Ancillary Intellectual Property Sample Clauses

The Ancillary Intellectual Property clause defines the rights and obligations related to intellectual property that is not the main subject of the agreement but is necessary for its performance. This may include background technology, pre-existing software, or third-party licenses that support the primary deliverables. By clarifying how such supporting intellectual property can be used, accessed, or licensed, the clause ensures that all parties have the necessary rights to fulfill their contractual obligations and helps prevent disputes over the use of related IP.
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Ancillary Intellectual Property. All right, title and interest in Ancillary Intellectual Property discovered, made or conceived by employees of ▇▇▇▇, or by employees or consultants of CLIENT or by employees and consultants of both ▇▇▇▇ and CLIENT in the course of and arising out of the contemplated in this Agreement shall be (i) solely owned by ▇▇▇▇ if discovered, made or conceived solely by employees of ▇▇▇▇, (ii) solely owned by CLIENT if discovered, made or conceived solely by employees or consultants of CLIENT or (iii) jointly owned by ▇▇▇▇ and CLIENT if discovered, made or conceived by employees of both ▇▇▇▇ and CLIENT. ▇▇▇▇ hereby grants to CLIENT a fully paid-up, royalty-free, non-exclusive, irrevocable, perpetual license to practice ▇▇▇▇ owned Ancillary Intellectual Property for the Production of the Protein Molecule, derivatives, and variations thereof. CLIENT hereby grants to ▇▇▇▇ a fully paid-up, royalty-free, non-exclusive, irrevocable, perpetual license to practice CLIENT owned Ancillary Intellectual Property to make, use, sell, offer to sell, sell and import protein molecules and related methods other than the Protein Molecule. Each Party shall bear the expense of activities relating to its own filing, prosecution and maintenance of any patent or patent applications provided for by this Section 9.5. Each Party shall execute, at the other Party’s expense, all formal documents as may be reasonably requested by the other Party and customarily required by patent authorities for either Party to record the rights and licenses granted pursuant to this Section 9.5.
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Ancillary Intellectual Property or Ancillary IP shall mean all copyrights, design patents and trade dress rights, which exist or which may be created in the future, in or to the Packaging and A&P Materials for or used in connection with the Licensed Products.
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Ancillary Intellectual Property. 2.17.1 As of the CLOSING, HERCULES grants to MACDERMID a royalty free, non-exclusive, non-transferable license (in all instances, except in the case of a sale by MACDERMID of all or substantially all of the PURCHASED ASSETS) with no right to sublicense, to practice HERCULES non-E&PD knowhow which had been practiced incidentally by its E&PD BUSINESS as a necessary part of its business prior to the CLOSING DATE but only to the extent to which this knowhow was practiced by the E&PD BUSINESS prior to the CLOSING DATE and only for use by MACDERMID to practice the E&PD BUSINESS subsequent to the CLOSING DATE. 2.17.2 As of the CLOSING, HERCULES agrees not to assert against MACDERMID any claim of infringement resulting from MACDERMID's making, using, selling or offering for sale any article or process covered by one or more claims contained in any patent which HERCULES owns or is licensed under which had been practiced incidentally by its E&PD BUSINESS as a necessary part of its business prior to the CLOSING DATE but only to the extent to which such technology was practiced by the E&PD BUSINESS prior to the CLOSING DATE and which is necessary for MACDERMID to practice the E&PD BUSINESS subsequent to the CLOSING DATE. 2.17.3 As of the CLOSING, HERCULES grants to MACDERMID the right to practice HERCULES' three-dimensional photo lithography technology as existing on the date hereof, all in accordance with the THREE-DIMENSIONAL PHOTO LITHOGRAPHY AGREEMENT.
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Ancillary Intellectual Property. (a) As of the Closing, Hercules grants to Buyer a royalty free, nonexclusive, non-transferable license (in all instances, except in the case of a sale by Buyer of all or substantially all of the Purchased Assets) with no right to sublicense, to practice Hercules non-Peroxides Business know-how which had been practiced incidentally by its Peroxides Business as a necessary (based upon past practices) part of its business prior to the Closing Date, but only to the extent to which this know-how was practiced by the Peroxides Business prior to the Closing Date and only for use by Buyer to practice the Peroxides Business subsequent to the Closing Date. The phrase "necessary (based upon past practices)" means that, when the relevant item has been consistently used by Hercules in the operation of the Peroxides Business, it shall be deemed necessary for purposes of interpretation of this Agreement. (b) As of the Closing, Hercules agrees not to assert against Buyer any claim of infringement resulting from Buyer's making, using, selling or offering for sale any article or process covered by one or more claims contained in any patent which Hercules owns or is licensed under which had been practiced incidentally by its Peroxides Business as a necessary (based upon past practices) part of its business prior to the Closing Date, but only to the extent to which such technology was practiced by the Peroxides Business prior to the Closing Date and which is necessary (based upon past practices) for Buyer to practice the Peroxides Business subsequent to the Closing Date.
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Related to Ancillary Intellectual Property

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

  • Joint Intellectual Property 9.1 University agrees to not Implement any Joint Intellectual Property for any purpose other than educational, experimental or research purposes. In consideration of University not Implementing the Joint Intellectual Property except for the limited purposes set forth in this paragraph, Company agrees to Implement any Joint Intellectual Property only in accordance with a license agreement to be entered into by Company and University with respect to the Implementation of such Joint Intellectual Property. Company shall pay to University, in connection with such Implementation, a compensatory royalty in accordance with such license agreement to be agreed by the Parties. 9.2 University agrees to not grant to any third party a license to Implement its rights in the Joint Intellectual Property without Company’s prior written consent. Notwithstanding anything contrary herein provided, University may grant to a third party a license to use the Joint Intellectual Property without Company’s prior written consent in the following cases: (i) if Company fails to execute a license agreement with University pursuant to Article 9.1 without any reasonable cause within three years from the Completion Date, or otherwise seeks to Implement any such Joint Intellectual Property other than pursuant to any such license agreement; or (ii) if Company fails to pay any compensatory royalty in accordance with the license agreement entered into pursuant to Article 9.1. 9.3 Company may grant a third party a non-exclusive license to the Joint Intellectual Property provided that Company first executes a license agreement with University setting forth, among other matters, the allocation of any license fee or royalty received from any such third party as between the Parties. 9.4 Unless otherwise provided in this Agreement, neither Party may transfer, grant a security interest in, grant a license to or otherwise dispose of its right, title or interest in or to the Joint Intellectual Property to any third party without the prior written consent of the other Party. 9.5 Each Party shall notify the other Party in writing before abandoning its right, title or interest in and to any Joint Intellectual Property.

  • New Intellectual Property 15.1. Each shareholder understands that whilst associated with the Company, he may discover or ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ : 15.1.1 do his utmost to ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ; 15.1.2 inform the Company ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ; 15.1.3 provide to the Company whatever full code, passwords, specification, ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ 15.2. To make this effective each shareholder now undertakes to do whatever is ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ . 15.3. This paragraph does not apply to Intellectual Property created by ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■

  • Third Party Intellectual Property 6.1 Unless otherwise expressly indicated, all Intellectual Property rights including, but not limited to, Copyright and Trademarks, in product images and descriptions belong to the manufacturers or distributors of such products as may be applicable. 6.2 Subject to Clause 7 you may not reproduce, copy, distribute, store or in any other fashion re-use such material unless otherwise indicated on the Website or unless given express written permission to do so by the relevant manufacturer or supplier.

  • 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.