Intellectual Property Rights in Materials and Results Sample Clauses

Intellectual Property Rights in Materials and Results. The Supplier retains all ownership and Intellectual Property Rights in the Material and derivatives of the Material and grants the MCRI a non-exclusive, royalty-free licence to use, adapt, reproduce and exploit the Material for the Purpose; In consideration of the Supplier supplying the Materials to the MCRI, the MCRI will, as soon as practicable, inform the Supplier in writing of any and all findings and research results produced by or on behalf of the MCRI related to the use of the Material (Results) and of any new Intellectual Property Rights developed from its use of the Materials. The Supplier and MCRI will enter into negotiations to discuss their respective ownership rights in relation to any new Intellectual Property Rights in the Results. MCRI acknowledgements The MCRI acknowledges and agrees that: the Material is made available for investigational use only; it will not obtain or attempt to obtain any patent protection in relation to: any part of the Material (or any modification or use of any part of the Material); or any materials that could not have been made but for having access to the Materials, without the written consent of the Supplier; this transfer does not constitute a public disclosure; the Material is experimental in nature and may have hazardous properties and is provided to the MCRI without any warranty of merchantability or fitness for any particular purpose, or any other warranty, express or implied. To the extent permitted by any applicable laws, the Supplier excludes any and all warranties in relation to the Material; and the Supplier makes no representation or warranty that the Material or the use of any of the Material will not infringe any third party’s Intellectual Property Rights.
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Intellectual Property Rights in Materials and Results. The Supplier retains all ownership and Intellectual Property Rights in the Material and derivatives of the Material and grants the RCH a non-exclusive, royalty-free licence to use, adapt, reproduce and exploit the Material for the Purpose; In consideration of the Supplier supplying the Materials to the RCH, the RCH will, as soon as practicable, inform the Supplier in writing of any and all findings and research results produced by or on behalf of the RCH related to the use of the Material (Results) and of any new Intellectual Property Rights developed from its use of the Materials. The Supplier and RCH will enter into negotiations to discuss their respective ownership rights in relation to any new Intellectual Property Rights in the Results. RCH acknowledgements The RCH acknowledges and agrees that: the Material is made available for investigational use only; it will not obtain or attempt to obtain any patent protection in relation to: any part of the Material (or any modification or use of any part of the Material); or any materials that could not have been made but for having access to the Materials, without the written consent of the Supplier; this transfer does not constitute a public disclosure; the Material is experimental in nature and may have hazardous properties and is provided to the RCH without any warranty of merchantability or fitness for any particular purpose, or any other warranty, express or implied. To the extent permitted by any applicable laws, the Supplier excludes any and all warranties in relation to the Material; and the Supplier makes no representation or warranty that the Material or the use of any of the Material will not infringe any third party’s Intellectual Property Rights.
Intellectual Property Rights in Materials and Results. The MCRI retains all ownership and Intellectual Property Rights in the Material and derivatives of the Material and grants the Recipient a non-exclusive, royalty-free licence to use, adapt, reproduce and exploit the Material for the Purpose; In consideration of MCRI supplying the Materials to the Recipient, the Recipient will, as soon as practicable, inform the MCRI in writing of any and all findings and research results produced by or on behalf of the Recipient related to the use of the Material (Results) and of any new Intellectual Property Rights developed from its use of the Materials. The Recipient and MCRI will enter into negotiations to discuss their respective ownership rights in relation to any new Intellectual Property Rights in the Results.
Intellectual Property Rights in Materials and Results. (a) The XYZ retains all ownership and Intellectual Property Rights in the Material and derivatives of the Material and grants the Recipient a non- exclusive, royalty-free licence to use, adapt, reproduce and exploit the Material for the Purpose;

Related to Intellectual Property Rights in Materials and Results

  • 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.

  • Intellectual Property Rights and Ownership 5.1. You acknowledge that all Intellectual Property Rights (including any new Intellectual Property Rights) arising out of or in connection with the Access Products and associated Documentation, belong at all times to Us or Our licensors.

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

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