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Insurance | SIERRA warrants that it carries general liability insurance of not less than $2 million per occurrence and product liability insurance of not less than $5 million per occurrence and that, upon the execution of this Agreement, it will name ENVISION as an additional insured on ... |
Insurance | Throughout the Term of this Agreement, M&I shall maintain at all times at its own cost and expense: |
Insurance | At all times from the first commercial sale of any Product(s) or after the Effective Date through the date which is five (5) years after the final sale of such Product(s), the Parties will maintain general liability insurance in amounts that are reasonable and customary in the pharmaceutical industry, provided in no ev... |
Insurance | Racing shall obtain and maintain, at Racing’s expense, comprehensive automobile liability insurance covering all owned, non-owned and hired vehicles used by Racing in the Business with limits of not less than $5,000,000 per occurrence combined single limit for personal injury and property damage, including all stat... |
Insurance | Eutectix shall obtain, pay for, and maintain insurance meeting or exceeding the minimum insurance requirements set forth on Schedule 2 attached hereto, with policy terms satisfactory to Liquidmetal. |
Insurance | Each Party shall cause such insurance policies to provide that the other Party shall be given at least thirty (30) days’ notice of any cancellation, termination or change in such insurance. |
Insurance | (i) maintain the insurance coverages and limits required by this Section and any additional insurance and/or bonds required by Laws: |
Insurance | 5. Such insurance and types of coverage as may be required by the terms of any lease for the Franchised Restaurant, or as may be required from time to time by us. |
Insurance | Such interest may include all rights of yours under this Agreement and all rights of yours in the lists of customers, prospects and policyholders and all business records and information regarding those customers, prospects and policyholders, including the name and address of the applicant or policyholder and the date ... |
Insurance | During the term of this Agreement, and before any sponsorship or promotional activities are conducted under this Agreement, Company shall obtain and maintain at its expense, Commercial General Liability Insurance coverage with an insurance carrier with a Best’s rating of A+. |
Insurance | (iii) Business Automobile Liability covering all owned, hired and non-owned vehicles—$5,000,000 each occurrence, including statutory coverages for all states of operations. |
Insurance | Within thirty (30) days after the Effective Date, Service Provider shall provide a certificate of insurance and thereafter shall maintain the following insurance during the Term with insurance carriers reasonably acceptable to Owner: |
IP Ownership Assignment | Once RevMed has completed conducting all Clinical Trials for a Product assigned to it under the Development Plan for such Product, RevMed agrees to assign, and hereby does assign, to Sanofi all of its rights, title and interests in and to all Regulatory Approvals (including INDs and NDAs) for such Product. |
IP Ownership Assignment | Each of Parent and SpinCo, at the request of the other, shall use its commercially reasonable efforts to obtain, or to cause to be obtained, as soon as reasonably practicable, any consent, substitution, approval or amendment required to novate or assign all SpinCo IP Liabilities and obtain in writing the unconditional ... |
IP Ownership Assignment | The parties intend that any and all goodwill in the Brand arising from Licensee’s or any applicable sublicensees’ Permitted Activity shall inure solely to the benefit of Licensor. |
IP Ownership Assignment | If you wish to test market an item that we have not approved, then, so long as we have given you our prior written approval, you may do so for so long, and on such terms, that we mutually agree upon (a “Test”), and the item so tested, and all associated formulae, plans, and materials, will become our property. |
IP Ownership Assignment | Consultant agrees that if Company is unable because of Consultant’s unavailability, mental or physical incapacity, or for any other reason, to secure Consultant’s signature to apply for or to pursue any application or registration for any intellectual property rights covering any Invention, then Consultant hereby i... |
IP Ownership Assignment | However, to the extent that any Work may not, by operation of any Laws, be a work made for hire, MD Anderson hereby assigns, transfers and conveys to LBIO all of MD Anderson’s worldwide right, title and interest in and to such Work, including all Intellectual Property Rights therein and relating thereto, subject to M... |
IP Ownership Assignment | Subject to the terms and conditions of this Agreement, Igene shall transfer and assign, or cause to be transferred and assigned, |
