Collaboration Technology. XOMA shall own the entire right, title and interest in and to all XOMA Collaboration Technology (including all Patent Rights and other intellectual property rights thereto), and Alexion shall own the entire right, title and interest in and to all Alexion Collaboration Technology (including all Patent Rights and other intellectual property rights thereto). The Parties shall jointly own all Joint Collaboration Technology and, subject to the rights granted each Party under this Agreement, each Party may make, use, sell, keep or license its interest in Joint Collaboration Technology, and otherwise undertake all activities a sole owner might undertake with respect to such Joint Collaboration Technology, without the further consent of and without accounting to the other Party, throughout the world. Notwithstanding the foregoing, data generated by any clinical trials of Product shall be owned by Alexion; provided that XOMA shall be granted access rights to, and a license for such uses as may be reasonably necessary for the Development and Commercialization of any Product in a Future Indication as to which Alexion has Opted Out and not Opted Back In with respect to, such data, without any additional payment by XOMA.
Collaboration Technology. GSK shall be the sole owner of any Collaboration Technology invented solely by or on behalf of GSK personnel pursuant to the Research Program or any Early Development Program or any Candidate Commercialization Program, and GSK shall retain all of its rights, title and interest thereto, except to the extent that any rights or licenses are expressly granted thereunder by GSK to ChemoCentryx under this Agreement. ChemoCentryx shall be the sole owner of any Collaboration Technology invented solely by or on behalf of ChemoCentryx personnel pursuant to the Research Program or any Early Development Program, or any Product Candidate Commercialization Program and ChemoCentryx shall retain all of its rights, title and interest thereto, except to the extent that any rights or licenses are expressly granted thereunder to GSK under this Agreement. Any Collaboration Technology that is invented jointly by or on behalf of GSK and ChemoCentryx pursuant to the Research Program or an Early Development Program or any Product Candidate Commercialization Program shall be owned jointly by GSK and ChemoCentryx, and all rights, title and interest thereto shall be jointly owned by the Parties, except to the extent that any exclusive rights or licenses are expressly granted to a Party under this Agreement. Except as expressly provided in this Agreement, neither Party shall have any obligation to account to the other for profits, or to obtain any consent of the other Party to license or exploit patented jointly-owned subject matter, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the laws of any jurisdiction to require any such consent or accounting
Collaboration Technology. SPL shall have the right to prepare, file, prosecute and maintain in such countries as it deems appropriate in its discretion, at its own expense and upon appropriate consultation with Pharmacopeia, patent applications and patents, and to conduct any interferences, re-examinations, reissues, oppositions or requests for patent term extension or governmental equivalents thereto within the Collaboration Technology, and Pharmacopeia shall give reasonable cooperation in connection therewith, at SPL’s request and expense. SPL shall provide Pharmacopeia with copies of any new patent applications claiming Collaboration Technology which are proposed to be filed by SPL, as provided in Section 6.4.
1. In the event that SPL does not file a patent or patent application claiming an invention within such Collaboration Technology, or if it ceases to so prosecute, maintain, conduct any interferences, re-examinations, reissues, oppositions or requests for patent term extension or governmental equivalents thereto relating to such an invention, Pharmacopeia shall have the right, in its sole discretion, to undertake such activities at its own expense, and SPL shall give reasonable cooperation in connection therewith, at Pharmacopeia’s expense.
Collaboration Technology. Except as provided in Sections 10.4 and 10.5 and subject to Section 10.6, as between the Parties all right, title and interest to inventions and other subject matter (together with all intellectual property rights therein) conceived or created or first reduced to practice in connection with the exercise of rights or performance of obligations under this Agreement (collectively, “Collaboration Technology”) (i) by or under the authority of Pfenex or its Affiliates, independently of Agila and its Affiliates, shall be owned by Pfenex, (ii) by or under the authority of Agila or its Affiliates, independently of Pfenex and its Affiliates, shall be owned by Agila, and (iii) by personnel of Pfenex or its Affiliates and Agila or its Affiliates shall be jointly owned by Pfenex and Agila. Except as expressly provided otherwise in this Agreement, neither Party shall have any obligation to obtain any approval of the other Party for, nor pay the other Party any share of the proceeds from or otherwise account to the other Party for, the practice, enforcement, licensing, assignment or other exploitation of such jointly owned Collaboration Technology, and each Party hereby waives any right it may have under the Applicable Laws of any country to require such approval, sharing or accounting. Except as otherwise expressly provided hereunder, the Party that owns any particular Collaboration Technology shall, as between the Parties, have the sole and exclusive right to control the filing for, prosecution, maintenance and enforcement of any intellectual property rights therein in its sole discretion and any jointly owned Collaboration Technology will be prosecuted, maintained and enforced as determined by the intellectual property Subcommittee in accordance with the procedures set forth in Section 2.7.
