Lockheed Martin and a subsidiary that will be transferred to Splitco will enter into an Intellectual Property Matters Agreement (IPMA) in respect of certain intellectual property (including patents, trade secrets, copyrights and know-how) used by the Splitco Business. Pursuant to the IPMA, Lockheed Martin will transfer to the Splitco Subsidiary certain specified intellectual property owned by Lockheed Martin and used in the Splitco Business (Transferred Intellectual Property), including the right to use such intellectual property, which the Splitco Subsidiary will hold subject to (i)any rights of the U.S. Government in any such intellectual property, (ii)any licensees of such Transferred Intellectual Property granted prior to the execution of the IPMA and (iii)any rights of third parties in intellectual property embedded or included in the Transferred Intellectual Property. The Splitco Subsidiary will also grant back to Lockheed Martin an irrevocable, worldwide, perpetual, fully paid up, royalty-free, generally nontransferable and nonexclusive license to a specified subset of the Transferred Intellectual Property to use for any purpose relating to Lockheed Martins retained businesses and operations.
In addition, Lockheed Martin will grant to the Splitco Subsidiary an irrevocable, worldwide, perpetual, fully paid up, royalty-free, generally nontransferable and nonexclusive license in and to certain additional specified intellectual property owned by Lockheed Martin and used by the Splitco Business and other retained businesses of Lockheed Martin (Licensed Intellectual Property) to use the same for any purposes in connection with the Splitco Business, subject to any rights of third parties in intellectual property embedded or included in the Licensed Intellectual Property. The Splitco Subsidiary may not grant sublicenses of its rights to the Licensed Intellectual Property under the IPMA without the prior written consent of Lockheed Martin (other than sublicenses to (a)Splitco, wholly-owned subsidiaries of Splitco and any future wholly-owned subsidiaries of Splitco and (b)providers of goods and services or other third parties for the benefit of the Splitco Business), provided that such consent shall not be unreasonably withheld or delayed with respect to proposed sublicenses to Affiliates of Splitco. Any permitted sublicense must be consistent with the terms of the IPMA, and the Splitco Subsidiary will remain solely liable for any such sublicensees compliance with the agreement. In the case of sublicenses to wholly-owned subsidiaries of Splitco, such sublicenses must provide for automatic termination when any such entity ceases to be an affiliate of the Splitco Subsidiary or wholly-owned subsidiary of Splitco. In addition, the IPMA contains restrictions with respect to the fields of use in which certain identified items of the Licensed Intellectual Property may be used and grants exclusive license rights in certain identified items of the Licensed Intellectual Property, for the design, development, manufacture, sale and distribution of devices, systems, products and services for certain commercial customers.
Furthermore, pursuant to the IPMA, certain specified intellectual property will be deemed jointly owned by Lockheed Martin and the Splitco Subsidiary (the Jointly Owned Intellectual Property), with each party owning an equal and undivided interest in such intellectual property. Each party will be entitled to freely use the Jointly Owned Intellectual Property outside the scope of the IPMA without accounting between them, and any improvement, updates or modifications to the Jointly Owned Intellectual Property made after the date of the Distribution will be owned by the party making such improvement, update or modification.
Section 2.05 Jointly Owned Intellectual Property.The Intellectual Property identified on Attachment V hereto (the Jointly Owned Intellectual Property) shall be deemed jointly owned by the Parties, with each Party owning an equal and undivided interest in such Jointly Owned Intellectual Property.Each Party shall be entitled to freely use the Jointly Owned Intellectual Property outside of the scope of this Agreement without accounting between them.Any improvements, updates and modifications made to such Jointly Owned Intellectual Property after the Distribution Effective Time shall be owned by the Party making such improvements, updates and modifications, subject to the provisions of Section 2.04(b).
Section5. Use of Intellectual Property. Except as expressly provided in this Agreement, nothing in this Agreement amends or modifies the provisions of the Intellectual Property Matters Agreement. To the extent any Intellectual Property is developed by Parent or its Subsidiaries in connection with Parents performance of work pursuant to any Shared Contracts (Spinco Companies), the Parties shall cooperate in good faith to allocate ownership and use of such Intellectual Property based upon the intended use and application of such Intellectual Property in the Parent Business and/or the Spinco Business, as the case may be, based upon the following key principles: (i)Intellectual Property with exclusive application to the Parent Business shall be retained by the Parent Companies with no grant of rights to the Spinco Companies, (ii)Intellectual Property with exclusive application to the Spinco Business shall be transferred to the Spinco Companies with no grant of rights to the Parent Companies, and (iii)Intellectual Property with application to both the Parent Business and the Spinco Business shall be retained by the Parent Companies and licensed to Spinco on a nonexclusive basis, in each case based on terms and conditions consistent with the similar provisions of the Separation Agreement and the Intellectual Property Matters Agreement with respect to Transferred Intellectual Property, Excluded Intellectual Property, Licensed Intellectual Property and Licensed-Back Intellectual Property, as the case may be. To the extent that, under the terms of any Shared Contracts (Spinco Companies) or Orders, rights in Intellectual Property are required to be granted to or otherwise made available to the U.S. Government, the Parties shall use reasonable best efforts to provide such rights under the terms and conditions of customary license or other agreements.
5.3 Litigation. Except as disclosed on the Perfection Certificate, there are no actions, suits, investigations, or proceedings pending or, to the Knowledge of the Responsible Officers, threatened in writing by or against Borrower or any of its Subsidiaries involving more than [***] Dollars ($[***]) or a claim for infringement of any intellectual property. Except as disclosed on the Perfection Certificate, there are no actions, suits, investigations or proceedings pending or, to the Knowledge of the Responsible Officers, threatened in writing by or against Borrower or any Subsidiaries involving challenges to the validity of the Intellectual Property.
abandoned, forfeited or dedicated to the public without Collateral Agents prior written consent. If Borrower or any of its Subsidiaries (i)obtains any patent, registered trademark or servicemark, registered copyright, registered mask work, or any pending application for any of the foregoing, whether as owner, licensee or otherwise, or (ii)applies for any patent or the registration of any trademark or servicemark, then Borrower or such Subsidiary shall substantially contemporaneously provide written notice thereof to Collateral Agent and each Lender and shall execute such intellectual property security agreements and other documents and take such other actions as Collateral Agent shall reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Collateral Agent, for the ratable benefit of the Lenders, in the Intellectual Property. If Borrower or any of its Subsidiaries decides to register any copyrights or mask works in the United States Copyright Office, Borrower or such Subsidiary shall: (x)provide Collateral Agent with at least [***] days prior written notice of Borrowers or such Subsidiarys intent to register such copyrights or mask works together with a copy of the application it intends to file with the United States Copyright Office (excluding exhibits thereto); (y) execute an intellectual property security agreement and such other documents and take such other actions as Collateral Agent may reasonably request in its good faith business judgment to perfect and maintain a first priority perfected security interest in favor of Collateral Agent, for the ratable benefit of the Lenders, in the copyrights or mask works intended to be registered with the United States Copyright Office; and (z)record such intellectual property security agreement with the United States Copyright Office contemporaneously with filing the copyright or mask work application(s) with the United States Copyright Office. Borrower or such Subsidiary shall promptly provide to Collateral Agent with evidence of the recording of the intellectual property security agreement necessary for Collateral Agent to perfect and maintain a first priority perfected security interest in such property.
8.12 Lien Priority; Intellectual Property. Any Lien created hereunder or by any other Loan Document shall at any time fail to constitute a valid and perfected Lien on any of the Collateral purported to be secured thereby, subject to no prior or equal Lien, other than Permitted Liens arising as a matter of applicable law. Any Intellectual Property material to Borrowers business shall cease to be validly owned or licensed by Borrower free and clear of any Liens other than Permitted Liens.
together with the goodwill of the Business associated therewith, any Assigned Intellectual Property that may be registered upon or issue from any of the foregoing, for Assignees own use and enjoyment, and for the use and enjoyment of its successors, assigns or other legal representatives, as fully and entirely as the same would have been held and enjoyed by Assignor if this assignment had not been made. The EarlyCDT-Lung Trademarks, Tumour Markers Patent, and Lung Patent Application are collectively referred to herein as the Assigned Intellectual Property. For the sake of clarity, the assignment granted herein is limited to only those assets explicitly listed on Appendix 1, Appendix 2, and Appendix3 and does not include, and specifically excludes, any counterparts, continuations, continuations-in-part, divisionals, reissues, reexaminations, renewals, parent applications or patents, and the like, both foreign and domestic that are pending as of the Closing Date. Concurrently herewith, the Parties hereby agree to execute the Confirmatory Intellectual Property Assignment attached as Appendix 4 for the purposes of recording with the United States Patent and Trademark Office and providing to relevant regulatory authorities.
Upon termination of this Agreement, Assignee agrees to, and irrevocably does, assign, transfer, convey, deliver, and set over to Assignor, and its successors, assigns, and other legal representatives, all of Assignees right, title, and interest in, to, and under the Assigned Intellectual Property. Upon termination of this Agreement, Assignee agrees to assist Assignor in the preparation and execution of all documents necessary to perfect ownership transfer of the Assigned Intellectual Property from Assignee to Assignor, including execution of the Confirmatory Intellectual Property Assignment attached as Appendix5.
2.1 Grant of Rights to Licensed Intellectual Property. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a limited, exclusive (including as to Licensor), sublicensable (only as permitted under Section6 herein), non-transferable (except as permitted under Section6 herein), fully paid-up, royalty-free license to the Licensed Intellectual Property in the Licensed Field in the Territory. Such license shall entitle Licensee to use and exploit the Licensed Intellectual Property solely in the Licensed Field in the Territory. Licensor shall retain all rights to use and exploit the Licensed Intellectual Property in the Licensed Field outside the Territory.
c. In the event any Party initiates such an infringement action regarding the Licensed Intellectual Property, the Licensor Developed Intellectual Property, or the Licensee Developed Intellectual Property (the Initiating Party), the other Party agrees to make good faith and commercially reasonable efforts to cooperate with the Initiating Party with respect such infringement action and to assist in enforcement of such intellectual property. If the Initiating Party is required by law or a court or other government agency to join the other Party as a party plaintiff in order to bring such infringement action, the other Party agrees to join such action at the Initiating Partys expense. Except as otherwise agreed to by the Parties as part of a cost-sharing arrangement, any damages or other recovery realized as a result of such action, in excess of expenses and costs incurred by the Initiating Party for such action, shall be retained by the Initiating Party.