IP Ownership Assignment | The Assignor hereby assigns, transfers, and conveys to and in favor of the Assignee all of the Assignor’s right, title, and interest in, to, and under the Transferred Contract, together with its related rights, warranties, remedies, powers, and privileges (collectively, the “Assigned Rights”). |
IP Ownership Assignment | Anixa will own, and OntoChem hereby assigns to Anixa, all right, title and interest in and to all Inventions other than OntoChem Inventions, including, for clarity, Inventions directed to the Lead Scaffold(s) (including the composition, use or manufacture thereof) (collectively, “Anixa Inventions”). |
IP Ownership Assignment | EFS hereby irrevocably assigns, and Client hereby accepts, all right, title and interest in and to each and every Authorized Modification, and EFS agrees to cooperate with all reasonable requests by Client to effect or perfect such assignment. |
IP Ownership Assignment | CONSULTANT acknowledges that CONSULTANT’s rights in all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any Proprietary Information) and all registrations o... |
IP Ownership Assignment | Company acknowledges and agrees that all Intellectual Property created by Company, its affiliates, representatives, or agents in connection with or resulting from any work or services related to the Products, including the Deliverables (“Work Product”), but excluding the Neutral Alcohol Beverage Base and excluding ... |
IP Ownership Assignment | HealthGate hereby assigns all right, title and interest in and to the same to the Publishers. |
IP Ownership Assignment | Equifax hereby assigns, and shall cause each member of the Equifax Group to assign, to Certegy, or the respective Designated Certegy Member, all right, title and interest it may hold in and to such modifications, improvements, Certegy Enhancements and Derivative Works. |
IP Ownership Assignment | At Aduro’s request and expense, Consultant shall assist Aduro in acquiring and maintaining its right in and title to, any Work Product. |
IP Ownership Assignment | Effective as of the Closing Date, and subject to Sections 2.3 and 2.4 and Article III hereof, Equifax agrees, at its expense, to transfer, or cause to be transferred, to Certegy or to a Designated Certegy Member all right, title and interest held by Equifax and/or its Affiliates as of the Closing Date in and to each of... |
IP Ownership Assignment | In case [Party] has made or contributed to any invention forming part of the Results, [Party] shall promptly inform [CERES/IGER] thereof in writing and shall assign its rights and cause its employees and staff members to assign their rights in any such invention to [CERES/IGER]. |
IP Ownership Assignment | If any Product Collateral IP (or any aspect thereof) are not designed and/or created by Calm, such Product Collateral IP (or aspect thereof) shall be deemed “works made for hire” for Calm within the meaning of the U.S. Copyright Law and/or other applicable comparable laws or, if they do not so qualify, all ownershi... |
IP Ownership Assignment | If any Materials created under this Agreement are not legally capable of being a work-made-for-hire under the applicable copyright laws, then all right, title, and interest in such Materials is hereby assigned to Papa John’s and CELEBRITY or ABG will execute any documents consistent herewith necessary to perfect such... |
IP Ownership Assignment | You acknowledge and agree that any such concept, process or improvement shall become our property and we may utilize or disclose such information to other master franchisees and unit franchisees as we determine to be appropriate. |
IP Ownership Assignment | Subject to Section 3.2, each Assignor Party, on behalf of itself and the other members of the Assignor Group, hereby irrevocably assigns to the applicable Assignee Party, and agrees to irrevocably assign to the applicable Assignee Party, all of its and the other members of the Assignor Group’s rights, title and inter... |
IP Ownership Assignment | You further acknowledge that the Intranet facility and all communications that are posted to it will become our property, free of any claims of privacy or privilege that you or any other person may assert. |
IP Ownership Assignment | CONSULTANT shall promptly disclose such Work Product to the Chief Executive Officer of the Company and, at the Company’s expense, perform all actions reasonably requested by the Chief Executive Officer of the Company (whether during or after the consultancy) to establish and confirm such ownership (including assignme... |
IP Ownership Assignment | Except as otherwise detailed in this Agreement, the Parties acknowledge and agree that the Subject Program including without limitation the Deliverables and Documentation (collectively, the Works) are "work made for hire" in accordance with the U.S. Copyright Act, 17 U.S.C. § 101 et seq. |
