Newly Developed Intellectual Property. 7.4.2.1 Except for the license granted in Section 7.5, and except as specifically provided in Section 7.4.2.4, all IPR in Intellectual Property created by Service Provider that are Minor or Major Modifications during the course of performance in accordance with this MSA, whether solely or jointly with one or more employees, Subcontractors, consultants or agents of ALU, shall be referred to as “Alcatel-Lucent Developments,” and shall be vested solely in Alcatel-Lucent. Service Provider shall not include any Open Source Software in any New Developments nor in any modifications made to ALU Licensed Materials or Third-Party Licensed Materials unless approved by ALU. Service Provider hereby assigns and agrees to assign to Alcatel-Lucent all right, title and interest in all Alcatel-Lucent Developments, including all of their Intellectual Property Rights in and to the Alcatel-Lucent Developments and any modifications, updates, new versions and/or derivative works created therefrom. The Parties consider as works made for hire all elements of the Alcatel-Lucent Development which qualify as such in accordance with applicable copyright laws.
Newly Developed Intellectual Property. The Parties agree that all technology, information, documents and other materials, and all intellectual property rights in any of the foregoing, that are first invented, discovered, reduced to practice, created, or developed by a Party (singularly or jointly) that results from or arises out of either Party’s performance of this Agreement, the Development Agreement, any Professional Services Agreement and any Design-Build Agreement, exclusive of the Process, Gevo Background IP, the ICM Process Technology and ICM Background IP (the “Commercial Joint IP”), are and shall be jointly owned by the Parties. To the extent that joint inventorship or joint ownership of Commercial * Confidential Treatment Requested
Newly Developed Intellectual Property. With respect to any new intellectual property developed by Provider, its Affiliates, its contractors or any of their respective employees in the course of providing the Services, including, without limitation, works of authorship (including software) generated under the Agreement such as manuals, training materials and other materials containing technical or operational procedures, including the Administrative Manuals but excluding Provider Property (“New Intellectual Property”), the following shall apply:
Newly Developed Intellectual Property. As between the Parties, subject to Section 2.3(d), (i) TISICS and/or its Affiliate(s) shall have exclusive ownership of (A) all Technology (and all Intellectual Property Rights embodied therein) invented, created or developed by one or more employees, consultants or contractors of TISICS and/or its Affiliate(s), as applicable, during the Term without any employees, consultants or contractors of ESLR1, except to the extent that any such Technology constitutes an Improvement solely to the ESLR1 IP or any other Intellectual Property Rights then-Controlled by ESLR1 (i.e., such Technology does not constitute an Improvement to any of the TISICS IP or Joint IP) (such Improvement, a “ESLR1 IP Improvement”), and (B) TISICS IP Improvements (as defined below) and (ii) ESLR1 shall exclusively own (A) all Technology (and all Intellectual Property Rights embodied therein) invented, created or developed by one or more employees, consultants or contractors of ESLR1 and/or its Affiliate(s), as applicable, during the Term without any employees, consultants or contractors of TISICS or Affiliates of TISICS, except to the extent that any such Technology constitutes an Improvement solely to the TISICS IP or any other Intellectual Property Rights then-Controlled by TISICS and/or its Affiliate(s) (i.e., such Technology does not constitute an Improvement to any of the ESLR1 IP or Joint IP) (such Improvement, a “TISICS IP Improvement”) and (B) ESLR1 IP Improvements.
Newly Developed Intellectual Property. Except as otherwise, specifically provided in this Agreement, and subject to Section 3.1 and Section 3.2 above. each Party shall own and retain all rights, title and interest in and to any and all products, inventions, know-how, discoveries, improvements, designs, programs, source code, circuit, designs, protocols and other intellectual property rights which are made conceived or reduced to practice independently by such Party, whether or not as part of and in connection with the transaction contemplated in this Agreement.
Newly Developed Intellectual Property. The Parties agree that all intellectual property rights that are first invented, discovered, reduced to practice, created, or developed by a Party (singularly or jointly) that results from or arises out of the Project (the “Commercial Joint IP”), are and shall be jointly owned by the Parties. To the extent that joint inventorship or joint ownership of Commercial Joint IP does not automatically vest jointly in both Parties by operation of law, each Party does hereby assign to the other Party joint rights in all Commercial Joint IP. Each Party shall disclose promptly in writing to the other any Commercial Joint IP of which it becomes aware. In the event that a Party desires to seek a patent or other governmental registration for any of the Commercial Joint IP, the Parties shall promptly meet to discuss and determine whether to seek any such registration. ICM shall be entitled to use the Commercial Joint IP solely in the field of […***…]. Gevo shall be entitled to use the Commercial Joint IP solely in the field of […***…]. Either Party shall be entitled to use the Commercial Joint IP in any other field.
Newly Developed Intellectual Property. The Newly Developed Intellectual Property constitutes “works made for hire” for Buyer, and Buyer will be considered the author and will be the owner of the Newly Developed Intellectual Property and all Intellectual Property Rights embodied therein or related thereto. If any Newly Developed Intellectual Property does not qualify for treatment as “works made for hire”, or if Seller retains any interest in any Newly Developed Intellectual Property for any other reason, Seller hereby grants, assigns and transfers, and will grant, assign and transfer, to Buyer all ownership and interest in such Newly Developed Intellectual Property. Seller acknowledges that all personnel performing Manufacturing Services for Buyer under this Agreement have executed appropriate agreements with Seller so that Seller may fulfill Seller’s obligations under this Section 13. Seller agrees to execute any documents of assignment or registration requested by Buyer relating to any and all Newly Developed Intellectual Property. Seller agrees to cooperate fully with Buyer, both during and after the engagement, with respect to the procurement, maintenance and enforcement of Intellectual Property Rights in or related to Newly Developed Intellectual Property.
Newly Developed Intellectual Property. BBAN acknowledges that all prior and Newly Developed Intellectual Property shall remain the sole and exclusive property of the Provider.
Newly Developed Intellectual Property. From time to time when either of the Borrowers or any of its Subsidiaries develop material Intellectual Property, such Borrower shall, or shall cause its Subsidiaries to, promptly apply for, i.e., in no event more than sixty (60) days thereafter, and diligently pursue the registration, recordation, filing or issuance, as the case may be, of such Intellectual Property with or by the United States Copyright Office or the United States Patent and Trademark Office or the applicable foreign Governmental Authority, as applicable. Upon the registration, recordation, filing or issuance, as the case may be, of such newly-developed material Intellectual Property, such Borrower shall, or shall cause its Subsidiaries to, execute and acknowledge and deliver to the Agent all documents, and take all actions, that may reasonably be requested by the Agent or the Lenders from time to time to enable the Agent to register, record or file, as the case may be, its Lien in such Intellectual Property with the United States Copyright Office or United States Patent and Trademark Office, as applicable, or as to Intellectual Property registered, recorded or filed with or issued by a foreign Governmental Authority, with such foreign Governmental Authority.
Newly Developed Intellectual Property. (a) Offshore Newco shall be the sole and exclusive owner of all inventions and improvements, whether patentable or not, conceived or first reduced to practice, together with all technical information and know-how, relating to any of the Newco Products, developed by Offshore Newco, BT, BTFE, Master Gain, China Newco or any Additional Entity.
