Intellectual Property Infringement a. If a third party makes a claim against Ordering Activity that the Appian Software directly infringes any patent, copyright, or trademark or misappropriate any trade secret (“IP Claim”); Contractor will to the extent permitted by 28 U.S.C. 516 (i) assist in defending Ordering Activity against the IP Claim at Contractor’s cost and expense, and (ii) pay all costs, damages and expenses (including reasonable legal fees) finally awarded against Ordering Activity by a court of competent jurisdiction or agreed to in a written settlement agreement signed by Contractor arising out of such IP Claim; provided that: (I) Ordering Activity promptly notifies Contractor in writing no later than sixty (60) days after Ordering Activity’s receipt of notification of a potential claim and (II) Ordering Activity provides Contractor, at Contractor’s request and expense, with the assistance, information and authority necessary to perform Contractor’s obligations under this Section. Notwithstanding the foregoing, Contractor shall have no liability for any claim of infringement based on (I) the use of a superseded or altered release of the Appian Software if the infringement would have been avoided by the use of a current unaltered release of the Appian Software, (II) the modification of the Appian Software, (III) the use of the Appian Software other than in accordance with the then current Documentation or this Agreement, or (IV) any materials or information provided to Contractor by Ordering Activity, for which Ordering Activity shall be solely responsible.
b. If the Appian Software is held to infringe or are believed by Contractor to infringe, Contractor shall have the option, at its expense, to (i) replace or modify the Appian Software to be non-infringing, or (ii) obtain for Ordering Activity a license to continue using the Appian Software. If it is not commercially reasonable to perform either of the foregoing options, then Contractor may terminate the license for the infringing Appian Software and refund the license fees paid for the Appian Software upon return of the Appian Software by Ordering Activity. This section states Contractor’s entire liability and Ordering Activity’s exclusive remedy for any claim of infringement; provided, however, if the license is for a cloud subscription described in Section B of this Agreement, then Appian shall only refund to Ordering Activity those license fees that were pre-paid and unearned at the time Appian terminates the license.
Intellectual Property Claims Borrower is the sole owner of, or otherwise has the right to use, the Intellectual Property. Except as described on Schedule 5.9,(i) each of the material Copyrights, Trademarks and Patents is valid and enforceable, (ii) no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and (iii) no claim has been made to Borrower that any material part of the Intellectual Property violates the rights of any third party. Exhibit D is a true, correct and complete list of each of Borrower’s Patents, registered Trademarks, registered Copyrights, and material agreements under which Borrower licenses Intellectual Property from third parties (other than shrink-wrap software licenses), together with application or registration numbers, as applicable, owned by Borrower or any Subsidiary, in each case as of the Closing Date. Borrower is not in material breach of, nor has Borrower failed to perform any material obligations under, any of the foregoing contracts, licenses or agreements and, to Borrower’s knowledge, no third party to any such contract, license or agreement is in material breach thereof or has failed to perform any material obligations thereunder.
Intellectual Property, Inventions and Patents Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to Parent’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Company and its Subsidiaries, whether before or after the date of this Agreement (“Work Product”), belong to Parent, the Company or such Subsidiary. Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).
Prosecution and Maintenance of Patent Rights (a) Subject to commercially appropriate and reasonable efforts (subject to oversight by the Advisory Committee), Genetronics shall at its own expense and by counsel of its own choice, file, prosecute and maintain all patent applications and patents within the Genetronics Patent Rights and any inventions conceived of and reduced to practice solely by its employees and agents hereunder. Genetronics shall do everything commercially appropriate and reasonable (subject to oversight by the Advisory Committee), including without limitation filing all documents and paying all fees to the appropriate patent offices to maintain the patents and pending patent applications in effect. Genetronics agrees to promptly provide Ethicon with copies of all correspondence to and from the patent offices related to the pending patent applications within the Genetronics Patent Rights. Ethicon shall have the right to provide comments to Genetronics regarding the content of such correspondence, and to comment thereon. Genetronics shall consider all such comments offered by Ethicon; provided, that all final decisions with respect to such prosecution shall rest solely in the discretion of Genetronics. In the event that Genetronics desires to abandon any such patent application or patent within the Genetronics Patent Rights, or if Genetronics later declines to prosecute or maintain any such patent application or patent, Genetronics shall provide reasonable prior written notice to Ethicon of such intention and Ethicon shall have the right, but not the obligation at its own expense, to file, prosecute, and maintain such patent application or patent, which Genetronics shall assign to Ethicon and shall no longer be subject to the terms of this Agreement.
(b) The Advisory Committee shall determine which party shall be responsible for the filing, prosecution and maintenance of patent applications and patents within the Joint Patent Rights on a case by case basis, with the understanding that it is the parties' intent that Genetronics shall be initially responsible for the filing, prosecution and maintenance of patent applications and patents within the Joint Patent Rights related to the Drug Delivery System. In the event that a party responsible for the filing, prosecution and maintenance of any patent application or patent within the Joint Patent Rights desires to abandon such patent application or patent, or if such party later declines responsibility for such patent application or patent, such party shall provide reasonable prior written notice to the other party of its intention to abandon or decline responsibility, and the other party shall have the right, but not the obligation, to prepare, file, prosecute, and maintain any such patent application or patent within the Joint
Patent Rights The State and the U. S. Department of Transportation shall have the royalty free, nonexclusive and irrevocable right to use and to authorize others to use any patents developed by the Engineer under this contract.