Upon termination of this Agreement, Licensee agrees to, and irrevocably does, assign, transfer, convey, deliver, and set over to Licensor, and its successors, assigns, and other legal representatives, all of Licensees right, title, and interest in, to, and under the Licensee Developed Intellectual Property. Upon termination of this Agreement, Licensee agrees to assist Licensor in the preparation and execution of all documents necessary to perfect ownership transfer of the Licensee Developed Intellectual Property from Licensee to Licensor.
Section 8.04. Title to Intellectual Property. Except as expressly provided for under the terms of this Agreement, the Separation and Distribution Agreement or the Intellectual Property Agreement, Service Recipient acknowledges that it shall acquire no right, title or interest (including any license rights or rights of use) in any intellectual property that is owned or licensed by Service Provider, by reason of the provision of the Services hereunder. Service Recipient shall not remove or alter any copyright, trademark, confidentiality or other proprietary notices that appear on any intellectual property owned or licensed by Service Provider, and Service Recipient shall reproduce any such notices on any and all copies thereof. Service Recipient shall not attempt to decompile, translate, reverse engineer or make excessive copies of any intellectual property owned or licensed by Service Provider, and Service Recipient shall promptly notify Service Provider of any such attempt, regardless of whether by Service Recipient or any Third Party, of which Service Recipient becomes aware.
We rely on a combination of patents, trademarks, copyrights, trade secrets, nondisclosure agreements, customer and supplier agreements, license agreements, information technology security systems, internal controls and compliance systems and other measures to protect our intellectual property. We also rely on nondisclosure agreements, information technology security systems and other measures to protect certain customer and supplier information and intellectual property that we have in our possession or to which we have access. Our efforts to protect such intellectual property and proprietary rights may not be sufficient. We cannot be sure that our pending patent applications will result in the issuance of patents to us, that patents issued to or licensed by us in the past or in the future will not be challenged or circumvented by competitors or that these patents will be found to be valid or sufficiently broad to preclude our competitors from introducing technologies similar to those covered by our patents and patent applications. Our ability to protect and enforce our intellectual property rights also may be limited. In addition, we may be the target of competitor or other third-party patent enforcement actions seeking substantial monetary damages or seeking to prevent the sale and marketing of certain of our products or services. Our competitive position also may be adversely impacted by limitations on our ability to obtain possession of, and ownership or necessary licenses concerning, data important to the development or provision of our products or service offerings, or by limitations on our ability to restrict the use by others of data related to our products or services. Any of these events or factors could subject us to judgments, penalties and significant litigation costs or temporarily or permanently disrupt our sales and marketing of the affected products or services and could have a material adverse effect on our competitive position, results of operations, cash flows or financial condition.
10.Intellectual Property. That certain Intellectual Property Cross-License Agreement, dated the date hereof, between GE and Baker Hughes, a GE company, LLC, as amended from time to time in accordance with the terms thereof (the IP Cross-License Agreement) shall govern grants of licenses to Newco of any intellectual property of GE related to the products, parts, equipment, services, technology and systems listed on Schedule D that is used by GE O&G to manufacture and sell such products, parts, equipment, services, technology and systems as of the Closing Date.
Section3.05 Cooperation Regarding Restrictions and Limitations Applicable to Licensed Intellectual Property. Each Party, at the request of the other Party, agrees to use commercially reasonable, good-faith efforts to provide such other Party such copies of agreements (subject to any confidentiality restrictions that would prevent disclosure of such agreements) or other information (including summaries of the applicable limitations) that are sufficient to inform such other Party about any limitations or restrictions on the Use of the Intellectual Property licensed to it hereunder, as applicable, or other specific Intellectual Property licensed hereunder and identified by such other Party in writing to such Party, which has not already been provided to such other Party and which is not otherwise in the possession of such other Party. Such Party shall not have any liability to such other Party resulting or arising from the failure or inability to provide such agreements or information.
Section6.02 Disclaimer of Warranties. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THE INTELLECTUAL PROPERTY LICENSED BY THE PARTIES PURSUANT TO THIS AGREEMENT IS FURNISHED AS IS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, TITLE, NON- INFRINGEMENT, QUALITY, USEFULNESS, COMMERCIAL UTILITY, ADEQUACY, COMPLIANCE WITH ANY LAW, DOMESTIC OR FOREIGN, AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE OR THE VALIDITY OF SUCH INTELLECTUAL PROPERTY. WITHOUT LIMITING THE FOREGOING, EXCEPT FOR CLAIMS ARISING FROM FRAUD, WILLFUL MISCONDUCT ON THE PART OF A PARTY OR A BREACH OF ARTICLE V BY A PARTY, NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER TO THE OTHER PARTY OR ANY OTHER PERSON FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE, SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED ON SUCH OTHER PARTY OR ANY OTHER PERSON, INCLUDING ANY SUCH LIABILITY ARISING OUT OF OR IN CONNECTION WITH OR RESULTING FROM (A)THE MANUFACTURE, USE, OFFER FOR SALE, SALE, OR IMPORT OF ANY PRODUCTS OR THE PRACTICE OF THE INTELLECTUAL PROPERTY LICENSED HEREUNDER; (B)THE USE OF OR ANY ERRORS OR OMISSIONS IN ANY SUCH INTELLECTUAL PROPERTY; OR (C)ANY ADVERTISING OR OTHER PROMOTIONAL ACTIVITIES CONCERNING ANY OF THE FOREGOING.
We derive most our revenues in China and use, our figure trademark, in a majority of our services. We have registered the figure trademark in China in several categories that cover our services areas and we plan to register the figure trademark in China in certain additional categories. We have also registered the pure text of “GDS” as a trademark in several categories that cover our services areas, however, a third party has also registered the pure text of “GDS” as a trademark in certain IT-related services. As the services for which the third-party trademark is registered are also IT-related and could be construed as similar to ours in some respects, infringement claims may be asserted against us, and we cannot assure you that a government authority or a court will hold the view that such similarity will not cause confusion in the market. In this case, if we use the pure text of GDS (which we have not registered as a trademark with respect to all services we provide) as our trademark, we may be required to explore the possibility of acquiring this trademark or entering into an exclusive licensing agreement with the third party, which will cause us to incur additional costs. In addition, we may be unaware of intellectual property registrations or applications that purport to relate to our services, which could give rise to potential infringement claims against us. Parties making infringement claims may be able to obtain an injunction to prevent us from delivering our services or using trademark or technology containing the allegedly intellectual property. If we become liable to third parties for infringing upon their intellectual property rights, we could be required to pay a substantial damage award. We may also be subject to injunctions that require us to alter our processes or methodologies so as not to infringe upon a third party’s intellectual property, which may not be technically or commercially feasible and may cause us to expend significant resources. Any claims or litigation in this area, whether we ultimately win or lose, could be time-consuming and costly, could cause the diversion of management’s attention and resources away from the operations of our business and could damage our reputation.
Section4.18 Intellectual Property. Except as would not constitute a BHI Material Adverse Effect, (i)BHI and the BHI Subsidiaries own or possess adequate licenses or other valid rights to use all patents, patent rights, know-how, trade secrets, trademarks, trademark rights and other proprietary information (including rights in software) and other proprietary intellectual property rights (collectively, Intellectual Property) necessary to carry on BHIs business as now operated by them and (ii)BHI and the BHI Subsidiaries exclusively own all of the Intellectual Property owned by them. Except as would not constitute a BHI Material Adverse Effect, there is no (and BHI has not received notice of any) infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to carry on BHIs business as now operated by it.
Section5.16 Intellectual Property. Except as would not constitute a GE Material Adverse Effect, (i)the GE O&G Subsidiaries own or possess, or will own or possess prior to the Closing, adequate licenses or other valid rights to use all Intellectual Property necessary to carry on GE O&Gs business as now operated by it and (ii)the GE O&G Subsidiaries exclusively own all of the Intellectual Property owned by them. Except as would not constitute a GE Material Adverse Effect, there is no (and GE has not received notice of any) infringement of or conflict with rights of others with respect to any Intellectual Property or of any facts or circumstances which would render any Intellectual Property invalid or inadequate to carry on GE O&Gs business as now operated byit.
It is often difficult to register, maintain and enforce intellectual property rights in China. Statutory laws and regulations are subject to judicial interpretation and enforcement and may not be applied consistently due to the lack of clear guidance on statutory interpretation. Confidentiality, invention assignment and non-compete agreements may be breached by counterparties, and there may not be adequate remedies available to us for any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights or to enforce our contractual rights in China. Policing any unauthorized use of our intellectual property is difficult and costly and the steps we take may be inadequate to prevent the infringement or misappropriation of our intellectual property. For example, third parties may register trademarks or domain names or purchase internet search engine keywords that are similar to our trademarks, brands or websites, or misappropriate our intellectual property or data and copy our platform, all of which could cause confusion to our users and customers, divert online customers away from our content and products and harm our reputation. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could result in substantial costs and a diversion of our management and financial resources, and could put our intellectual property at risk of being invalidated or narrowed in scope. We can provide no assurance that we will prevail in such litigation, and even if we do prevail, we may not obtain a meaningful recovery. In addition, our trade secrets may be leaked or otherwise become available to, or be independently discovered by, our competitors. Any failure in maintaining, protecting or enforcing our intellectual property rights could have a material adverse effect on our business, financial condition and results of operations.
Pursuant to the intellectual property license agreements, the WFOEs have granted a non-exclusive and non-transferable license, without sublicensing rights, to the VIEs to use its intellectual property. The VIEs may only use the licenses in its own business operations. The VIEs agree to pay the WFOEs a quarterly service fee at an amount that is equal to the VIEs revenue for the relevant quarter with a certain percentage or an amount adjusted at the WFOEs sole discretion for the relevant quarter, which should be paid within 15 business days after the VIEs confirms in writing the amount and breakdown of the service fee for the relevant quarter. The agreement has a term of 10 years and shall automatically renew at the end of each term for a further term of 10 years, unless otherwise terminated by the WFOEs in its sole discretion with 90 days prior written notice.
In order to protect our intellectual property rights, we may be required to spend significant resources to monitor and protect our intellectual property rights. Litigation may be necessary in the future to enforce our intellectual property rights, such as rights under our software licenses, and to protect our trade secrets. Litigation brought to protect and enforce our intellectual property rights could be costly, time-consuming and distracting to management, and could result in the impairment or loss of portions of our intellectual property. Further, our efforts to enforce our intellectual property rights may be met with defenses, counterclaims and countersuits attacking the validity and enforceability of our intellectual property rights, and if such defenses, counterclaims or countersuits are successful, we could lose valuable intellectual property rights. Our inability to enforce our unique licensing structure, including financial eligibility tiers, and our inability to protect our proprietary technology against unauthorized copying or use, as well as any costly litigation or diversion of our managements attention and resources, could delay further sales or the implementation of our platform, impair the functionality of our platform, delay introductions of new solutions, result in our substituting inferior or more costly technologies into our products, or injure our reputation.
