Solely-Owned Technology Sample Clauses

The Solely-Owned Technology clause defines which technology, inventions, or intellectual property are owned exclusively by one party in an agreement. Typically, it clarifies that any technology developed or owned by a party prior to the agreement, or created independently without use of the other party’s resources, remains the sole property of that party. This clause ensures that ownership rights are clearly delineated, preventing disputes over proprietary technology and safeguarding each party’s pre-existing or independently developed assets.
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Solely-Owned Technology. Subject to Section 6.4.2 hereof, in the event that any Invader Technologies or Invader Intellectual Property necessary for the manufacture, sale or use of a Product is allegedly infringed or misappropriated by a third party or is subject to a declaratory judgment action arising from such alleged infringement or misappropriation, in each case with respect to the manufacture, sale or use of a product within the Life Sciences Research Market that competes directly with a Product hereunder (an "Infringement"), Third Wave or Endogen (respectively) shall promptly notify the other Party hereto. Third Wave shall have the initial right (but not the obligation) to initiate legal action against such third party or defend such declaratory judgment, as applicable, with respect to the Infringement, at its expense. In the event that Third Wave fails to take such action within ninety (90) days of a request by Endogen to do so, Endogen may take such action in the name of Third Wave against such third party, at the expense of Endogen. The Party involved in any such claim, suit or proceeding, shall keep the other Party hereto reasonably informed of the progress of any such claim, suit or proceeding. [CONFIDENTIAL TREATMENT REQUESTED]*
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Solely-Owned Technology. Subject to 7.3.2 below, in the event that any GenVec Technology or Fuso Technology (in this Section, both referred to as "Technology") necessary for manufacture, use and sale of a Collaboration Product is infringed or misappropriated by a third party in any country in the Territory, or is subject to a declaratory judgment action arising from such infringement in such country, Fuso or GenVec, as the case may be, shall promptly notify the other party hereto. The party which owns or controls such Technology (the "Owner") shall have the initial right (but not the obligation) to enforce such Technology, or defend any declaratory judgment action with respect thereto, at its expense. In the event that the Owner fails to initiate a suit to enforce such Technology against a commercially significant infringement in the Field by a third party in any jurisdiction in the Territory within * of a request by the other party (the "Licensee") to do so, Licensee may, subject to the Owner's agreements with third parties, initiate such suit in the name of the Owner of such Technology against such infringement, at the expense of such Licensee. The party involved in any such claim, suit or proceeding, shall keep the other party hereto reasonably informed of the progress of any such claim, suit or proceeding. Any recovery by such party received as a result of any such claim, suit or proceeding shall be used first to reimburse such party for all expenses (including attorneys and professional fees) incurred in connection with such claim, suit or proceeding and if the party initiating the suit was the owner of the subject Technology, all of the remainder shall be retained by such owner, and if the party initiating the suit is the Licensee, * percent (*%) of the remainder shall be paid to the owner of the subject Technology and * percent (*%) retained by the Licensee. If the Licensee initiates such suit in the name of the Owner of such Technology against such infringement, the Licensee shall not enter into any agreement which makes any admission regarding (i) wrongdoing on the part the Owner, or (ii) the invalidity, unenforceability or absence of infringement of the Owner's Technology, without the prior written consent of the Owner, which consent shall not be unreasonably withheld. The parties shall cooperate with each other in connection with any such claim, suit or proceeding and shall keep each other reasonably informed of all material developments in connection with any such clai...
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Solely-Owned Technology. Anything contained in this Agreement to the contrary notwithstanding, as between the Parties (i) ImmunoGen shall be the sole owner of the Licensed Intellectual Property (other than the Joint Program Technology and Joint Improvements included therein), and (ii) subject to Section 7.3(b) hereof, Lilly shall be the sole owner of Lilly Improvements and any Patent Rights claiming Lilly Improvements and/or Lilly Antibodies.
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Solely-Owned Technology. Anything contained in this Agreement to the contrary notwithstanding, as between the Parties (i) ImmunoGen shall be the sole owner of the Licensed Intellectual Property (other than the Joint Program Technology and Joint Improvements included therein), and (ii) Novartis shall be the sole owner of Novartis Improvements and any Patent Rights claiming Novartis Improvements.
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Solely-Owned Technology. As between the Parties, ImmunoGen shall be the sole owner of (i) the Licensed Patent Rights and the Licensed Technology, (ii) all ImmunoGen Program Technology, and (iii) all ImmunoGen Improvements. As between the Parties, and subject to Section 7.3(b), Bayer shall be the sole owner of (A) all Bayer Background Technology, (B) all Bayer Program Technology and (C) all Bayer Improvements. The Party solely owning any Technology or Improvements hereunder shall be the sole owner of all Patent Rights with respect thereto. All determinations of inventive contribution shall be as determined by United States laws of inventorship. The Party solely owning an invention hereunder will be solely responsible, at its own cost and expense and in its sole discretion, for the filing, prosecution and maintenance of any Patent Rights with respect thereto.
