Intellectual Property and Inventions Sample Clauses

Intellectual Property and Inventions. The Employee hereby assigns to Targanta all of his/her right to and title and interest in all Intellectual Property, and waives all moral rights he may have therein. The Employee agrees for himself/herself and his/her heirs, personal representatives, successors, and assigns, upon request of Targanta, at all times and without expense or compensation, to do all acts, including without limitation giving testimony in support of the Employee’s inventorship, and to execute and deliver promptly to Targanta such papers, instruments, and documents as may from time to time be necessary or useful in Targanta’s reasonable opinion to apply for, secure, maintain, reissue, extend, or defend Targanta’s worldwide rights in Intellectual Property, so as to secure to Targanta the full benefits of the Intellectual Property and otherwise to carry into full force and effect the text and the intent of the assignment set out above. The Employee shall inform Targanta promptly and fully of all Inventions made or conceived by the Employee, whether or not during the hours of his engagement or with the use or assistance or not of Company’s Resources, either solely or

Intellectual Property and Inventions. (a) Consultant will promptly disclose to Company, or its designee, all improvements, inventions, formulae, processes, techniques, know-how and data, whether or not patentable, made or conceived or reduced to practice or learned by Consultant, either alone or jointly with others, (“Inventions”) related to or owing out of Consultant’s performance of Services; tasks which have been or may be assigned to Consultant by Company; Consultant’s use of the Company’s premises; the actual or anticipated business of Company and its affiliates; or information or knowledge gained by Consultant through any engagement with Company, including Confidential Information (collectively referred to as “Company Inventions”). Notwithstanding the previous sentence, Consultant will not disclose any Company Inventions that Consultant possesses under an obligation of secrecy to a third party. All Company Inventions shall be the sole property of Company. For value received, Consultant agrees to assign and hereby assigns to Company all right, title and interest in and to such Company Inventions. At Company’s expense, Consultant will assist Company in every reasonable manner to obtain and, from time to time, to enforce patents on said Company Inventions in any and all countries and will execute all documents necessary or useful for such purpose, including without limits assignments of such to Company or its designee. Consultant hereby designates and appoints the Company with its duly authorized officers and agents, as Consultant’s agents and attorneys-in-fact to act for Consultant and in Consultant’s behalf to execute and file documents and to do all other lawfully permitted acts to further the prosecution and issuance of patents on such Company Inventions with the same legal force and effect as if 4 | Page executed by Consultant. (b) Company and Consultant hereby agree that all work created pursuant to this Agreement shall be considered as “Work made for hire” as that term is defined in the copyright laws of the United States (“Work”). Company shall have all rights, title, and interest in and to the Work to the extent of the rights required, including the sole and exclusive right to secure and own the copyrights and renewals throughout the world. Consultant’s signature on this Agreement will constitute an assignment of copyrights in the Work and Consultant’s agreement to cooperate with Company and execute any and all other documents appropriate to evidence sole proprietary rights and cop...

Intellectual Property and Inventions. (a) EXISTING PROPRIETARY RIGHTS.

Intellectual Property and Inventions. (a) The Employee hereby assigns and agrees to assign to the Company, or its’ designee, the entire right, title and interest of the Employee in and to all inventions, ideas, discoveries, improvements, Confidential Information, know-how, innovations, writings, works and other developments or improvements (whether or not protectable under patent, copyright, trade secret or similar laws) made, discovered, invented, authored, created, developed, originated or conceived by the Employee, solely or jointly, during the course of the Employee’s employment by the Company, which: (i) arise out of research or any other activities conducted by, for or under the direction of the Company, (whether or not such activities are conducted at the Company’s facilities, during working hours or using Company assets or Company Confidential Information) except as provided in Section 2(d), or (ii) relate directly or indirectly to methods, programs, computer software, apparatus, designs, plans, models, specifications, formulations, techniques, products, processes or devices, sold, leased, used or under consideration or development by the Company (together with all intellectual property rights, worldwide, with respect to any of the foregoing, hereinafter collectively “Inventions”). The Employee acknowledges that all copyrightable materials developed or produced by the Employee within the scope of the Employee’s employment by the Company constitute works made for hire, as that term is used in the U.S. Copyright Act. To the extent that any Invention is found not to be a “work made for hire” as a matter of law, the Employee hereby irrevocably assigns to the Company all of his/her right, title and interest in and to that Invention. Upon the Company’s request, at any time during or after the Employee’s employment by the Company, the Employee shall sign all written documents of assignment that the Company believes are necessary to formally evidence the Employee’s irrevocable assignment to the Company of any such Invention. The Employee understands and agrees that the decision whether or not to commercialize or market any Invention is within the Company’s sole discretion and for the Company’s sole benefit and that no royalty or other consideration will be due to the Employee as a result of the Company’s efforts to commercialize or market any such Inventions. The Employee warrants and represents that the Inventions will not knowingly infringe any intellectual property rights of any third party...

