No Future IP; No Implied Rights Sample Clauses

The "No Future IP; No Implied Rights" clause establishes that the agreement does not grant any rights to intellectual property (IP) that may be developed in the future, nor does it confer any rights beyond those explicitly stated. In practice, this means that if one party creates new inventions, patents, or other IP after the agreement is signed, the other party does not automatically receive any interest or license to that IP. Additionally, the clause clarifies that no rights are granted by implication, so only the specific permissions written in the contract apply. This clause is essential for preventing misunderstandings or disputes over ownership and use of future innovations, ensuring that all IP rights are clearly allocated and protected.
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No Future IP; No Implied Rights. CPC acknowledges and agrees that (i) no rights or licenses are conveyed to CPC hereunder with respect to Patents, Know-How, Materials or other materials, know-how or intellectual property rights that are invented, created, first acquired, licensed to or otherwise obtained by Maxygen or any of its Affiliates after the Effective Date, and (ii) no rights or licenses are conveyed to CPC hereunder with respect to any Patents, Know-How, Materials or other materials, know-how or intellectual property rights owned or Controlled by any Third Party that becomes an Affiliate of Maxygen after the Effective Date that are not already licensed hereunder prior to such entity becoming an Affiliate. Accordingly, except for the rights and licenses expressly granted under this Agreement and without limiting any right granted under any written agreement entered into by the Parties, no right, title, or interest of any nature whatsoever is granted whether by implication, estoppel, reliance, or otherwise, by Maxygen to CPC hereunder. All rights with respect to Materials, Know-How, Patents or other intellectual property rights that are not expressly granted herein are reserved to the owner thereof. Notwithstanding the foregoing, (a) the Patents licensed hereunder to CPC shall include Patents filed or issued after the Effective Date that claim priority to any Patent within the Licensed Technology as of the Effective Date (in the case of Patents owned by Third Parties, to the extent Controlled by Maxygen), and (b) the Astellas Agreement Technology and the licenses granted to CPC hereunder with respect thereto shall include such future Patents and Know-How as are expressly provided for under the definition of Astellas Agreement Technology.
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No Future IP; No Implied Rights. Bayer acknowledges and agrees that, (i) except to the extent otherwise expressly provided in Section 3.2.5 and Article 5, no rights and/or licenses are conveyed to Bayer with respect to Patent Rights, Know-How, Materials and/or other materials, know-how and/or intellectual property rights that are invented, developed, created, acquired, licensed to and/or otherwise obtained by Maxygen and/or any of its Affiliates after the Closing Date, and/or (ii) no rights and/or licenses are conveyed to Bayer with respect to * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. any Patent Rights, Know-How, Materials and/or other materials, know-how and/or intellectual property rights owned and/or Controlled by any Third Party that becomes an Affiliate of Maxygen after the Closing Date; except to the extent expressly provided in Section 3.2.5 and Article 5 for Patent Rights, Know-How, Materials and/or other materials, know-how and/or intellectual property rights that are invented, developed, created, acquired, licensed to and/or otherwise obtained by such Affiliate after it became an Affiliate of Maxygen. No rights, options and/or licenses with respect to any intellectual property owned by Maxygen and/or Bayer are granted and/or will be deemed granted under this Agreement and/or in connection with it, other than those rights expressly granted in this Agreement.
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No Future IP; No Implied Rights. Bayer acknowledges and agrees that, (i) except as specified in this Agreement or the License Agreement, no rights or licenses are conveyed to Bayer with respect to Patent Rights, Know-How, Materials or other intellectual property rights that are invented, developed, created, acquired, licensed to or otherwise obtained by Maxygen or any of its Affiliates after the Closing Date, and (ii) no rights or licenses are conveyed to Bayer with respect to any Patent Rights, Know-How, Materials or other intellectual property rights owned or Controlled by any Third Party that is not an Affiliate of Maxygen as of the Closing Date (regardless of whether such Third Party later becomes an Affiliate of Maxygen). No rights, options or licenses with respect to any intellectual property owned by Maxygen or Bayer are granted or will be deemed granted under this Agreement or in connection with it, other than those rights expressly granted in this Agreement.
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Related to No Future IP; No Implied Rights

  • No Implied Rights Nothing contained in this Section 13.1 shall be construed as obligating a Party to disclose its Confidential Information to the other Party, or as granting to or conferring on a Party, expressly or impliedly, any rights or license to any Confidential Information of the other Party.

  • No Implied Obligations The Warrant Agent shall be obligated to perform only such duties as are herein and in the Warrant Certificates specifically set forth and no implied duties or obligations shall be read into this Agreement or the Warrant Certificates against the Warrant Agent. The Warrant Agent shall not be under any obligation to take any action hereunder which may tend to involve it in any expense or liability, the payment of which within a reasonable time is not, in its reasonable opinion, assured to it. The Warrant Agent shall not be accountable or under any duty or responsibility for the use by the Company of any of the Warrant Certificates authenticated by the Warrant Agent and delivered by it to the Company pursuant to this Agreement or for the application by the Company of the proceeds of the Warrant Certificates. The Warrant Agent shall have no duty or responsibility in case of any default by the Company in the performance of its covenants or agreements contained herein or in the Warrant Certificates or in the case of the receipt of any written demand from a holder of a Warrant Certificate with respect to such default, including, without limiting the generality of the foregoing, any duty or responsibility to initiate or attempt to initiate any proceedings at law or otherwise or, except as provided in Section 6.2 hereof, to make any demand upon the Company.

  • No Implied Licenses Except as explicitly set forth in this Agreement, neither Party shall be deemed by estoppel or implication to have granted the other Party any license or other right to any intellectual property of such Party.

  • No Implied License Except for the express license in Section 2.1, Intel does not grant any express or implied licenses to you under any legal theory. Intel does not license You to make, have made, use, sell, or import any Intel technology or third-party products, or perform any patented process, even if referenced in the Materials. Any other licenses from Intel require additional consideration. Nothing in this Agreement requires Intel to grant any additional license.

  • No License Granted Confidant acknowledges and agrees that all rights in and to Confidential Information are and shall remain the sole property of City, and Confidant agrees that it shall not contest or challenge any of City’s rights in or to any Confidential Information. Nothing in this Agreement obligates, or shall be deemed to obligate, City to provide, disclose, or deliver any Confidential Information.