Disposition of Intellectual Property Clause Samples

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Disposition of Intellectual Property. In the event EEI with the express written consent of EAI markets to Non-Affiliates Intellectual Property heretofore or hereafter developed or otherwise acquired by EAI for its own use, and such Intellectual Property is actually used by EAI, all profits derived by EEI from such marketing transactions shall be divided equally by EAI and EEI, after deducting all of EEI's incremental costs associated with making the Intellectual Property available for sale, including the cost of marketing such Intellectual Property; provided, however, that in the event any Intellectual Property developed or otherwise acquired by EAI for its own use is not actually so used, and is subsequently marketed by EEI to Non-Affiliates, EEI shall fully reimburse EAI for all of its costs incurred to develop or otherwise acquire such Intellectual Property before any profits derived from its marketing of such Intellectual Property shall be so divided.
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Disposition of Intellectual Property. In exchange for the Technology Access Fee, the Fee for Work Plan Completion, the Yearly Renewal Fee, and the Commercial License Royalty, EpiVax hereby grants Generex and its Affiliates a non-exclusive, transferable, license under EpiVax’ and its Affiliates’ interest in the EpiVax IP generated by EpiVax during the performance of this Statement of Work, with the right to grant sublicenses, and rights to use the Background IP of EpiVax, together, as necessary to make, have made, modify, improve, market, import, have imported, sell, have sold, offer for sale, bundle, distribute, have distributed and otherwise use, enjoy the benefit of, and exploit the Ii-Key Products or Diagnostic Products in the Field and the Territory. EpiVax reserves the right to use the EpiVax IP within the Field, with or without third parties, for the development of products which do not qualify as either Ii-Key Products or Diagnostic Products.
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Disposition of Intellectual Property. All work product produced by CONSULTANT hereunder shall remain the sole property of CONSULTANT and all rights of ownership shall be exclusive and sole to CONSULTANT. All work product referenced herein may not be reproduced, disseminated, quoted, replicated, published, or transmitted in whole or in part and all rights are reserved expressly and solely by CONSULTANT for such work product. Said work product may be copyrighted or seek similar intellectual property protection afforded to CONSULTANT under this express provision.
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Disposition of Intellectual Property. Employee has no right to participate in decisions relating to the protection or disposition, such as sale or licensing, of Intellectual Property required to be assigned under this Agreement. FCA US has the sole right to determine the terms and conditions of any disposition of such Intellectual Property, which may be made with or without money compensation. Employee has no right to share in any receipts from the disposition of such Intellectual Property, except as set forth in Paragraph 4 below.
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Disposition of Intellectual Property. In the event EEI with the express written consent of Service Company markets to Non-Affiliates Intellectual Property heretofore or hereafter developed or otherwise acquired by Service Company for one or more of the Client System Companies that are Regulated Utilities, and such Intellectual Property is actually used by Service Company on behalf of such Client System Company(ies), all profits derived by EEI from such marketing transactions shall be divided equally by Service Company and EEI, after deducting all of EEI's incremental costs associated with making the Intellectual Property available for sale, including the cost of marketing such Intellectual Property; provided, however, that in the event any Intellectual Property developed or otherwise acquired by Service Company for use on behalf of such Client System Company(ies) is not actually so used, and is subsequently marketed by EEI to Non-Affiliates, EEI shall fully reimburse Service Company for all of its costs incurred to develop or otherwise acquire such Intellectual Property before any profits derived from its marketing of such Intellectual Property shall be so divided.
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Disposition of Intellectual Property. In each Collaboration Agreement, GI and CAT, as applicable, shall obtain from the academic collaborator: (1) an automatic, irrevocable, non-exclusive royalty-free license (with right of sublicense), to all know-how, inventions and discoveries (patentable and unpatentable) made by the academic collaborator ("Academic IP"), or (3) an option to negotiate an exclusive, royalty bearing license (with right of sublicense) to all Academic IP.
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Disposition of Intellectual Property. Upon termination of a Project, whether by the Board or by the Project Team, the Project Team may request within sixty (60) days of the effective date of termination that all intellectual property of any kind owned by the Foundation, including copyrights, trademarks, patents, and trade secrets, created by and related to the Project (“Project IP”), be transferred and assigned to another entity for the purpose of continuation of the Project. The Foundation must make the transfer requested provided that: a. The request is timely made; b. The receiving entity is a non-profit corporation qualified under the United States Internal Revenue Code at the time the request is made; and c. To the extent any Project IP has been incorporated into other Projects, the Project Team grants a license, as necessary, to the Foundation to continue that use.
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Related to Disposition of Intellectual Property

