Rights in Japan Sample Clauses

Rights in Japan. (a) Under the terms of the Japan Agreement, TCS granted to Smithkline Xxxxxxx, p.l.c. ("SB") and Yamanouchi Pharmaceutical Co., Ltd. ("YPC") the co-exclusive right (including the right to sub-license) to practice under the Japan Patents and Japan Technology to make, have made, use and sell the injectable non-colloidal dose form of TP10-HD sold for therapeutic use in humans in Japan. In the Letter Agreement, dated April 7, 1994, between TCS and SB, terminating the Smithkline Agreement, (i) TCS and SB acknowledged the continuing existence of the Japan Agreement and the need to modify the Japan Agreement in light of the termination of the Smithkline Agreement, and (ii) TCS assumed SB's obligations to YPC under the Japan Agreement. The Parties acknowledge and agree that, Novartis wishes to obtain from TCS, and TCS wishes to grant to Novartis, an exclusive option to the rights more specifically discussed in Section 2.3(c) below. Towards this end, TCS shall make diligent efforts, during the Option Period to terminate all rights held by SB under the Japan Agreement and to gain for TCS clear title to the rights now held by SB under the Japan Agreement (the "SB Rights"), in such a way as to retain, along with YPC, a co-exclusive right to make, have made, use and sell the injectable non-colloidal dose form of TP10-HD in Japan. All costs and expenses, including but not limited to, payments made to SB and/or YPC, associated with these efforts shall be borne by TCS.
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Rights in Japan. If Chugai terminates its agreement with Roche relating to the Compound to Roche or such agreement otherwise terminates for any reason, then (i) the Territory shall automatically be deemed to include the territory of Japan, (ii) Roche shall automatically license and transfer to River Vision any Patents, Know-How, Regulatory Approvals, regulatory documentation or filings, and other rights or documentation Controlled by Roche or any of its Affiliates as a result of such termination, and (iii) such Patents and Know-how (including those within the Territory) shall be deemed Roche Patents and Roche Know-How. Roche hereby grants as of the Effective Date a non-exclusive sub-license to the improvements (as defined in the Chugai Agreement) made by Chugai under the Chugai Agreement to develop, have developed, make, have made, use, have used, sell, have sold, offer for sale, have offered for sale, import and have imported Compound and/or Product in the Field in the Territory. Such improvements shall be deemed Roche Patents and Roche Know-How, subject to any third party obligations.
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Rights in Japan. If and when the Pre-Conditions of Transfer are satisfied, the Elan Companies covenant that they and their Affiliates shall transfer to the Acquiror their entire right, title and interest in and to, and their rights to make, have made, sell, offer to sell, use, and import, the Product, Current Product Improvement or Product Improvement in Japan (the "Japanese Rights"). The Acquiror acknowledges and covenants that (i) any transfer is and shall be on an "as is" basis; (ii) the Elan Companies make no representations and warranties of any kind with respect to any transfer arising out this Section 8.22; (iii) the Acquiror, in the event the Pre-Conditions of Transfer are met and the transfer of the Japanese Rights occurs, shall bear, and shall hold the Elan Companies and their Affiliates harmless for, any costs and expenses arising out of the Acquiror's obtaining the equivalent of Product Registrations in Japan for the use, manufacture, marketing, selling, distribution or commercialization of the Product, Current Product Improvement or Product Improvement in Japan; and (iv) the failure of the parties to consummate the transfer shall not be a basis for reduction of the Purchase Price or create any right of the Acquiror to seek damages, offset any amounts against the Purchase Price or seek any indemnification under the provisions of Article
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Rights in Japan. If and when the Pre-Conditions of Transfer are satisfied, the Elan Companies covenant that they and their Affiliates shall transfer to the Acquiror their entire right, title and interest in and to, and their rights to make, have made, sell, offer to sell, use, and import, the Product, Current Product Improvements or Product Improvements in Japan (the "Japanese Rights"). The Acquiror acknowledges and covenants that (i) any transfer is and shall be on an "as is" basis; (ii) the Elan Companies make no representations and warranties of any kind with respect to any transfer arising out of this Section 8.22; (iii) the Acquiror, in the event the Pre-Conditions of Transfer are met and the transfer of the Japanese Rights occurs, shall bear, and shall hold the Elan Companies and their Affiliates harmless for, any costs and expenses arising out of the Acquiror's obtaining the equivalent of Product Registrations in Japan for the use, manufacture, marketing, selling, distribution or commercialization of the Product, Current Product Improvements or Product Improvements in Japan; and (iv) the failure of the parties to consummate the transfer shall not be a basis for reduction of the Purchase Price or create any right of the Acquiror to seek damages, offset any amounts against the Purchase Price or seek any indemnification under the provisions of Article XI. Any transfer shall be effectuated and documented by the execution of written agreements customary for such transfers, provided, however, that such documentation shall among other provisions contain intellectual property and non-compete provisions consistent with this Agreement and shall not contain provisions inconsistent with the requirements of this Section 8.22. The term "Pre-Conditions of Transfer" shall mean that the Elan Companies have the authority to undertake the transfer of rights, title and interest contemplated by this Section 8.22 without breaching any contractual obligation to a Third Party existing as of the date hereof (provided that the Elan Companies and their Affiliates shall exercise commercially reasonable efforts to promptly satisfy the Pre-Conditions of Transfer) and that such transfer can be undertaken without the Elan Companies or their Affiliates incurring a material and adverse financial cost unless the Acquiror undertakes to, and promptly does, reimburse such cost. In the event the Pre-Conditions of Transfer are satisfied or can be satisfied by such date, the Elan Companies and the Acquiror...
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Rights in Japan. The parties hereto confirm that all rights in Japan to the GLIADEL Product (as defined in Article III.C.1. of the Rights Agreement) have reverted to Holdings, and the definition of "Territory" set forth in Article I.AB. of the Rights Agreement is hereby amended and restated as follows:
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Related to Rights in Japan

