RCA PM Parties Joint Developed IP Sample Clauses

RCA PM Parties Joint Developed IP. Except as set forth in Section 10.3.5, as among the Parties, any Know-How conceived, discovered, developed, or otherwise made (i) solely by or on behalf of PM SpinCo (or its Affiliates, independent contractors or sublicensees) in the conduct of activities [***], (ii) solely by or on behalf of PlatformCo (or its Affiliates, independent contractors or sublicensees) in the conduct of activities [***], or (iii) jointly by or on behalf of PM SpinCo and PlatformCo (or their respective Affiliates, independent contractors or sublicensees) in the conduct of activities [***] (collectively, the “RCA PM Parties Joint Developed Know-How”) and any Patents that Cover such Know-How (the “RCA PM Parties Joint Developed Patents” and together with the RCA PM Parties Joint Developed Know-How, the “RCA PM Parties Joint Developed IP”), shall be owned jointly by the RCA PM Parties on an equal and undivided basis, including all rights, title and interest thereto, subject to any rights or licenses expressly granted by an RCA PM Party to the other Parties under this Agreement. Each RCA PM Party hereby agrees to assign, and to cause its Affiliates, independent contractors or sublicensees to assign, and hereby assigns to the other RCA PM Party, who accepts such assignment, such portion of its right, title, and interest in, to and under the RCA PM Parties Joint Developed IP as required for the RCA PM Parties to jointly own the RCA PM Parties Joint Developed IP. Except as expressly provided in this Agreement, neither RCA PM Party shall have any obligation to account to the other RCA PM Party for profits with respect to, or to obtain any consent of the other RCA PM Party to license or exploit, such RCA PM Parties Joint Developed IP by reason of joint ownership thereof, and each RCA PM Party hereby waives any right it may have under the laws of any jurisdiction to require any such consent or accounting. Each RCA PM Party shall take all actions and provide the other RCA PM Party with all reasonably requested assistance to effect such assignment and shall execute any and all documents necessary to perfect such assignment. For those countries where a specific license is required for a joint owner of the RCA PM Parties Joint Developed IP to practice such RCA PM Parties Joint Developed IP in such countries, each RCA PM Party hereby grants to the other RCA PM Party a perpetual, irrevocable, 81 MACROBUTTON DocID \\4126-6252-2948 v34 non-exclusive, worldwide, royalty-free, fully paid-up license,...
AutoNDA by SimpleDocs

Related to RCA PM Parties Joint Developed IP

  • Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.

  • Proprietary Information and Inventions Assignment Agreement The Executive has executed and delivered the Company’s standard Employee Proprietary Information and Inventions Assignment Agreement or similar agreement and the Executive represents and warrants that the Executive shall continue to be bound and abide by such Employee Proprietary Information and Inventions Assignment Agreement or similar agreement.

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • Sublicense Agreements Sublicenses shall be granted only pursuant to written agreements, which shall be subject and subordinate to the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect:

  • Collaboration Each Party shall provide to the enforcing Party reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including to be named in such action if required by Applicable Laws to pursue such action. The enforcing Party shall keep the other Party regularly informed of the status and progress of such enforcement efforts, shall reasonably consider the other Party’s comments on any such efforts, including determination of litigation strategy and filing of material papers to the competent court. The non-enforcing Party shall be entitled to separate representation in such matter by counsel of its own choice and at its own expense, but such Party shall at all times cooperate fully with the enforcing Party.

  • Non Disclosure Covenant Employee Inventions In consideration of the compensation and benefits to be paid or provided to the Executive by the Employer under this Agreement, the Executive covenants as follows:

  • Development Agreement That certain Development Agreement dated of even date herewith by and between the Company and Developer providing for the development of the Project on the Property, a copy of which is attached hereto as Exhibit C and incorporated herein by reference. Development Fee. As described in Section 6.8.

  • PATENT LICENSE AGREEMENT EXCLUSIVE PHS and Licensee agree as follows:

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement.

  • Confidential Information and Invention Assignment Agreements Executive’s receipt of any payments or benefits under Section 3 (other than the accrued benefits set forth in Section 3(a)(i) or Section 3(b)(i)) will be subject to Executive continuing to comply with the terms of the At-Will Employment, Confidential Information, Invention Assignment and Arbitration Agreement between the Company and Executive, as such agreement may be amended from time to time.

Time is Money Join Law Insider Premium to draft better contracts faster.