IP Ownership Assignment | SFJ shall, and hereby does, assign to MedImmune and will cause each of its officers, directors, employees and Affiliates, and its and their respective Permitted Third Parties, to assign to MedImmune all right, title and interest in and to all (i) AstraZeneca Product Improvements that are conceived, discovered, develope... |
IP Ownership Assignment | Consultant agrees that, regardless of whether the Innovations are legally works made for hire, all Innovations will be the sole and exclusive property of the Company. |
IP Ownership Assignment | Turpin agrees to maintain at all times adequate and current records relating to the creation and development of the Work Product and Intellectual Property Rights therein, which records and all copies thereof shall be and shall remain the exclusive property of the Company, and to disclos... |
IP Ownership Assignment | If and when any such consent, substitution, approval, amendment or release shall be obtained or the Unreleased SpinCo IP Liabilities shall otherwise become assignable or able to be novated, Parent shall promptly assign, or cause to be assigned, and SpinCo or the applicable SpinCo Group member shall assume, such Unrelea... |
IP Ownership Assignment | IBM will also own and MSL will assign any invention made by MSL on Products, and on any invention related to IBM processes and systems that MSL makes while MSL uses those processes and systems in the performance of this Agreement provided that nothing herein shall restrict MSL's right to u... |
IP Ownership Assignment | In the event that EFS creates any modifications, alterations or other derivative works of any Playboy Content (“Derivative Works”), EFS hereby irrevocably assigns to Client all right, title and interest in and to all of those Derivative Works, including the copyrights and other proprietary rights therein. |
IP Ownership Assignment | Aduro shall be the sole and exclusive owner of, and Consultant hereby assigns to Aduro, any and all writings, documents, work product, inventions, developments, improvements, discoveries, know-how, processes, chemical entities, compounds, plans, memoranda, tests, research, designs, specifications, models and data that ... |
IP Ownership Assignment | To the extent that Company, by operation of Law or otherwise, acquires any right (other than pursuant to this Agreement) to any of the Product Trademarks, any other Trademarks of Janssen, such copyrights or such other intellectual property rights, Company shall assign to Janssen all such rights at Janssen’s cost and ... |
IP Ownership Assignment | (v) for the Products (including, without limitation, MGAH22), Green Cross shall assign and promptly transfer to MacroGenics, at no expense to MacroGenics, all of Green Cross’ right, title and interest in and to (A) all regulatory filings (such as INDs, CTAs and drug master files), Regulatory Approvals, and clinical t... |
IP Ownership Assignment | Upon termination of this Agreement for any reason except by EKR pursuant to Section 16.1(a), EKR shall promptly transfer the Transferred NDA and related regulatory documentation to PPI in accordance with Section 17.1(e). |
IP Ownership Assignment | To the extent, if any, that ownership of the VOTOCAST Materials does not automatically vest in VOTOCAST by virtue of this Agreement or otherwise, Licensee hereby transfers and assigns to VOTOCAST all rights, title and interest which Licensee may have in and to the VOTOCAST Materials. |
IP Ownership Assignment | the Co-Branded URLs shall be owned by the party that offers to pay the highest amount to the other for the ownership of such URLs upon payment of such amount to the other party |
IP Ownership Assignment | To the extent that EFS is deemed to obtain any interest or ownership rights in the Client Property, EFS hereby assigns, transfers and conveys to Client, to the maximum extent permitted by applicable Law, all of EFS’ right, title and interest therein used or created by EFS under or in connection with this Agreement... |
IP Ownership Assignment | CONSULTANT acknowledges that all copyrightable Work Product which is capable of being classified as “works made for hire” under the U.S. Copyright Act of 1976, as amended, shall be deemed “works made for hire” and that the Company shall be the author of, and own all rights therein. |
IP Ownership Assignment | The Manufacturer has appointed the Customer the copyright holder of both the English and the Chinese version of the book How to achieve Super Health beyond 2000 – Advanced Edition, authored by Frank D.P. Ellis and Dr. Michael Tait M.D. |
IP Ownership Assignment | PACIFICAP ENTERTAINMENT AGREES that all television shows, DVD Magazines, Internet Streaming Video Television Shows, Television Shorts, Radio Shows, Radio Shorts, Cell Phone Video Clips, Caller ID Video Clips, Promotional Commercials, Websites, Streaming Video Commercials, Streaming Video Highlight Shows, 24 Hour Nostal... |