14.Arbitration. You and the Company agree to submit to mandatory binding arbitration, in San Francisco County, California, any and all claims arising out of or related to this agreement and your employment with the Company and the termination thereof, except that each party may, at its or his option, seek injunctive relief in court related to the improper use, disclosure or misappropriation of a partys proprietary, confidential or trade secret information. YOU AND THE COMPANY HEREBY WAIVE ANY RIGHTS TO TRIAL BY JURY IN REGARD TO SUCH CLAIMS. This agreement to arbitrate does not restrict your right to file administrative claims you may bring before any government agency where, as a matter of law, the parties may not restrict your ability to file such claims (including, but not limited to, the National Labor Relations Board, the Equal Employment Opportunity Commission and the Department of Labor). However, you and the Company agree that, to the fullest extent permitted by law, arbitration shall be the exclusive remedy for the subject matter of such administrative claims. The arbitration shall be conducted through the American Arbitration Association (the AAA), provided that, (i)the arbitrators shall have no authority to make any ruling or judgment that would confer any rights with respect to the trade secrets, confidential and proprietary information or other intellectual property of the Company upon you or any third party and (ii)this arbitration provision shall not preclude the Company from seeking legal and equitable relief from any court having jurisdiction with respect to any disputes or claims relating to or arising out of the misuse or misappropriation of the Companys intellectual property. The arbitrator shall issue a written decision that contains the essential findings and conclusions on which the decision is based. The parties acknowledge that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Agreement.
We derive most our revenues in China and use , our figure trademark, in a majority of our services. We have registered or are in the process of registering the figure trademark in China in several categories that cover our services areas. A third party has also registered the pure text of "GDS" as a trademark in certain IT-related services. As the services for which the third party trademark is registered are also IT-related and could be construed as similar to ours in some respects, infringement claims may be asserted against us, and we cannot assure you that a government authority or a court will hold the view that such similarity will not cause confusion in the market. In this case, if we use the pure text of GDS (which we have not registered as a trademark with respect to all services we provide) as our trademark, we may be required to explore the possibility of acquiring this trademark, or entering into an exclusive licensing agreement with the third party, which will cause us to incur additional costs. In addition, we may be unaware of intellectual property registrations or applications that purport to relate to our services, which could give rise to potential infringement claims against us. Parties making infringement claims may be able to obtain an injunction to prevent us from delivering our services or using trademark or technology containing the allegedly intellectual property. If we become liable to third parties for infringing upon their intellectual property rights, we could be required to pay a substantial damage award. We may also be subject to injunctions that require us to alter our processes or methodologies so as not to infringe upon a third party's intellectual property, which may not be technically or commercially feasible and may cause us to expend significant resources. Any claims or litigation in this area, whether we ultimately win or lose, could be time-consuming and costly, could cause the diversion of management's attention and resources away from the operations of our business and could damage ourreputation.
You acknowledge and agree that all intellectual or creative property discovered or developed by you during the course of your employment, including but not limited to form of documents, agreements, business models, business plans, marketing plans, financial forecasts and models, computer programs, codes (whether source codes or object codes), algorithms, know-how, formulas, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, marketing, financial and product development plans, forecasts, strategies and information (collectively, the Intellectual Property) shall belong to the Group. The Intellectual Property shall be deemed to originate in the course of your employment and termination of your employment shall not divest the Group of exclusive ownership of any such Intellectual Property. You shall, at any time during the term of this Agreement or at any time thereafter, assist the Group in obtaining and maintaining any patent, copyright, trademark or other protection for the Intellectual Property in any country. You agree to execute an inventions assignment agreement or any other document in order to achieve the purposes of this Section7.
1.4 “Background Intellectual Property” means Intellectual Property controlled by a Party which is useful to permit the other Party to perform its obligations under this Agreement and: (a)was made, invented, developed, created, conceived, reduced to practice, or has a filing date before the Effective Date and is not Generated Intellectual Property; or (b)was acquired by a Party during the Term of this Agreement, other than by joint acquisition or ownership with the other Party and is not Generated Intellectual Property. Background Intellectual Property includes, with respect to each of the foregoing items, all rights in any patents or patent applications, copyrights, trade secret rights, and other Intellectual Property rights relating thereto. Background Intellectual Property includes each respective Party’s Background Intellectual Property listed in ExhibitB as it may be amended by the Parties from time to time.
5.2 LINEARX and TAKIS and/or EVVIVAX may jointly file any applications for patents on inventions that are Joint Intellectual Property. The applications shall be prepared and prosecuted by a mutually acceptable patent attorney with the expenses of preparation, prosecution and maintenance to be shared equally between the Parties. If one Party elects not to pursue a patent application on an invention which is Joint Intellectual Property, that Party shall assign its rights to the patent or patent application, as the case may be, to the other Party who wishes to pursue such patent or patent application at its sole expense. LINEARX and TAKIS and/or EVVIVAX shall cooperate in prosecuting any applications for patent(s)on inventions that are Joint Intellectual Property. Such cooperation will continue even if a Party elects not to pursue an application for patent in Joint Intellectual Property and assigns its rights to the invention to the other Party who pursues such application at its sole expense.
13.2 Each party shall have the right to exercise all rights and elections under the Bankruptcy Code with respect to the Generated Intellectual Property, and Background Intellectual Property. Without limiting the generality of the foregoing, each party acknowledges and agrees that, if it becomes subject to any bankruptcy or similar proceeding subject to the other party's rights of election, all rights and licenses granted to the other party under this Agreement shall continue subject to the terms and conditions of this Agreement, and shall not be affected, even by the rejection of this Agreement.
Our future success and competitive position depend in part on our and our Manager’s ability to protect our respective proprietary technologies and intellectual property. At the present time, all of our intellectual property is owned or licensed by our Manager and licensed to us. Our Manager and its licensors rely and expect to continue to rely on a combination of confidentiality and license agreements with its employees, consultants and third parties with whom it has relationships, as well as on the protections afforded by trademark, copyright, patent and trade secret law, to protect its and our proprietary technologies and intellectual property. Because certain of the trademarks we use contain words or terms that have a common usage, our Manager may have difficulty registering them in certain jurisdictions.
We rely on a combination of copyright, trademark, patent and trade secrecy laws and contractual restrictions on disclosure to protect our intellectual property rights. Our efforts to protect our proprietary rights may not be effective in preventing unauthorized parties from copying or otherwise obtaining and using our technology or imitating our name, private label merchandise or other intellectual property. Monitoring unauthorized use of our intellectual property is difficult and costly, and we cannot be certain that the steps we take will effectively prevent misappropriation of our technology or other intellectual property.
We continue to build upon existing successful games to offer multi-dimensional content by leveraging our in-house developed franchises and intellectual property. Our Fantasy Westward Journey and Westward Journey Online franchises remain popular and have been instilled in the collective memory of generation of Chinese players. We further expanded the reach of these franchises through the introduction of Fantasy Westward Journey 3D in December 2019, captivating both returning fans and new players.
The biotechnology and pharmaceutical industries are characterized by rapidly advancing technologies, intense competition and a strong focus on intellectual property. We face competition from many different players, including large and specialty pharmaceutical and biotechnology companies, academic research organizations and governmental agencies. Any therapeutic candidates we successfully develop and commercialize will compete with the existing standard of care as well as any novel therapies that may gain regulatory approval in the future.
5.1 Penn Intellectual Property. Penn shall retain all right, title and interest in and to Penn Intellectual Property and any patents, copyrights, software and tangible research materials and other intellectual property related thereto.
5.2 Disclosure. Principal Investigator shall provide Penn and Sponsor a written disclosure of any Penn Intellectual Property reasonably considered patentable. After Sponsor has confirmed receipt of such disclosure (which confirmation can be by email and shall be delivered within [****] of Sponsors receipt of such disclosure), Sponsor shall advise Penn in writing, no later than [****] after such confirmation of receipt of such disclosure, whether it requests Penn to file and prosecute patent applications related to such Penn Intellectual Property. If Sponsor does not request Penn to file and prosecute such patent applications, Penn may proceed with such preparation and prosecution at its own cost and expense, provided that Penn will first notify Sponsor of its intent to do so. Sponsor shall have [****] from Sponsors confirmed receipt of such notification to notify Penn that it is electing to retain its right to such Penn Intellectual Property under this Agreement, and if Sponsor provides such notification, the terms of Section5.3 shall apply, including Sponsors obligation to pay patent expenses, as if Sponsor had requested that Penn file and prosecute such patent applications. If Sponsor fails to so notify Penn of such election, then Penn may proceed with such preparation and prosecution at its own cost and expense, and such patent applications shall be excluded from Sponsors option under Section5.6 hereof, provided, however, that upon Sponsors request, Penn shall update Sponsor on the filing status of any patent applications related to such Penn Intellectual Property.
5.3 Prosecution. Except as may otherwise be agreed by the Parties, in the License Agreement or otherwise, Penn shall control the preparation and prosecution of all patent applications and the maintenance of all patents related to Penn Intellectual Property. With regard to any patent applications filed at the request and expense of Sponsor, Penn will consult with Sponsor on patent prosecution. Sponsor shall reimburse Penn within [****] after receipt of invoice for all documented expenses incurred in connection with the filing and prosecution of the patent applications and maintenance of the patents that Sponsor has requested Penn to prosecute under Section5.2 hereof.
6.3 Penn Intellectual Property. In order to preserve the patentability of Penn Intellectual Property and to preserve Penns publication rights, Sponsor shall maintain Penn Intellectual Property, Research Results and information provided pursuant to the Sponsored Research (whether oral or written) as confidential and shall not disclose such information to any third party until the publication of such information by the Principal Investigator or until Penn provides Sponsor with written verification that all desirable patentable inventions have been protected, whichever occurs sooner, provided, however, that Sponsor may disclose such information to actual or potential investors, acquirers, partners, collaborators, licensees, or sub-licensees without Penns prior written consent, provided such third parties are subject to written confidentiality obligations substantially similar to those contained herein. Sponsors obligations of confidentiality will exist during the term of this Agreement and for [****] following the termination or expiration of this Agreement, unless disclosure is required by law or regulation.