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Solely-Owned Technology. Subject to the licenses granted hereunder, ImmunoGen shall own (i) the Licensed Patent Rights, the Licensed Technology, the ImmunoGen Materials, (ii) all ImmunoGen Program Technology and (iii) all inventions (including, without limitation, Improvements) conceived and reduced to practice solely by employees of or agents or others obligated to assign inventions to ImmunoGen or an ImmunoGen Affiliate (“ImmunoGen Inventions”). Subject to the licenses granted hereunder, Biogen Idec shall own (i) the Biogen Idec Background Technology, the Biogen Idec Patent Rights and the Biogen Idec Proprietary Materials, (ii) all Biogen Idec Program Technology and (iii) all inventions (including, without limitation, Improvements) conceived and reduced to practice solely by employees of or agents or others obligated to assign inventions to Biogen Idec or a Biogen Idec Affiliate (“Biogen Idec Inventions”). Subject to the licenses granted to Biogen Idec under this Agreement, the Party solely owning any Technology hereunder shall be the sole owner of any inventorship ​ certificate(s), patent application(s) and patent(s) thereon. All determinations of inventive contribution shall be as determined by United States laws of inventorship. Subject to the terms of Section 7.2 below relating to Improvements, the Party solely owning an invention hereunder will be solely responsible, at its own cost and expense and in its sole discretion, for the filing, prosecution and maintenance of any inventorship certificate(s), patent application(s) and patent(s) thereon.
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Solely-Owned Technology. Subject to 14.4.2 below, in the event that any Introgen Technology or RPRP Technology necessary for manufacture, use and sale of a Collaboration Product is infringed or misappropriated by a third-party in any country in which Introgen or RPRP has rights to market such Collaboration Product, or is subject to a declaratory judgment action arising from such infringement in such country, Introgen or RPRP (respectively) shall promptly notify the other party hereto. The owner of such Technology shall have the initial right (but not the obligation) to enforce the Technology it owns, or defend any declaratory judgment action with respect thereto, at its expense. In the event that the owner of such Technology fails to initiate a suit to enforce such Technology against a commercially significant infringement in the Field by a third party within one hundred eighty (180) days of a request by the other party to do so if such infringement is occurring in a territory in which the other party (the "Licensee") has the right to market the subject Collaboration Product, such Licensee may initiate such suit in the name of the owner of such Technology against such infringement, at the expense of such Licensee. The party involved in any such claim, suit or proceeding, shall keep the other party hereto reasonably informed of the progress of any such claim, suit or proceeding. Any recovery by such party received as a result
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Solely-Owned Technology. ImmunoGen shall own (i) the Licensed Patent Rights, the Licensed Technology and the ImmunoGen Materials, (ii) all ImmunoGen Program Technology (whether or not patentable), and (iii) all Improvements made during the course of and pursuant to activities carried out under this Agreement solely by employees of or agents to or others obligated to assign inventions to ImmunoGen. Centocor shall own (i) all Centocor Program Technology (whether or not patentable) and (ii) all Improvements made during the course of and pursuant to activities carried out under this Agreement solely by employees of or agents to or others obligated to assign inventions to Centocor. The Party solely owning any Technology hereunder shall be the sole owner of all Patent Rights with respect thereto. All determinations of inventive contribution shall be as determined by United States laws of inventorship. Subject to the terms of Section 7.2 below relating to Improvements, the Party solely owning an invention hereunder will be solely responsible, at its own cost and expense and in its sole discretion, for the filing, prosecution and maintenance of any inventorship certificate(s), patent application(s) and patent(s) thereon.
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Related to Solely-Owned Technology

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you.

  • Foreground IP This subparagraph d. shall not apply to unmodified commercial off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

  • Background IP As between the Parties, each Party will retain all right, title and interest in and to all of its Background IP.

  • Third Party Technology The Company makes use of third party technology to collect information required for traffic measurement, research, and analytics. Use of third party technology entails data collection. We therefore would like to inform clients the Company enables third parties to place or read cookies located on the browsers of users entering the Company’s domain. Said third parties may also use web beacons to collect information through advertising located on the Company’s web site. Please note that you may change your browser settings to refuse or disable Local Shared Objects and similar technologies; however, by doing so you may be disabling some of the functionality of Company’s services.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.