  • Possession of Intellectual Property The Company and its subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, “Intellectual Property”) reasonably necessary to carry on the business now operated or proposed to be operated by them, and neither the Company nor any of its subsidiaries has received any notice or is otherwise aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to protect the interest of the Company or any subsidiary therein, and which infringement or conflict (if the subject of any unfavorable decision, ruling or finding) or invalidity or inadequacy, singly or in the aggregate, would reasonably be expected to result in a Material Adverse Effect.

  • Protection of Intellectual Property Subject to and except as permitted by the Credit Agreement, such Grantor shall use commercially reasonable efforts not to do any act or omit to do any act whereby any of the Intellectual Property that is material to the business of Grantor may lapse, expire, or become abandoned, or unenforceable, except as would not reasonably be expected to have a Material Adverse Effect.

  • Definition of Intellectual Property For the purposes of this Agreement, the term “intellectual property” refers to all categories of intellectual property that are the subject of Articles 6.6 (Trademarks) to 6.11 (Undisclosed Information / Measures Related to Certain Regulated Products).

  • Protection of Intellectual Property Rights Borrower and each of its Subsidiaries shall: (a) use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property that is material to Borrower’s business; (b) promptly advise Collateral Agent in writing of material infringement by a third party of its Intellectual Property; and (c) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Collateral Agent’s prior written consent.

  • Registration of Intellectual Property Rights (a) Borrower shall register or cause to be registered on an expedited basis (to the extent not already registered) with the United States Patent and Trademark Office or the United States Copyright Office, as the case may be, those registrable intellectual property rights now owned or hereafter developed or acquired by Borrower, to the extent that Borrower, in its reasonable business judgment, deems it appropriate to so protect such intellectual property rights. (b) Borrower shall promptly give Bank written notice of any applications or registrations of intellectual property rights filed with the United States Patent and Trademark Office, including the date of such filing and the registration or application numbers, if any. (c) Borrower shall (i) give Bank not less than 30 days prior written notice of the filing of any applications or registrations with the United States Copyright Office, including the title of such intellectual property rights to be registered, as such title will appear on such applications or registrations, and the date such applications or registrations will be filed; (ii) prior to the filing of any such applications or registrations, execute such documents as Bank may reasonably request for Bank to maintain its perfection in such intellectual property rights to be registered by Borrower; (iii) upon the request of Bank, either deliver to Bank or file such documents simultaneously with the filing of any such applications or registrations; (iv) upon filing any such applications or registrations, promptly provide Bank with a copy of such applications or registrations together with any exhibits, evidence of the filing of any documents requested by Bank to be filed for Bank to maintain the perfection and priority of its security interest in such intellectual property rights, and the date of such filing. (d) Borrower shall execute and deliver such additional instruments and documents from time to time as Bank shall reasonably request to perfect and maintain the perfection and priority of Bank’s security interest in the Intellectual Property Collateral. (e) Borrower shall (i) protect, defend and maintain the validity and enforceability of the trade secrets, Trademarks, Patents and Copyrights, (ii) use commercially reasonable efforts to detect infringements of the Trademarks, Patents and Copyrights and promptly advise Bank in writing of material infringements detected and (iii) not allow any material Trademarks, Patents or Copyrights to be abandoned, forfeited or dedicated to the public without the written consent of Bank, which shall not be unreasonably withheld. (f) Bank may audit Borrower’s Intellectual Property Collateral to confirm compliance with this Section 6.8, provided such audit may not occur more often than twice per year, unless an Event of Default has occurred and is continuing. Bank shall have the right, but not the obligation, to take, at Borrower’s sole expense, any actions that Borrower is required under this Section 6.8 to take but which Borrower fails to take, after 15 days’ notice to Borrower. Borrower shall reimburse and indemnify Bank for all reasonable costs and reasonable expenses incurred in the reasonable exercise of its rights under this Section 6.8.