8. Intellectual Property. Danforth agrees that all ideas, inventions, discoveries, creations, manuscripts, properties, innovations, improvements, know-how, inventions, designs, developments, apparatus, techniques, methods, and formulae that Danforth conceives, makes, develops or improves as a result of performing the Services, whether or not reduced to practice and whether or not patentable, alone or in conjunction with any other party and whether or not at the request or upon the suggestion of the Company (all of the foregoing being hereinafter collectively referred to as the Inventions), shall be the sole and exclusive property of the Company. Danforth hereby agrees in consideration of the Companys agreement to engage Danforth and pay compensation for the Services rendered to the Company and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged that Danforth shall not, without the prior written consent of the Company, directly or indirectly, consult for, or become an employee of, any company which conducts business in the Field of Interest anywhere in the world. As used herein, the term Field of Interest shall mean the research, development, manufacture and/or sale of the products resulting from or that would directly compete with the commercialization of the Companys technology. The limitations on competition contained in this Section8 shall continue during the time that Danforth performs any Services for the Company, and for a period of three (3)months following the termination of any such Services that Danforth performs for the Company. If any part of this section should be determined by a court of competent jurisdiction to be unreasonable in duration, geographic area, or scope, then this Section8 is intended to and shall extend only for such period of time, in such area and with respect to such activity as is determined to be reasonable. Except as expressly provided herein, nothing in this Agreement shall preclude Danforth from consulting for or being employed by any other person or entity. Danforth acknowledges that and agrees that the Company may require, as a condition to entering into this Agreement, that each representative of Danforth who will be providing services to the Company under this Agreement execute an agreement with the Company governing invention assignment and confidentiality.
Under the intellectual property license agreement, the intellectual property licensed by NetEase to us include the intellectual property that is in use by us as of the date of the intellectual property license agreement and any improvement thereof, and the intellectual property licensed by us to NetEase includes the intellectual property that is in use by NetEase as of the date of the agreement or is or will be needed by NetEase for the NetEase Business, as well as any improvement of the foregoing intellectual property. In addition, to the extent permitted under applicable laws and regulations and not violating NetEases contractual obligations owed to a third party, NetEase grants us a license to use the user registration information pertaining to its user registration system free of charge solely for use in connection with the Online Learning Business.
Table of Contents We own the copyrights to the content we developed in-house. We have entered into standard employee agreements with our faculty members and R&D employees, which provide that the intellectual property created by them in connection with their employment with us is our intellectual property. With our part-time instructors, we typically enter into agreements pursuant to which such part-time instructors grant the intellectual property rights in the live or recorded video of the courses to us.
Section4.03. Transfer of Intellectual Property. The Executive hereby agrees to transfer to the Company or another member of the Youdao Group as designated by the Company all intellectual property rights in the works created during the Employment or other intellectual property rights deemed to be occupational works in accordance with applicable laws and regulations (the Occupational Works). The intellectual property rights as referred to in this section means all current and future intellectual property rights, including but not limited to patent rights, trademarks or copyrights in any country, whether registered or not. The Executive agrees that, throughout the course of the Employment and at all times thereafter, he shall execute necessary documents and take necessary action to implement the foregoing transfer of the Occupational Works. The Executive acknowledged that the Company shall, where permitted by applicable laws and regulations, hold all rights and interests in the Occupational Works, including any patent or copyrights. The Executive further agrees that, throughout the course of the Employment and at all times thereafter, the Executive and his heirs, assignees and representatives will, upon the Companys requests, assign exclusively to the Company or another member of the Youdao Group as designated by the Company any right, title and interest in the Occupational Work and assist in the preparation and execution of all applications and instruments and carry out other tasks or procedures necessary in accordance with applicable laws and regulations for the Company or another member of the Youdao Group as designated by the Company to obtain and maintain the patent and other intellectual property right in any applicable jurisdictions and/or protecting the rights and interests of the Company or another member of the Youdao Group as designated by the Company in the Occupational Works.
(b) Assignment of Intellectual Property. The Executive hereby assigns to the Company or its designees, without further consideration and free and clear of any lien or encumbrance, the Executives entire right, title and interest (within the United States and all foreign jurisdictions) to any and all inventions, discoveries, improvements, developments, works of authorship, concepts, ideas, plans, specifications, software, formulas, databases, designees, processes and contributions to Confidential Information created, conceived, developed or reduced to practice by the Executive (alone or with others) during the Term which (i)are related to the Companys current or anticipated business, activities, products, or services, (ii)result from any work performed by Executive for the Company, or (iii)are created, conceived, developed or reduced to practice with the use of Company property, including any and all Intellectual Property Rights (as defined below) therein (Work Product). Any Work Product which falls within the definition of work made for hire, as such term is defined in the U.S. Copyright Act, shall be considered a work made for hire, the copyright in which vests initially and exclusively in the Company. The Executive waives any rights to be attributed as the author of any Work Product and any droit morale (moral rights) in Work Product. The Executive agrees to immediately disclose to the Company all Work Product. For purposes of this Agreement, Intellectual Property shall mean any patent, copyright, trademark or service mark, trade secret, or any other proprietary rights protection legally available.
(i)to assist Ehave in the development of the App by the provision of a sufficient description and technical expertise with respect to content provided to enable Ehave to program the Software and launch the App; (ii)to assist in determining the scope of the potential market for the Services; to assist in marketing the Services using its field sales teams, online presence and other existing and future channels; (v)upon Acceptance, carry out any agreed upon marketing arrangements described in Schedule E. (vi)to collaborate to create Collaboration Intellectual Property. (vii)to make an investment into Ehave of USD$100,000 in the form of a convertible note with the same terms of the existing note holders. Convertible into common shares at a company valuation of USD$5,500,000 based on outstanding shares at time of conversion, full warrant coverage with 20% premium on strike price. MedReleaf will invest US$200,000 into Ehave's TSX-V common stock public offering (the "Offering"). The Offering shall be at company valuation of US$15,000,000 on a fully diluted basis. The Offering shall include 1/2 warrant for every share of common stock issued.
(4) Collaboration Intellectual Property shall be jointly owned by Ehave and MedReleaf and the Parties do hereby sell and assign to each other an undivided half-interest in all Collaboration Intellectual Property. The Parties further agree to execute any documents or take any action that may be reasonably required to register the Parties as joint owners of Collaboration Intellectual Property. Each Party warrants that any and all Intellectual Property created by its personnel under this Agreement is and shall be, as between that Party and such personnel, owned by the Party, and that each Party shall have full rights in such Intellectual Property and an ability to assign the undivided half-interest to the other Party as promised herein. Each Party shall sign all papers, perform all acts, or otherwise assist the other party, at its own expense, to perfect and ensure the Intellectual Property ownership provisions of this Section.
(10) Ehave shall have responsibility for integrating the Collaboration Intellectual Property into the Platform to be accessed exclusively through the App in accordance with Section 2(9) hereof, however, MedReleaf shall be permitted to update or revise its Background Intellectual Property (including availability or pricing) or suggest changes to the Collaboration Intellectual Property. Ehave shall effect such changes to MedReleaf Background Intellectual Property in a timely manner.
Section 1.4. Ownership of Intellectual Property. Party A shall have sole and exclusive rights to and interests in any rights, ownership, interests and all intellectual property, including but not limited to copyrights, patents, technology secrets, commercial secrets and others, arising from the performance by Party A of its obligations under this Agreement, whether developed by either Party. The parties agree that this article survives the modification, termination or expiration of this Agreement.
We intend to develop our business by acquiring intellectual property rights, either in the form of ownership of or an exclusive license to the underlying intellectual property. Our goal is to enter into agreements with inventors of innovative technologies for which there may be a significant market for products which use or incorporate the intellectual property. We seek to purchase all of, or interests in, intellectual property in exchange for cash, securities of our company, the formation or a joint venture or separate subsidiary in which the owner has an equity interest, and/or interests in the monetization of those assets. Our revenue from this aspect of our business can be generated through licensing and, when necessary, which is typically the case, litigation efforts as well as intellectual property management fees. We engage in due diligence and a principled risk underwriting process to evaluate the merits and potential value of any acquisition, partnership or joint venture. We seek to structure the terms of our acquisitions in a manner that will achieve the highest risk-adjusted returns possible, in the context of our financial condition.In connection with the acquisition of intellectual property portfolios, we have granted the party providing the financing an interest in any recovery we have with respect to the intellectual property purchased with the financing, and we expect that we will have to continue to grant such interests until and unless we have generated sufficient cash from licensing our intellectual property to enable us to acquire additional intellectual property portfolios without outside financing. However, we cannot assure you that we will ever generate sufficient revenues to enable us to purchase additional intellectual property without third-party financing.
We require significant funding in order to develop our business. Our business requires substantial funding to evaluate and acquire intellectual property rights and to develop and implement programs to monetize our intellectual property rights, including the prosecution of any litigation necessary to enable us to monetize our intellectual property rights. Our failure to develop and implement these programs could both jeopardize our relationships under our existing agreements and could inhibit our ability to generate new business, either through the acquisition of intellectual property rights or through exclusive management agreements. We cannot be profitable unless we are able to obtain the funding necessary to develop our business, including litigation to monetize our intellectual property. We cannot assure you that we will be able to obtain necessary funding or to develop our business.
If we are not successful in monetizing our portfolios, we may not be able to continue in business. Although we have ownership of some of our intellectual property, we also license the rights pursuant to agreements with the owners of the intellectual property. If we are not successful in generating revenue for those parties who have an interest in the results of our efforts, those parties may seek to renegotiate the terms of our agreements with them, which could both impair our ability to generate revenue from our intellectual property and make it more difficult for us to obtain rights to new intellectual property rights. If we continue to be unable to generate revenue from our existing intellectual property portfolios and any new portfolios we may acquire, we may be unable to continue in business.
Because we need to rely on third-party funding sources to provide us with funds to enforce our intellectual property rights we are dependent upon the perception by potential funding sources of the value of our intellectual property. Because we do not have funds to pursue litigation to enforce our intellectual property rights, we are dependent upon the valuation which potential funding sources give to our intellectual property. In determining whether to provide funding for intellectual property litigation, the funding sources need to make an evaluation of the strength of our patents, the likelihood of success, the nature of the potential defendants and a determination as to whether there is a sufficient potential recovery to justify a significant investment in intellectual property litigation. Typically, such funding sources receive a percentage of the recovery after litigation expenses, and seek to generate a sufficient return on investment to justify the investment. Unless that funding source believes that it will generate a sufficient return on investment, it will not fund litigation. We cannot assure you that we will be able to negotiate funding agreements with third party funding sources on terms reasonably acceptable to us, if at all. Because of our financial condition, we may only be able to obtain funding on terms which are less favorable to us than we would otherwise be able to obtain.
