Transfers of Intellectual Property Clause Samples

The "Transfers of Intellectual Property" clause defines the terms under which ownership or rights to intellectual property (IP) are assigned, licensed, or otherwise conveyed between parties. This clause typically outlines what types of IP are covered—such as patents, copyrights, trademarks, or trade secrets—and specifies the conditions, scope, and limitations of the transfer, including whether the transfer is exclusive or non-exclusive and any ongoing obligations. Its core function is to ensure clarity and legal certainty regarding who holds the rights to specific IP assets, thereby preventing future disputes over ownership or usage.
Transfers of Intellectual Property. Transfer any ownership or interest in, or material rights relating to, or the granting of any liens or encumbrances on, any of the Intellectual Property to any person or entity which is not a member of the consolidated group of the Company and its Subsidiaries; provided, however, that this restriction shall not apply to transfers of Intellectual Property accomplished in the ordinary course of business (such as pursuant to software license agreements in the ordinary course of business).
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Transfers of Intellectual Property. As soon as practicable following the date of this Agreement, but in any event prior to the Closing, Seller shall (a) assign, or cause its applicable Affiliate to assign, to a Transferred Entity designated in writing by Purchaser, on a form reasonably satisfactory to Purchaser, all right, title and interest of Seller and its Affiliates in and to all Registered Business Intellectual Property (including any Marks and Internet Properties set forth on Section 3.16(a) of the Seller Disclosure Schedule, and any Marks and Internet Properties that the parties later determine should have been set forth on Section 3.16(a) of the Seller Disclosure Schedule), to the extent not already owned by a Transferred Entity as of the date of this Agreement; (b) take all actions necessary to record and effect such assignment with the applicable Governmental Entity or registrar; and (c) deliver to Purchaser executed copies of all such assignments and documentation of all such recordations and other actions.
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Transfers of Intellectual Property. (a) ▇▇▇▇ hereby sells and assigns to Cephalon its entire right, title, and interest throughout the world in and to the [**] Application and the inventions claimed therein. ▇▇▇▇ also hereby grants to Cephalon and its Affiliates a non-exclusive, non-royalty-bearing, world-wide license (including the right to sublicense) to all Intellectual Property Rights owned or controlled by ▇▇▇▇ that are related to the [**] Application and necessary to permit Cephalon to practice the inventions claimed in the [**] Application (the “[**] Intellectual Property Rights”) to manufacture, have manufactured, develop, formulate, use, sell, offer to sell, and import API and finished pharmaceutical products. (b) Cephalon hereby grants to ▇▇▇▇ and its Affiliates a non-exclusive, non-royalty-bearing, world-wide license to the [**] Application and the inventions claimed therein to manufacture, have manufactured, develop, formulate, use, sell, offer to sell, and import API and finished pharmaceutical products. (c) In consideration of the sale, assignment and license set forth in Section 3.4(a) above, Cephalon shall make a lump sum payment to ▇▇▇▇ in the amount of [**]. This payment **Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended. shall be made [**]. (d) ▇▇▇▇ represents and warrants that, as of the Effective Date: (i) it owns all right, title, and interest in and to the [**] Application; (ii) it has the right to enter into this agreement with respect to the [**] Intellectual Property Rights; (iii) it has not granted and will not grant during the term of this agreement rights in or to the [**] Intellectual Property Rights that are inconsistent with the rights granted herein; (iv) to ▇▇▇▇’▇ knowledge, there are no claims of third parties that would call into question the rights of ▇▇▇▇ to grant to Cephalon the rights contemplated hereunder; (v) except for the Intellectual Property Rights related to the [**] Application, as of the Effective Date, ▇▇▇▇ does not own, control, or have any rights to any patents or patent applications that would dominate any practice of the Intellectual Property Rights related to the [**] Application; and (vi) to ▇▇▇▇’▇ knowledge, there are no threatened or pending actions, suits, investigations, claims, or proceedings in any way relating to the Intellectu...
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Transfers of Intellectual Property. Franklin will cause any transferee or successor in interest to any Franklin Patent or other intellectual property or proprietary right, or any interest therein, to be bound by all applicable terms of this Section 3.
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Transfers of Intellectual Property. The Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to transfer, in any transaction or series of transactions after the Closing Date, to any Person that is not a Loan Party (x) any intellectual property or exclusive rights thereto, governmental or regulatory consent, approval, license or authorization, in each case, that is material to the business of the Loan Parties (as determined by the Borrower in its reasonable good faith business judgment in consultation with (but without the consent of) the Administrative Agent) or (y) any Capital Stock of any Restricted Subsidiary of the Borrower that owns intellectual property or exclusive rights thereto, governmental or regulatory consents, approvals, licenses or authorizations, in each case, that is material to the business of the Loan Parties (in the Borrower’s reasonable good faith business judgment in consultation with (but without the consent of) the Administrative Agent), in each case, other than granting non-exclusive licenses, non-exclusive rights or similar agreements; provided that substantially contemporaneously with any such transfer, the Borrower shall deliver a certificate to the Administrative Agent (for delivery to each Lender) from the chief financial officer of the Borrower describing the intellectual property subject to such transfer and certifying that such transfer is made in compliance with this Section 6.03.
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Transfers of Intellectual Property. Unless otherwise approved by the Company’s Board of Directors or a committee of the Board of Directors (including in each case the approval of at least two of the Preferred Directors), neither the Company nor any Subsidiary shall sell, lease, transfer, exclusively license or otherwise dispose of or pledge or encumber its technology or intellectual property, other than licenses granted in the ordinary course of business.
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Related to Transfers of Intellectual Property

