IP Matters Sample Clauses

IP Matters. As between the (i) Company and the Local Operating Entities, on the one hand, and (ii) CRISPR or Bayer (and their respective Affiliates), on the other hand (each a “Primary Employer”), the Company and each Primary Employer agree that (i) any Seconded Employee’s works of authorship, discoveries, inventions and innovations resulting from the services performed by such Seconded Employees for the Company or a Local Operating Entity, or (ii) any proposals, research, records, reports, recommendations, manuals, findings, evaluations, forms, reviews, information, data, computer programs and software originated or created by any Seconded Employee for the Company or a Local Operating Entity or in the performance of such services (such items being hereinafter referred to collectively and severally as “Work Product”), in each case which is an original work of authorship, including but not limited to any computer program or software, is a “work made for hire” within the meaning of ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code Section 101 in that it is a work that has been specially ordered or commissioned by the Company or such Local Operating Entity for use as a contribution to a collective work, as part of an audiovisual work, as a translation, as a supplementary work, as a compilation and/or as an instructional text. To the extent any Work Product is not a “work made for hire,” each Primary Employer [***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. hereby agrees to take all action to assign, and to have the Seconded Employees assign, to the Company or such Local Operating Entity all right title and interest in and to such Work Product, including all intellectual property rights therein or based thereon. Notwithstanding the foregoing or anything else herein to the contrary, the rights and obligations under this Section 8.9(d) and the final allocation of ownership with respect to any Work Product (including all intellectual property rights therein) shall be allocated in accordance with, and remain subject to, in all cases the terms and conditions of the Intellectual Property Management Agreement.

IP Matters. Notwithstanding the Parties’ agreement to arbitrate, unless the Parties agree in writing in any particular case, claims and disputes between the Parties relating to or arising out of, or for which resolution depends on a determination of the interpretation, validity, enforceability or infringement of, patents or trademarks or the misappropriation of trade secrets, shall not be subject to arbitration under this Agreement, and the Parties may pursue whatever rights and remedies may be available to them under law or equity, including litigation in a court of competent jurisdiction, with respect to such claims and disputes.

IP Matters. (a) From and within thirty (30) days after the Closing, Sellers shall, or shall cause their applicable Affiliates to: (i) execute, notarize and perform all other legalization acts in respect of any and all papers, documents, agreements or other instruments that may be reasonably necessary to effectuate the assignment, transfer, prosecution or enforcement of the Transferred IP, including duly executed assignments of the Transferred IP for recording with the applicable Governmental Authority or domain name registrar and (ii) release and transfer possession and control of the Transferred IP to Purchaser (or its designated Affiliate). Sellers hereby authorize each such registrar to transfer the ownership and control of the Registered IP within the Transferred IP to Purchaser (or its designated Affiliate). (b) Prior to the Closing, Sellers shall (i) use commercially reasonable efforts to (A) afford Purchaser and its Representatives reasonable access to the inventors named on the Transferred Patents to the extent that they are employees of either Seller, and (B) introduce Purchaser and its Representatives to any other inventors named on the Transferred Patents who are alive and (ii) afford to Purchaser and its Representatives reasonable access to Sellers’ existing supervising and local agents to assist with the matters set forth in Section 6.06(a), and to issue any waivers, as applicable, to allow for Purchaser’s continued prosecution of the Transferred IP after the Closing. (c) Prior to the Closing, Sellers shall, or shall cause their Affiliates to, terminate the Contracts set forth on Section 6.06(c) of the Seller Disclosure Schedule. (d) At the Closing Date, Sellers shall deliver, or shall cause to be delivered to the Purchaser (i) correct and complete copies of all Trademark, Patent, and Copyright prosecution files and dockets, registration certificates, litigation files, and related opinions of counsel and correspondence relating thereto for the Transferred IP (other than the Transferred Books and Records to the extent provided pursuant to Section 1.02(g) or the Product Files) (ii) a list of outstanding maintenance, renewal and prosecution deadlines with respect to the Registered IP that fall within ninety (90) days following the Closing Date, (iii) all books, records, files, ledgers or similar documentation in Sellers’ possession used to track, organize or maintain any of the Transferred IP, and (iv) tangible embodiments of all Transferred IP. (e) As of an...

