Buyer. The Buyer will pay or cause the Company to pay the costs associated with the registration or recordation of the Assigned Intellectual Property that the Buyer elects to undertake after the Closing.
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Assigned Intellectual Property Rights. Section 1.01(h) Assignment and Assumption Agreement Section 3.02 Assumed Liabilities Section 1.03 Balance Sheet Date Section 4.05(a) Xxxx of Sale Section 3.02 Business Preamble Buyer Preamble Buyer Indemnified Parties Section 11.02(a) Buyer Related Documents Section 11.03(a) Buyer Transition Services Agreement Section 8.03 Cap Amount Section 11.02(b) City Discharge Permit Section 8.05(f) Closing Section 3.01 Closing Date Section 3.01 COBRA Section 7.03(g) Code Section 2.02 Competitive Products Section 6.07(a) Confidentiality Agreement Section 7.07 Deductible Amount Section 11.02(b) Deed Section 3.02 Delayed Offer Employees Section 7.03(b) Disclosure Schedule Article IV Direct Employees Section 7.03(a) DOJ Section 6.03 DSS Contract Section 8.03 Employee Section 7.03(a) Employee Benefit Plan Section 4.15 Employee Pension Benefit Plan Section 4.15 Employee Welfare Benefit Plan Section 4.15 Environmental Laws Section 4.18(a) ERISA Section 1.02(d) Excluded Liabilities Section 1.04 Excluded Xxxxxxxxxxx Real Property Section 8.04(b) Financial Statements Section 4.05(a) Foreign Service Liability Section 7.03(l) Foreign Transferred Employees Section 7.03(l) Funded Foreign Service Liability Section 7.03(l) FTC Section 6.01 GAAP Section 4.05(a) Hazardous Materials Section 4.18(a) HSR Act Section 3.01 Included Xxxxxxxxxxx Real Property Section 1.01(a) Indemnified Party Section 11.04 Indirect Employees Section 4.14(b) Intellectual Property Agreement Section 1.01(h) Little Creek Discharge Permit Section 8.05(f) Losses Section 11.02(a) Latest Balance Sheet Section 4.05(a) Major Business Segment Section 4.05(b) Non-U.S. Competition Laws Section 3.01 Notifying Party Section 11.04 Partial Indirect Employees Section 4.14(b) Permits Section 4.17 Phase II Deductible Amount Section 8.05(e) Phase II Response Actions Section 8.05(e) Possible Acquisition Section 6.05 Pre-Division Xxxxxxxxxxx Real Property Section 8.04(a) Purchase Price Section 2.01 Recovered Severance Coverage Amount Section 7.03(c) Release Section 4.18(a) Released Litigation Section 8.06 Required Consents Section 9.01(d) Retained Intellectual Property Section 1.02(h) Retained Litigation Section 1.04(f) Seller Entities Recitals Seller Indemnified Parties Section 11.03(a) Seller Related Documents Section 11.02(a) Seller Transition Services Section 1.02(j) Seller Transition Services Agreement Section 1.02(j) Severance/Retention Coverage Payment Section 7.03(c) Shared/Transferred Environmental Permits Section 8.05(f)...
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Assigned Intellectual Property Rights 
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Related to Assigned Intellectual Property Rights

  • Intellectual Property Rights The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

  • Third Party Intellectual Property Rights (a) In providing a Service, we may supply you with materials (including software) licensed by third parties.

  • INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS A. Data produced under this Annex which is subject to paragraph C. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement will be protected for the period of one year.

  • Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof.

  • Patents and Intellectual Property Rights Recipients are subject to the Xxxx-Xxxx Xxx, 00 U.S.C. § 200 et seq, unless otherwise provided by law. Recipients are subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from federal financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14.

  • Intellectual Property Licenses Notwithstanding anything to the contrary contained in the TSA, and except as otherwise provided in Section 5.13 of the SPA, it shall be the responsibility of the Receiving Party (at the Receiving Party’s sole cost and expense) to obtain all licenses associated with the use of third party intellectual property, including but not limited to copyrights (e.g., software), trademarks and patents (and/or consents and extensions relating to such licenses), if any, necessary for the provision of Services to the Receiving Party during the Term. The Service Provider agrees to use commercially reasonable efforts to assist the Receiving Party in its negotiations with any licensors from whom the Receiving Party may require such a license (or consent or extension) during the Term. In the event the Receiving Party is unable to obtain a necessary license, consent or extension, the Services related to such license shall be removed from the scope of the TSA, without a reduction in fees or payments owed by the Receiving Party under the TSA. In all events, and in addition to (and not in limitation of) any similar rights that the Service Provider may have under the TSA, the Receiving Party shall indemnify, defend and hold the Service Provider harmless from and against any actions, liabilities and/or claims relating to the licenses and the license matters discussed in this provision. The Receiving Party’s obligation to pay any fees under this Section 1.5 shall apply whether or not such claims for fees arise from the Receiving Party’s continued or past access to or benefit from third party intellectual property. The Receiving Party also acknowledges the Service Provider’s right to initiate discussion with third party licensors that may involve the Receiving Party’s use of intellectual property. All negotiated agreements with third party licensors for the future use of or rights to intellectual property and associated services shall be at the cost of the Service Provider, provided that the Receiving Party shall bear the cost of incremental third party use fees which are specifically identified in the agreements with the third party licensors and which relate solely to the Receiving Party’s use (“Incremental License Fees”). Such Incremental License Fees shall be approved in advance in writing by the Receiving Party, which approval shall not be unreasonably withheld or delayed.

  • Licences of Intellectual Property Rights 28.1. The Contractor grants to the Authority a royalty-free, irrevocable and non-exclusive licence (with a right to sub-licence) to use any Intellectual Property Rights owned or developed prior to the Commencement Date and which the Authority reasonably requires in order to enjoy the benefit of the Services.

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party.

  • Industrial or Intellectual Property Rights 9. (a) The Borrower shall ensure that all Goods and Works procured (including without limitation all computer hardware, software and systems, whether separately procured or incorporated within other goods and services procured) do not violate or infringe any industrial property or intellectual property right or claim of any third party.

  • INTELLECTUAL PROPERTY RIGHTS AND INDEMNITY 42.1 Save as granted under this Framework Agreement, neither the Authority nor the Supplier shall acquire any right, title or interest in the other's Pre-Existing Intellectual Property Rights.

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