The provisions of Federal Declaratory Judgment Act may affect our ability to monetize our intellectual property. Under the Federal Declaratory Judgment Act, it is possible for a party who we consider to be infringing upon our intellectual property to commence an action against us seeking a declaratory judgment that such party is not infringing upon our intellectual property rights. In such a case, the plaintiff could choose the court in which to bring the action and we would be the defendant in the action. Common claims for declaratory judgment in patent cases are claims of non-infringement, patent invalidity and unenforceability. Although the commencement of an action requires a claim or controversy, a court may find a letter from us to the alleged infringer seeking a royalty for the use of our intellectual property rights to form the basis of a controversy. In such a case, the plaintiff, rather than we, would choose the court in which to bring the action and the timing of the action. In addition, when we commence an action as plaintiff, we may be able to enter into a contingent fee arrangement with counsel, it is possible that counsel may be less willing to accept such an arrangement if we are the defendant. Further, we would not have the opportunity of choosing against which party to bring the action. An adverse decision in a declaratory judgment action could significantly impair our ability to monetize the intellectual property rights which are the subject of the litigation. We have been a defendant in one declaratory judgment action, which resulted in a settlement. We cannot assure you that potential infringers will not be able to use the Declaratory Judgment Act to reduce our ability to monetize the patents that are the subject of the action.
The intellectual property management business is highly competitive. A large number of other companies seek to obtain rights to new intellectual property and to market existing intellectual property. Most of these companies have significantly both greater resources that we have and industry contacts which place them in a better position to generate new business. Further, our financial position, our lack of executive personnel and our inability to generate revenue from our portfolio can be used against us by our competitors. We cannot assure you that we will be successful in obtaining intellectual property rights to new developing technologies.
As intellectual property enforcement litigation becomes more prevalent, it may become more difficult for us to voluntarily license our intellectual property. We believe that the more prevalent intellectual property enforcement actions become, the more difficult it will be for us to voluntarily license our intellectual property rights. As a result, we may need to increase the number of our intellectual property enforcement actions to cause infringing companies to license the intellectual property or pay damages for lost royalties.
We have ten intellectual property portfolios: financial data, mobile data, Von Kohorn, Turtle Pak, anchor structure, power management/bus control, diode on chip, rich media, CXT and CMOS. The following table sets forth information concerning our patents and other intellectual property. Each patent or other intellectual property right listed in the table below that has been granted is publicly accessible on the Internet website of the U.S. Patent and Trademark Office at www.uspto.gov.In the table below, the anchor structure portfolio is referred to as Mariner, the power management/bus control portfolio is referred to as Semcom, and the diode on chip portfolio is referred to as IC.
The Group relies on patent, trade secret, trademark and copyright law to protect its intellectual property. Failure to protect, maintain and enforce the Groups existing intellectual property rights or pursue registrations for new intellectual property rights may result in the loss of the Groups exclusive right to use technologies which are included in its software products or are otherwise used in its businesses. Most of the Groups intellectual property is not covered by a patent or patent application and includes trade secrets and other know-how. In addition, some of the Groups intellectual property includes technologies and processes that may be similar to the technologies and processes of third parties that are protected by patent, copyright or trade secret law.
We rely on a combination of trade secret, copyright and trademark laws, license agreements, and contractual arrangements with certain key employees to protect our proprietary rights and the proprietary rights of third parties from whom we license intellectual property. The legal protections afforded to us or the steps that we take may be inadequate to prevent misappropriation of our intellectual property. If it was determined that we have infringed or are infringing on the intellectual property rights of others, we could be required to pay substantial damages or stop selling products and services that contain the infringing intellectual property, which could have a material adverse effect on our business, financial condition and results of operations. In such a case, we may be unable to develop non-infringing technology or obtain a license on commercially reasonable terms, or at all. Our success depends in part on our ability to protect the proprietary and confidential aspects of our technology and the products and services that we sell or utilize.
(a) Assignment of Intellectual Property. I agree that I will promptly make full written disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and hereby assign to the Company, or its designee, all my right, title, and interest in and to any original works of authorship, inventions, concepts, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws, which I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of time I am in the service of the Company (collectively referred to as "Intellectual Property") and which (i) are developed using the equipment, supplies, facilities or Confidential Information of the Company, (ii) result from or are suggested by work performed by me for the Company, or (iii) relate to the business, or to the actual or demonstrably anticipated research or development of the Company. The Intellectual Property will be the sole and exclusive property of the Company. I further acknowledge that all original works of authorship which are made by me (solely or jointly with others) within the scope of and during the period of my Relationship with the Company and which are protectable by copyright are "works made for hire," as that term is defined in the United States Copyright Act. To the extent any Intellectual Property is not deemed to be work for hire, then I will and hereby do assign all my right, title and interest in such Intellectual Property to the Company, except as provided in Section 3(e).
(d) Intellectual Property Retained and Licensed. I provide below a list of all original works of authorship, inventions, developments, improvements, and trade secrets which were made by me prior to my Relationship with the Company (collectively referred to as "Prior Intellectual Property"), which belong to me, which relate to the Company's proposed business, products or research and development, and which are not assigned to the Company hereunder; or, if no such list is attached, I represent that there is no such Prior Intellectual Property. If in the course of my Relationship with the Company, I incorporate into Company property any Prior Intellectual Property owned by me or in which I have an interest, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have made, modify, use and sell such Prior Intellectual Property as part of or in connection with such Company property.
The response to the COVID-19 pandemic may result in the redirection of resources with respect to regulatory and intellectual property matters in a way that would adversely impact our ability to progress regulatory approvals and protect our intellectual property. For example, since March 2020, foreign and domestic inspections by FDA have largely been on hold with FDA announcing plans in July 2020 to resume prioritized domestic inspections. The FDA has developed a rating system to assist in determining when and where it is safest to conduct prioritized domestic inspections. Should the FDA determine that an inspection is necessary for issuing any future marketing approvals and an inspection cannot be completed during the review cycle due to restrictions on travel, the FDA has stated that it generally intends to issue a complete response letter.Further, if there is inadequate information to make a determination on the acceptability of a facility, the FDA may defer action on the application until an inspection can be completed. In 2020, several companies announced receipt of complete response letters due to the FDA’s inability to complete required inspections for their applications.Regulatory authorities outside the U.S. may adopt similar restrictions or other policy measures in response to the COVID-19 pandemic and may experience delays in their regulatory activities. Additionally, as of June 23, 2020, the FDA also noted that it is continuing to ensure timely reviews of applications for medical products during the COVID-19 pandemic in line with its user fee performance goals, including for oncology product development with its staff teleworking full-time. However, FDA may not be able to continue its current pace and review timelines could be extended. In addition, we may face impediments to regulatory meetings and approvals due to measures intended to limit in-person interactions.
We employ individuals who were previously employed at universities as well as other biotechnology or pharmaceutical companies, including our competitors or potential competitors. We have received confidential and proprietary information from collaborators, prospective licensees and other third parties. Although we try to ensure that our employees do not use the proprietary information or know-how of others in their work for us, we may be subject to claims that these employees or we have used or disclosed intellectual property, including trade secrets or other proprietary information, of any such employee’s former employer. We may also be subject to claims that former employers or other third parties have an ownership interest in our patents. Litigation may be necessary to defend against these claims. We may not be successful in defending these claims, and if we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights, such as exclusive ownership of or right to use valuable intellectual property. Even if we are successful, litigation could result in substantial cost and reputational loss and be a distraction to our management and other employees.
In addition, while it is our policy to require our employees, consultants and contractors who may be involved in the development of intellectual property to execute agreements assigning any resulting intellectual property to us, we may be unsuccessful in executing an agreement to that effect with each party who in fact develops intellectual property that we regard as our own. Assignment agreements of this nature may not be self-executing or may be breached and we may be forced to bring claims against third parties or defend claims they may bring against us, to determine the ownership of what we regard as our intellectual property. In addition, an employee or contractor could create an invention but not inform us of it, in which case we could lose the benefit of the invention and the employee or contractor may leave to develop the invention elsewhere.
Section 10.1 of the Agreement is amended by adding the following as Section 10.1.3: Biogen Target Binding Moiety and Biogen Target Binding Moiety Intellectual Property. C4 hereby agrees that Biogen will solely own all rights, title and interests in and to (i) any Biogen Target Binding Moiety and (ii) any Biogen Target Binding Moiety Intellectual Property. For the avoidance of doubt, any Biogen Target Binding Moiety Intellectual Property that is made, conceived, discovered or otherwise generated by C4 or its Affiliates', licensees', Sublicensees', or Subcontractors' employees, agents, or independent contractors, or any Persons contractually required to assign or license such Know-How to C4 or any Affiliate of C4 whether solely or jointly with Biogen, shall be owned by Biogen.
Section 10.2.2(a) of the Agreement is amended by adding the following as Section 10.2.2(a)(iii): C4 will and hereby does assign (and shall cause its Affiliates licensees', Sublicensees', or Subcontractors' employees, agents, or independent contractors, or any Persons contractually required to assign or license such Know-How to C4 or any Affiliate of C4 to assign) to Biogen all of its rights, title and interests in and to all Biogen Target Binding Moiety Intellectual Property, and Biogen hereby accepts such assignment of Biogen Target Binding Moiety Intellectual Property. C4 agrees to the supporting covenants and further assurances described in Section 10.2.2(b) to support such assignment of Biogen Target Binding Moiety Intellectual Property to Biogen.
(A) License to Use Licensed Intellectual Property. Licensor grants to Licensee a royalty-free, non-exclusive, non-transferable license in, to, and under the Licensed Intellectual Property to use, or otherwise implement Licensor’s GTL Technology at the Wharton Plant, and/or to sell or offer to sell products (e.g., fuel, water, & heat energy) produced at the Wharton Plant via the GTL Technology in the United States. This License is intended for the life of the Wharton Plant operated by Licensee, unless extended or expanded in writing by agreement of the Parties. This License does not grant any additional expectations, interests, or rights to use or benefit – directly or indirectly – from the GTL Technology, Licensor’s GTL Unit, G-Reformer™, and/or Licensed Intellectual Property at any location other than the Wharton Plant or for any other purpose not explicitly granted under the terms of this Agreement.
(A) Enforcement and Protection of Licensed Intellectual Property. The Parties agree they have a mutual interest in protecting the Licensed Intellectual Property and Confidential Information relating to GTL Technology, GTL Unit, G-ReformerTM, or any related equipment or technology, and have a mutual interest in maintaining the validity and enforceability of such materials by challenging any unauthorized infringement of the Licensed Intellectual Property. Licensee will cooperate fully with Licensor at all times with respect to the maintenance, enforcement and protection of Licensed Intellectual Property. Licensee shall cooperate with GWTI and its attorneys in connection with any litigation or other proceeding related to the validity, infringement, or protection of Licensed Intellectual Property and Confidential Information relating to GTL Technology, GTL Unit, G-ReformerTM, or any related equipment or technology. Licensee’s cooperation shall include, without limitation, providing assistance to GWTI’s counsel, experts, and consultants, and providing truthful testimony in hearing, pretrial, and trial proceedings.
