Project Intellectual Property Rights Sample Clauses

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Project Intellectual Property Rights. (a) All rights and title to all inventions and intellectual property, including U.S. and foreign patent applications, created (conceived or reduced to practice) solely by Visiting Scholar/Affiliated Faculty while using NJIT facilities shall belong jointly to NJIT and Home Institution (or jointly between NJIT and Visiting Scholar/Affiliated Faculty if required by Home Institution’s applicable law). (b) All rights and title to all inventions and intellectual property, including U.S. and foreign patent applications, created (conceived or reduced to practice) jointly by NJIT representatives and Visiting Scholar/Affiliated Faculty shall belong jointly to NJIT and Home Institution (or jointly between NJIT and Visiting Scholar/Affiliated Faculty if required by Home Institution’s applicable law). (c) All rights and interests of the Parties to jointly owned inventions and intellectual property are subject to any and all rights belonging to any research sponsor, including but not limited to private or governmental third parties. The Parties shall cooperate fully with one another regarding joint patent filing, prosecution, maintenance, defense/enforcement, and commercialization efforts. Visiting Scholar/Affiliated Faculty represents that he/she is not under any consulting or other obligations to any third person, organization or corporation in respect to rights in inventions which are, or could be reasonably construed to be, in conflict with this Agreement. (d) The parties agree to negotiate with one another in good faith with respect to the apportionment of all reasonable costs and expenses related to filing, prosecuting and/or maintaining joint patents and to apportion any sale, licensing, sublicensing and/or optioning income derived from the same. NJIT shall have the right of first refusal with respect to the filing, prosecuting and/or maintaining all jointly owned patent applications and for selling, licensing, sublicensing, optioning and/or administering such patent rights. However, nothing herein shall obligate NJIT to file and/or pay for any patent application. (e) Neither Party shall license and/or commercialize joint patents without the prior written consent of the other, which consent shall not be unreasonably denied.
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Project Intellectual Property Rights. 10.1 BioMarin declares that it has the full right and title to make available the BioMarin Technology to Epro. Epro may use the BioMarin Technology solely to perform the Project. Epro declares that it has the full right and title to make available the Epro Technology to BioMarin. BioMarin may use the Epro Technology solely as provided in this Agreement. Portions of this document have been redacted pursuant to a Request for Confidential Treatment. Redacted portions are indicated with the notation “[*****]” 10.2 All BioMarin Proprietary Information shall remain the sole and exclusive property of BioMarin. BioMarin will grant Epro a nonexclusive, royalty-free, worldwide license for use of BioMarin derived preclinical and clinical data evaluating API to Epro for regulatory filings in Epro’s Field of Use. All Epro Proprietary Information shall remain the sole and exclusive property of Epro, which explicitly shall include the already existing know-how as well as the know-how developed during this Agreement for the stabilization of the Product. 10.3 Both Parties shall own in equal shares all Project Intellectual Property Rights. Epro and BioMarin shall be listed as co-owners on intellectual property filings related to the Project Intellectual Property Rights. Each Party shall promptly disclose to the other Party the development or discovery of any Project Intellectual Property Rights considered to be patentable or the subject of any form of registration to the other Party. All references to a patent (or patentable) in this Article 10 shall include any similar registration or filing in any country intended to protect the Parties’ interest in Project Intellectual Property Rights. 10.4 For a fast first filing e.g. a provisional or a priority patent application related to Project Intellectual Property Rights, Epro shall, as soon as possible, execute all instruments and do all things reasonably necessary to file patents or to seek similar protection for the Project Intellectual Property Rights jointly in the name of Epro and BioMarin. Both Parties will bear, in equal shares, all costs and responsibility for all aspects of patent filings, patent prosecution and patent defense related to the Intellectual Property Rights, including all costs and strategy decisions. 10.5 Each Party shall promptly inform in writing the other Party which of its employee(s) is or are involved in the development of any particular Project Intellectual Property Right. Depending on each individu...
