Collaboration Inventions. Upon the identification of a Collaboration Invention, the JPC shall (i) promptly discuss such Collaboration Invention, (ii) promptly discuss the desirability of filing a United States patent application covering such Collaboration Invention, as well as any foreign counterparts, (iii) make the final decision with respect to any such filings as soon as practicable, and (iv) designate the Party to be responsible for the supervision of the preparation, filing and prosecution of such patent application by outside patent counsel reasonably acceptable to the JPC which such responsible Party shall, unless the Collaboration Invention is jointly owned by the Parties, be the Party which owns such Collaboration Invention. Such outside patent counsel shall be instructed to act in the best interests of both Parties taking into consideration their relative interests under this Agreement. The Party responsible for the preparation, filing, prosecution and maintenance of Collaboration Invention Patent Rights shall consult with the Joint Patent Committee on all material decisions related to the preparation, filing, prosecution and maintenance of such Collaboration Invention Patent Rights, and shall use diligent efforts to implement the decisions of the Joint Patent Committee. The Party responsible for the preparation, filing and prosecution of Collaboration Invention Patent Rights shall provide the other Party with a copy of any patent application related to such Collaboration Invention Patent Rights prior to filing such applications in any jurisdiction for review and comment by the other Party, shall consult with the other Party with respect to such application, and shall supply the other Party with notice of its filing date and serial number. The Party responsible for each patent application shall keep the other Party advised of the status of the actual and prospective patent filings, including, without limitation, the grant of any Collaboration Invention Patent Rights, and shall provide advance copies of any official filings or correspondence related to the filing, prosecution and maintenance of such patent filings for review and comment by the other Party. Any disputes between the Parties related to the preparation, filing, prosecution and maintenance of Collaboration Invention Patent Rights shall be brought to the attention of the JPC for resolution. The Party responsible for a patent application shall not cease the prosecution and/or maintenance of any such Collaborati...
Collaboration Inventions. Each Party shall promptly disclose to the other Party all Collaboration Inventions made by or on behalf of the disclosing Party. Each Party shall assign, and hereby assigns, to the other Party half of its rights, title and interest in and to the Collaboration Inventions. Each Party agrees to sign, execute and acknowledge or cause to be signed, executed and acknowledged, at the other Party’s expense, any and all documents and to perform such acts as may be reasonably requested by such other Party for the purposes of perfecting the foregoing assignments. For clarity, the aforementioned acts do not include the undertaking of additional scientific experiments or studies or actions that could reasonably be performed by the requesting Party.
Collaboration Inventions. All Know-how and Collaboration Inventions arising hereunder which constitute joint inventions by employees of Elan and Biogen will be owned jointly by Elan and Biogen, and each Party shall retain an undivided one-half interest in and to such Know-how and Collaboration Inventions, including, without limitation, any patents resulting therefrom, with full ownership rights in and to any field and including the right to license and sublicense, subject to the provisions of Sections 8.1 and 8.2 above. The laws of the U.S. with respect to joint ownership of inventions shall apply in all jurisdictions giving force and effect to this Agreement. Each Party shall solely own all Collaboration Inventions arising under, in furtherance of, and as a direct result of, that Party's activities under this Agreement which are made (meaning that they are conceived prior to or during the Term and experimentation has been initiated in the course of the activities contemplated hereunder) solely by its employees or jointly with a Third Party, subject to Sections 8.1, 8.2 and 8.3 above and, with respect to inventions for which patent applications are filed, subject to the provisions of Section 11.4(c) below.
Collaboration Inventions. Subject to the licenses and other rights granted herein, including SpinCo’s assignment obligation in Section 3.2 with respect to Compound-Specific Technology:
(a) As between the Parties, the Company shall own all rights, title, and interests in and to the (i) Company Collaboration Know-How, (ii) the Company Collaboration Patent Rights, and (iii) the Compound-Specific Know-How and the Compound-Specific Patent Rights that are assigned to the Company or any of its Affiliates (or designees) pursuant to Section 3.2;
(b) As between the Parties, SpinCo shall own all rights, title, and interests in and to the SpinCo Collaboration Know-How, the SpinCo Collaboration Patent Rights, the SpinCo Platform Know-How, the SpinCo Platform Patent Rights and the SpinCo Improvements; and
(c) The Parties shall each own an equal, undivided interest in and to any and all Joint Collaboration Know-How and Joint Collaboration Patent Rights. Subject in the case of SpinCo to its exclusivity obligations under Section 3.6, each Party shall have the right to Exploit and license Third Parties to Exploit the Joint Collaboration Technology without a duty of seeking consent or accounting to the other Party.
Collaboration Inventions. The Parties contemplate the invention of Collaboration Inventions in the conduct of the Research Plan. The inventorship of Patents related to the Collaboration Inventions will be governed by the patent laws of the United States. Such Collaboration Inventions will be owned and assigned per the provisions of this Article 3.
Collaboration Inventions. Exelixis agrees to grant and hereby grants (on behalf of itself and its Affiliates) Genentech a worldwide, royalty-free license (including the right to grant and authorize sublicenses) to Collaboration Inventions (other than Collaboration [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Reagents, Collaboration Assays, or Licensed Products), including making (and having made), using and selling any such Collaboration Inventions, which license is (i) exclusive under the Yale Licensed IP and Collaboration IP, and (ii) non-exclusive under the Exelixis Know-How.