  • Use of Intellectual Property The Adviser grants to the Sub-Adviser a sublicense to use the trademarks, service marks, logos, names, or any other proprietary designations of the Adviser (“AdvisorShares Marks”) on a non-exclusive basis. The Sub-Adviser will acquire no rights in the AdvisorShares Marks, and all goodwill of the AdvisorShares Marks shall inure to and remain with the Adviser. The Sub-Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Fund(s), the Adviser or any of their respective affiliates or use AdvisorShares Marks in offering, marketing or other promotional materials without the prior express written consent of the Adviser, which approval will not be unreasonably withheld or delayed, except as required by rule, regulation or upon the request of a governmental authority. Notwithstanding the forgoing, the Sub-Adviser and its affiliates may, without obtaining the Adviser’s prior approval, refer directly or indirectly to its relationship with the Trust, the Fund(s), the Adviser or any of their respective affiliates and use AdvisorShares Marks in offering, marketing or other promotional materials provided that such materials were previously approved by the Adviser and remain in substantially the same form.

  • License of Intellectual Property Each Party (a “Licensor”) grants the other Party (a “Licensee”) the non-exclusive, royalty-free, paid-up, worldwide, irrevocable, right, during the term of this Agreement, to use the Licensor’s Intellectual Property solely for the purposes of this Agreement and to carry out the Party’s functions consistent with its responsibilities and authority as set forth in the enable legislation and regulations. Such licenses shall not give the Licensee any ownership interest in or rights to the Intellectual Property of the Licensor. Each Licensee agrees to abide by all third-party license and confidentiality restrictions or obligations applicable to the Licensor’s Intellectual Property of which the Licensor has notified the Licensee in writing.

  • Assignment of Intellectual Property Rights (a) Executive hereby assigns to Nucor Corporation Executive’s entire right, title and interest, including copyrights and patents, in any idea, invention, design of a useful article (whether the design is ornamental or otherwise), work product and any other work of authorship (collectively the “Developments”), made or conceived solely or jointly by Executive at any time during Executive’s employment by Nucor (whether prior or subsequent to the execution of this Agreement), or created wholly or in part by Executive, whether or not such Developments are patentable, copyrightable or susceptible to other forms of protection, where the Developments: (i) were developed, invented, or conceived within the scope of Executive’s employment with Nucor; (ii) relate to Nucor’s actual or demonstrably anticipated research or development; or (iii) result from any work performed by Executive on Nucor’s behalf. Executive shall disclose any Developments to Nucor’s management within 30 days following Executive’s development, making or conception thereof. (b) The assignment requirement in Section 15(a) shall not apply to an invention that Executive developed entirely on Executive’s own time without using Nucor’s equipment, supplies, facilities or Secret Information or Confidential Information except for those inventions that (i) relate to Nucor’s business or actual or demonstrably anticipated research or development, or (ii) result from any work performed by Executive for Nucor. (c) Executive will, within 3 business days following Nucor’s request, execute a specific assignment of title to any Developments to Nucor Corporation or its designee, and do anything else reasonably necessary to enable Nucor Corporation or its designee to secure a patent, copyright, or other form of protection for any Developments in the United States and in any other applicable country. (d) Nothing in this Section 15 is intended to waive, or shall be construed as waiving, any assignment of any Developments to Nucor implied by law.

  • Enforcement of Intellectual Property Rights and Assistance During and after the period of my employment, I will assist Company in every proper way to obtain and enforce United States and foreign Intellectual Property Rights relating to Company Inventions in all countries. If the Company is unable to secure my signature on any document needed in connection with such purposes, I hereby irrevocably designate and appoint Company and its duly authorized officers and agents as my agent and attorney in fact, which appointment is coupled with an interest, to act on my behalf to execute and file any such documents and to do all other lawfully permitted acts to further such purposes with the same legal force and effect as if executed by me.

  • Enforcement of Intellectual Property Rights I will cooperate fully with the Company, both during and after my employment with the Company, with respect to the procurement, maintenance and enforcement of Intellectual Property Rights in Company-Related Developments. I will sign, both during and after the term of this Agreement, all papers, including without limitation copyright applications, patent applications, declarations, oaths, assignments of priority rights, and powers of attorney, which the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development. If the Company is unable, after reasonable effort, to secure my signature on any such papers, I hereby irrevocably designate and appoint each officer of the Company as my agent and attorney-in-fact to execute any such papers on my behalf, and to take any and all actions as the Company may deem necessary or desirable in order to protect its rights and interests in any Company-Related Development.