INTELLECTUAL. PROPERTY Supplier will indemnify, defend and otherwise hold harmless Distributor, its affiliates and its customers from all cost, loss, damage or liability arising from any proceeding or claim brought or asserted against Distributor, its affiliates or its customers, to the extent such proceeding or claim is based on an allegation that the products, any part thereof, or their distribution or use infringe any patent, copyright, trademark, trade secret, right in a mask work, or any similar claim, if Distributor notifies Supplier of any such proceeding or claim promptly after it becomes known and provides all the assistance and cooperation to Supplier that is reasonably requested. Supplier will not be liable to Distributor under this paragraph to the extent that any claim is based on a use for which the product or part was not designed, or an alteration of the product by Distributor or at its direction which caused the infringement.
INTELLECTUAL. Property The disposal, sale, assignment or granting of any rights in the Company’s intellectual property outside of the normal course of The granting of any rights (by licence or otherwise) in or over any intellectual property owned or used by the Company in the normal course of business Where necessary to effect decisions delegated as above up to £100,000 Matters Reserved Matters for Shareholder Approval Matters Delegated for Board Approval Matters Delegated for Executive Approval business.
INTELLECTUAL. PROPERTY This Agreement does not constitute a license, express or implied, by either Party to the other Party to make, have made, use, reproduce, distribute, display or perform any of such Party’s intellectual property rights, including but not limited to patents, copyrights, trademarks or trade secrets. All rights not expressly granted to either Party by the other in this Agreement are reserved by such other Party.
INTELLECTUAL. PROPERTY ---------------------
INTELLECTUAL property 10.1. In relation to the results of works/services, as well as in relation to any other objects created by the Supplier (both by the Supplier’s employees and other third parties engaged by the Supplier) within the Task and constituting the intellectual property (copyright and related right items, including computer programs, Content Management Tool, databases, works of science, literature and art, etc.) (“IP”), exclusive rights to such IP shall be alienated to the Sanofi in full. If IP is a complex, compound work or derivative of the IP, Sanofi completely alienates the exclusive rights only to such a work (complex or compound). At the same time, rights to elements that are part of such IP remain with the Supplier, unless otherwise specified in PO. 10.2. Exclusive IP rights shall be alienated to the Sanofi upon signing the act of acceptance of the works performed/ services provided unless otherwise indicated in PO. If the works/services are carried out by the Supplier on a stage-by-stage basis and act of acceptance is signed for each stage, the exclusive IP rights shall be alienated to the Sanofi upon signing the act of acceptance regarding the stage, when such IP was created, unless otherwise indicated in PO. 10.3. The remuneration of the Supplier for the full alienation of the IP exclusive rights shall be included in the cost of works/services under the PO, shall amount to 1% (including VAT) of this cost and shall be distributed in equal shares for each IP. 10.4. The Supplier hereby represents that (representations on the circumstances in accordance with Article 431.2 of the Civil Code of the Russian Federation): 10.4.1. Full alienation of the exclusive IP rights by the Supplier to the Sanofi, as well as the further use by the Sanofi of such IP (both in the Russian Federation and abroad) or disposal of the rights to such IP, in its sole discretion, does not violate in any way and will not violate any rights of third parties (including exclusive rights, rights of author, but not limited to the above); 10.4.2. If IP contains elements not owned by the Supplier, the Sanofi’s further use of such IP elements does not in any way violate or will not violate the exclusive rights of the right holders to such elements, and the Supplier has properly settled relations with the right holders for the legitimate use of the elements (or disposal of them) by the Sanofi as a part of IP without any restrictions; 10.4.3. The Sanofi has the right to make public the un...
INTELLECTUAL. PROPERTY (1) Intellectual Property means all legally recognised rights that result or derive from the Officer's services provided to the Company or with the knowledge, use or incorporation of Confidential Information, and includes but is not limited to developments, inventions, designs, works of authorship, topographies, improvement and ideas, whether or not patentable, copyrightable or registrable, conceived or made by the Officer (individually or in collaboration with others) during the Term or which result from or derive from the Company's resources or which are reasonably related to the business of the Company.