IP Matters. (a) As soon as reasonably practicable but in no event more than thirty (30) days after the Closing Date, Buyer shall, at its sole cost and expense, make any and all filings with any office, agency or body necessary to effect the elimination of any use of the Seller Marks from the company names of any Company Entities and, subject to the penultimate sentence of this Section 6.16(a), in no event more than nine (9) months after the Closing Date, remove, cover or conceal from all of the assets and properties of the Company Entities and the Transferred Assets any and all Seller Marks. The Seller Parent (on behalf of itself and its Affiliates) hereby grants to Buyer, the Company Entities and their respective Affiliates a worldwide, fully paid-up, royalty free, non-exclusive license, to use any Trademarks that are owned by Seller Parent or any of its Affiliates (including the Seller Marks) and that were used in the Business as of the Closing, (1) for nine (9) months following the Closing, in connection with any existing, pre-printed literature and packaging materials and (2) with respect to all other uses, for six (6) months following the Closing; provided, that such Trademarks are used solely for the Business and in substantially the same manner as such Trademarks were used in the Business as of the Closing; provided further, that Buyer shall ensure that any products of the Business bearing the Seller Marks or otherwise distributed or sold under the Seller Marks are of at least the same level of quality as the same applicable products manufactured and sold by Sellers or their applicable Affiliates prior to the Closing Date. Such use of the Seller Marks shall be subject to all generally applicable style and other usage guidelines in effect and used in the Business, for the Seller Marks immediately prior to the Closing Date (which guidelines have been made available to Buyer or are known by the Transferred Employees). All goodwill associated with such use of the Seller Marks shall inure solely to the benefit of Seller or its applicable Affiliates. Notwithstanding anything to the contrary contained herein, nothing in this Section 6.16(a) shall prohibit the Buyer, the Company Entities or their respective Affiliates from using such Trademarks (and shall not be considered to be in breach of this Section 6.16(a) as a result of the use of such Trademarks) for internal purposes (provided that Buyer, the Company Entities and their respective Affiliates reasonably endeavor...

IP Matters. Purchaser, on behalf of the Transferred Companies, acknowledges and agrees that neither Purchaser, the Transferred Companies nor any of their Affiliates (i) as of the Closing has, nor following the Closing shall have, any right, title or interest in or to any trademarks owned by the Sellers or any of their Affiliates, including the name “TD”, “The Toronto-Dominion Bank”, “TD Securities”, “▇▇ ▇▇▇▇▇” or “▇▇▇▇▇” or any derivative, variation, translation, stylization or adaptation thereof, or any Trademark confusingly similar thereto (collectively, the “Seller Marks”) and (ii) shall use or display the Seller Marks after the Closing.

IP Matters. Within ninety (90) days after the Closing Date (or such extended period of time as agreed to by the Administrative Agent), the Borrower shall provide evidence to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, that all breaks in the chain of title of the Intellectual Property of the Credit Parties have been corrected in the appropriate records of the United States Patent and Trademark Office and the United States Copyright Office.

IP Matters. Except as otherwise expressly set forth in this Agreement, each Party, at its sole cost, shall have the sole right, but not the obligation, to (i) handle preparation, filing, prosecution, maintenance and defense, including responses to patent office communications, any office actions, oppositions, interferences and challenges (whether before a patent authority or judicial body) of its Patent Rights and other intellectual property rights, (ii) subject to Section 9.4.3 (Enforcement) enforce its Patent Rights and other intellectual property rights against any actual, alleged or threatened infringement or misappropriation by Third Parties, and (iii) settle any such matters in its sole discretion, subject to its obligations, and the licenses and rights granted, under this Agreement.

IP Matters. In connection with any proposed Separate Development Program, the Parties agree to cooperate and share information regarding the existence of potential Third Party intellectual property rights relating to such activities. Each Party agrees to disclose any information, of which it is aware, where the development activities proposed to be conducted under the Separate Development Plan may be covered by any Third Party intellectual property rights; provided that neither Party shall be required to investigate whether there are any intellectual property rights of Third Parties that may impact Onyx’s ability to conduct a Separate Development Program.

IP Matters. To the extent there exists any Intellectual Property owned by the Seller or its Affiliates after the Closing (other than the Retained Names and Marks) that was used but not primarily used in the operation of the Business as of the Closing, the Seller, on behalf of itself and its Affiliates, hereby grants to the Purchaser and its Affiliates a perpetual, irrevocable, non- exclusive, worldwide, assignable, sublicensable, royalty-free and fully-paid-up license to use such Intellectual Property in connection with the operation of the Business (and natural evolutions thereof).