Foreground Know-How Sample Clauses

Foreground Know-How. Inventorship of Foreground 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 U.S. law, and ownership shall follow inventorship. As between the Parties, (a) MabCare shall solely own all MabCare Foreground Know-How and MabCare Foreground Patents, (b) Day One shall solely own all Day One Foreground Know-How and Day One Foreground Patents, and improvements solely with respect to Day One Background Know-How (which MabCare hereby assigns to Day One) and (c) the Parties will each own an equal, undivided interest in any and all Joint Foreground Know-How and Joint Foreground Patents. Subject to terms and conditions of this Agreement, including the licenses granted in Section 2.1 and Section 2.2, each Party shall have the right to use and exercise its ownership rights in and to any and all Joint Foreground Know-How and Joint Foreground Patents without an accounting or obligation to, or consent required from, the other Party, [*].
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Foreground Know-How. During the Term, each Party shall disclose the Foreground Know-How to the other Party at the meeting of the Joint Operational Team (hereinafter defined) after such Foreground Know-How is obtained by such Party. (The Party which discloses such information is called “Disclosing Party”, and the other Party is called “Receiving Party” in this Section.) In case that the Receiving Party notifies the Disclosing Party it that desires to obtain the license under such Foreground Know-How, the Disclosing Party shall grants to the other Party, royalty-free, exclusive right and license, with the right to grant one or more sublicenses under the Party’s interests in Foreground Know-How in the Field in the Territory (when AnHeart is the licensee) and in Japan (when Daiichi Sankyo is the licensee): (a) to research and develop the Licensed Compound and Product(s); (b) to make, have made, use, import and export the Licensed Compound for the purpose of making, having made, using, offering for sale, selling, marketing, distributing, importing and exporting Product(s); and (c) to make, have made, use, offer for sale, sell, have sold, market, distribute, import and export Product(s).
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Related to Foreground Know-How

  • Know-How The term “

  • Foreground IP This subparagraph d. shall not apply to unmodified commercial off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Background IP As between the Parties, each Party will retain all right, title and interest in and to all of its Background IP.