Arising IP Sample Clauses

Arising IP. (i) Ownership will follow inventorship for (A) any and all Know-How developed, created, conceived or reduced to practice during the Term solely by or on behalf of a Party or any of its Affiliates in the course of such Party’s performance of the activities under this Agreement, and (B) any Patent or other intellectual property right claiming any such Know-How described in clause (A) (collectively ((A)-(B)), “Arising IP”), with inventorship being determined in accordance with United States patent laws (regardless of where the applicable activities occurred). Arising IP invented solely by or on behalf of Hansoh or any of its Affiliates will be solely owned by Hansoh or any of its Affiliates (“Hansoh Arising IP”), Arising IP invented solely by or on behalf of EQRx or any of its Affiliates will be solely owned by EQRx or any of its Affiliates (“EQRx Arising IP”), and Arising IP invented jointly by Hansoh or any of its Affiliates and EQRx or any of its Affiliates will be jointly owned by both Parties (“Joint Arising IP”). (ii) Each Party will promptly disclose to the other Party any Arising IP developed, created, conceived or reduced to practice by or on behalf of such Party or any of its Affiliates. (iii) Each Party will have an [***] interest in and to the Joint Arising IP and each Party will have the rights to exercise its ownership rights in and to such Joint Arising IP, including the right to license and sublicense or otherwise to exploit, transfer or encumber its ownership interest, without duty to account to, or obtain the consent of, the other joint owner (and Party), but subject to the license grant to Hansoh under Section 10.1(b)(iv). Each Party, for itself and on behalf of any of its Affiliates, licensees and sublicensees, and employees, subcontractors, consultants and agents of any of the foregoing, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), to the other joint owner (and Party) a joint and undivided interest in and to all Joint Arising IP subject to the license grant to Hansoh under Section 10.1(b)(iv). (iv) EQRx hereby grants Hansoh and its Affiliates, on behalf of itself and its Affiliates (A) an [***] license, with the right to sublicense (through multiple tiers), under its interest in any interest in any Joint Arising IP and (B) a [***] license, with the right to sublicense (through multiple tiers), under its interest in any interest in any EQRx Arising IP, in each case ((A) and (B))...

Arising IP. Ownership of intellectual property arising from the Collaboration Program shall be determined as follows: (a) All rights, title and interest in and to any and all inventions, discoveries, and other subject matter, including Data (whether patentable or not) conceived, reduced to practice or otherwise discovered solely by SANTEN’s (or its Affiliates’) or Clearside’s (or its Affiliates’) employees, consultants or agents, or jointly by Clearside’s and SANTEN’s employees, their consultants or their agents, in any case in the performance of obligations under the Collaboration Program: (a) that are solely related to Clearside Technology, Clearside Background IP or otherwise related to the delivery of pharmaceutical agents to the suprachoroidal space shall be owned by Clearside (“Clearside IP”); (b) that are solely related to any SANTEN Compound or SANTEN Background IP would be owned by SANTEN (“SANTEN IP”); and (c) that are not included in the scope of Clearside IP or SANTEN IP would be owned jointly by SANTEN and Clearside (“Joint IP”). (b) SANTEN shall have the right to file patent applications on any SANTEN IP and to use such SANTEN IP for any purpose whatsoever. Clearside hereby assigns all rights in and to SANTEN IP to SANTEN and shall cooperate with SANTEN in the execution of such documents as may be required to (1) file patent applications on any SANTEN IP, and (2) effect the transfer of all right, title and interest in and to SANTEN IP, and to record and perfect title therein in the sole name of SANTEN. Upon request from SANTEN, and upon consent of Clearside, which consent shall not be unreasonably withheld, Clearside shall cooperate with and assist SANTEN in obtaining patent protection on SANTEN IP by disclosing any details of Clearside Technology, Clearside Background IP or how the results were obtained to the extent necessary for SANTEN to obtain patent protection on SANTEN IP. (c) Clearside shall have the right to file patent applications on any Clearside IP and to use such Clearside IP for any purpose whatsoever. SANTEN hereby assigns all rights in and to Clearside IP to Clearside and shall cooperate with Clearside in the execution of such documents as may be required to (1) file patent applications on any Clearside IP, and (2) effect the transfer of all right, title and interest in and to Clearside IP, and to record and perfect title therein in the sole name of Clearside. Upon request from Clearside, and upon consent of SANTEN, which consent shall n...