(i) OPM shall have the right to bring suit on behalf of GWTI to prevent infringement or other unauthorized use of the Licensed Intellectual Property, at its sole and absolute expense and discretion. OPM shall have no right to enforce, or receive any awards, monies, or settlement amounts resulting from the enforcement of, the Licensed Intellectual Property. (ii) In any suit brought by GWTI against a third party to protect or enforce any aspect of the Licensed Intellectual Property, OPM shall, at the request of GWTI and at its expense, cooperate in all respects and, to the extent possible, have its employees testify and make available relevant records, papers, information, samples, specimens and the like.
Certain of the loans under the Senior Secured Loan Facility bear interest at a rate per annum equal to the greater of (i) the prime rate reported in the Wall Street Journal plus 6.25% and (ii) 9.50%, and certain of the loans under the Senior Secured Loan Facility bear interest at a rate per annum equal to the greater of (i) the prime rate reported in the Wall Street Journal plus 5.25% and (ii) 8.5%, in each case payable monthly. The Company may prepay the loans under the Senior Secured Loan Facility in whole at a price equal to 101% of the principal amount plus an end of term charge equal to $3.3 million. In addition, the Company (i) recorded a fee of $425,000 payable to Stegodon during the year ended December 31, 2017 and (ii) agreed to pay a fee of $450,000 to Stegodon on or prior to the maturity date of the Senior Secured Loan Facility, in connection with Stegodon granting certain waivers and releases under the LSA in connection with the formation of the Aprinnova JV; see Note 7, "Variable-interest Entities and Unconsolidated Investments". The fees paid to Stegodon are treated as a debt discount and are being amortized over the remaining loan term. The Senior Secured Loan Facility is secured by first-priority liens on substantially all of the Company's assets, including Company intellectual property. The LSA includes customary terms, covenants and restrictions, including restrictions on the Company’s ability to incur additional debt and liens, subject to certain exceptions. In addition, the LSA contains certain events of default after which the loans thereunder may become due and payable immediately.
(b) Ownership and Control Foreground Intellectual Property. Foreground Intellectual Property, regardless of inventorship, in each case, is and will be owned and Controlled by Amyris. Ginkgo agrees to assign, and hereby does assign, to Amyris any and all rights in and to such Foreground Intellectual Property, including any and all rights in any patent filings and/or rights of priority to such patent filings, that claim such Foreground Intellectual Property.
(m)Intellectual Property. The Company and each of its Subsidiaries owns, or is licensed to use, all intellectual property necessary to conduct its business as currently conducted except for such intellectual property the failure of which to own or license would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. To the knowledge of the Company, (a) the conduct and operations of the businesses of the Company and each of its Subsidiaries does not infringe, misappropriate, dilute or violate any intellectual property owned by any other Person and (b) no other Person has contested any right, title or interest of the Company or any of its Subsidiaries in, or relating to, any intellectual property, other than, in each case, as would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
25 Section 8.6 Title to Intellectual Property. Except as expressly provided for under the terms of this Agreement, the Recipient acknowledges that it shall acquire no right, title, or interest (including any license rights or rights of use) in any Intellectual Property Rights which are owned or licensed by the Provider, by reason of the provision of the Services provided hereunder.
To protect our intellectual property rights, we rely on a combination of federal, state and common law rights, as well as contractual restrictions. We rely on trade secret, copyright and trademark rights to protect our intellectual property. We pursue the registration of our domain names and trademarks in the United States. Our registered trademarks in the United States include the “iHispano” mark with stylized logo, the “Black Career Network” mark with stylized logo, the “Professional Diversity Network” mark with our tagline “the power of millions for the benefit of one,” the name “National Association of Professional Women” and “NAPW,” and the name “International Association of Women” and “IAW.” We also own the copyrights to certain articles in NAPW publications. We strive to exert control over access to our intellectual property and customized technology by entering into confidentiality and invention assignment agreements with our employees and contractors and confidentiality agreements with third parties in the ordinary course of our business.
(b) “Company Intellectual Property” means all Intellectual Property that: (i) was owned or developed by Company prior to the execution of this Agreement; and (ii) is or was independently developed or acquired by Company without contribution or assistance from Reed’s, Reed’s Confidential Information, or Reed’s Intellectual Property. Company Intellectual Property includes but is not limited to Company’s know-how and independently developed recipes and alcohol beverage production processes, including the Company’s proprietary composition of or recipe for the neutral alcohol beverage base that contributes alcohol to the Products (“Neutral Alcohol Beverage Base”).
9. Indemnification. Each party will indemnify, defend and hold harmless the other party and its respective directors, officers, members, employees, licensees, agents and independent contractors, from and against any claim or action, liability, damages, and expense, including but not limited to attorney’s fees, arising from or resulting from (i) the negligent act or omission of the party, its employees, agents or contractors, (ii) the party’s breach of this Agreement, or (iii) the violation of any law by the party, its employees, agents, or contractors. Reed’s will indemnify, defend and hold harmless Company and its directors, officers, members, employees, licensees, agents and independent contractors, from and against any claims for the breach of the intellectual property rights of a third party based on the Reed’s Intellectual Property. Company will indemnify defend and hold harmless Reed’s and its directors, officers, members, employees, licensees, agents and independent contractors, from and against any claims for the breach of the intellectual property rights of a third party based on the Company Intellectual Property, Deliverables and Work Product, except as such claims are solely based on or limited to the Reed’s Intellectual Property.
(c) Intellectual Property. Employee agrees that all right, title, and interest to all works of whatever nature generated in the course of his employment with the Employer resides with the Employer. Employee agrees that he will return to Employer or delete or destroy, not later than the Effective Date, all property, in whatever form (including computer files and other electronic data), of the Employer in his possession, including without limitation, all copies (in whatever form) of all files or other information pertaining to the Employer, its officers, employees, directors, shareholders, customers, suppliers, vendors, or distributors and any business or business opportunity of the Employer.
Our success and ability to compete depend substantially upon our core technology and intellectual property. We currently rely on copyright laws, trade secret protection and confidentiality agreements with our employees and others to protect our intellectual property rights. We plan to file U.S and foreign patent applications to protect our intellectual property if the future.
(1)SBC shall receive a non-exclusive, royalty free license to use Project Intellectual Property developed solely or jointly by Georgetown for non-profit, academic or purely research purposes only in accordance with the restrictions set forth in Section 2 (c) and not for any Commercial Purpose without prior written permission from Georgetown. Any publication related to Project Intellectual Property shall acknowledge the original source of the materials, data and/or other intellectual property used therein and ownership by Georgetown as well as license by Licensee, as appropriate. SBC shall receive an exclusive option (“Option”) to negotiate a non- exclusive or exclusive, royalty-bearing commercial license to such Project Intellectual Property,. The Option shall be for an initial option period of six (6) months after such invention has been promptly reported to SBC (the “Option Period”), as reporting is set forth in Section 3(c) herein, provided that during the Option Period, SBC shall reimburse Georgetown for its reasonable out-of-pocket expenses for pursuing and maintaining patent or other intellectual property protection for the Project Intellectual Property. Except with the written consent of SBC, Georgetown will not voluntarily discontinue the pursuit and maintenance of any US patent protection during the Option Period. SBC may terminate the Option at will by giving written notice to Georgetown within the Option Period in which case Project Intellectual Property rights in Georgetown shall revert to Georgetown. At any time prior to the expiration or termination of the Option, SBC may exercise such Option by giving written notice to Georgetown, whereupon the Parties will promptly and in good faith enter into negotiations for an exclusive license to Georgetown’s rights in Project Intellectual Property. The terms of such license shall include, but not be limited to: (i) payment of reasonable royalties to Georgetown and/or Licensee on sales or leases of products or services which embody, or the development, manufacture or use of which involves employment of Project Intellectual Property; (ii) reimbursement by SBC of reasonable expenses incurred by Georgetown in seeking and maintaining patent or other intellectual property protection for the Project Intellectual Property; (iii) reasonable due diligence milestones and (iv) insurance and indemnity provisions reasonably acceptable to Georgetown’s insurance carrier.
Third parties may in the future make claims challenging the inventorship or ownership of our intellectual property. We have written agreements with collaborators that provide for the ownership of intellectual property arising from our collaborations. These agreements provide that we must negotiate certain commercial rights with collaborators with respect to joint inventions or inventions made by our collaborators that arise from the results of the collaboration. In some instances, there may not be adequate written provisions to address clearly the resolution of intellectual property rights that may arise from a collaboration. If we cannot successfully negotiate sufficient ownership and commercial rights to the inventions that result from our use of a third-party collaborators materials where required, or if disputes otherwise arise with respect to the intellectual property developed with the use of a collaborators technology, we may be limited in our ability to capitalize on the market potential of these intellectual property rights. In addition, we may face claims by third parties that our agreements with employees, contractors or consultants obligating them to assign intellectual property to us are ineffective or in conflict with prior or competing contractual obligations of assignment, which could result in ownership disputes regarding intellectual property we have developed or will develop and interfere with our ability to capture the commercial value of such intellectual property. Litigation may be necessary to resolve an ownership dispute, and if we are not successful, we may be precluded from using certain intellectual property or may lose our exclusive rights in that intellectual property. Either outcome could harm our business.
In addition to our patents, we also rely upon trade secrets, know-how, trademarks, copyright protection and continuing technological and licensing opportunities to develop and maintain our competitive position. We have periodically monitored and continue to monitor the activities of our competitors and other third parties with respect to their use of intellectual property. We require our employees, consultants and outside scientific collaborators to execute confidentiality and invention assignment agreements upon commencing employment or consulting relationships with us. Despite these safeguards, any of our know-how or trade secrets not protected by a patent could be disclosed to, or independently developed by, a competitor.
5. Tesla Intellectual Property. Attachment 4A of the Development and Supply Agreement is hereby deleted in its entirety and replaced with the Attachment 4A attached to this Amendment.
(b) ViewRay shall have the sole right, but not the obligation, to prepare, file, prosecute, and maintain, at ViewRays sole expense, patents covering Program Intellectual Property. . PEKO shall cooperate in the preparation, filing, prosecution and maintenance of any and all patent applications and patents covering Program Intellectual Property owned solely by ViewRay.
8.14 Intellectual Property. In the event that the Obligors acquire Obligor Intellectual Property (other than Excluded IP) during the term of this Agreement, then the provisions of this Agreement shall automatically apply thereto and any such Obligor Intellectual Property (other than Excluded IP) shall automatically constitute part of the Collateral under the Security Documents, without further action by any party, in each case from and after the date of such acquisition (except that any representations or warranties of any Obligor shall apply to any such Obligor Intellectual Property (other than Excluded IP) only from and after the date, if any, subsequent to such acquisition that such representations and warranties are brought down or made anew as provided herein).