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Project Intellectual Property Rights. Visitor understands that FSU is governed in its handling of intellectual property by its official policies, summarized in its Intellectual Property Handbook (▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇/research- offices/oc/innovators-portal/ip-policies/ip-handbook/), and agrees to abide by the current terms and conditions of those policies at the time of their visit in the course of their Activities. Pursuant to these policies and in consideration of Visitor’s participation in projects administered by FSU, access to or use of facilities provided by FSU and/or other valuable consideration, Visitor hereby agree as follows: 1. Visitor will disclose to FSU all potentially patentable inventions conceived or first reduced to practice in whole or in part in the course of, and related to, Visitor’s FSU responsibilities, Visitor’s participation in research, or other projects at FSU with more than casual use of University resources. Visitor further hereby assigns jointly to FSU and Visitor’s non-FSU employer all rights, title and interest in such patentable inventions and agrees to execute and deliver all documents and do any and all things necessary and proper to effect such assignment. Such assignment is not inconsistent with the terms of Visitor’s continuing employment outside of FSU or with any other agreement that Visitor has entered into. 2. Visitor will not use any information defined as confidential or proprietary by Visitor’s non-FSU employer in the course of Visitor’s FSU activities, and Visitor will not do any consulting or any work for Visitor’s non-FSU employer while at any facility owned or leased by FSU. 3. Visitor is free to place his or her inventions in the public domain as long as in doing so neither Visitor nor FSU violates the terms of any agreements that governed the work done, or agreements with Visitor’s non- FSU employer. 4. Visitor recognizes FSU’s policy that all rights in copyright shall remain with the creator unless the work: a. Is an FSU work-for-hire, b. Is supported by a direct allocation of funds through FSU for the pursuit of a specific project, c. Is commissioned by FSU, d. Makes significant use of University resources or personnel, or e. Is otherwise subject to FSU-related contractual obligations. 5. Visitor will assign and confirm in writing to FSU all rights, title and interest, including associated copyright, in and to copyrighted materials falling under a) through e) above. 6. Visitor will not enter into any agreement creating copyright or p...
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Project Intellectual Property Rights. (a) The rights of the Parties to Project Intellectual Property made by their employees in the performance of the SBIR/STTR Project shall be as set forth in the patent rights clause of 37 CFR
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Project Intellectual Property Rights. (a) The rights of the Parties to Project Intellectual Property made by their employees in the performance of the STTR Project shall be as set forth in the patent rights clause of 37 CFR 401.14. The NIH may obtain title to any Project Intellectual Property not elected by a Party as set forth in the patent rights clause. Unless otherwise agreed in writing, Project Intellectual Property shall be owned by the Party whose employees make or generate the Project Intellectual Property. Jointly made or generated Project Intellectual Property shall be jointly owned by the Parties unless otherwise agreed in writing. Subject to the NIH’s rights under the patent rights clause of 37 CFR 401.14, SBC acknowledges that all intellectual property developed by UT __________ faculty, staff and students developed using UT ___________ facilities, including but not limited to Project Intellectual Property, is subject to ownership by the Board of Regents of System (“Board”) as set forth in the Board’s Rules and Regulations, Series 90000 (“Rules”). In addition to the NIH’s rights under the Patent rights clause of 37 CFR 401.14, the Parties agree that the U.S. federal government (“Government”) shall have an irrevocable, royalty free, nonexclusive license for any Government purpose in any Project Intellectual Property. (1) Unless set forth in a license agreement pursuant to Section 4(d), any revenues and profits resulting from the practice, licensing, or exploitation of Project Intellectual Property generated by either Party shall be allocated between SBC and UT Southwestern as follows: SBC % Net Sales and License Receipts UT _________ % Net Sales and License Receipts (2) Patent expenses associated with the development and marketing of any Product shall be allocated as follows: the SBC will be responsible for _______ percent and UT ___________ will be responsible for ______ percent. (b) The Parties agree to disclose to each other, in writing, each and every Project Intellectual Property. The Parties acknowledge that they will disclose Project Intellectual Property to each other within _______ months after their respective inventor(s) first disclose such Project Intellectual Property in writing in accordance with the notice guidelines set forth in Section 8. All written disclosures of such Project Intellectual Property shall contain sufficient detail of the Project Intellectual Property, identification of any statutory bars, and shall be marked confidential, in accordance with 35 U.S....
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Project Intellectual Property Rights. All right, title and interest to all Project Intellectual Property shall be owned solely and exclusively by and vest entirely in QF according to QF Policies and Procedures. PRINCIPAL INVESTIGATORS should ensure that all right, title and interest in Project Intellectual Property are retained by QF under any subcontracts, sub-awards or other third-party agreements.
