By IM Clause Samples

By IM. IM represents and warrants that: (a) it has the right and authority to enter into this Agreement, and to fully perform its obligations hereunder; (b) this Agreement is a legal and valid obligation binding upon it and enforceable in accordance with its terms; and (c) IM owns, or possesses a valid and enforceable license to use, and has full power and authority to license or sublicense, as the case may be, all IM’s Intellectual Property Rights licensed or sublicensed to Elpida pursuant to this Agreement, including, without limitation, HPC Technology and IM Inventions.

By IM. IM shall possess all right, title, and interest, including Intellectual Property Rights, in any CDP Developed Technology that is [*] (collectively, “IM Inventions”), regardless of creator. Elpida hereby assigns, and agrees to assign to IM in the future Intellectual Property Rights in and to any IM Inventions when any such Intellectual Property Rights are first fixed in a tangible medium or reduced to practice, as applicable.

By IM. IM Independent IP related to HPC Technology and HPC-Derived Technology, as well as to Integrated Circuit materials, processes, equipment and device technology, as further set forth in the Development Plan. IM shall provide, for example, an HPC Workflow consisting of processing, characterization and informatics elements suitable for the purposes of this CDP; license to certain combinatorial technologies pursuant to the agreement between IM and [*]; and license to test plans and algorithms provided by [*], for use with the test wafers sold by [*]. For clarity, the parties agree that test wafers obtained from [*] shall be the only commercial test wafers to be used for development in this CDP, and that the electrical tests to be done with such wafers in the course of the CDP shall be limited to [*] and [*].

By IM. Subject to Section 3.3.4 below, IM shall own all right, title, and interest, including Intellectual Property Rights, in CDP IP that is solely invented by IM’s employees, contractors or agents (“IM CDP IP”).; .

By IM. WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, IM RESERVES THE RIGHT TO, IN IM’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY USE OF THE WEBSITE AND/OR SERVICES TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR ANY BREACH OR SUSPECTED BREACH OF ANY REPRESENTATION, WARRANTY, OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION.