Intellectual Property and Know-how Sample Clauses
The Intellectual Property and Know-how clause defines the ownership, use, and protection of intellectual property rights and proprietary knowledge shared or developed during the course of an agreement. It typically specifies which party retains rights to pre-existing intellectual property, how new inventions or know-how created during the collaboration will be handled, and any restrictions on the use or disclosure of confidential information. This clause is essential for safeguarding valuable intangible assets, preventing unauthorized use or disclosure, and clarifying each party’s rights and obligations regarding intellectual property, thereby reducing the risk of disputes.
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Intellectual Property and Know-how. Exhibit 7.3.13 contains a list of the Intellectual Property held by AZUL Holding and/or its Controlled Companies or licensed thereto. The use of Intellectual Property and Know-How by AZUL Holding and/or its Controlled Companies does not infringe on any rights and is not subject of any judicial or administrative challenge by third parties. AZUL Holding and/or its Controlled Companies did not grant, assign or license Intellectual Property rights and Know-How to third parties. The business transactions of AZUL Holding and/or Controlled Companies do not breach or infringe on third parties’ Intellectual Property or Know-How rights. The Intellectual Property and Know-How of AZUL Holding are lawfully owned by AZUL Holding and/or its Controlled Companies and are not subject to a license or limitation of use, and they are free and clear of any and all Liens and are not subject to an agreement that requires payment to third parties or to an obligation to grant right to third parties.
Intellectual Property and Know-how. Any and all intellectual property, including the know-how required to design, manufacture and deliver the PRODUCTS, shall remain the sole property of the SUPPLIER. Subject to the mandatory rights under any applicable intellectual property laws, the BUYER shall not be granted any rights to intellectual property or know-how.
Intellectual Property and Know-how. Exhibit 7.2.14 contains a list of all Intellectual Property owned by or licensed to TRIP and/or its Controlled Companies. The use of the Intellectual Property and Know-How by TRIP and/or by its Controlled Companies do violate any rights and are not subject to any judicial or administrative challenge by third parties. Neither TRIP and/or its Parent Companies nor TRIP’s Shareholders have granted, assigned or licensed Intellectual Property rights or Know-How to third parties. TRIP’s and/or its Controlled Companies’ business operations do not violate or infringe on third-party Intellectual Property or Know-How rights. TRIP and/or its Controlled Companies hold legal title to TRIP’s Intellectual Property and Know-How, which are not subject to any license or limitation on use, are free and clear of any and all Liens and are not subject to any agreement that requires any payment to a third party or obligation to grant a right to a third party.
Intellectual Property and Know-how. (a) The Company or a Subsidiary of the Company owns all rights and interest in and has all title to, or has a valid and enforceable license to use, the Company Intellectual Property free and clear of all Encumbrances, other than Encumbrances that do not adversely affect the ownership interest in, or the value or use of, such asset for its current purposes. The completion of the transactions contemplated by this Agreement will not alter or impair the ownership or right of the Company or its Subsidiaries to use any of the Company Intellectual Property.
(b) To the Seller’s Knowledge, there are no facts or circumstances that would render any of the Company Intellectual Property invalid or unenforceable. From 1 January 2006 to the Signing Date or to the Supplemental Disclosure Date, as applicable, (i) neither the Seller nor, to the Seller’s Knowledge, the Company or any Subsidiary of the Company has received a written claim that the Company Intellectual Property is invalid or unenforceable, nor has any such claim been asserted in any pending or, to the Seller’s Knowledge, threatened litigation or proceeding before any Governmental Authority and (ii) none of the Company Intellectual Property is or was subject to any pending or, to the Seller’s Knowledge, threatened claims or proceedings for infringement, opposition, cancellation or revocation. All registration or application fees (or, in the case of patents, maintenance fees) necessary to maintain the Company Intellectual Property have been paid, all necessary renewal applications have been filed and all other material steps necessary for maintenance have been taken, other than such fees, renewal applications and steps the failure of which to pay, file or take would not, individually or in the aggregate, materially adversely affect the value or use of the Company Intellectual Property.
(c) The Company or a Subsidiary of the Company owns all right and interest in, and all title to, the Company Know-How free and clear of any Encumbrances other than Encumbrances that do not materially affect the ownership interest in, or the value or use of, such asset for its current purposes. Neither the Seller nor any of its Affiliates (other than the Company and its Subsidiaries) owns or licenses any Intellectual Property or Know-How used primarily in the business of the Company and its Subsidiaries.
(d) Except as would not, individually or in the aggregate, materially adversely affect the value or use of the Company Know-How, ...
Intellectual Property and Know-how. 8.1 ABTI and NVID acknowledge that all of the copyrights, the Trade Marks, patents, the Patent Applications and any other pending patent applications and other Intellectual Property rights used or embodied in or on connection with the Products and the RMS System including documentation and manuals relating thereto is and shall remain the property of EHPCI or of such persons as shall permit EHPCI to use any such Intellectual Property and neither ABTI nor NVID shall during or at any time after the termination of this Agreement in any way question or dispute the ownership or any such rights by EHPCI or such other persons.
8.2 ABTI shall not use any of the Trade Marks or any trade name, corporate slogan, goodwill or product description in any advertising copy, promotional material, signs or other written or printed material except as specifically authorized in writing in advance b EHPCI.
8.3 ABTI shall promptly notify EHPCI of any actual, threatened or suspected infringement in the Territory of any intellectual Property of EHPCI which comes to ABTI's notice, and of any claim by any third party so coming to its notice that the importation of the Products and/or the RMS System into the Territories, or their sale therein, infringes any rights of any other person, and ABTI shall at the request and expense of EHPCI do all such things as my be reasonably required to assist EHPCI in taking or resisting any proceedings in relation to any such infringement or claim.
Intellectual Property and Know-how. 51.1 Without prejudice to the provisions of Clause 17 hereof in the event of termination of this Agreement and no prior or subsequent relevant Agreement having been reached all IPR and know-how developed in the course of the delivery of any Regional Function (irrespective of the Force or Commissioner by whom the individuals responsible for that development are appointed or employed) will be vested in the Lead Force on trust for all Parties.
Intellectual Property and Know-how. 8.1 Any and all intellectual property, including the knowhow re- quired to design, manufacture and deliver the DELIVERIES, shall remain the sole property of the SUPPLIER. Subject to the mandatory rights under any applicable intellectual prop- erty laws, the BUYER shall not be granted any rights to intel- lectual property or knowhow.
8.2 The SUPPLIER retains the ownership or copyright for all of- fers and cost estimates issued by him as well as drawings, il- lustrations, calculations, brochures, catalogues, models, tools and other documents and resources made available to the BUYER. Without the express agreement of the SUP- PLIER, the BUYER may not make these objects, or the con- tent of them, accessible to third parties or make them known to third parties, or have them used or reproduced, either by himself or by third parties. On request by the SUPPLIER he must return these objects to him in their entirety and, where applicable, destroy any copies made of them, if they are no longer needed by him in the proper course of business or if negotiations do not result in the conclusion of a contract.
8.3 To the best of SUPPLIER’s knowledge, the equipment and any component part thereof, in the particular form sold by SUPPLIER, do not infringe any intellectual property rights of third parties.
8.4 In the event of any intellectual property right infringement relating to the aforesaid equipment, SUPPLIER may, in its sole discretion, procure the right to use the equipment with- out impairing its suitability or modify or replace it so that it is rendered non-infringing. The obligations of SUPPLIER set forth herein are contingent upon (i) SUPPLIER receiving prompt written notice from BUYER of such infringement; (ii) SUPPLIER receiving assistance from BUYER in the defense; and (iii) the right of SUPPLIER to settle or defend.
8.5 The preceding paragraph shall not apply to any equipment or component part manufactured according to BUYER'S de- sign, or the use of any equipment or component part sold hereunder in conjunction with any other product in a combi- nation not furnished by SUPPLIER as part of this transaction. As to any such equipment, component part or use in such combination, SUPPLIER assumes no liability whatsoever for infringement of intellectual property rights of third parties and BUYER shall indemnify SUPPLIER against any respective infringement claims.
8.6 In the event of any joint development of intellectual property by ▇▇▇▇▇▇▇▇ and BUYER:
a) SUPPLIER shall...
Intellectual Property and Know-how. 7.1 The Partner Institution undertakes not to use any University of Limerick logo or trade ▇▇▇▇ in relation to this Agreement without the prior written consent of University of Limerick. Any material in any media produced by the Partner Institution that uses any University of Limerick logo or trade ▇▇▇▇ is to be subject to the review and written approval of University of Limerick. The same shall also apply regarding the use of the Partner Institution’s logo by University of Limerick.
7.2 University of Limerick and the Partner Institution may develop joint marketing campaigns using co-branding during the period of this Agreement. Such campaigns will be subject to mutual agreement, and separate terms and conditions will be formulated at that time.
Intellectual Property and Know-how. (i) Except as set forth in Schedule 4.1(e)(ii), Senetek is the owner, licensee or sublicensee (as applicable), free and clear of any Encumbrance, of all right, title and interest in and to the Intellectual Property, and has the full and unrestricted right to license the Intellectual Property to Valeant on the terms of this Agreement.
(ii) The following schedules set forth a true and complete list of the following:
(A) Schedule 4.1(g)(ii)(A) - The Patents, including (A) issued Patents and for each, its number, issue date, title, priority information and current legal status, for each jurisdiction in which such patent has been issued;
(B) Patent applications (including provisional applications, divisional applications, continuation applications, continuation-in-part applications, re-examination applications and reissue applications) and for each, the application number, date of filing, title, priority information and current legal status for each jurisdiction in which such patent application is pending; (C) a summary description of all patents and patent applications (including provisional patent applications) related to the Intellectual Property that Senetek has abandoned; and (D) a summary description of all issued patents and patent applications (including provisional patent applications) related to the Intellectual Property that have been rejected by the patenting authority in any jurisdiction;
Intellectual Property and Know-how. 4.5.1 All Intellectual Property which is currently used in the business of the Group Members, as listed in Exhibit 4.5.1, is owned by or licensed to the Group Members and is not subject to any liens or encumbrances.
4.5.2 No Group Member has as of the Agreement Date received any notice of any infringement by any third party of any Intellectual Property owned by or licensed to any Group Member.
4.5.3 The registrations of all registered Intellectual Property are in force and the renewal fees for all such registrations have heretofore been paid.
4.5.4 To the best of Sellers' knowledge, the use by the Group Members of the Intellectual Property and Know-How and the conduct of their business until Closing shall not have constituted an infringement of the intellectual property rights of third parties.
4.5.5 No Group Member is in breach of any licence or other agreement relating to Intellectual Property or Know-How.