Arising IP. Ownership of all data, information, inventions or discoveries conceived or generated by or on behalf of a Party or any of its Affiliates in the exercise of the licenses, including all intellectual property rights therein shall be as set forth in this Section 5.1.2. As between the Parties, (a) ownership of any such inventions or discoveries, whether or not patentable, and all intellectual property rights therein, including Patents Rights that Cover such inventions or discoveries, shall be determined based on and consistent with inventorship, with inventorship determined in accordance with the rules of inventorship under U.S. patent laws; and (b) ownership of any such data or information (other than inventions or discoveries described above), and all intellectual property rights therein, shall be determined based on and consistent with the Party that generated such data or information.

Arising IP. 7.2.1 All Arising IP shall be owned by OXFORD, except that all TEKMIRA Arising IP shall be owned by TEKMIRA. 7.2.2 OXFORD shall disclose in writing to TEKMIRA all TEKMIRA Arising IP of which OXFORD becomes aware, promptly but no later than fourteen (14) days following OXFORD becoming aware of same and shall assign and cause its Representatives to assign to TEKMIRA without additional consideration, all right, title and interest in and to TEKMIRA Arising IP. 7.2.3 OXFORD hereby grants to TEKMIRA, subject to Section 7.2.4, a non-exclusive, worldwide, perpetual, fully paid-up, royalty-free, sublicensable license under all Arising IP conceived or reduced to practice by OXFORD or its Representatives, for its own internal research and regulatory filings. If this Agreement is terminated for TEKMIRA’s material breach, this licensee will automatically terminate. 7.2.4 Subject to TEKMIRA calling for (in writing) and completing a license agreement within six months after the completion of the Clinical Trial (or by such other date as the Parties may agree), the OXFORD is willing to grant to TEKMIRA a license to make, have made, use and market products and services derived from the Arising IP. Subject to Section 7.2.6, the license would be exclusive. Under such license, TEKMIRA would agree to pay: (a) a reasonable proportion of all up front, milestone and other payments received by TEKMIRA and attributable in whole or in part to Arising IP; (b) reasonable royalties based on the net selling prices of all licensed products (that is to say, all products and services marketed by TEKMIRA or TEKMIRA’s sub-licensees and derived from, produced by, or containing Arising IP); and (c) reasonable royalties on any cross licensing and other non-monetary compensation received by TEKMIRA from the exploitation of Arising IP. The remaining terms of the license would be settled between the Parties in good faith negotiations: if at any point they were unable to agree, the point in dispute would be settled in London by an arbitrator. The arbitrator would be a barrister specializing in intellectual property law, who had no prior association with either Party or was otherwise acceptable to both Parties. He or she would be nominated for the purpose by the then Chairman of the General Council of the Bar. OXFORD may fulfil its obligations under Section 7.2.4 through its technology transfer company, Isis Innovation Limited, and may take such actions (including in respect of the Arising IP) as may...

Arising IP. The Parties agree that all Arising IP, whether conceived, discovered, reduced to practice or writing, generated or developed by GSK, its Affiliates, its or their Personnel or permitted Third Party subcontractors, or by Tempus, its Affiliates, its or their Personnel or permitted Third Party subcontractors, solely or jointly, in connection with the Activities under this Agreement or any Task Order will be treated as follows (except, solely with respect to any Task Order pursuant to which Tempus is engaged to perform Activities relating specifically to AI/ML activities, as may be otherwise expressly agreed in such Task Order): i) Tempus will own all rights, title and interest in and to all Arising IP and Works that specifically relate to the Tempus Background IP (including, without limitation, [***]), and which do not make any use of or reference to any GSK Background IP or GSK Work Product, but in any event excluding all Arising IP in the GSK Work Product (which, for clarity, shall constitute GSK Arising IP) (“Tempus Arising IP”), and hereby grants to GSK and its Affiliates a limited, perpetual, non-revocable, non-exclusive, non-transferable, worldwide, fully paid-up, royalty-free license (sublicensable to Affiliates and Associated Parties) under the Tempus Arising IP solely for the purpose of performing its obligations under this Agreement and each Task Order and otherwise to the extent necessary to exploit the GSK Arising IP for any purpose; provided, that for clarity, the license contemplated by this sentence shall not constitute a license to access or use the Tempus Biotechnology Platform following the Termination Date or limit or abridge GSK’s obligations with respect to the destruction of Tempus Confidential Information pursuant to Section 15.3. For clarity, the Tempus Arising IP is not intended to and shall not include [***]. ii) GSK will own all rights, title and interest in and to all GSK Work Product and all Arising IP other than the Tempus Arising IP, whether made jointly or solely by either Party (including [***]) (collectively, the “GSK Arising IP”), and hereby grants to Tempus a limited, non-exclusive, non-transferable, world-wide, fully paid-up, royalty-free license, during the Term, under the GSK Arising IP solely for the purpose of performing its obligations under this Agreement and each Task Order. iii) Each Party shall, and does hereby, assign, and shall cause its Affiliates and Personnel to so assign, to the other Party or its designated ...

