Transfers of Intellectual Property Sample Clauses

Transfers of Intellectual Property. Transfer any ownership or interest in, or material rights relating to, or the granting of any liens or encumbrances on, any of the Intellectual Property to any person or entity which is not a member of the consolidated group of the Company and its Subsidiaries; provided, however, that this restriction shall not apply to transfers of Intellectual Property accomplished in the ordinary course of business (such as pursuant to software license agreements in the ordinary course of business).
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Transfers of Intellectual Property. (a) Xxxx hereby sells and assigns to Cephalon its entire right, title, and interest throughout the world in and to the [**] Application and the inventions claimed therein. Xxxx also hereby grants to Cephalon and its Affiliates a non-exclusive, non-royalty-bearing, world-wide license (including the right to sublicense) to all Intellectual Property Rights owned or controlled by Xxxx that are related to the [**] Application and necessary to permit Cephalon to practice the inventions claimed in the [**] Application (the “[**] Intellectual Property Rights”) to manufacture, have manufactured, develop, formulate, use, sell, offer to sell, and import API and finished pharmaceutical products.
Sample 1
Transfers of Intellectual Property. Unless otherwise approved by the Company’s Board of Directors or a committee of the Board of Directors (including in each case the approval of at least two of the Preferred Directors), neither the Company nor any Subsidiary shall sell, lease, transfer, exclusively license or otherwise dispose of or pledge or encumber its technology or intellectual property, other than licenses granted in the ordinary course of business.
Sample 1
Transfers of Intellectual Property. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to transfer, in any transaction or series of transactions after the Closing Date, to any Person that is not a Loan Party (x) any intellectual property or exclusive rights thereto, governmental or regulatory consent, approval, license or authorization, in each case, that is material to the business of the Loan Parties (as determined by the Borrower in its reasonable good faith business judgment in consultation with (but without the consent of) the Administrative Agent) or (y) any Capital Stock of any Restricted Subsidiary of the Borrower that owns intellectual property or exclusive rights thereto, governmental or regulatory consents, approvals, licenses or authorizations, in each case, that is material to the business of the Loan Parties (in the Borrower’s reasonable good faith business judgment in consultation with (but without the consent of) the Administrative Agent), in each case, other than granting non-exclusive licenses, non-exclusive rights or similar agreements; provided that substantially contemporaneously with any such transfer, the Borrower shall deliver a certificate to the Administrative Agent (for delivery to each Lender) from the chief financial officer of the Borrower describing the intellectual property subject to such transfer and certifying that such transfer is made in compliance with this Section 6.03.
Sample 1
Transfers of Intellectual Property. Franklin will cause any transferee or successor in interest to any Franklin Patent or other intellectual property or proprietary right, or any interest therein, to be bound by all applicable terms of this Section 3.
Sample 1
Transfers of Intellectual Property. As soon as practicable following the date of this Agreement, but in any event prior to the Closing, Seller shall (a) assign, or cause its applicable Affiliate to assign, to a Transferred Entity designated in writing by Purchaser, on a form reasonably satisfactory to Purchaser, all right, title and interest of Seller and its Affiliates in and to all Registered Business Intellectual Property (including any Marks and Internet Properties set forth on Section 3.16(a) of the Seller Disclosure Schedule, and any Marks and Internet Properties that the parties later determine should have been set forth on Section 3.16(a) of the Seller Disclosure Schedule), to the extent not already owned by a Transferred Entity as of the date of this Agreement; (b) take all actions necessary to record and effect such assignment with the applicable Governmental Entity or registrar; and (c) deliver to Purchaser executed copies of all such assignments and documentation of all such recordations and other actions.
Sample 1

Related to Transfers of Intellectual Property

  • Use of Intellectual Property The Adviser grants to the Sub-Adviser a sublicense to use the trademarks, service marks, logos, names, or any other proprietary designations of the Adviser (“AdvisorShares Marks”) on a non-exclusive basis. The Sub-Adviser will acquire no rights in the AdvisorShares Marks, and all goodwill of the AdvisorShares Marks shall inure to and remain with the Adviser. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund(s), the Adviser or any of their respective affiliates or use AdvisorShares Marks in offering, marketing or other promotional materials without the prior express written consent of the Adviser, which approval will not be unreasonably withheld or delayed, except as required by rule, regulation or upon the request of a governmental authority. Notwithstanding the forgoing, the Sub-Adviser and its affiliates may, without obtaining the Adviser’s prior approval, refer directly or indirectly to its relationship with the Trust, the Fund(s), the Adviser or any of their respective affiliates and use AdvisorShares Marks in offering, marketing or other promotional materials provided that such materials were previously approved by the Adviser and remain in substantially the same form.

  • License of Intellectual Property Each Party (a “Licensor”) grants the other Party (a “Licensee”) the non-exclusive, royalty-free, paid-up, worldwide, irrevocable, right, during the term of this Agreement, to use the Licensor’s Intellectual Property solely for the purposes of this Agreement and to carry out the Party’s functions consistent with its responsibilities and authority as set forth in the enable legislation and regulations. Such licenses shall not give the Licensee any ownership interest in or rights to the Intellectual Property of the Licensor. Each Licensee agrees to abide by all third-party license and confidentiality restrictions or obligations applicable to the Licensor’s Intellectual Property of which the Licensor has notified the Licensee in writing.

  • Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof.

  • Enforcement of Intellectual Property Rights I will cooperate fully with the Company, both during and after my employment with the Company, with respect to the procurement, maintenance and enforcement of Intellectual Property Rights in Company-Related Developments. I will sign, both during and after the term of this Agreement, all papers, including without limitation copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development. If the Company is unable, after reasonable effort, to secure my signature on any such papers, I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development.

  • New Intellectual Property The scope and potential value of intellectual property is very wide. It is sometimes difficult to identify, let alone to track. The provisions in this agreement are therefore thorough. As long as we do not know today ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■

  • Ownership of Intellectual Property Rights 1. 3. 1. Your only right to use the Software is by virtue of this License and you acknowledge that all intellectual property rights in or relating to the Software and all parts of the Software are and shall remain the exclusive property of Traction Software Limited or its licensors.

  • Intellectual Property The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Licences of Intellectual Property Rights 28.1. The Contractor grants to the Authority a royalty-free, irrevocable and non-exclusive licence (with a right to sub-licence) to use any Intellectual Property Rights owned or developed prior to the Commencement Date and which the Authority reasonably requires in order to enjoy the benefit of the Services.

  • Maintenance of Intellectual Property The Company will, and will cause each of its Subsidiaries to, take all reasonable action necessary or advisable to maintain all of the Intellectual Property Rights of the Company and/or any of its Subsidiaries that are necessary or material to the conduct of its business in full force and effect.

  • Registered Intellectual Property All rights in respect of that -------------------------------- registered Intellectual Property set forth on Schedule 2.8 and any applications therefor (collectively the "Contributed Registered ---------------------- Intellectual Property") and any remedies against any and all past, --------------------- present and future infringements thereof and rights to protection of interest therein.

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