No Fees or Royalties. The Company does not pay ISFFE any royalties or other fees for the use of the licensed intellectual property. ISFFE could receive distributions, if any, with respect to its Common Stock in proportion to its ownership percentage.
126.96.36.199 PRF and IDENTIFYSENSORS shall negotiate in good faith the terms of an exclusive license which shall be in PRF’s standard form, and will contain terms and conditions customary to copyright, patent and technology licenses normally granted by PRF, including without limitation: a defined licensed field; terms consistent with the provisions of U.S. law applicable to intellectual property funded in whole or in part by the U.S. Government; a reservation of the rights to practice and to grant other not-for-profit organizations the right to practice the Project IP for research, teaching and other incidental educational purposes; license fees; royalty payments; milestone payments; reimbursement of expenses; commercially reasonable due diligence obligations for the development and commercialization of the Project IP, the right of PRF to terminate the license for failure to meet specified due diligence milestones; liability limitations; warranty disclaimers consistent with an “as is” license; and indemnity and insurance provisions in favor of PRF and Purdue University. The negotiation shall be for a period commencing on the date PRF receives IDENTIFYSENSORS’s written notice exercising the Exclusive Option and ending ninety (90) days thereafter (or such longer periods as the parties may mutually agree) (the “Exclusive Negotiation Period”). During the Exclusive Negotiation Period, any expenses incurred as a result of IDENTIFYSENSORS’s specific instruction to PRF related to the protection or maintenance of the subject Project IP shall be reimbursed to PRF by IDENTIFYSENSORS within thirty (30) days from the date of invoice to IDENTIFYSENSORS and shall bear interest according to the terms stated on its face. Under Track 1, PRF is the sole party authorized to file and prosecute a patent or trademark applications or copyright registrations for any Purdue Intellectual Property or Joint Intellectual Property. Counsel for these applications will be jointly chosen by PRF and IDENTIFYSENSORS and PRF will engage said counsel. PRF will provide IDENTIFYSENSORS with reasonable opportunity to comment and provide input as to all prosecution and filing activities and will consider all comments and input in good faith to maximize the value of the Purdue Intellectual Property or Joint Intellectual Property.
(iii)The negotiation shall be for a period commencing on the date PRF receives IDENTIFYSENSORS’s notice exercising the Up Front Exclusive Option and ending ninety (90) days thereafter (or such longer periods as the parties may mutually agree) (the “Up Front Exclusive Negotiation Period”). During the Up Front Exclusive Negotiation Period, any expenses incurred as a result of IDENTIFYSENSORS’s specific instruction to PRF related to the protection or maintenance of the subject Project IP shall be reimbursed to PRF by IDENTIFYSENSORS within thirty (30) days from the date of invoice to IDENTIFYSENSORS and shall bear interest according to the terms stated on its face. Under Track 3, PRF is the sole party authorized to file and prosecute a patent or trademark applications or copyright registrations for any Purdue Intellectual Property. PRF may be the party authorized or if agreed to by the Parties, IDENTIFYSENSORS may file and prosecute a patent or trademark application(s) or copyright registrations for any Joint Intellectual Property. Counsel for these applications may be jointly chosen by PRF and IDENTIFYSENSORS and PRF or IDENTIFYSENSORS will engage said counsel. The parties will provide IDENTIFYSENSORS and PRF with reasonable opportunity to comment and provide input as to all prosecution and filing activities and will consider all comments and input in good faith to maximize the value of the Joint Intellectual Property.
11.Intellectual Property. Intellectual Property that either Party owned prior to execution of this Agreement, or develops independently of the Study and other Party’s confidential information is that Party’s separate property. It is not affected by this Agreement. Neither Party has any claims to or rights in such Intellectual Property of other Party.
11.2Institution Intellectual Property. All individual or collective inventions, improvements or discoveries, whether or not patentable or copyrightable which are conceived or made solely by one or more employees or members of the Institution (“Institution Intellectual Property”) in performance of the Study during the term of this Agreement shall be considered Institution Intellectual Property. All rights and title to Institution Intellectual Property created pursuant to the Study shall belong to Institution and shall be subject to the terms and conditions of this Agreement.
b.CMT shall not retain patent attorneys or agents if such representatives pose a conflict of interest with respect to the Institution’s rights in Institution Intellectual Property and Joint Intellectual Property..
12.Grant of Rights. Institution hereby grants to CMT, an exclusive option at CMT’s sole election, to negotiate for an exclusive license to Institution’s interest in any Joint Intellectual Property. Terms and conditions of these licenses are to be negotiated in good faith and agreed upon between Institution and CMT. CMT shall notify Institution by written notice within ninety (90) days of agreement of the Parties whether or not CMT elects to exercise the option. If CMT either (i) elects not to exercise its option or (ii) fails to provide written notice within such ninety (90) day period, then CMT shall automatically be deemed to have relinquished any rights it may have to any Intellectual Property or license described in this section. If CMT provides Institution written notice of its exercise of the option, the parties shall exclusively negotiate in good faith, for a period of ninety (90) days, a license to the applicable Institution Intellectual Property and Joint Intellectual Property on terms consistent with the terms of this paragraph. If, after good faith negotiations, no agreement is reached by the parties within such ninety (90) day period, Institution shall be free to enter into a license agreement with any third party for any Institution Intellectual Property and to license its rights in any Joint Intellectual Property to any third party.
We have been granted a worldwide, exclusive, non-transferable license to the intellectual property embodied in cavitation technology developed by B Green, Inc. (“B Green”) to develop, manufacture, have manufactured, use market, import, have imported, offer for sale and sell cavitation devices built from the licensed intellectual property. Third party, independent testing conducted by the University of Utah has shown that this proprietary technology increases the API gravity of hydrocarbons by elongating the hydrocarbon chains without cutting or cracking these chains. API gravity is the measure of how heavy or light petroleum liquid is compared to water and is used in the industry as the standard measure for viscosity. The API of the recovered crude is increased, allowing such crude to have additional uses and usually at higher unit prices.
2.2.“Improvements” shall mean inventions or other improvements which relate to or are based on the Inventions and which are within the scope of the then existing Intellectual Property. An Improvement shall be within the scope of a patent in the Intellectual Property if covered by a claim, either literally or under the doctrine of equivalents.
7.2. Patent Prosecution Cooperation. The Parties agree to fully cooperate with one another and to keep each other fully informed regarding the preparation, filing, and prosecution of all patent applications which Licensor may file and prosecute pursuant to this Agreement. Licensee will also execute and deliver all documents which Licensor may deem necessary or desirable for the Intellectual Property. Licensor will also promptly provide copies of all documents received from any patent office, so as to keep Licensee informed of the continuing prosecution. The Parties agree that representatives of each Party shall meet periodically to review and keep one another fully informed as to the status of all Intellectual Property and all patent-related matters. Such representatives may meet in person or telephonically, as mutually agreed upon by the Parties.
8.1. Notice of Infringement. The Parties shall promptly give written notice to each other of any apparent infringement discovered with respect to any patent issuing from the Intellectual Property. Such notice shall set forth the known facts of the apparent infringement in reasonable detail. Upon written notice to Licensor, the Licensee shall have the first right, but not the obligation, to bring any legal action with respect to such apparent infringement at its own expense and for its own benefit. In such event, Licensor agrees to cooperate with the Licensee and to join in such action as a party plaintiff if requested to do so by the Licensee and, at the Licensee’s request, to give the Licensee all needed information, assistance, and authority to file and prosecute such suit. The Licensee shall reimburse Licensor for all verified out-of-pocket expenses incurred by Licensor in providing such assistance, including attorneys’ fees, expenses, and expert witness fees incurred by Licensor. To ensure that no rights of Licensor are compromised in any such action, the Licensee shall not settle any such claim or action, or enter into any settlement agreement that admits that any third party product does not infringe the Intellectual Property or that any patent in the Intellectual Property is invalid or enforceable without Licensor’s prior written consent, which consent shall not be unreasonably withheld. If there is a recovery in such action (including a recovery as a result of a settlement), after recovery of all direct out-of-pocket expenses incurred by the Licensee and Licensor in connection with the action, the Licensee shall pay to Licensor an cash or cash equivalent received from any alleged infringer equivalent to the royalties which Licensor would have received if such alleged infringer had been a Sublicensee.
8.1 Term. The term of the license granted under this Agreement shall continue for the life of the Intellectual Property, unless terminated sooner under the provisions of this Agreement. For the patents that are part of the Intellectual Property, such life shall be determined on a patent-by-patent basis based on the expiration date of each patent within the Intellectual Property. Notwithstanding the foregoing, any royalties due based on a sublicense shall only be due, with respect to activities taking place in a given country, during the period of time in which a valid patent in the given country is still in force and effect.
(d) To the knowledge of the Company, (i)within the past three (3)years, the operation of the business of the Company and its Subsidiaries as such business currently is conducted, including the Companys use of any product, device or process, has not and does not infringe or misappropriate the Intellectual Property of any third party or constitute unfair competition or trade practices under the laws of any jurisdiction, (ii)the Company Intellectual Property has not within the past (3)years and does not infringe or misappropriate the Intellectual Property of any third party, (iii)the Company has not within the past three (3)years received any claims or threats in writing from third parties alleging any such infringement, misappropriation or unfair competition or trade practices and (iv)no third party has within the past three (3)years materially infringed or misappropriated any Company Intellectual Property. The Company has taken commercially reasonable actions to ensure that the Company Intellectual Property and the operation of the business of the Company do not infringe or misappropriate the Intellectual Property of any third party or constitute unfair competition or trade practices under the laws of any applicable jurisdiction where the Company has operations.
3.15 Intellectual Property. Neither Parent nor Merger Sub owns, licenses, or otherwise has any right, title or interest in any material Intellectual Property.
Section4.23 Intellectual Property. The Company will not permit any material Intellectual Property of the Company as of or after the Issue Date (by way of Disposition, Investment, Restricted Payment or otherwise) to be owned by any Person other than the Company, except that the Company shall be permitted to license and sub-license Intellectual Property in the ordinary course of business. For the avoidance of doubt, this Section4.23 shall not prohibit the sale or issuance of any Capital Stock of the Company that is permitted under this Indenture.
