Collaboration Know-How Clause Samples
Collaboration Know-How. Within forty-five (45) days of the first day of each Calendar Quarter, the Company shall, at its own expense, provide Pfizer with a copy of the Collaboration Know-How generated during the previous Calendar Quarter. Such Collaboration Know-How shall be provided to Pfizer in the format set forth on Schedule 10.2 or such other format reasonably requested by Pfizer in writing at the Company’s cost and expense, unless such other format materially increases the Company’s costs and expenses, in which case, the Parties shall meet to agree upon an appropriate format in writing. For clarity, Pfizer shall have the right (but not the obligation) to add the Collaboration Know-How to the Pfizer Database, the Pfizer Restricted Databases and any other databases or systems that Pfizer or any of its Affiliates owns, controls or otherwise has access to (subject to Article 12).
Collaboration Know-How. The Collaboration Know-How shall be owned as follows:
(a) Any Collaboration Know-How that [*] shall be solely owned by XOMA and shall be deemed to be XOMA’s Confidential Information. Zydus hereby assigns, and shall cause its Affiliates and Sublicensees to assign, to XOMA all right, title and interest in and to such Collaboration Know-How.
(b) Any Collaboration Know-How that [*] shall be owned solely by Zydus and shall be deemed to be Zydus’ Confidential Information. XOMA hereby assigns, and shall cause its Affiliates and Sublicensees to assign, to Zydus all right, title and interest in and to such Collaboration Know-How.
(c) All Collaboration Know-How other than that described in subsection (a) or (b) above shall be jointly owned by the Parties. Each Party hereby assigns, and shall cause its Affiliates and Sublicensees to assign, to the other Party an undivided joint ownership in all right, title and interest in and to such Collaboration Know-How. Except to the extent either Party is restricted by the express terms of this Agreement, with respect to any Collaboration Know-How that is owned jointly by the Parties, each Party shall have the right to practice and exploit such Collaboration Know-How, with full rights to sublicense throughout the world, and without the duty of accounting to or any duty to seek consent from the other Party, and upon the reasonable request of either Party, the other Party shall execute documents that evidence or confirm the requesting Party’s right to engage in such activities.
(d) Each Party shall take all reasonable actions requested by the other Party to perfect or separately document the other Party’s ownership interest rights in the Collaboration Know-How as provided for in this Agreement, including by causing its and its applicable Affiliates’ and Sublicensees’ employees and agents to execute appropriate assignment documents, and the requesting Party shall not be required to pay any remuneration to the other Party or its Affiliates or Sublicensees, or any of their employees, or agents, for the execution of any assignments or other papers pursuant to this Section 9.1. For clarity, each Party (directly or through its applicable Affiliate or Sublicensee) shall be solely responsible for any compensation directly due to its and its Affiliates’ and Sublicensees’ employees and agents (i) in connection with the assignment of their respective rights to any Collaboration Know-How pursuant to this Agreement, or (b) the exploitation b...
Collaboration Know-How. All Collaboration Know-How shall be jointly owned regardless of inventorship, in accordance with the joint ownership rights United States patent law affords co-inventors. Accordingly, each Party may exploit or grant licenses under the Collaboration Know-How without the consent of the other Party or a duty of accounting to the other Party, except as otherwise expressly specified in this Agreement, including, without limitation, through the licenses granted pursuant to, and other obligations set forth in, Article 6, the obligations and rights set forth in Article 11, and the cost and profit sharing, royalties, and associated accounting set forth in Article 7.
Collaboration Know-How. Subject to the terms and conditions set forth in this Agreement, including the licenses granted in Section 2.1.1 (License Grants to Sobi) and Section 2.1.2 (License Grants to Apellis):
(a) each Party will own all rights, title, and interests in and to any and all Collaboration Know-How made, invented, conceived, discovered, developed, or otherwise generated solely by or on behalf of such Party or its Affiliates, Subcontractors or (with respect to Sobi) Sublicensees or (with respect to Apellis) sub/licensees and any and all Patent Rights Covering or claiming any such Collaboration Know-How;
(b) the Parties will jointly own any and all Joint Technology, and, subject to the licenses granted hereunder, each Party is entitled to practice the Joint Technology for all purposes on a worldwide basis and to license such Joint Technology through multiple tiers without the consent of the other Party (and, where consent is required by Applicable Law, such consent is deemed hereby granted) and without a duty of accounting to the other Party. Each Party will grant and hereby does grant to the other Party all further permissions, consents, and waivers with respect to, and all licenses under, the Joint Technology throughout the world necessary to provide the other Party with full rights of Exploitation of the Joint Technology; and
(c) for purposes of the foregoing allocation of ownership, determinations of inventorship will be made in accordance with U.S. patent law, regardless of where the invention was made.