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Project Intellectual Property Rights. Partner Co will: (a) ensure that rights of Partner Co under any third party license agreements respecting Confidential Information, Project Intellectual Property (other than Off The Shelf Software) and ownership rights of Partner Co, if any, therein will be fully transferable to VCHA or its nominee without transfer cost, solely and to the extent necessary for VCHA to carry out operation and maintenance of the Projects after the Transfer Date; (b) obtain all necessary licences, permissions and consents, and take all requisite actions, to permit Partner Co to transfer its rights in any Confidential Information, Project Data and Project Intellectual Property (other than Off The Shelf Software) to VCHA as required by this Agreement, solely for the purposes of VCHA or carrying out operation and maintenance of the Projects; (c) ensure that there are no actual or purported restrictions on VCHA’s ability to use the transferred rights in respect of Confidential Information or any Project Intellectual Property (other than Off The Shelf Software) for the purposes of carrying out operation and maintenance of the Projects after the date of transfer to VCHA (the “Transfer Date”), subject to: (1) payment by VCHA after the Transfer Date of any reasonable maintenance fees consistent with those which Partner Co was required to pay to the licensor prior to the Transfer Date; and (2) commercially reasonable industry standard licensing restrictions such as confidentiality and restrictions on re-sale; (d) transfer, or cause the transfer of, its rights under any third party license agreements and its rights as owner of such Confidential Information and Project Intellectual Property (other than Off The Shelf Software), to VCHA or its nominee, to the extent necessary for VCHA to carry out operation and maintenance of the Projects; and (e) make available to VCHA, at VCHA’s request, the particulars of all Off The Shelf Software which is Project Intellectual Property in sufficient detail to enable VCHA to locate and independently purchase such Off The Shelf Software.
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Related to Project Intellectual Property Rights

  • Intellectual Property Rights The Company and each of its Subsidiaries owns or possesses or has valid rights to use all patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses, inventions, trade secrets and similar rights (“Intellectual Property Rights”) necessary for the conduct of the business of the Company and its Subsidiaries as currently carried on and as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. To the knowledge of the Company, no action or use by the Company or any of its Subsidiaries necessary for the conduct of its business as currently carried on and as described in the Registration Statement and the Prospectus will involve or give rise to any infringement of, or license or similar fees for, any Intellectual Property Rights of others. Neither the Company nor any of its Subsidiaries has received any written notice alleging any such infringement, fee or conflict with asserted Intellectual Property Rights of others. Except as would not reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change (A) to the knowledge of the Company, there is no infringement, misappropriation or violation by third parties of any of the Intellectual Property Rights owned by the Company; (B) there is no pending or, to the knowledge of the Company, threatened action, suit, proceeding or claim by others challenging the rights of the Company in or to any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim, that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (C) the Intellectual Property Rights owned by the Company and, to the knowledge of the Company, the Intellectual Property Rights licensed to the Company have not been adjudged by a court of competent jurisdiction invalid or unenforceable, in whole or in part, and there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others challenging the validity or scope of any such Intellectual Property Rights, and the Company is unaware of any facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; (D) there is no pending or, to the Company’s knowledge, threatened action, suit, proceeding or claim by others that the Company infringes, misappropriates or otherwise violates any Intellectual Property Rights or other proprietary rights of others, the Company has not received any written notice of such claim and the Company is unaware of any other facts which would form a reasonable basis for any such claim that would, individually or in the aggregate, together with any other claims in this Section 2.32, reasonably be expected to result in a Material Adverse Change; and (E) to the Company’s knowledge, no employee of the Company is in or has ever been in violation in any material respect of any term of any employment contract, patent disclosure agreement, invention assignment agreement, non-competition agreement, non-solicitation agreement, nondisclosure agreement or any restrictive covenant to or with a former employer where the basis of such violation relates to such employee’s employment with the Company, or actions undertaken by the employee while employed with the Company and could reasonably be expected to result, individually or in the aggregate, in a Material Adverse Change. To the Company’s knowledge, all material technical information developed by and belonging to the Company which has not been patented has been kept confidential. The Company is not a party to or bound by any options, licenses or agreements with respect to the Intellectual Property Rights of any other person or entity that are required to be set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus and are not described therein. The Registration Statement, the Pricing Disclosure Package and the Prospectus contain in all material respects the same description of the matters set forth in the preceding sentence. None of the technology employed by the Company has been obtained or is being used by the Company in violation of any contractual obligation binding on the Company or, to the Company’s knowledge, any of its officers, directors or employees, or otherwise in violation of the rights of any persons.

  • INTELLECTUAL PROPERTY RIGHTS - DATA RIGHTS A. Data produced under this Annex which is subject to paragraph C. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement will be protected for the period of one year. B. Under paragraph H. of the Intellectual Property Rights - Data Rights Article of the Umbrella Agreement, Disclosing Party provides the following Data to Receiving Party. The lists below may not be comprehensive, are subject to change, and do not supersede any restrictive notice on the Data provided.

