Arising Intellectual Property. During the Term, all right, title and interest in and to any enhancement, invention or discovery created, conceived, identified, or reduced to practice by Alzheon, any of its Affiliates or any sublicensee or by a Third Party on behalf of Alzheon that relies on or incorporates the Licensed Technology (an “Improvement”) shall be assigned by Alzheon, or Alzheon shall cause such right, title and interest to be assigned by such Third Party, to the Licensor or its designee. The Parties acknowledge and agree that, pursuant to Section 3.1.3 of the Xxxxxx License Agreement, the Licensor is required to assign to Xxxxxx all Improvements that rely on or incorporate any Licensed Technology that is Controlled by the Licensor pursuant to the Xxxxxx License Agreement, but such Improvements shall be Controlled by the Licensor pursuant to the Xxxxxx License Agreement and sublicensed to Alzheon pursuant to Section 2.1 of this Agreement.
Arising Intellectual Property. The Parties represent that, by law or contract, they will own any Arising IP created by their employees, contractors, agents or students. A Party who is the sole owner of Arising IP is responsible for patenting and licensing its Arising IP, but is not obliged by this Agreement to patent its Arising IP. However, a Party who is unwilling to patent its Arising IP shall diligently do so if the other Party undertakes to pay all expenses incurred in obtaining and maintaining the patent.
Arising Intellectual Property. 6.2.1 Arising Intellectual Property shall be owned by the Party (which for the purposes of this Clause may include CIM) that invents or creates it, and if it is jointly invented or created by two or more of the Parties it shall be owned jointly by those Parties in equal, undivided shares, subject to the provisions of this Agreement including the following provisions:
(a) It is anticipated that Arising Know-how will be generated by clinicians and other Persons in the course of, or arising from, clinical studies that have been designed by the Joint Development Team. Accordingly, it is agreed that all Arising Know-how developed in, or arising from, the work performed under the Development and Commercialisation Plan shall be jointly owned by CIM, CIMYM, and Kuhnil in equal, undivided shares, subject to the provisions of this Agreement; and
(b) Subject to paragraphs (a) above, where Arising Intellectual Property consists of an improvement to, or a new application of, Licensed Intellectual Property and, as a matter of law, is developed or created solely by employees of Kuhnil, it shall be owned solely by Kuhnil, and Kuhnil employees shall be named as inventors, subject to the provisions of this Agreement.
6.2.2 CIMAB hereby grants and agrees to grant to Kuhnil an exclusive, fully paid-up and royalty-free, license under Arising Intellectual Property in the Kuhnil Field and Territory, with the right to sub-license, to research, develop, make, have made, import, use, sell and otherwise deal in any and all products and processes in the Kuhnil Field and Territory.
6.2.3 Kuhnil hereby grants and agrees to grant to each of CIMYM and CIMAB an exclusive, fully paid-up and royalty-free, license under Arising Intellectual Property in the CIMYM Field and Territory, with the right to sub-license, to research, develop, make, have made, import, use, sell and otherwise deal in any and all products and processes in the CIMYM Field and Territory.
Arising Intellectual Property. (a) Inspire owns all arising IP. The Parties hereby acknowledge and agree that Inspire shall own any and all inventions and discoveries conceived and reduced to practice by Inspire during the course of its activities under this Agreement (and in particular, as a result of the Development Program), and the patent rights which arise from any such inventions and discoveries. In addition, the Parties hereby acknowledge and agree that Inspire shall own any and all Know-How generated by Inspire in the course of its activities under this Agreement (and in particular, as a result of the Development Program) including but not limited to any and all of the data generated out of pre-clinical activities and clinical studies, pre-formulation activities and formulation activities related to the Compound and the Product, and all regulatory filings (including IND’s and NDA’s) related to the Product.
(b) License to BII in the Field. BII shall have all of the exclusive license rights granted to it under Clause 3 of this Agreement.
(c) Assignment to BII in the event of an OTC Switch. In the event that BII chooses to exercise its OTC Switch Rights with respect to any country of the Inspire Territory, upon payment of the OTC Switch Payment, Inspire shall assign and transfer to BII the Inspire IP relating to such country of the Inspire Territory where BII has exercised its OTC Switch Rights, but only to the extent necessary to develop and commercialize an OTC product containing the Compound, in the Field, for such country. Inspire agrees to execute and deliver to BII any and all documents of assignment or conveyance to effectuate the preceding assignment.
Arising Intellectual Property. All Intellectual Property Rights in or protecting any improvements to or developments of the Licensed Technology, the Compound or the Products made by or on behalf of Apollomics or any of its Affiliates during the Term, including the Apollomics Developed Patents (collectively, the “Apollomics Developed Technology”), shall be owned by Apollomics and promptly disclosed to TYG, and Apollomics hereby grants TYG an irrevocable, fully paid up, non-exclusive and sub-licensable license under the Apollomics Developed Technology to Develop, Manufacture and Commercialise Products outside the Territory and for developing and commercializing future S-TIR™ derived products inside and outside the Territory. Apollomics shall ensure that in all its contracts and arrangements with employees, consultants, subcontractors and Affiliates it acquires all Intellectual Property Rights in such improvements and developments.
Arising Intellectual Property. Inventorship of Arising IP will be determined in accordance with U.S. patent laws. Ownership, as well as responsibility for prosecution, maintenance, abandonment and enforcement of Arising IP will be as set forth below.
Arising Intellectual Property. 4.4.1 Oxxon shall own all Arising Intellectual Property.
4.4.2 Oxxon agrees to grant to Xenova an exclusive, worldwide licence under Arising Intellectual Property outside the Field on reasonable commercial terms, to research, develop, make, have made, import, use, sell and otherwise deal in any and all products and processes outside the Field. If the Parties are unable to agree such terms within 90 days of either Party requesting the negotiation of such terms ("Exclusivity Period") then Oxxon shall not be obliged to grant a licence to Xenova and shall be free to discuss and conclude with third parties licensing agreements relating to the Arising Intellectual Property.
Arising Intellectual Property. Each Party will promptly and no later than in the subsequent annual Report, report and fully disclose to the other Parties the existence of Arising Intellectual Property.
Arising Intellectual Property. Arising Intellectual Property means any Intellectual Property conceived, discovered or created as a direct or indirect result of the Project.
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