Arising IP. (i) Subject to the licenses granted herein and the other terms and conditions of this Agreement, Pulmatrix shall own all right, title and interest in and to Pulmatrix Improvement IP. (ii) Subject to the licenses granted herein and the other terms and conditions of this Agreement, Sensory Cloud shall own all right, title and interest in and to Sensory Cloud Improvement IP and Collaboration IP.

Arising IP. As between the Parties, BP will have the right (but not the

Arising IP. Each Party shall promptly notify the other Party of any new Intellectual Property created by such Party during the Term in the performance of this Agreement. Any such Intellectual Property shall be owned as follows: (a) any such Intellectual Property that is solely conceived, reduced to practice, authored, created or developed (“Created”) by or on behalf of one Party or its Affiliates (and not by or on behalf of the other Party or its Affiliates) shall be owned by the Creating Party and shall be included with the Spark IP or Novartis IP, as applicable, and included in the licenses granted to the other Party pursuant to ARTICLE 3; and (b) any other such Intellectual Property that is Created jointly by or on behalf of both of the Parties or their Affiliates shall be jointly owned by the Parties on the basis of each Party having an undivided interest in the whole (“Joint IP”). Subject to the terms and conditions of this Agreement, each Party shall have the right to exploit Joint IP as it may determine, without any duty to account to the other Party or obtain the other Party’s consent for any such exploitation, and shall provide such reasonable assistance to the other Party as may be required for it to enjoy the benefit of this Section 7.1.2(b). (c) Questions of inventorship or authorship for purposes of determining whether new Intellectual Property created during the Term in the performance of this Agreement is Novartis IP, Spark IP, or Joint IP shall be resolved in accordance with United States patent or copyright Laws, as applicable.

Arising IP. Neither WuXi Biologics, its Affiliates, nor any of their respective subcontractors shall acquire any rights of any kind whatsoever with respect to the Product by conducting Manufacturing activities hereunder. All rights to any Intellectual Property (whether or not patentable) created, developed, or conceived (whether or not reduced to practice) in the performance of work conducted under this Agreement by WuXi Biologics’ or its Affiliates’ employees, or independent contractors, either solely or jointly with employees, agents, consultants or other representatives of Client, including any development, improvement, modification, addition, adaptation, enhancement, derivative, variant or progeny to or of any Product, Client’s Confidential Information or Client Background IP will be owned (from the moment such Intellectual Property is created, developed or conceived) solely and exclusively by Client (“Client Arising IP”). Client agrees that Client Arising IP does not include any Intellectual Property (whether or not patentable) developed, conceived, or reduced to practice by WuXi Biologics, its Affiliates, or its subcontractors in the performance of this Agreement that (a) relates to experimental, testing, analytical, packaging methods, (b) relates to manufacturing processes developed at WuXi Biologics’ expense, or (c) constitutes developments, improvements, modifications, additions, adaptations, enhancements, derivatives, or variants to WuXi Biologics Background IP developed by WuXi Biologics through the performance of the Services, provided, that the foregoing (i) are made without the benefit of Client Background IP and/or Client’s Confidential Information, and (ii) [***]) (“WuXi Biologics Arising IP”).

Arising IP. Regardless of inventorship, Biogen shall solely own: (i) any Inventions made, conceived, discovered or otherwise generated by either Party or its Affiliates’ employees, agents, or Subcontractors in the course of performance of the Research Program and all Intellectual Property with respect to such Inventions (“Arising IP”); and (ii) all Deliverables and Results.