IP Ownership Assignment | All modifications and enhancements made to the approved information system shall be our property (or the appropriate vendor if we so designate), without regard to the source of the modification or enhancement. You agree to execute any documents, in the form provided by us, that we determine are necessary to reflect suc... |
IP Ownership Assignment | Unless otherwise addressed in an Intellectual Property Amendment, PPD hereby assigns to VS all rights that PPD may have in any invention, technology, know-how or other intellectual property which is developed with use of Confidential Information provided to PPD by VS. |
IP Ownership Assignment | In the event that Qualigen elects not to prosecute or maintain in a particular Applicable Market country any Patent Rights in the jointly developed Development IP (the “Abandoned Joint IP”), Sekisui may elect to prosecute such Abandoned Joint IP in such particular Applicable Market country, in which case the Patent... |
IP Ownership Assignment | IAC shall cooperate fully with Sonos and execute such further instruments, documents and agreements and give such further written assurances, as may be reasonably requested by Sonos, at Sonos’ expense, to perfect the foregoing assignment and obtain and enforce assigned Intellectual Property Rights. |
IP Ownership Assignment | Recipient hereby assigns and agrees to assign all Recipient's rights in any Intellectual Property to the Company. Recipient hereby grants to the Company power of attorney for the purpose of assigning all Recipient's rights in Intellectual Property to the Company for the purposes of filings, registrations and other form... |
IP Ownership Assignment | (a) assign to Xencor, [***], all of Aimmune’s right, title and interest in and to any agreements (or portions thereof) between Aimmune and Third Parties that relate to the Development, Commercialization or Manufacture of the Product, where such assignment is permitted without charge to Aimmune or its Affiliates and w... |
IP Ownership Assignment | In case [Party] has made or contributed to any invention forming part of the Results, [Party] shall promptly inform [CERES/IGER] thereof in writing and shall assign its rights and cause its employees and staff members to assign their rights in any such invention to [CERES/IGER]. |
IP Ownership Assignment | To the extent such work may not be deemed a “work for hire” under applicable law, the Developer hereby assigns to the Client all of its right, title, and interest in and to such work. |
IP Ownership Assignment | All data pertaining to, derived from, or displayed at the Franchised Business (including without limitation data pertaining to or otherwise about Franchised Business customers) is and shall be our exclusive property, and we hereby grant you a royalty-free non-exclusive license to use that data during the Term of this A... |
IP Ownership Assignment | If Parent or SpinCo is unable to obtain, or to cause to be obtained, any such required consent, substitution, approval, amendment or release as set forth in Section 2.4(a) and the applicable member of the Parent Group continues to be bound by such agreement, lease, license or other obligation or Liability (each, an “... |
IP Ownership Assignment | Consultant hereby irrevocably assigns to Company all right, title and interest in and to any information (including, without limitation, business plans and/or business information), technology, know-how, materials, notes, records, designs, ideas, inventions, improvements, devices, developments, discoveries, composition... |
IP Ownership Assignment | In the event that the Agreement is terminated pursuant to Section 16.a.v due to e-centives' acquisition by an Excite@Home Named Competitor, or by an entity controlling or controlled by an Excite@Home Named Competitor, e-centives shall transfer all of its right, title and ... |
IP Ownership Assignment | The Party which is not interested in the application shall undertake to transfer its own share of ownership to the other Party, free of charge once it has obtained the patent title. |
IP Ownership Assignment | In no event shall Ginkgo, and Ginkgo shall cause its Affiliates to not, file any patent applications covering (or support existing patent applications covering) the [***] and, in the event Ginkgo (or its Affiliates) do file one or more of such patent applications, Ginkgo will and hereby does assign, and shall cause its... |
IP Ownership Assignment | Any developments and improvements by you relating to the Marks or the System shall be our sole property. |
IP Ownership Assignment | Microgenics shall own all inventions and discoveries made by one or both of the Parties as part of the Research Program, whether or not patentable, relating solely to Microgenics Cell Lines, Microgenics [***] Antibodies, the Assay, Immunoassay Technologies and Microgenics Know-How (“Microgenics Inventions”). |
