1Ownership Sample Clauses
1Ownership. HCA shall retain title to all property furnished by HCA to Contractor under this Contract. Title to all property furnished by Contractor, for the cost of which the Contractor is entitled to reimbursement as a direct item of cost under this Contract, excluding intellectual property provided by Contractor, shall pass to and vest in HCA upon delivery of such property by Contractor. Title to other property, the cost of which is reimbursable to Contractor under this Contract, shall pass to and vest in HCA upon (i) issuance for use of such property in the performance of this Contract, (ii) commencement of use of such property in the performance of this Contract, or (iii) reimbursement of the cost thereof by HCA, in whole or in part, whichever occurs first.
1Ownership. Inventorship of Arising Know-How and all intellectual property rights therein shall be determined in accordance with principles of inventorship for Patent Rights and other intellectual property under US law, and ownership shall follow inventorship.
1Ownership. 17.1. 1The Recipient shall own the rights to any and all Intellectual Property Rights arising out of or in connection with this Agreement, including, but not limited to, all Foreground IPR.
17.1. 2Each party shall own its respective Residual IPR and Input IPR.
17.1. 3The Recipient hereby grants to the Grantor a non-exclusive, royalty-free, worldwide licence to use and modify the Recipient’s Input IPR to the extent necessary to use the Foreground IPR.
1Ownership. (a) Subject to the license granted under Section 3.1, all rights, technology, and intellectual property, including the Intrexon IP, (A) Controlled by Intrexon as of the Effective Date, or (B) thereafter developed by Intrexon independent of the Program and independent of Histogenics Platform Technology, shall be owned by and remain the sole property of Intrexon.
(b) All rights, technology, and intellectual property (A) Controlled by Histogenics or any of its Affiliates that are wholly-owned subsidiaries as of the Effective Date (but excluding any Intrexon IP licensed hereunder), or (B) thereafter developed by Histogenics or any of its Affiliates that are wholly-owned subsidiaries independent of the Program, Intrexon Channel Technology, Intrexon IP or Intrexon Materials, shall be owned by and remain the sole property of Histogenics and such Affiliates (the “Histogenics Independent IP”). For clarity, the Histogenics Independent IP includes (i) the Histogenics Platform Technology and Histogenics Patents and (ii) any and all improvements and modifications to, and any and all derivatives of, Histogenics Platform Technology conceived, reduced to practice or made by or on behalf of Histogenics or any of its Affiliates that are wholly-owned subsidiaries, provided, that such improvements or modifications are not based upon, do not incorporate, and do not require the use of, Intrexon IP, the Intrexon Channel Technology or Intrexon Materials.
(c) Histogenics and/or Intrexon may solely or jointly conceive, and/or reduce to practice, inventions, processes, techniques, and other technology, whether or not patentable, in the course of performing the Program (collectively “Inventions”). Each Party shall promptly provide the IPC with a detailed written description of any such Inventions to enable the IPC to reasonably identify those Inventions that relate to the Field. Inventorship shall be determined in accordance with United States patent laws.
(d) As between the Parties, and excluding Joint Program Inventions, Intrexon shall solely own all right, title and interest in all Inventions (together with all Patent rights and other intellectual property rights therein) that (A) (i) solely relate to use of the Intrexon Channel Technology, Intrexon IP, or Intrexon Materials, and/or (ii) relate generally to the discovery, design and development of markers, cell processing techniques and lines, complex transgenes and vectors, and production processes, and (B) in any case, that ...
1Ownership. Licensee agrees and acknowledges that OpenPOWER retains all right, title and interest in and to the Licensed Marks as well as to all combinations, forms, and derivations of the Licensed Marks, and all goodwill associated therewith; and Licensee acknowledges and agrees that any and all goodwill derived from Licensee’s use of the Licensed Marks shall inure to the sole benefit OpenPOWER. Except as expressly granted in this Agreement, Licensee shall have no rights in the Licensed Marks. Under no circumstances will anything in this Agreement be construed as granting, by implication, estoppel or otherwise, a license to any technology or proprietary right of OpenPOWER or any Member thereof other than the permitted use of the Licensed Marks pursuant to this Agreement. If, at any time, Licensee acquires any rights in, or registrations or applications for, the Licensed Marks, whether by operation of law or otherwise, Licensee hereby immediately, and at no expense to OpenPOWER, assign all such rights, registrations, and/or applications to OpenPOWER, along with any and all associated goodwill.
