IP Rights Sample Clauses

IP Rights. SurModics shall have the sole right, at its discretion and expense, to enforce the SurModics IP Rights and any SurModics Research IP Rights against an Infringing Product to the extent such enforcement relates to the SurModics Technology. Upon receipt of a written notice from Edge requesting that SurModics initiate legal proceedings against an Infringing Product, SurModics agrees that it shall use its Commercially Reasonable Efforts to evaluate (a) whether it believes that such Infringing Product infringes the SurModics IP Rights or the SurModics Research IP Rights, and (b) the merits of any and all appropriate legal actions that may be brought against such third party to enforce the SurModics IP Rights or the SurModics Research IP Rights, taking into consideration such factors as the likelihood of success on the merits of any such action, the likelihood that any such action might impair or otherwise affect the scope of such rights, the likelihood that failure to initiate legal proceedings might impair or otherwise negatively affect Edge’s ability to commercialize Product and other similar factors. In the event that SurModics initiates an enforcement action, Edge shall assist SurModics in connection with any such action, upon request and at SurModics’ sole expense, and to the extent commercially reasonable; and in any event, SurModics shall keep Edge reasonably informed of the progress of any such enforcement action. Any settlement or recovery shall be distributed in the following order: (i) to SurModics for reimbursement of expenses related to such claim, including but not limited to attorneys’ fees and expenses associated with the legal proceedings; and (ii) ** to Edge and ** to SurModics for damages related to the infringement, including lost profits. SurModics shall not make any settlement or compromise that adversely affects the interests of Edge with respect to the Product without the prior consent of Edge. Notwithstanding the foregoing, in the event SurModics chooses not to initiate an enforcement action, Edge shall have the right but not the obligation to initiate and prosecute such an action at its cost and expense provided, however that SurModics shall use its Commercially Reasonable Efforts to cooperate with Edge, at Edge’s sole expense. The amount of any settlement or recovery obtained in such enforcement action shall be retained by Edge, except that SurModics shall receive a portion equivalent to the royalties it would have received in accordan...

IP Rights. Each of the Loan Parties owns, or is licensed or otherwise has the right to use, all IP Rights necessary for the conduct of its business as currently conducted except to the extent such failure could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. No claim has been asserted and is pending by any Person challenging or questioning the use of any IP Rights by any Loan Party or the validity or effectiveness of any IP Rights, and the Borrower does not know of any valid basis for any such claim, in each case except to the extent that any such claim could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. To the knowledge of the Borrower, the use of IP Rights by the Loan Parties does not infringe on the IP Rights of any Person, except for such infringements which could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

IP Rights all worldwide intellectual property rights, industrial property rights, proprietary rights and common-law rights, whether registered or unregistered, copyrights, domain names, patents, trademarks, proprietary databases, proprietary software, websites and trade secrets, including without limitation, all rights to and under all new and useful algorithms, concepts, data (including all clinical data relating to a product), databases, designs, discoveries, inventions, know-how, methods, processes, protocols, chemistries, compositions, show-how, software (other than commercially available, off-the-shelf or open source), specifications for products, techniques, technology, trade dress and all improvements thereof and thereto, which is owned by any Loan Party or any Subsidiary thereof or which any Loan Party or any Subsidiary thereof is licensed, authorized or otherwise granted rights under or to.

IP Rights. To the best of its knowledge, KemPharm owns or has licenses to all of its patent rights, Know-How and all other Intellectual Property, Confidential Information, Proprietary Information of any nature whatsoever provided by it to MSRx under this Agreement or otherwise relating to the development and/or Commercialization of KP415, and it owns or has licenses to such Intellectual Property free and clear of all liens, Claims and encumbrances and free of all royalty or similar payment obligations to any Third Party, except such liens, Claims, encumbrances and obligations as will not have a material adverse effect on the other Party’s rights under this Agreement.

IP Rights. Marina Bio owns all the Licensed Technology has the full legal rights and authority to grant the licenses and rights under the Licensed Technology granted under this Agreement and has not assigned, transferred, conveyed or licensed its right, title and interest in the Licensed Technology in any manner inconsistent with such license grant or the other terms of this Agreement. There is no pending litigation or, to the best of Marina Bio’s knowledge, written threat of litigation that has been received by Marina Bio (and has not been resolved by taking a license or otherwise), which alleges that Marina Bio’s activities with respect to the Licensed Patents or Licensed Products have infringed, or misappropriated any of the intellectual property rights of any Third Party. To the best of Marina Bio’s knowledge, the practice of the Licensed Technology as contemplated by this Agreement does not infringe any patent rights, or misappropriate any other intellectual property, owned by a Third Party.