IP Ownership Assignment | In order to carry out the intent of the Parties with respect to the recordation of the transfers of any registrations or applications of Honeywell IP or SpinCo IP, as applicable, to the extent the ownership thereof has transferred from a member of the Honeywell Group to a member of the SpinCo Group, or vice versa, purs... |
IP Ownership Assignment | To the extent, if any, that Consultant has rights in or to any Work Product or any data or inventions developed in connection with work under this Agreement (“Aduro IP”), Consultant hereby irrevocably assigns and transfers to Aduro, and to the extent that an executory assignment is not enforceable, Consultant hereb... |
IP Ownership Assignment | BII shall provide reasonable assistance to XENCOR for any action which may be necessary to assign or otherwise transfer any rights to XENCOR Intellectual Property contemplated by this Section 8.2.1. |
IP Ownership Assignment | To the extent that any such ACSI Derivative Works or Company Derivative Works are not "works made for hire", Company hereby assigns and agrees to assign to ACSI (or such of its Affiliates as it may designate) all right, title and interest to all ACSI Derivative Works and all associated Intellectual Property Rights, and... |
IP Ownership Assignment | Customer agrees to and hereby does irrevocably transfer, assign and convey, and shall cause its Personnel to irrevocably transfer, assign and convey, all rights, title and interest in and to each of the Manufacturer-Owned Improvements and Developments to Manufacturer free and clear of any encumbrances, and Customer agr... |
IP Ownership Assignment | Turpin does hereby assign and transfer to the Company, effective upon creation, all right, title, and interest that Turpin may have in and to the Work Product and all Intellectual Property Rights therein and does hereby assign all of Turpin's future right, title, and interest that Turpin may h... |
IP Ownership Assignment | Achaogen shall own all discoveries and inventions made by one or both of the Parties as part of the Research Program, whether or not patentable, relating (i) solely to Plazomicin, the Achaogen Patents, the Achaogen Know-How, and Achaogen Materials or (ii) [***] (each of (i) and (ii), “Achaogen Inventions”). |
IP Ownership Assignment | Except as otherwise provided herein, all the results of ABG’s provision of CELEBRITY’S Services hereunder, including, but not limited to, Materials (but in all cases specifically excluding the Celebrity Endorsement and the Personality Rights), will be deemed a “work made for hire” under the provisions of the Un... |
IP Ownership Assignment | Bank of America shall own all right, title, and interest in and to the Bank of America Customizations as Work Product in accordance with Section 39.0. <omitted> Work Product all information, data. materials, discoveries, inventions, drawings, works of authorship, documents, documentation, models, software, computer pro... |
IP Ownership Assignment | Any invention (whether patentable or not), discoveries, improvements, works-of-authorship or other intellectual property made, conceived or reduced to practice by Bachem in connection with its performance under this Agreement or any Project Plan, which expressly excludes Bachem Intellectual Property (“Magenta Develop... |
IP Ownership Assignment | In addition, during the Term, PB shall not take any action to terminate the AZ License without providing [***] prior written notice to SFJ of PB’s intent to terminate so that SFJ may, in its sole discretion, elect to obtain the Program Transfer, and if SFJ elects in writing within such [***] period to obtain the Prog... |
IP Ownership Assignment | Parent shall, and shall cause the applicable members of its Group to, contribute, assign, transfer, convey and deliver to SpinCo, or to the applicable SpinCo Designees, and SpinCo shall, and shall cause such SpinCo Designees to, accept from Parent and the applicable members of the Parent Group, all of Parent’s and su... |
IP Ownership Assignment | Upon execution and delivery of this Agreement, iVillage assigns to FMC all right, title and interest in and to the content, design and intellectual property, rights created specifically for and unique to the Bridge Site, advertising units, and other promotional elements set forth in this Agreement (collectively, the "M... |
IP Ownership Assignment | Upon payment in full of all obligations hereunder, Developer unconditionally and irrevocably grants to Client all software, improvements, code and other work produce produced by the Developer during the course of this agreement. |
IP Ownership Assignment | The Customer List is, and remains, our exclusive property, you hereby assign to us all rights you now have or hereafter may acquire in the Customer List. |
IP Ownership Assignment | To the extent that such IPRs do not vest automatically in the Company by operation of law, you hereby assign and agree to assign to the Company all of your right, title and interest in any existing and future IPRs which may subsist in any Works for their full term of protection (including any extensions, revivals and r... |
