Common use of Use of Intellectual Property Clause in Contracts

Use of Intellectual Property. Except as expressly provided in this Agreement, nothing in this Agreement amends or modifies the provisions of the Intellectual Property Matters Agreement. To the extent any Intellectual Property is developed by Parent or its Subsidiaries in connection with Parent’s performance of work pursuant to any Shared Contracts (Spinco Companies), the Parties shall cooperate in good faith to allocate ownership and use of such Intellectual Property based upon the intended use and application of such Intellectual Property in the Parent Business and/or the Spinco Business, as the case may be, based upon the following key principles: (i) Intellectual Property with exclusive application to the Parent Business shall be retained by the Parent Companies with no grant of rights to the Spinco Companies, (ii) Intellectual Property with exclusive application to the Spinco Business shall be transferred to the Spinco Companies with no grant of rights to the Parent Companies, and (iii) Intellectual Property with application to both the Parent Business and the Spinco Business shall be retained by the Parent Companies and licensed to Spinco on a nonexclusive basis, in each case based on terms and conditions consistent with the similar provisions of the Separation Agreement and the Intellectual Property Matters Agreement with respect to Transferred Intellectual Property, Excluded Intellectual Property, Licensed Intellectual Property and Licensed-Back Intellectual Property, as the case may be. To the extent that, under the terms of any Shared Contracts (Spinco Companies) or Orders, rights in Intellectual Property are required to be granted to or otherwise made available to the U.S. Government, the Parties shall use reasonable best efforts to provide such rights under the terms and conditions of customary license or other agreements.

Appears in 3 contracts

Samples: Shared Contracts Agreement Shared Contracts (Leidos Holdings, Inc.), Shared Contracts Agreement (Leidos Holdings, Inc.), Shared Contracts Agreement (Abacus Innovations Corp)

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Use of Intellectual Property. Except as expressly provided in this Agreement, nothing in this Agreement amends or modifies the provisions of the Intellectual Property Matters Agreement. To the extent any Intellectual Property is developed by Parent or its Subsidiaries in connection with Parent’s performance of work pursuant to any Shared Contracts (Spinco Companies), the Parties shall cooperate in good faith to allocate ownership and use of such Intellectual Property based upon the intended use and application of such Intellectual Property in the Parent Business and/or the Spinco Business, as the case may be, based upon the following key principles: (i) Intellectual Property with exclusive application to the Parent Business shall be retained by the Parent Companies with no grant of rights to the Spinco Companies, (ii) Intellectual Property with exclusive application to the Spinco Business shall be transferred to the Spinco Companies with no grant of rights to the Parent Companies, and (iii) Intellectual Property with application to both the Parent Business and the Spinco Business shall be retained by the Parent Companies and licensed to Spinco on a nonexclusive basis, in each case based on terms and conditions consistent with the similar provisions of the Separation Agreement and the Intellectual Property Matters Agreement with respect to Transferred Intellectual Property, Excluded Intellectual Property, Licensed Intellectual Property and Licensed-Back Intellectual Property, as the case may be. To the extent that, under the terms of any Shared Contracts (Spinco Companies) or Orders, rights in Intellectual Property are required to be granted to or otherwise made available to the U.S. Government, the Parties shall use reasonable best efforts to provide such rights under the terms and conditions of customary license or other agreements. 8 Section 6.

Appears in 1 contract

Samples: www.sec.gov

Use of Intellectual Property. Except as expressly provided in this Agreement, nothing in this Agreement amends or modifies the provisions of the Intellectual Property Matters Agreement. To the extent any Intellectual Property is developed by Parent Spinco or its Subsidiaries in connection with ParentSpinco’s performance of work pursuant to any Shared Contracts (Spinco Parent Companies), the Parties shall cooperate in good faith to allocate ownership and use of such Intellectual Property based upon the intended use and application of such Intellectual Property in the Parent Spinco Business and/or the Spinco Parent Business, as the case may be, based upon the following key principles: (i) Intellectual Property with exclusive application to the Parent Spinco Business shall be retained by the Spinco Companies with no grant of rights to the Parent Companies, (ii) Intellectual Property with exclusive application to the Parent Business shall be transferred to the Parent Companies with no grant of rights to the Spinco Companies, (ii) Intellectual Property with exclusive application to the Spinco Business shall be transferred to the Spinco Companies with no grant of rights to the Parent Companies, and (iii) Intellectual Property with application to both the Parent Spinco Business and the Spinco Parent Business shall be retained by the Parent Spinco Companies and licensed to Spinco Parent on a nonexclusive basis, in each case based on terms and conditions consistent with the similar provisions of the Separation Agreement and the Intellectual Property Matters Agreement with respect to Transferred Intellectual Property, Excluded Intellectual Property, Licensed Intellectual Property and Licensed-Back Intellectual Property, as the case may be. To the extent that, under the terms of any Shared Contracts (Spinco Parent Companies) or Orders, rights in Intellectual Property are required to be granted to or otherwise made available to the U.S. Government, the Parties shall use reasonable best efforts to provide such rights under the terms and conditions of customary license or other agreements.

Appears in 1 contract

Samples: Shared Contracts Agreement (Leidos Holdings, Inc.)

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Use of Intellectual Property. Except as expressly provided in this Agreement, nothing in this Agreement amends or modifies the provisions of the Intellectual Property Matters Agreement. To the extent any Intellectual Property is developed by Parent Spinco or its Subsidiaries in connection with ParentSpinco’s performance of work pursuant to any Shared Contracts (Spinco Parent Companies), the Parties shall cooperate in good faith to allocate ownership and use of such Intellectual Property based upon the intended use and application of such Intellectual Property in the Parent Spinco Business and/or the Spinco Parent Business, as the case may be, based upon the following key principles: (i) Intellectual Property with exclusive application to the Parent Spinco Business shall be retained by the Spinco Companies with no grant of rights to the Parent Companies, (ii) Intellectual Property with exclusive application to the Parent Business shall be transferred to the Parent Companies with no grant of rights to the Spinco Companies, (ii) Intellectual Property with exclusive application to the Spinco Business shall be transferred to the Spinco Companies with no grant of rights to the Parent Companies, and (iii) Intellectual Property with application to both the Parent Spinco Business and the Spinco Parent Business shall be retained by the Parent Spinco Companies and licensed to Spinco Parent on a nonexclusive basis, in each case based on terms and conditions consistent with the similar provisions of the Separation Agreement and the Intellectual Property Matters Agreement with respect to Transferred Intellectual Property, Excluded Intellectual Property, Licensed Intellectual Property and Licensed-Back Intellectual Property, as the case may be. To the extent that, under the terms of any Shared Contracts (Spinco Parent Companies) or Orders, rights in Intellectual Property are required to be granted to or otherwise made available to the U.S. Government, the Parties shall use reasonable best efforts to provide such rights under the terms and conditions of customary license or other agreements. Section 6.

Appears in 1 contract

Samples: www.sec.gov

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