Intellectual Property Rights Including Patents Sample Clauses
The "Intellectual Property Rights Including Patents" clause defines the ownership, use, and protection of intellectual property (IP) created or used under the agreement, specifically addressing patents. It typically outlines which party retains rights to inventions, processes, or technologies developed during the collaboration, and may specify licensing terms or obligations to assign patent rights. This clause ensures that both parties understand their rights and responsibilities regarding IP, thereby preventing disputes over ownership and use of patented materials or inventions.
Intellectual Property Rights Including Patents. Company recognizes that all rights or industrial ownership either intellectual or other, relating to services, to Products, or other manufacture belong either to Honeywell or its affiliates, subsidiaries or other divisions or units. The contractual relationship between Honeywell and Company only allows the Company the right to use the Products, and no rights to either modify or reproduce. Except for the rights expressly granted in this Agreement, Honeywell does not grant, license, or transfer to Buyer or any other third party any other rights to any of its intellectual property rights, whether by implication, estoppel or otherwise.
Intellectual Property Rights Including Patents. Company recognizes that all rights or industrial ownership either intellectual or other, relating to services, to Products, or other manufacture belong either to Honeywell or its affiliates, subsidiaries or other divisions or units. The contractual relationship between Honeywell and Company only allows the Company the right to use the Products, and no rights to either modify or reproduce. Except for the rights expressly granted in this Agreement, Honeywell does not grant, license, or transfer to Buyer or any other third party any other rights to any of its intellectual property rights, whether by implication, estoppel or otherwise. consent; (g) Buyer’s breach of this Agreement; or (h) damages based on a theory of liability other than infringement by the Offering. If the Offering is held to infringe or otherwise violate a third party’s rights, or Honeywell believes it may be infringing or violating, Honeywell may undertake at least one of the following with respect to the allegedly infringing materials at Honeywell’s option: (i) procure a license to allow ▇▇▇▇▇’s use; (ii) modify the Offering; or (iii) obtain a license to a reasonable substitute. If none of the foregoing are in Honeywell’s opinion commercially reasonable, Honeywell may terminate this Agreement or Purchase Order(s) by notice and refund a pro-rata portion of the unexpired portion of any pre-paid fees without any further liability. Further, Honeywell may cease shipping Products and Software it believes may be subject to a claim of infringement without being in breach of this Agreement. If the final judgment assessed against Buyer is based on the revenue generated from the use of the Offering, as opposed to from the sale of the Offering by Honeywell to Buyer (whether alone or in combination with any article or service not furnished by Honeywell), then Honeywell’s liability under this indemnity, exclusive of defense costs, shall be limited to a reasonable royalty based on the contract price paid by Buyer to Honeywell for the Offering that gave rise to the claim. This section sets out Honeywell’s sole obligation and exclusive liability, and ▇▇▇▇▇’s sole remedy, for any Third- Party IP Claims. Honeywell’s obligations under this Section are contingent upon Buyer notifying Honeywell in writing of a Third-Party IP Claim promptly upon becoming aware thereof. Honeywell has the sole right to control the defense and/or settlement of each Third-Party IP Claim and Buyer will provide Honeywell reasonable as...
Intellectual Property Rights Including Patents. Schedule 4.6 hereto sets forth a complete list of all United States, international or foreign patents and patent applications (including provisional applications) relating to the Technology filed or drafted by or on behalf of NeoGen or a Member and specifies the jurisdictions in which such patents have been issued or registered or in which an application for such issuance and registration has been filed, including the date of grant and filing and the respective registration or application numbers and the names of all registered owners. The following is a list of all software programs used by NeoGen or a Member in connection with the Technology: MAPS FIT, Oligo Design, and MAPS Crunch. To the actual knowledge of NeoGen and the Members, all statements contained in all applications for registration of patents relating to the Technology (i) were true and correct as of the date of such applications and (ii) continue to be true and correct as of the date hereof, except as disclosed to the Purchaser and to the United States Patents and Trademarks Office by NeoGen, a Member or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (patent counsel).