IP Ownership Assignment | If at any time Agent acquires any rights in, or any registration or application for, any of the Trademarks by operation of law or otherwise, it will immediately, upon request by Kallo and at no expense to Kallo, assign such rights, registrations, or applications to Kallo, along with any and all associated goodwill. |
IP Ownership Assignment | Effective as of the Agreement Date, PPI hereby sells, transfers, conveys and assigns to EKR all right, title and interest in and to [**] (the “Transferred NDA”). |
IP Ownership Assignment | All right, title and interest in such Work in Progress relating to Bank of America Customizations (including copyright) shall be deemed assigned to and vested in Bank of America. <omitted> Work in Progress - all plans, systems designs, Documentation, working materials, specifications, flow charts source code, documente... |
IP Ownership Assignment | Consultant and the Company agree that, to the fullest extent legally possible, all Innovations will be works made for hire owned exclusively by the Company. |
IP Ownership Assignment | Improvements that (i) relate specifically to XENCOR Confidential Information and Know-How and/or the Product (or any modification, derivative or fragment thereof), and (ii) do not relate to BII Confidential Information and Know­How (collectively, “XENCOR Intellectual Property”), will be exclusi... |
IP Ownership Assignment | Within [***] after assignment of such Product Filings in the applicable country, SFJ shall deliver to PB: (a) true, correct and complete copies of all Product Filings in such country (in each case, whether held in the name of SFJ or any of its Affiliates), and disclose to PB in writing all previously-undisclosed Resear... |
IP Ownership Assignment | ompany will and hereby does, without further consideration, irrevocably assign to Reed’s any and all worldwide right, title or interest that Company may now or hereafter possess in or to the Deliverables in perpetuity (or the maximum period permitted by Applicable Laws and Regulations) and Reed’s accepts such assig... |
IP Ownership Assignment | FCE will assign, and hereby assigns, to ExxonMobil ownership of Program Results. |
IP Ownership Assignment | With respect to any ideas, innovations, Improvements or inventions (whether patentable or non-patentable) developed by Supplier during the Term of this Agreement and [* * *], the Parties agree that, as between Customer and Supplier, Customer shall own all Rights to such Inventions and may obtain patent, copyright, and ... |
IP Ownership Assignment | Any and all web pages used by Contractor in connection with the Offering (the “Web Pages”), and all associated Proprietary Rights, shall be owned exclusively by the Company. |
IP Ownership Assignment | The Parties acknowledge that Defra is expected to assign or license exclusively to IGER any rights in Intellectual Property which would vest in Defra or the Crown or the Secretary of State pursuant to the DEFRA agreement NF 0426. |
IP Ownership Assignment | if such rights comprise (i) intellectual property that constitutes predominantly communication software or related communication hardware or other technology, including without limitation, any upgrades and Improvements thereof, or (ii) any “user” names, and other “user profile” information included within the C... |
IP Ownership Assignment | To the extent that any writings or works of authorship may not, by operation of law, be works made for hire, this Agreement shall constitute an irrevocable assignment by Provider to the Recipient of the ownership of and all rights of copyright in, such items, and the Recipient shall have the right to obtain and hold in... |
IP Ownership Assignment | Notwithstanding any other rights Bioeq may have under this Agreement or Applicable Law; if Licensee does not transfer and assign to Bioeq or its designee its rights in any Biologics License Applications and Biologics License Application Approvals controlled by Licensee for the Licensed Products in the Field in the Terr... |
IP Ownership Assignment | Aduro shall be the sole and exclusive owner of, and Consultant hereby assigns to Aduro, any and all writings, documents, work product, inventions, developments, improvements, discoveries, know-how, processes, chemical entities, compounds, plans, memoranda, tests, research, designs, specifications, models and data that ... |
IP Ownership Assignment | The Consultant hereby assigns to the Company all Inventions and any and all related patents, copyrights, trademarks, trade names, and other industrial and intellectual property rights and applications therefor, in the United States and elsewhere and appoints any officer of the Company as Consultant’s duly authorized ... |
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