  • Rights in Data If, in connection with the services performed under this Contract, Contractor or its employees, agents, or subcontractors, create artwork, audio recordings, blueprints, designs, diagrams, documentation, photographs, plans, reports, software, source code, specifications, surveys, system designs, video recordings, or any other original works of authorship, whether written or readable by machine (Deliverable Materials), all rights of Contractor or its subcontractors in the Deliverable Materials, including, but not limited to publication, and registration of copyrights, and trademarks in the Deliverable Materials, are the sole property of City. Contractor, including its employees, agents, and subcontractors, may not use any Deliverable Material for purposes unrelated to Contractor’s work on behalf of the City without prior written consent of City. Contractor may not publish or reproduce any Deliverable Materials, for purposes unrelated to Contractor’s work on behalf of the City, without the prior written consent of the City.

  • Rights in Work Product (a) In the course of its performance under this Purchase Order, Seller may conceive or reduce to practice inventions, discoveries, improvements, concepts, in tangible or intangible form, written materials, documentation, databases, designs, discs, tapes, programs, software, architectures, files and other material (collectively “Work Product”). Any and all rights in intellectual property, including without limitation, copyrights (including mask work rights), patents, design rights, database rights, rights in know-how, trade secrets and other confidential information and other similar rights worldwide, whether registered or not and including any applications for the foregoing (collectively “Intellectual Property”) in and to the Work Product shall be the exclusive property of TI from the date of inception. All Work Product shall be deemed "work-for-hire" as defined under United States copyright law and shall be the exclusive property of TI from the date of inception. If the Work Product does not qualify as a "work-for-hire", then in any event all Intellectual Property rights in and to the Work Product, including the copyright, will be deemed automatically transferred to TI from its inception. Xxxxxx agrees to assign and hereby assigns to TI Intellectual Property rights in and to all Work Product and waives any moral rights in favor of TI. TI shall have the exclusive worldwide right to use, edit, translate, publish, transfer or sell the Work Product prepared by Seller in any manner that TI deems fit without further payment to Seller. The Work Product shall be deemed to be TI confidential information and shall not be disclosed to other than TI or used by Seller or others without TI’s prior written consent.

  • Rights in Deliverables Deliverables are deemed to be licensed pursuant to the same license grant and restrictions applicable to the Software.