  • Third Party Intellectual Property Rights 10.7.1 Each Party shall give prompt written notice to the other of any intellectual property rights of any third party which could reasonably be considered as constituting impediment on the use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event the Parties shall agree on the strategy and procedural steps to be taken in respect of opposing and/or settling such potential impediment. 10.7.2 Each Party shall give prompt written notice to the other of claims or suits arising out of actual or alleged Infringement of Patent Rights, Know-How or other intellectual property owned by a third party, as a result of any use of the Ipsen Licensed Technology, Joint Inventions or Joint Patent Rights in accordance with the provisions of this Agreement or on the research, development, * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. manufacture, use, marketing, promotion, distribution, sale, import or export of Licensed Product, in which event Licensee, subject to the provisions of Section 10.7.3, shall have the right to contest or defend such claim or suit on behalf of itself and on behalf of Ipsen. If Licensee elects to contest or defend such claim or suit, Licensee shall notify Ipsen of such election, and shall keep Ipsen fully informed of any development in such claim or suit, including by transmitting copies of all documents in such claim or suit. If Licensee contests or defends a claim or suit pursuant to this Section 10.7.2 and Ipsen has not elected to contest or defend such claim or suit subject to, and in accordance with, the provisions of Section 10.7.3, then (a) Licensee shall control the defense of such claim or suit, (b) Ipsen shall provide assistance in the defense of such claim or suit in a reasonable and timely manner upon reasonable request of Licensee and at Licensee’ sole cost and expense; and (c) Licensee shall have the right to compromise or settle such claim or suit; provided, however, that, if such claim or suit was originally made or filed against Ipsen or any of its Affiliates or pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Know-How, any such compromise or settlement by Licensee of such claim or suit shall be subject to ▇▇▇▇▇’▇ prior written approval, which shall not be unreasonably withheld or delayed. Notwithstanding Licensee’s control of the defense of any claim or proceeding pursuant to this Section 10.7.2, Ipsen shall have the right to participate in such defense using counsel of its own choice and at its own expense, provided that such claim or proceeding was originally made or filed against Ipsen or any of its Affiliates or pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Inventions. 10.7.3 If, within [ ]* after Licensee receives written notice of any such claim or suit, Licensee elects not to contest or defend, or fails to notify Ipsen of its intent to contest to or defend, such claim or suit, then Ipsen shall have the right to contest or defend such claim or suit on behalf of itself and Licensee and shall keep Licensee fully informed of any development in such claim or suit, including by transmitting copies of all documents submitted in such claim or suit. Notwithstanding any of the foregoing provisions of this Section 10.7.3 to the contrary, ▇▇▇▇▇’▇ right under this Section 10.7.3 to contest or defend such claim or suit shall apply only if either (i) such claim or suit was originally made or brought against Ipsen or any of its Affiliates or (ii) such claim or suit pertains to any of the Ipsen Licensed Technology, Joint Patent Rights or Joint Inventions. If Ipsen contests or defends a claim or suit pursuant to this Section 10.7.3, then (a) Ipsen shall control the defense of such claim or suit, (b) Licensee shall provide assistance in the defense of such claim or suit in a reasonable and timely manner upon reasonable request of Ipsen and at ▇▇▇▇▇’▇ sole cost and expense and (c) Ipsen shall have the right to compromise or settle such claim or suit; provided, however, that such compromise or settlement shall be subject to Licensee’s prior written approval, which shall not be unreasonably withheld or delayed. Notwithstanding ▇▇▇▇▇’▇ control of the defense of any such claim or proceeding, Licensee shall have the right to participate in such defense using counsel of its own choice and at its own expense. * CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. 10.7.4 The defending Party shall bear its own costs and expenses (including, without limitation, attorneys fees and court costs) in connection with the defense of any claim or suit pursuant to Section 10.7.2 or Section 10.7.3, and the defending Party shall also bear the costs and expenses of the other Party if and to the extent that such costs and expenses were incurred by such other Party in connection with reasonable assistance provided by such other Party in connection with such defense at the request of the defending Party. 10.7.5 In the event that, in connection with the defense of any claim or suit pursuant to this Section 10.7 or any settlement thereof, the defending Party shall receive damages, costs or other amounts, such damages, costs or other amounts shall be treated in the manner contemplated under Section 10.6 as if they had been received by the defending Party in connection with any action or proceeding initiated and pursued by the defending Party pursuant to Section 10.6 above. 10.7.6 The provisions of this Section 10.7 and the respective rights and obligations of the Parties under this Section 10.7 shall be without prejudice to any of the provisions of Article 15 or any of the respective rights and obligations of the Parties under Article 15.

  • 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”).

  • Intellectual Property, etc Each of Holdings and each of its Subsidiaries owns or has the right to use all domestic and foreign patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer programs and databases) and formulas, or other rights with respect to the foregoing, and has obtained assignments of all leases, licenses and other rights of whatever nature, in each case necessary for the conduct of its business, without any known conflict with the rights of others which, or the failure to obtain which, as the case may be, individually or in the aggregate, has had, or could reasonably be expected to have, a Material Adverse Effect.