Independent Intellectual Property Clause Samples

POPULAR SAMPLE Copied 12 times
Independent Intellectual Property. Patent Rights and Know-How that, following such CytomX Change of Control, are developed, made or otherwise acquired or Controlled by the Acquirer outside of the Research Program and without use of Pfizer’s Confidential Information or Developed IP, CytomX Improvements or CytomX Technology shall not be included within the Developed IP, CytomX Technology, Licensed Intellectual Property or CytomX Third Party Agreements (it being understood, however, for the avoidance of doubt, that all CytomX Technology, Developed IP, and Licensed Intellectual Property developed by CytomX or the Acquirer in the course of, or used by CytomX or the Acquirer under any Research Plan shall continue to be Licensed Intellectual Property for all purposes of this Agreement). In addition, if rights to Licensed Intellectual Property were granted to the Acquirer prior to the Change of Control, then the use of such Licensed Intellectual Property in accordance with such grant (and consistent with the exclusive licenses granted under this Agreement) shall not be deemed use of Confidential Information as described above for purposes of this Section 9.10.1(c).
View SourceView Similar (2)
Independent Intellectual Property. Patent Rights and Know-How that, following such BioNTech Change of Control, are developed, made or otherwise acquired or Controlled by the Acquirer outside of the Research and Development Plan or the Manufacturing Plan and without use of Pfizer’s Technology, Pfizer’s Confidential Information, Research and Development Program Technology, BioNTech Improvements or BioNTech Technology shall not be included within the Research and Development Program Technology or BioNTech Technology or BioNTech Third Party Agreements (it being understood, however, for the avoidance of doubt, that all BioNTech Technology, Research and Development Program Technology, and Intellectual Property Rights developed by BioNTech or the Acquirer in the course of, or used by BioNTech or the Acquirer under the Research and Development Plan or used in the Manufacture of the Candidates or Products by BioNTech shall be licensed to Pfizer pursuant to the licenses set forth in this Agreement).
View SourceView Similar (2)
Independent Intellectual Property. Patent rights, know-how and other intellectual property or subject matter that, following such XenoPort Change of Control, are developed, made or otherwise acquired or Controlled by the Acquirer Entities without use of DRL’s Confidential Information, or any of the then-existing XenoPort Patents or confidential XenoPort Know-How in the Territory, shall not be included within the XenoPort Patents, XenoPort Know-How, the Compound or a Product and such Change of Control shall not provide DRL with a license, rights or access to any such independently developed or acquired Patents, know-how and other intellectual property and subject matter.
View Source
Independent Intellectual Property. Patent Rights and Know-How that, following such BioNTech Change of Control, are developed, made or otherwise acquired or Controlled by the Acquirer outside of the Research Plan and without use of Pfizer’s Confidential Information or Research Program Technology, BioNTech Improvements or BioNTech Technology shall not be included within the Research Program Technology or BioNTech Technology or BioNTech Third Party Agreements (it being understood, however, for the avoidance of doubt, that all BioNTech Technology, Research Program Technology, and Intellectual Property Rights developed by BioNTech or the Acquirer in the course of, or used by BioNTech or the Acquirer under the Research Plan or used in the Manufacture of the Candidates or Products by BioNTech shall be licensed to Pfizer pursuant to the licenses set forth in this Agreement).
View SourceView Similar (2)
Independent Intellectual Property. Any improvements related to the Products (whether such improvements are patentable or not) developed by a Party independently, with or without any of the Development Spending, shall be owned by that Party and made available during the Term to the other Party solely for the manufacture and purchase of Products under this Agreement, as the case may be, at no additional cost beyond the Transfer Price for the applicable Product or the price agreed upon pursuant to Sections 8.1 and 8.
View Source
Independent Intellectual Property. If either party is requested by the other party to grant a royalty-bearing nonexclusive license to a third party regarding the Independent Intellectual Property set forth in Article 10.2, the requested party may grant such nonexclusive license under royalty and licensing terms determined by mutual consultations with such third party.
View Source
Independent Intellectual Property. Each Party shall retain full and exclusive ownership of its Independent Intellectual Property. A l l R i g h t s R e s e r v e d .
View Source
Independent Intellectual Property. Patent Rights and Know-How that, following such BioNTech Change of Control, are developed, made or otherwise acquired or Controlled by the Acquirer outside of the Research and Development Plan, or the Manufacturing Plan or outside of conducting Commercialization or regulatory activities pursuant to this Agreement and without use of Pfizer’s Technology, Pfizer's Confidential Information, Research and Development Program Technology, BioNTech Improvements or BioNTech Technology shall not be included within the Research and Development Program Technology or BioNTech Technology or BioNTech Third Party Agreements (it being understood, however, for the avoidance of doubt, that all BioNTech Technology, Research and Development Program Technology, and Intellectual Property Rights developed by BioNTech or the Acquirer in the course of, or used by BioNTech or the Acquirer under the Research and Development Plan, used in the Manufacture of the Candidates or Products by BioNTech, or used by BioNTech in its Commercialization or regulatory activities, shall be licensed to Pfizer pursuant to the licenses set forth in this Agreement).
View Source
Independent Intellectual Property. On the execution date of this Agreement, RISE Hong Kong has a full ownership of the Independent Intellectual Property which is not affected by or subject to any encumbrances, does not infringe any third party’s intellectual property rights or other rights and/or interests, and there are no existing or potential lawsuits, arbitrations, claims or claims of rights or other disputes with any entities in respect of intellectual properties.
View Source

Related to Independent Intellectual Property

  • 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.

  • 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.

  • Intellectual Properties To the extent permissible under applicable law, all intellectual properties made or conceived by Employee during the term of this employment by Employer shall be the right and property solely of Employer, whether developed independently by Employee or jointly with others. The Employee will sign the Employer’s standard Employee Innovation, Proprietary Information and Confidentiality Agreement (“Confidentiality Agreement”).

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

  • Company Intellectual Property You acknowledge and agree that any intellectual property, including, without limitation, works, materials, inventions, invention disclosures, invention registrations, patent rights, trademarks, service marks, trade names, trade dress, logos, domain names, copyrights, design rights, mask works, software, apparatus, technology, data, trade secrets, know-how and all other intellectual property and proprietary rights recognized by any applicable law of any jurisdiction, that you create, discover, conceive, reduce to practice, develop or acquire during the course of your employment or service, either alone or jointly with others, (i) using any equipment, supplies, facilities, trade secrets, know-how or other Confidential Information of the Company or any of its affiliates, (ii) that results from any work performed for the Company or any of its affiliates and/or (iii) that otherwise relates to the Company’s or any of its affiliates’ business or actual or demonstrably anticipated research or development (collectively, “Company Intellectual Property”) is and shall remain the exclusive property of the Company or the affiliate of the Company, as applicable, that is your employer (the “Employer”) whether registered or otherwise exploited or not. In furtherance of the foregoing, you hereby assign, transfer, convey and deliver to the Employer your entire right, title and interest in and to any and all such Company Intellectual Property.