  • INTELLECTUAL PROPERTY RIGHTS - INVENTION AND PATENT RIGHTS Unless otherwise agreed upon by NASA and AFRL, custody and administration of inventions made (conceived or first actually reduced to practice) under this IAA will remain with the respective inventing Party. In the event an invention is made jointly by employees of the Parties (including by employees of a Party's contractors or subcontractors for which the U.S. Government has ownership), the Parties will consult and agree as to future actions toward establishment of patent protection for the invention.

  • Rights to Intellectual Property All rights and licenses now or hereafter granted by Palatin to AMAG under or pursuant to any Section of this Agreement, including Sections 2.1, 2.2, 2.3, 2.5, 2.7, 2.8 and 2.9 hereof, are rights to “intellectual property” (as defined in the Bankruptcy Code). The Parties hereto acknowledge and CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[…***…]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24B-2 PROMULGATED UNDER THE SECURITIES ACT OF 1934, AS AMENDED. agree that the payments provided for under Sections 3.1, 3.2, 3.3 and 3.4 and all other payments by AMAG to Palatin hereunder, other than royalty payments pursuant to Section 3.5, do not constitute royalties within the meaning of Section 365(n) of the Bankruptcy Code or relate to licenses of intellectual property hereunder. If (a) a case under the Bankruptcy Code is commenced by or against Palatin, (b) this Agreement is rejected as provided in the Bankruptcy Code and (c) AMAG elects to retain its rights hereunder as provided in Section 365(n) of the Bankruptcy Code, then Palatin (in any capacity, including debtor-in-possession) and its successors and assigns (including any trustee) shall provide to AMAG all intellectual property licensed hereunder, and agrees to grant and hereby grants to AMAG and its Affiliates a right to access and to obtain possession of and to benefit from and, in the case of any chemical or biological material or other tangible item of which there is a fixed or limited quantity, to obtain a pro rata portion of, each of the following to the extent related to any Compound, Product, Pharmaceutical Product or Product Delivery Device, or otherwise related to any right or license granted under or pursuant to this Agreement: (i) copies of pre-clinical and clinical research data and results; (ii) Product samples; (iii) Palatin Technology, (iv) laboratory notes and notebooks; (v) Product data or filings, and (vi) Rights of Reference in respect of regulatory filings and approvals, all of which constitute “embodiments” of intellectual property pursuant to Section 365(n) of the Bankruptcy Code, and (vii) all other embodiments of such intellectual property, whether any of the foregoing are in Palatin’s possession or control or in the possession and control of any Third Party but which Palatin has the right to access or benefit from and to make available to AMAG. Palatin shall not interfere with the exercise by AMAG or its Affiliates of rights and licenses to intellectual property licensed hereunder and embodiments thereof in accordance with this Agreement and agrees to use Commercially Reasonable Efforts to assist AMAG and its Affiliates to obtain such intellectual property and embodiments thereof in the possession or control of Third Parties as reasonably necessary or desirable for AMAG or its Affiliates or Sublicensees to exercise such rights and licenses in accordance with this Agreement.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you. [ ] List here previous Inventions which you desire to have specifically excluded from the operation of this Agreement. Continue on reverse side if necessary.

  • Background IP Each Party will own all right, title and interest in its Background IP.

  • INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS A. Data produced under this Annex which is subject to paragraph C. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement will be protected for the period of one year.

  • Intellectual Property Rights Infringement HP will defend and/or settle any claims against Customer that allege that an HP-branded product or service as supplied under this Agreement infringes the intellectual property rights of a third party. HP will rely on Customer’s prompt notification of the claim and cooperation with our defense. HP may modify the product or service so as to be non-infringing and materially equivalent, or we may procure a license. If these options are not available, we will refund to Customer the amount paid for the affected product in the first year or the depreciated value thereafter or, for support services, the balance of any pre-paid amount or, for professional services, the amount paid. HP is not responsible for claims resulting from any unauthorized use of the products or services. This section shall also apply to deliverables identified as such in the relevant Support Material except that HP is not responsible for claims resulting from deliverables content or design provided by Customer.

  • Foreground IP This subparagraph d. shall not apply to unmodified commercial off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply.

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