Patents; Intellectual Property Sample Clauses

Patents; Intellectual Property. Employee hereby assigns and agrees to assign to the Company any invention, improvement, or discovery made by Employee, alone or jointly with others, during the Employment Term, including any period of authorized leave of absence, or as a result of his or her employment, and which in any way relates to, or may be useful in, the business of the Company, together with each patent that may be obtained thereon in any country. Employee shall promptly and fully disclose to the Company any such invention, improvement or discovery and, without further consideration, will upon request by the Company execute all proper papers for use in applying for, obtaining and maintaining any United States or foreign patent and all proper assignments thereof, at the Company’s expense and through its patent counsel. Each such invention, improvement or discovery, whether or not patented, shall be the exclusive property of the Company.
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Patents; Intellectual Property. 5.1 The trademarks, patents and other intellectual property of each of the Parties prior to the Effective Date shall remain the property of the respective owners of such intellectual property and nothing herein shall be construed so as to transfer ownership of any such intellectual property from the owner of the same prior to the Effective Date.
Sample 1
Patents; Intellectual Property. As between SEMC and Distributor and and as between SEMC and Distributor's customers, employees, agents, consultants and contractors, SEMC retain all Intellectual Property Rights in and to the Products and all related Product documentation. Purchaser agrees that it shall not: (i) reverse engineer, disassemble, decompile, interrogate or decode the software or any data files created by or associated with the Product; (ii) derive source code, methodologies or proprietary algorithms from the software; (iii) modify the software or otherwise create any derivative work from the software; (iv) assert the invalidity or contest the ownership by SEMC of the software, either as a complete or partial defense to any claim made by SEMC or any third party, or (v) take any action which may prejudice the validity of SEMC's rights, title and interest in and to the Software. SEMC shall retain the exclusive right to reproduce, publish, patent, copyright, sell, license and otherwise make use of the Products and any and all inventions, discoveries, improvements, updates and Enhancements relating to the Products. Purchaser shall not make any modifications to the Products, nor remove or alter or translate any writings or etchings contained in or on the Products or the documentation delivered to Purchaser as part of the Products without SEMC's prior written consent.
Sample 1
Patents; Intellectual Property. The Executive shall promptly disclose to the Company any invention, discovery, development or improvement which can be the subject of patent rights or intellectual property rights (hereafter an "Invention") of which he is the author or co-author, with all documents necessary for its understanding. The attribution or transfer of industrial property rights pertaining to patentable Inventions shall be made in accordance with the relevant legislation. All rights pertaining to non-patentable Inventions made in the course of the Executive's employment shall be transferred to the Company without any formality or any other compensation than the Executive's remuneration, the amount of which has been set in consideration of such transfers.
Sample 1
Patents; Intellectual Property. The Executive shall promptly disclose to the Company any invention, discovery, development or improvement which can be the subject of patent rights or intellectual property rights (hereafter an "Invention") of which he is the author or co-author, with all documents necessary for its understanding. The attribution or transfer of industrial property rights pertaining to patentable Inventions shall be made in accordance with the relevant legislation.
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Patents; Intellectual Property. (but excluding, for clarity, Intellectual Property under clause (ii) of the definition of Intellectual Property), Confidential Information, copyright, the right to produce, publish or cause to be produced, and all published information material and documents;
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Patents; Intellectual Property. IGI has been granted license(s) from Novavax to use certain Novavax patent rights ("Novavax Patent(s)") topically and for dermatological use. <PAGE> 31 Novavax received patent protection from the USPTO for its Novasome® encapsulation Technologies as more fully described in issued patent(s), a full listing of which is attached in Schedule A annexed hereto, and IGI has no knowledge, or grounds for such knowledge, that the Novavax license(s) to IGI are not valid and binding, and that the license(s) can be assigned and/or sublicensed, and that Novavax Patent(s) (a) was not properly filed, or properly issued, (b) is subject to an invalidity attack for patent misuse or on any other grounds, such as failure to disclose prior art, or for obviousness and (c) no person, firm, corporation or other entity is entitled to restrain Novavax or IGI from using the Novavax Patent. Neither IGI nor Novavax (to IGI's knowledge) has received any notice claiming that it, Novavax, or a Novavax Patent, or its use of any other intellectual property is infringing upon or it is otherwise acting adversely to any patents, patent rights, licenses or trade secrets owned by any person, firm, corporation or other entity.
Sample 1
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Patents; Intellectual Property. Supplier warrants that the use or sale by ArcelorMittal Tubular Products Canada G.P. of the goods herein specified will not infringe on any right of invention, patent, trademark, trade name, trade secret or process of manufacture and agrees to indemnify and save ArcelorMittal Tubular Products Canada G.P. harmless against any costs, damages, liabilities or expenses, including lawyer or other professional fees and disbursements, arising out of any infringement or alleged infringement of such intellectual property.
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Related to Patents; Intellectual Property

  • 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.

  • Licenses; Intellectual Property Maintain, and cause each Subsidiary of the Borrower to maintain, in full force and effect, all licenses, franchises, Intellectual Property, permits, authorizations and other rights as are necessary for the conduct of its business, the loss of which could reasonably be expected to have a Material Adverse Effect.

  • Licensed Intellectual Property Section 3.17(h)(vi)...................................29

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.

  • Intellectual Property License 20.1 Any Intellectual Property originating from or developed by a Party shall remain in the exclusive ownership of that Party.