5.6 Intellectual Property. Each Borrower is the sole owner of the Intellectual Property, except for non-exclusive licenses granted by such Borrower to its customers in the ordinary course of business. Each of the Patents is valid and enforceable, and no material part of the Intellectual Property has been judged invalid or unenforceable, in whole or in part, and no claim has been made that any material part of the Intellectual Property violates the rights of any third party. Except as set forth in the Schedule, no Borrower is not a party to, or bound by, any material Intellectual Property agreement that restricts the grant by such Borrower of a security interest in Borrowers rights under such agreement.
c. The Employee agrees to assign and does hereby assign to the Company (or any person or entity designated by the Company) all their right, title and interest in and to all Developments and all related intellectual property. The Employee understands that, to the extent this Agreement shall be construed in accordance with the laws of any state which precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph 4(c) shall be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classes. The Employee also hereby waives all claims to moral rights in any Developments.
In addition, AVRA has paid $43,548 for outright ownership of the University’s Intellectual Property developed under the Research Agreement, which amount is shown as Intellectual Property. Management has assessed the carrying value of the asset and believes there has been no diminution of its value and accordingly, no adjustment is necessary.
In consideration, Company has the right, but not the obligation, to take sole ownership of UCF’s interest in UCF Intellectual Property and Joint Intellectual Property. UCF reserves the right to file a provisional patent application to protect an invention in circumstances where UCF has an expedited need to publish or present results. UCF will promptly disclose new inventions to Company in accordance with Article 9. Company has ninety (90) days from the receipt of the new invention disclosure to request UCF assign ownership to Company.
Each Party shall communicate in writing with the other Party in connection with all Jointly Developed Intellectual Property and, in particular, shall provide reasonable notice to the other Party prior taking steps to obtain patent rights in respect of, or making any publications in connection with, its Jointly Developed Intellectual Property. In the event of a disagreement between the Parties regarding the allocation of Intellectual Property rights in connection with any Jointly Developed Intellectual Property, the Coordinating Committee shall, subject to Section 8.2, promptly review and resolve the matter. Each Party agrees to cooperate reasonably with the other Party to execute assignment documents and inventor declarations as necessary for a Party to perfect its rights in accordance with the foregoing provisions.
2. Employee agrees to comply with all of the Company’s policies and codes of conduct as it may promulgate from time to time, including those related to confidential information and intellectual property. Nothing in those policies will be deemed to modify, reduce, or waive Employee’s obligations in this Attachment II. In the event of any conflict or ambiguity, this Attachment II prevails.
Employee will disclose to Company Employee’s complete written record of any Company Intellectual Property, including any patent applications, correspondence with patent agents and patent offices, research, written descriptions of the technology, test data, market data, notes, and any other information relating to Company Intellectual Property. Employee will also identify all co-inventors, co-authors, co-composers, partners, joint venture partners and their employees, assistants, or other people to whom the Company Intellectual Property was disclosed in whole or in part, who participated in developing the Company Intellectual Property, or who claim an interest in the Company Intellectual Property. Employee’s disclosure will conform to the policies and procedures in place at the time governing such disclosures.
2. Employee agrees to comply with all of the Company’s policies and codes of conduct as it may promulgate from time to time, including those related to confidential information and intellectual property. Nothing in those policies shall be deemed to modify, reduce, or waive Employee’s obligations in this Attachment I. In the event of any conflict or ambiguity, this Attachment I prevails.
On June 9, 2014, we received 1,187,500 common shares and 3,000,000 warrants to purchase common shares of WeedMD RX Inc. (WMD), a private Canadian company in the cannabis industry, in exchange for future consulting services and use of our intellectual property. The shares represented a 4.29% equity investment in WMD at the time of the investment and we did not have significant influence over the investee. We recorded our investment in these non-marketable equity securities at estimated cost, based on our estimate of the fair value of the securities on the date of the transaction. The 3,000,000 WMD warrants expired unexercised in December 2014.
As described in Note 4 above, on June 9, 2014, we received 1,187,500 common shares and 3,000,000 warrants to purchase common shares of WMD in exchange for future consulting services and use of our intellectual property. We recorded the $893,750 fair value of these securities as deferred revenue and we recognized $150,000 of this amount as revenue during the period July 1, 2014 through December 31, 2014, based upon our initial three year estimate of the service period involved. Based on recent discussions with WMD, we now expect to deliver the remaining consulting services and use of our intellectual property to WMD on a relatively consistent monthly basis during the four year period January 1, 2015 through December 31, 2018. Accordingly, we are now recognizing $15,000 of deferred revenue per month. We recognized $180,000 of revenue applicable to this arrangement, in each of the years ended December 31, 2016 and 2015. At December 31, 2016, we expect to recognize $180,000 of the remaining $383,750 WMD deferred revenue during the next twelve months and accordingly, we have classified the $180,000 as a current liability on our consolidated balance sheets.
As described in Note 4 above, on June 9, 2014, we received 1,187,500 common shares and 3,000,000 warrants to purchase common shares of WMD in exchange for future consulting services and use of our intellectual property. We recorded the $893,750 fair value of these securities as deferred revenue, and we recognized $150,000 of this amount as revenue during the period July 1, 2014 through December 31, 2014, based upon our initial three year estimate of the service period involved. Based on consultations with WMD, we expect to deliver the remaining consulting services and use of our intellectual property to WMD on a relatively consistent monthly basis during the four year period January 1, 2016 through December 31, 2018. Accordingly, we are now recognizing $15,000 of deferred revenue per month, and thus, during the three and nine month periods ending September 30, 2017 and 2016, we recognized a total of $45,000 and $90,000, respectively, of revenue applicable to this arrangement. At September 30, 2017, we expect to recognize $180,000 of the remaining $248,750 WMD deferred revenue during the next twelve months and accordingly, we have classified the $180,000 as a current liability on our condensed consolidated balance sheets.
(which consent shall not be unreasonably withheld, delayed or conditioned), and (b) does not create any rights of ownership on the part of ADVESA (all rights of ownership being retained by UCAN). ADVESA must obtain UCANs consent before making any improvements to the Intellectual Property. In the event that ADVESA creates an improvement to the Intellectual Property (the Improvement), ADVESA shall be deemed to have immediately assigned such Improvement to UCAN and such Improvement shall become part of the Intellectual Property licensed by UCAN under this Agreement. ADVESA shall execute and deliver any reasonably requested assignment of the Improvement to document UCANs ownership of the Improvement provided UCAN reimburses ADVESA all of its costs directly attributable to these improvements.
The GACP Term Loan Facility (see Note 5, "Debt" and Note 16, “Subsequent Events”) is collateralized by first-priority liens on substantially all of the Company's assets, including Company intellectual property. Certain of the Company’s subsidiaries have guaranteed the Company’s obligations under the GACP Term Loan Facility.
In accordance with the disclosure provisions of ASC 606, the table above excludes estimated future revenues for performance obligations that are part of a contract that has an original expected duration of one year or less or a performance obligation with variable consideration that is recognized using the sales-based royalty exception for licenses of intellectual property. Additionally, $21.4 million of estimated future revenue is excluded from the table above, as that amount represents constrained variable consideration.
2.No Pledge of Excluded Intellectual Property. Borrower shall, at all times, keep, and shall cause its Subsidiaries to keep, the Excluded Intellectual Property free and clear from any legal process or Liens whatsoever (except for (x) Permitted Liens and (y) the agreements and licenses referenced in the definition of Excluded Intellectual Property (as modified hereby) and the other rights granted thereunder to the other parties thereto). Borrower shall, and shall cause its Subsidiaries to, protect and defend Borrower’s or such Subsidiary’s title to the Excluded Intellectual Property from and against all Persons claiming any interest adverse to Borrower or such Subsidiary.
Our patents and/or proprietary technologies could be circumvented through the adoption of competitive, though non-infringing, processes or products. The patent positions of pharmaceutical companies can be highly uncertain and involve complex legal, scientific and factual questions for which important legal principles remain unresolved. Changes in either the patent laws or in interpretations of patent laws may diminish the value of our intellectual property. We cannot predict the breadth of claims that may be allowable or enforceable in our patents, including the patents licensed to us by Neptune.
As a result of a royalty prepayment transaction we entered into with Neptune on December4, 2012, we are no longer required to pay any royalties to Neptune under the license agreement during its term for the use of the licensed intellectual property. The license agreement expires on the date of the last to expire patent, which is in 2022.
(a) Licensor and the Company shall cooperate to diligently police the Licensed Intellectual Property in the Territory, and in connection with any lawsuits involving Licensed Intellectual Property. Additionally, the Company shall promptly notify Licensor and provide to Licensor relevant background facts upon becoming aware or suspicious of any infringement, misappropriation, imitation, illegal use or misuse of the Licensed Intellectual Property in the Territory.
(b) Licensor shall have the primary right, but not the obligation, to bring, at its own expense, and control, any suits, actions or other proceedings against any unauthorized use, infringement, misappropriation, dilution or other violation of the Licensed Intellectual Property in the Territory. The Company agrees to cooperate with Licensor, at Licensors expense for the Companys out-of-pocket Costs and such other Costs as the Parties may agree in writing, in any litigation or other enforcement action that Licensor may undertake to enforce or protect the Licensed Intellectual Property. Upon Licensors request and expense, the Company shall execute, file and deliver all documents and proof necessary for such purpose, including, without limitation, being named as a party to such litigation as required by law. The Company shall have the right to participate and be represented in any such action, suit or other proceeding by its own counsel at its own expense. The Company shall have no claim of any kind against Licensor based on or arising out the Licensors handling of or decisions concerning any such action, suit, proceeding, settlement, or compromise, and the Company hereby irrevocably releases Licensor from any such claim.
(c) Licensor shall, at its sole discretion, approve any settlement that involves or affects the Licensed Intellectual Property. Except as otherwise set forth in this Section4.4, each Party shall bear its own Costs incurred by it in complying with this provision, including, without limitation, those incurred in defending, bringing or controlling any such suits, actions or other proceedings.
4.7 Total Obligations. The Company agrees and acknowledges that this Section4, in light of the allocation of risk between the Parties as reflected in the terms and conditions of this Agreement, set forth the Licensors sole and exclusive liability, with respect to any infringement or other violation of any third party rights, including, without limitation, in respect of third party intellectual property. Licensors obligations to defend and/or pay for any defense Costs as provided in this Section4 shall not apply to the extent a claim has arisen because of any modification or enhancement to the Licensed Intellectual Property by or on behalf of the Company, or the Companys failure to use a commercially reasonable work-around or substitute provided by Licensor for the intellectual property at issue. The Costs for such work-around or substitute will be allocated in the same manner as Costs for other Licensed Intellectual Property are allocated.
9.1 Intellectual Property. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL LICENSOR BE LIABLE TO THE COMPANY, ANY PERMITTED COMPANY LICENSEE OR ANY OTHER ENTITY FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE DEFICIENCY OR INADEQUACY OF THE LICENSED INTELLECTUAL PROPERTY FOR ANY PURPOSE WHETHER OR NOT KNOWN OR DISCLOSED TO LICENSOR.
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