Intellectual Property and Inventions. Each Party will retain ownership of and all right, title and interest in and to their respective Intellectual Property or Inventions made, conceived and reduced to practice by each of them, independently of each other, outside of the scope of this Agreement. Any Intellectual Property or Inventions generated or developed relating to the composition or manufacture of botulinum neurotoxin serotype A that was developed by List, or based on List Intellectual Property or List’s Confidential Information, and not based on any of Revance’s Intellectual Property or Revance’s Confidential Information, will be owned by List and included in the license in Section 7.1

Intellectual Property and Inventions. Developing and disposition of property relating to the Award shall be as specified in FFB Patent Policy attached to this Award Agreement as Exhibit E. The terms and provisions of the Patent Policy shall survive termination of this Award Agreement.

Intellectual Property and Inventions. 10.1. This Agreement does not affect the ownership of any Background IP. All Background IP shall remain the property of the Party or its Affiliate that provided it to the other Party for use in the Study. 10.2. As between the Parties, any invention, discovery, or idea, whether patentable or not, other than the Background IP, (an “Invention”) made during the conduct of the Study generally is the property of the Investigator or Participating Institution with which he or she is affiliated. 10.3. Foundation shall, no later than fifteen (15) business days upon becoming aware, notify ▇▇▇▇▇ of any discovery or Invention (i) generated from the use of its Study Drug; or (ii) conceived or first reduced into practice or writing related to the Study Drug in the course of the Study or the performance of obligations under this Agreement. 10.4. The NCI’s “Cancer Therapy Evaluation Program Intellectual Property Option to Co-Collaborators” terms of award shall apply to any Inventions made in the course of the Study, a copy of which has been attached as Annexure ▇. ▇▇▇▇▇ acknowledges that the Foundation, Alliance, Participating Sites, and Investigators are bound by these intellectual property obligations. For purposes of this Study, ▇▇▇▇▇ shall be considered a “Collaborator” within the meaning of the Option. The Parties agree that any Inventions made during the Study by Alliance and/or Other Investigators and/or Participating Sites will be subject to certain rights by ▇▇▇▇▇ and the other participating Collaborators as detailed in the Option. The Parties further agree that any and all updates to the Option effective during the term of this Agreement shall be applicable to any such Inventions made during the Study.

Intellectual Property and Inventions. Consultant will promptly disclose to Company, or its designee, all improvements, inventions, formulae, processes, techniques, know-how and data, whether or not patentable, made or conceived or reduced to practice or learned by Consultant, either alone or jointly with others, (“Inventions”) related to or owing out of Consultant’s performance of Services; tasks which have been or may be assigned to Consultant by Company; Consultant’s use of the Company’s premises; the actual or anticipated business of Company; or information or knowledge gained by Consultant through any engagement with Company, including Confidential Information (collectively referred to as “Company Inventions”). Notwithstanding the previous sentence, Consultant will not disclose any Company Inventions that Consultant possesses under an obligation of secrecy to a third party. All Company Inventions shall be the sole property of Company. For value received, Consultant agrees to assign and hereby assigns to Company all right, title and interest in and to such Company Inventions. At Company’s expense, Consultant will assist Company in every reasonable manner to obtain and, from time to time, to enforce patents on said Company Inventions in any and all countries and will execute all documents necessary or useful for such purpose, including without limits assignments of such to Company or its designee. Consultant hereby designates and appoints the Company with its duly authorized officers and agents, as Consultant’s agents and attorneys-in-fact to act for Consultant and in Consultant’s behalf to execute and file documents and to do all other lawfully permitted acts to further the prosecution and issuance of patents on such Company Inventions with the same legal force and effect as if executed by Consultant.

Intellectual Property and Inventions. You will promptly disclose to TJX any Intellectual Property, as defined below, developed by you (solely or jointly with others). You hereby assign and agree in the future to assign to TJX (or as otherwise directed by ▇▇▇) your entire right, title and interest in and to all Intellectual Property. You further agree to waive all claims to moral rights you may have in any Intellectual Property. You agree to provide to TJX, at TJX’s request, all further cooperation which TJX determines is necessary or desirable to accomplish the complete transfer of the Intellectual Property and all associated rights to TJX, and to assure TJX the full enjoyment of the Intellectual Property, including without limitation executing further applications (both domestic and foreign), specifications, oaths, assignments, consents, releases, government communications and other commercially reasonable documentation, responding to corporate diligence inquiries, and providing good faith testimony by affidavit, declaration and/or deposition, in-person or by other proper means, in support of any effort by TJX to establish, perfect, defend or otherwise enjoy, in this or any foreign country, its rights acquired pursuant to this Agreement through prosecution of governmental filings, regulatory proceedings, litigation or other means. Your obligations set forth in this paragraph 7 will continue beyond the expiration or termination of the Consulting Period with respect to Intellectual Property conceived, made, created, developed or reduced to practice during the Consulting Period. To the extent you cannot now transfer and assign your entire right, title and interest in and to the Intellectual Property, or any portion thereof, then you will assign and transfer to TJX at your first opportunity to do so all right, title and interest in and to the Intellectual Property. To the extent that you cannot so assign and transfer any of your right, title and interest in and to the Intellectual Property, then you hereby grant TJX an irrevocable, worldwide, fully paid-up, royalty-free, exclusive license, with the right to sublicense through multiple tiers, to make, use, sell, improve, reproduce, distribute, perform, display, transmit, manipulate in any manner, create derivative works based upon, and otherwise exploit or utilize in any manner the Intellectual Property. For purposes of this Agreement, “Intellectual Property” means any and all inventions, discoveries, developments, improvements, enhancements, meth...