Collaboration Inventions. The entire right, title and interest in:
(a) ALNYLAM Technology Collaboration Inventions and ALNYLAM Therapeutic Collaboration Inventions shall be owned solely by ALNYLAM;
(b) MERCK Technology Collaboration Inventions and MERCK Therapeutic Collaboration Inventions shall be owned solely by MERCK;
(c) Joint Collaboration Inventions shall be owned jointly by ALNYLAM and MERCK; and
(d) In the event MERCK, solely or jointly with ALNYLAM, makes any discovery, improvement, or Invention with respect to a Therapeutic Collaboration Product after receiving the Opt-In Information for such Therapeutic Collaboration Product, and prior to the earlier of ALNYLAM's opt-out pursuant to Section 2.14.3.3.1 or the execution of a Therapeutic Collaboration Agreement or an ALNYLAM Product Agreement or a MERCK Product Agreement or the expiration or termination of the Therapeutic Collaboration Term, then MERCK shall assign the same to ALNYLAM and it shall be an "ALNYLAM-ASSIGNED THERAPEUTIC COLLABORATION INVENTION" and shall be included within the definition of an ALNYLAM Therapeutic Collaboration Invention. In the event ALNYLAM, solely or jointly with MERCK, makes any discovery, improvement, or Invention with respect to a MERCK Non-Druggable Target after receiving the Initial MERCK Non-Druggable Target Information for such MERCK Non-Druggable Target, and prior to its election either: (i) to select such MERCK Non-Druggable Target as a MERCK RNAi Novel Target or (ii) to decline to do so and ALNYLAM's return to MERCK of all information and materials relating to the MERCK Non-Druggable Target (as provided in Section 2.14.2), then ALNYLAM shall assign the same to MERCK and it shall be a "MERCK-ASSIGNED THERAPEUTIC COLLABORATION INVENTION" and shall be included within the definition of a MERCK Therapeutic Collaboration Invention. ALNYLAM shall promptly disclose to MERCK the development, making, conception or reduction to practice of ALNYLAM Technology Collaboration Inventions and Joint Collaboration Inventions and MERCK shall promptly disclose to ALNYLAM the development, making, conception or reduction to practice of MERCK Technology Collaboration Inventions and Joint Collaboration Inventions.
Collaboration Inventions. All rights to Collaboration Inventions shall be allocated as follows:
Collaboration Inventions. All Know-how and Collaboration Inventions arising hereunder which constitute joint inventions by employees of ICOS and Biogen under the laws of the United States will be owned jointly by ICOS and Biogen, and each Party shall retain [ * ] and to such Know-how and Collaboration Inventions, including, without limitation, any patents resulting therefrom, with full ownership rights in and to any field and including the right to license and sublicense, subject to the provisions of Sections 8.1 and 8.2 above. The laws of the United States. with respect to joint ownership of inventions shall apply in all jurisdictions, giving force and effect to this Agreement. Each Party shall solely own all Collaboration Inventions arising under, in furtherance of, and as a direct result of, that Party's activities under this Agreement which are made solely by its employees or jointly with a Third Party, subject to Sections 8.1, 8.2 and 8.3 above and, with respect to inventions for which patent applications are filed, subject to the provisions of Section 11.4(c).
Collaboration Inventions. Prior to the Effective Date of this Agreement, Nektar and BioXcel entered into a certain Collaborative Research Agreement, dated August 27, 2017 (“Research Agreement”). To the extent the ownership of intellectual property (including the rights of filing, prosecution, enforcement, maintenance and defense of any applicable Patent Rights) is related to the use of both the BioXcel Compound and the Nektar Compound, to the use of the BioXcel Compound, the Nektar Compound and the CPI Compound, or to a combination comprising the BioXcel Compound and the Nektar Compound, or a combination comprising the BioXcel Compound, the Nektar Compound and the CPI Compound, the Research Agreement is hereby superseded and replaced by the terms of this Agreement. All rights to Collaboration Inventions shall be allocated as follows:
(a) BioXcel Ownership. Subject to the terms of this Agreement, all BioXcel Study Inventions shall be owned solely by BioXcel, and BioXcel will have the full right to exploit such BioXcel Study Inventions without the consent of, or any obligation to account to, Nektar. Nektar shall assign and hereby assigns (and shall cause its Affiliates and contractors to assign) all right, title and interest in any BioXcel Study Inventions to BioXcel. Any assignments necessary to accomplish the foregoing are hereby made, and Nektar shall execute such further documents and provide other assistance as may be reasonably requested by BioXcel to perfect BioXcel’s rights in such BioXcel Study Inventions, all at BioXcel’s expense. BioXcel shall have the sole right but not the obligation to prepare, file, prosecute (including any proceedings relating to reissues, reexaminations, protests, interferences, oppositions, post-grant reviews or similar proceedings and requests for patent extensions) and maintain any BioXcel Study Patent Rights at its own expense.