  • Third Party Intellectual Property Rights You acknowledge that, in respect of any Third Party Intellectual Property Rights in the Services, Your use of any such Intellectual Property Rights is conditional on Us obtaining a written licence from the relevant licensor on such terms as will entitle Us to license such rights to You. We shall provide the Third Party Applications or Third Party Services under the standard licence terms provided by the relevant third parties (the Third Party End User Licence(s), copies of which shall be provided to You), and You agree to be bound to the relevant third parties by such licence terms. You shall comply with the Third-Party End User Licences and shall indemnify and hold Us harmless against any loss of damage which We may suffer or incur as a result of Your breach of such terms howsoever arising.

  • Intellectual Properties (a) All ownership, copyright, patent, trade secrecy and other rights in all works, designs, inventions, ideas, manuals, improvements, discoveries, processes, customer lists or other properties (the "Intellectual Properties") made or conceived by Executive during the term of his/her employment by the Company shall be the rights and property solely of the Company, whether developed independently by Executive or jointly with others, and whether or not developed or conceived during regular working hours or at the Company's facilities, and whether or not the Company uses, registers, or markets the same.

  • Intellectual Property Licenses Notwithstanding anything to the contrary contained in the TSA, and except as otherwise provided in Section 5.13 of the SPA, it shall be the responsibility of the Receiving Party (at the Receiving Party’s sole cost and expense) to obtain all licenses associated with the use of third party intellectual property, including but not limited to copyrights (e.g., software), trademarks and patents (and/or consents and extensions relating to such licenses), if any, necessary for the provision of Services to the Receiving Party during the Term. The Service Provider agrees to use commercially reasonable efforts to assist the Receiving Party in its negotiations with any licensors from whom the Receiving Party may require such a license (or consent or extension) during the Term. In the event the Receiving Party is unable to obtain a necessary license, consent or extension, the Services related to such license shall be removed from the scope of the TSA, without a reduction in fees or payments owed by the Receiving Party under the TSA. In all events, and in addition to (and not in limitation of) any similar rights that the Service Provider may have under the TSA, the Receiving Party shall indemnify, defend and hold the Service Provider harmless from and against any actions, liabilities and/or claims relating to the licenses and the license matters discussed in this provision. The Receiving Party’s obligation to pay any fees under this Section 1.5 shall apply whether or not such claims for fees arise from the Receiving Party’s continued or past access to or benefit from third party intellectual property. The Receiving Party also acknowledges the Service Provider’s right to initiate discussion with third party licensors that may involve the Receiving Party’s use of intellectual property. All negotiated agreements with third party licensors for the future use of or rights to intellectual property and associated services shall be at the cost of the Service Provider, provided that the Receiving Party shall bear the cost of incremental third party use fees which are specifically identified in the agreements with the third party licensors and which relate solely to the Receiving Party’s use (“Incremental License Fees”). Such Incremental License Fees shall be approved in advance in writing by the Receiving Party, which approval shall not be unreasonably withheld or delayed.

  • Company Intellectual Property The Executive agrees to promptly disclose to the Company any and all work product, inventions, artistic works, works of authorship, designs, methods, processes, technology, patterns, techniques, data, Confidential Information, patents, trade secrets, trademarks, domain names, copyrights, and the like, and all other intellectual property relating to the business of the Company and any of its affiliates which are created, authored, composed, invented, discovered, performed, perfected, or learned by the Executive (either solely or jointly with others) during the Employment Term (collectively, together with such intellectual property as may be owned or acquired by the Company, the “Company Intellectual Property”). The Company Intellectual Property shall be the sole and absolute property of the Company and its affiliates. All work performed by the Executive in authoring, composing, inventing, creating, developing or modifying Company Intellectual Property and/or other work product to which copyright protection may attach during the course of the Executive’s employment with the Company shall be considered “works made for hire” to the extent permitted under applicable copyright law and will be considered the sole property of the Company. To the extent such works, work product or Company Intellectual Property are not considered “works made for hire,” all right, title, and interest to such works, work product and Company Intellectual Property, including, but not limited to, all copyrights, patents, trademarks, rights of publicity, and trade secrets, is hereby assigned to the Company and the Executive agrees, at the Company’s expense, to execute any documents requested by the Company or any of its affiliates at any time in relation to such assignment. The Executive acknowledges and agrees that the Company is and will be the sole and absolute owner of all trademarks, service marks, domain names, patents, copyrights, trade dress, trade secrets, business names, rights of publicity, inventions, proprietary know-how and information of any type, whether or not in writing, and all other intellectual property used by the Company or held for use in the business of the Company, including all Company Intellectual Property. The Executive further acknowledges and agrees that any and all derivative works, developments, or improvements based on intellectual property, materials and assets subject to this Section 6 created during the Employment Term (including, without limitation, Company Intellectual Property) shall be exclusively owned by the Company. The Executive will cooperate with the Company and any of its affiliates, at no additional cost to such parties (whether during or after the Employment Term), in the confirmation, registration, protection and enforcement of the rights and property of the Company and its affiliates in such intellectual property, materials and assets, including, without limitation, the Company Intellectual Property.

  • Copyrights, Patents, Trademarks and Licenses, etc The Company and each Subsidiary own or are licensed or otherwise have the right to use all of the material patents, trademarks, service marks, trade names, copyrights, contractual franchises, authorizations and other rights that are reasonably necessary for the operation of their respective businesses, without material conflict with the rights of any other Person. To the best knowledge of the Company, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Company or any Subsidiary infringes upon any rights held by any other Person. Except as specifically disclosed in Schedule 6.5, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of the Company, threatened, and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code is pending or, to the knowledge of the Company, proposed, which, in either case, would reasonably be expected to have a Material Adverse Effect.

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