IP Rights. 4.5.1 The Customer acknowledges and agrees that the Consultant and/or its licensors own all IP Rights in the Services. Except as expressly stated herein, the Customer is not granted any rights to, or in, any IP Rights or any other rights or licenses in, to or otherwise in respect of the Services. 4.5.2 Copyright of Deliverables (if any) specifically created for the Customer under this MBSA and any SOW (except where such Deliverables are Services) will be deemed wholly owned by the Customer. 4.5.3 The Customer shall retain all right, title, and interest in and to Customer Pre-Existing IP. 4.5.4 Nothing shall prevent the Consultant from using IP Rights gained during the performance of Services, other than Customer Pre-Existing IP, in the furtherance of its own business, including for other customers of the Consultant, to the extent that such use does not result in disclosure or use of any of Customer’s confidential information or any infringement of any Intellectual Property Rights of the Customer. 4.5.5 Where Consultant’s Pre-Existing IP is incorporated in any of the Services, the Customer has non-exclusive irrevocable world-wide royalty free license to use modify and distribute such Consultant’s Pre-Existing IP, but only as part of the Services; all other rights in the Consultant’s Pre-Existing IP and any other IP Rights of the Consultant are reserved by the Consultant. 4.5.6 The Consultant shall indemnify the Customer against infringement of third-party rights by the Services (other than to the extent such infringement arises out of or relates to any infringement by Customer Pre-Existing IP or other IP Rights of the Customer), provided that the Customer notifies the Consultant of any relevant third party rights or claims promptly on such rights or claims becoming known to or suspected by the Customer. Any reasonable delay from the Customer to notify the Consultant shall not constitute a waiver of the Customer’s right to indemnification under this paragraph. 4.5.7 The Customer shall indemnify the Consultant against infringement of third-party rights by the Customer Pre-Existing IP, provided that the Consultant notifies the Customer of any relevant third-party rights or claims promptly on such rights or claims becoming known to or suspected by the Consultant. Any reasonable delay from the Consultant to notify the Customer shall not constitute a waiver of the Consultant's right to indemnification under this paragraph.

IP Rights. If [***] is the Opt-Out Party, then, notwithstanding any provision to the contrary set forth in this Agreement: (a) [***] will have the first right (and [***] will have the second right) to file, prosecute and maintain the Joint Collaboration Patent Rights and Section 13.2.1 [***] First Right) and Section 13.2.2 [***] Second Right) will apply mutatis mutandis. (b) [***] will have the first right (and [***] will have the second right) to initiate an Infringement Action against any Competitive Infringement with respect to any Joint Collaboration Patent Rights, and Section 13.3.2 (Competitive Infringement) will apply mutatis mutandis.

IP Rights. (a) Section 3.7(a) of the Seller Disclosure Schedule sets forth a true and complete list as of the date hereof of all (i) patents and patent applications (published or unpublished), (ii) trademark registrations and applications, (iii) domain names, and (iv) copyright registrations and applications, in each case, that are, or will be after giving effect to the Reorganization, owned or purported to be owned by an Acquired Company in any jurisdiction in the world. An Acquired Company is, or will be after giving effect to the Reorganization, the sole and exclusive beneficial and, to the extent applicable, record owner of all of the Owned IP Rights set forth on or required to be set forth on Section 3.7(a) or Section 3.7(e)(i) of the Seller Disclosure Schedule (for clarity, excluding (i) any Software that is owned, as between an Acquired Company and a third party, exclusively by a third party and incorporated or embedded in any such Company Software, (ii) PlantPredict and (iii) PlantDesign, which are not Owned IP Rights), free and clear of all Liens (other than Permitted Liens) and, as of the date hereof, all Owned IP Rights set forth on or required to be set forth on Section 3.7(a) of the Seller Disclosure Schedule are in effect and subsisting, and to Seller’s Knowledge, valid in each case, except as would not be material to the FS Development Platform and the Acquired Companies, taken as a whole. (b) Except as would not be material to the FS Development Platform and the Acquired Companies, taken as a whole, (i) neither the conduct of the business of the Acquired Companies as currently conducted nor the conduct of the FS Development Platform as currently conducted infringes, misappropriates or otherwise violates, and has not in the last three (3) years infringed, misappropriated or otherwise violated, any IP Rights owned by any other Person; (ii) to Seller’s Knowledge, no Person is infringing, misappropriating or otherwise violating, or in the last three (3) years has infringed, misappropriated or otherwise violated, any Owned IP Rights; (iii) there is no Claim initiated by any other Person pending or, to Seller’s Knowledge, threatened in writing concerning the foregoing matters (including any invitation to license or demand to refrain from using any IP Rights of any Person); and (iv) no Owned IP Rights are subject to any outstanding challenge with any Governmental Authority or any outstanding written challenge from any other Person regarding the validity or e...

IP Rights. 10.1 The Customer acknowledges that any and all of the IP Rights subsisting in or used in connection with the Equipment and Services shall be and shall remain in sole property of The Company or such other party as may be identified therein or thereon, and the Customer shall not at any time dispute such ownership. 10.2 In the event that new inventions, designs or processes evolve in performance of or as a result of this Agreement, the Customer acknowledges that the same shall be in property of The Company unless otherwise agreed in writing with a Director of The Company.