JV IP definition

JV IP means any and all Intellectual Property that (a) are or have been assigned, transferred, contributed, conveyed, sold, delivered, or provided (or are required to be assigned, transferred, contributed, conveyed, sold, delivered, or provided) to Express JV or any Affiliate thereof pursuant to any JV IP Transaction Document, or (b) are licensed or sublicensed to Holdings or any of its Affiliates pursuant to any JV IP Transaction Document.

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JV IP means any and all Intellectual Property that (i) are or have been assigned, transferred, contributed, conveyed, sold, delivered, or provided (or are required to be assigned, transferred, contributed, conveyed, sold, delivered, or provided) to Express JV or any Affiliate thereof pursuant to any JV IP Transaction Document, or (ii) are licensed or sublicensed to Holdings or any of its Affiliates pursuant to any JV IP Transaction Document.

JV IP means (a) any intellectual property that is developed, written, made, conceived or reduced to practice by or on behalf of the Joint Venture at any time following the Effective Date, and (b) any and all modifications, improvements, updates and derivatives made to any of the foregoing that may be developed by the Joint Venturers with regards to delivery of Ketamine prior to the Termination Date (as defined herein). Except as otherwise expressly provided in the Joint Venture governing document, under no circumstances shall a party, as a result of this Agreement or the Joint Venture governing document, obtain any ownership interest or other right, title, or interest in or to any other intellectual property or confidential information of the other party, whether by implication, estoppel, or otherwise, including any items controlled or developed by the other party, or delivered by the other party, at any time pursuant to this Agreement or the Joint Venture governing document.

Examples of JV IP in a sentence

• The JV Agreement or an Ancillary Agreement will contain the terms set forth on the JV IP Term Sheet attached as Schedule II.

• JV shall have the sole right to control and file, prosecute, and maintain any U.S. and foreign patents and/or patent applications, including divisionals, continuations, and foreign counterparts of the same, covering JV IP and shall have the right to determine whether or not, and where, to file a patent application, to abandon the prosecution of any such patent, patent application, or to continue the maintenance of any patent, or patent application in any jurisdiction.

• JV shall have the right and license to hold, control, and use copies or embodiments of the Current Romeo IP, Future Romeo IP, IP Holdco IP and JV IP in accordance with JV’s license to the same under this Agreement.

• The foregoing shall not be deemed to derogate from the Grantors’ obligations in respect of the JV IP License Agreements and the JV IP under the Credit Agreement.

• JV shall be responsible for all costs and expenses for protecting JV IP as and to the extent determined by the Board.

• The term of the JV IP License Agreement shall be co-terminus with this Agreement.

• BorgWarner shall have the right and license to hold, control, and use copies or embodiments of the Current Romeo IP, Future Romeo IP, IP Holdco IP and JV IP in accordance with BorgWarner’s license to the same under this Agreement.

• JV represents and warrants to the Parties that, subject to the licenses and rights set forth in this Agreement, JV shall be the owner or in control of the JV IP.

• Each Joint Venturer will have the right, subject to this and applicable law, to make, have made, use, offer to sell, sell, and import JV IP and freely exercise, transfer, assign, license, encumber, and enforce all of its rights in the JV IP without the consent, joinder, or participation of, or payment or accounting, to the other Joint Venturer.

• Each Joint Venturer hereby unconditionally and irrevocably waives any right it may have under applicable law as a joint owner of the JV IP to require such consent, joinder, participation, payment, or accounting.

More Definitions of JV IP

JV IP. With respect to any Intellectual Property (i) that is to be developed by a third party on behalf of any JV Entity and/or (ii) the development of which by or on behalf of any JV Entity is to be funded in whole or in part by any third party, the applicable JV Entity shall use its commercially reasonable endeavors to secure from such applicable third party the right and ability to pass licences of such Intellectual Property through to Cosan and Shell in accordance with the terms and conditions of this Section 7.02(a) (but subject to any relevant restrictions or other terms and conditions imposed by such third party); provided that such JV Entity shall not be required to secure such rights if doing so would cause the terms and conditions of such JV Entity’s arrangements with such third party to be less favorable to such JV Entity.

JV IP means all Intellectual Property and rights in Proprietary Information owned or developed for or by JV, including, but not limited to, any Intellectual ​ ​ Property owned by JV pursuant to the Application Engineering Services Agreement and each specific statement of work thereto for services Romeo provides to JV. For clarity, JV IP shall not include IP Holdco IP, Current Romeo IP and Future Romeo IP.