1Ownership. As between OneMedNet and Customer, OneMedNet IP and OneMedNet’s Confidential Information is and shall at all times remain the sole and exclusive property of OneMedNet and/or its applicable Data Licensors, and other than the rights expressly granted to Customer under this Agreement, no right, title or interest in OneMedNet IP is transferred or granted, directly or indirectly, to Customer under this Agreement. Customer acknowledges and agrees that OneMedNet and/or its Data Licensors retain the right to use the Data for any purpose in its or their sole discretion, and retain the right to otherwise license and distribute the Data for any purpose in its or their sole discretion. Customer shall reproduce and shall not otherwise alter, remove or conceal any copyright or proprietary rights notices placed on the Data by OneMedNet and/or its Data Licensors. As between OneMedNet and Customer, all Intellectual Property Rights in and to Customer Products and Customer Confidential Information is and shall at all times remain the sole and exclusive property of Customer subject to OneMedNet’s and its Data Licensors’ underlying right and interest in and to the Data.
1Ownership. Notwithstanding any right or claim the parties may have had but for this Agreement, Project IP will be owned by the parties as tenants in common in proportion to their respective contributions to the development or creation of that Project IP (including, without limitation, Contributions and inventorship) as agreed by the owning parties prior to the date of first Commercialisation of that Project IP. Any difference or disagreement between the parties in relation to this clause will be finally determined by an independent expert in accordance with clause 10.1(e).
1Ownership. As between the Parties, each Party will own and retain all right, title and interest in and to all Intellectual Property Rights owned or controlled by such Party as of the Effective Date or that come into the ownership or control of such Party during the Term outside the scope of this Agreement. Other than rights granted to Jade under this Agreement with respect to the Licensed Antibody Technology, the Other Licensed Patents and the [***] IP, nothing in this Agreement shall affect Paragon’s rights in any Patents, Know-How or other Intellectual Property Rights owned or controlled by Paragon or its Affiliates, now or in the future. Other than rights granted to Paragon under this Agreement with respect to the Jade Intellectual Property, nothing in this Agreement shall affect Jade’s rights in any Patents, Know-How or other Intellectual Property Rights owned or controlled by Jade or its Affiliates, now or in the future.
1Ownership. (a) As between the Parties, each Party shall exclusively own all Know-How (including Inventions), Patent Rights, and other intellectual property rights conceived, created, made, discovered, generated or invented solely by employees, agents and consultants of such Party or its Affiliates either prior to the Effective Date, or thereafter either pursuant activities conducted independent of, or under and in connection with this Agreement, but in each case subject to the licenses granted to the other Party under Article 2, as applicable.
(b) The Parties will jointly own (i.e., each Party shall own an undivided one-half interest in and to) the entire rights, title and interests in and to all Joint Technology (except as may otherwise be agreed by the Parties under Section 7.2). The Parties will promptly disclose to each other any Joint Technology conceived or reduced to practice no later than [***] after the Intellectual Property or Legal Department of the Party receives a written disclosure of such conception or reduction to practice. Except to the extent either Party is restricted by the licenses granted to the other Party under this Agreement, each Party shall be entitled to practice, license, assign, and otherwise exploit its interests in the Joint Technology without a duty of accounting to or seeking consent from the other Party.
(c) The Parties intend that this Agreement is a joint research agreement under the provisions of pre- ▇▇▇ ▇▇ ▇.▇.▇. ▇▇▇(▇) ▇▇▇ ▇▇▇ ▇▇ ▇.▇.▇. 102(c). The Parties further agree to cooperate and to take reasonable actions to maximize the protections available under the safe harbor provisions of 35 U.S.C. 100 et seq. for U.S. Patent Rights.
1Ownership. Upon payment of the Purchase Price and delivery of the Note to Administrative Agent on behalf of the Buyers, Buyers shall become the sole owner of the Purchased Assets, free and clear of all liens and encumbrances.