If we fail to monetize our portfolios, we may not be able to continue to operate. Although we own some of our intellectual property, we also license the rights under agreements with the owners of the intellectual property. If we do not generate revenue for parties who have an interest in the results of our efforts, those parties may attempt to renegotiate the terms of our agreements with them, which could both affect 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 IP portfolios and new portfolios that we can acquire, we may not be able to continue working. 5.6 Intellectual Property. Each borrower is the sole owner of the intellectual property, with the exception of the non-exclusive licenses that that borrower grants to its customers in the ordinary course of business. Each of the patents is valid and enforceable, and no substantial part of the intellectual property has been found to be invalid or unenforceable, in whole or in part, and no allegation has been made that any substantial part of the intellectual property infringes the rights of third parties. Except as otherwise provided in the Schedule, no Borrower is a party to or bound by any material intellectual property agreement that restricts the granting of a security right in the Borrower`s rights under such an agreement by such Borrower. Employment contracts and assignment provisions may transfer patent rights to the employer.
Even without an explicit assignment agreement, employers can assert rights to the employee`s invention. See Agawam Co. v. Jordan, 74 U.S. (7 Wall.) 583, 19 L.Ed. 177 (1868). Even in situations where the employee owns the invention and a resulting patent, the employer may have a “right to purchase” over the invention when the employer has a license to use the invention without paying the employee additional compensation as royalties. See Aetna-Standard Engineering Co.c. Rowland, 343 Pa. Super.
64, 71, 493 A.2d 1375 (1985). As an implied license, workshop rights allow the employer and its employees to use the patented invention. This is a limited right limited to the direct use of the patented invention. We rely on a combination of copyright, trademark, patent and trade secret laws and contractual disclosure restrictions to protect our intellectual property rights. Our efforts to protect our proprietary rights may not be effective in preventing unauthorized persons from copying or acquiring and using our technology or imitating our name, trademark or other intellectual property. Monitoring unauthorized use of our intellectual property is difficult and costly, and we cannot be sure that the measures we take are effective in preventing the misuse of our technology or other intellectual property rights. The ideas, know-how, data (including results of clinical trials) and other intellectual property rights generated in connection with this clinical trial are the exclusive and exclusive property of the inventor`s employer. Inventiveness is determined in accordance with U.S. patent laws. 8. Intellectual Property.
Danforth agrees that all ideas, inventions, discoveries, creations, manuscripts, properties, innovations, improvements, know-how, inventions, designs, developments, devices, techniques, methods and formulas that Danforth designs, manufactures, develops or improves as a result of the provision of the Services, whether or not they are reduced to practice and whether patentable or not, alone or in connection with another party. and whether at the request or at the suggestion of the company (all B. hereinafter collectively referred to as inventions), is the sole and exclusive property of the Company. Danforth hereby agrees, in consideration of the Company`s agreement, to bind Danforth and pay compensation for the services provided to the Company and for any other good and valuable consideration, the receipt and reasonableness of which are hereby acknowledged that Danforth may not directly or indirectly consult with an employee of Danforth or become an employee of Danforth without the prior written consent of the Company. any company doing business anywhere in the world in the area of interest. As used herein, the term area of interest refers to the research, development, manufacture and/or sale of products that would result from the commercialization of the Company`s technology or that would be in direct competition with the Company. The restrictions of competition contained in this Section8 will apply during the period during which Danforth provides services to the Company and for a period of three (3) months after the termination of the services that Danforth provides to the Company. If any part of this Section is deemed inappropriate by a court of competent jurisdiction in terms of duration, geographic area or scope, this Section8 will only be renewed for the period, in that territory and in connection with an activity deemed appropriate. Except as expressly provided herein, nothing in this Agreement will prevent Danforth from giving advice on behalf of or being hired by another person. Danforth acknowledges this and agrees that, as a condition of entering into this Agreement, the Company may require any danforth representative who provides services to the Company under this Agreement to enter into an agreement with the Company governing the assignment of inventions and confidentiality. 2.No guarantee of intellectual property excluded. The Borrower must at all times hold the Excluded Intellectual Property free and free from any legal proceedings or privileges and induce its affiliates to retain it (except (x) the authorized privileges and (y) the agreements and licenses mentioned in the definition of excluded intellectual property (as modified below) and other rights, which are granted to the other parties below).
The Borrower must protect and defend the property of the Borrower or such a subsidiary of the excluded intellectual property before and against any person claiming interest contrary to the Borrower or this subsidiary. (A) License to Use the Licensed Intellectual Property. Licensor grants 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 products (. B for example, fuel, water and thermal energy) manufactured at the Wharton plant using GTL technology in the United States. This licence is intended for the life of the Wharton plant operated by the licensee, unless it is extended or extended in writing by agreement of the parties. This License does not grant any expectation, interest or additional right to use or benefit, directly or indirectly, from the GTL Technology, Licensor`s GTL Entity, G™ Reformer and/or Licensed Intellectual Property in any location other than the Wharton Work or for any other purpose not expressly granted under the terms of this Agreement. The response to the COVID-19 pandemic may result in the diversion of resources related to regulatory and intellectual property issues in a way that would impair our ability to advance regulatory approvals and protect our intellectual property. For example, since March 2020, foreign and domestic inspections have been largely suspended by the FDA, with the FDA announcing its intention to resume priority domestic inspections in July 2020. The FDA has developed an assessment system to determine when and where it is safest to conduct priority national inspections.
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