Collaboration Technology. In the event that any specific ------------------------ clinical indication(s) cease(s) to be within the Field as provided in Section 2.5.3 above, then, at GenVec's request, Warner shall grant to GenVec licenses as set forth below for practice outside the Field:
(a) Warner will grant GenVec an exclusive (even as to Warner), worldwide, fully-paid, perpetual license (with the right to sublicense) under Warner's interest in any Collaboration Technology jointly owned by Warner and GenVec necessary or useful to make, have made, import, use, offer for sale and sell Collaboration Products, subject to Article 15, for indications other than those which Warner retains rights hereunder, and products other than Collaboration Products; and
(b) At GenVec's request, Warner will negotiate in good faith the terms of an exclusive, worldwide license to GenVec (with the right to sublicense) under Warner's interest in any Collaboration Technology owned solely by Warner, to make, have made, use, import, offer for sale and sell Product Configurations, subject to Article 15, which terms shall include the payment of a royalty to Warner on net sales of such products up to [*] of such net sales (such net sales to be calculated in accordance with Section 1.27 (with appropriate contextual adjustments) and GAAP), and other customary and reasonable terms to be agreed by the Parties.
(c) At GenVec's request, Warner will negotiate in good faith the terms of * to GenVec (with the right to sublicense) under Warner's interest in any Collaboration Technology owned solely by Warner, to make, have made, use, import, offer for sale and sell products other than Product Configurations, subject to Article 15, which terms shall include the payment of a royalty to Warner on net sales (such net sales to be calculated in accordance with Section 1.27 (with appropriate contextual adjustments) and GAAP) of such products up to * of such net sales, and other customary and reasonable terms to be agreed by the Parties.
Collaboration Technology. As set forth in Section 8.2.3, each Party shall be responsible for costs associated with the Prosecution and Maintenance of any Collaboration Patents that it owns solely. ChemoCentryx and GSK shall share equally the Patent Costs associated with the Prosecution and Maintenance of Patents claiming any jointly owned Collaboration Patents, unless the Parties otherwise agree.
Collaboration Technology. (a) [Reserved].
Collaboration Technology. SPL shall have the initial right, but not the obligation, to take reasonable legal action to enforce against infringements by Third Parties or defend any declaratory judgment action relating to any patent within the Collaboration Technology at its sole cost and expense. If, within six (6) months following receipt of notice of such infringement from Pharmacopeia (or written notice of a declaratory judgment action alleging invalidity or unenforceability of such Collaboration Technology), SPL does not take such action against a commercially significant infringement, Pharmacopeia shall, in its sole discretion, have the right, but not the obligation to take such action at its sole expense.
Collaboration Technology. Inventorship and rights of ownership of Collaboration Technology (whether or not patentable) shall be determined in accordance with United States laws of inventorship or the law of Maryland, as applicable.
Collaboration Technology. InterMune shall have the right, [ * ], to (i) prepare, file, prosecute and maintain Collaboration Patents directed to Hit Compounds, Lead Compounds and/or Products; pharmaceutical compositions containing a Hit Compound, Lead Compound, and/or a Product; and methods of making or using any of the foregoing; and (ii) conduct any interferences, re-examinations, reissues and oppositions relating thereto. InterMune shall keep Array fully informed as to the status of such patent matters, including without limitation, by providing Array the opportunity, as far in advance of filing dates as possible, to fully review and comment on any documents which will be filed in any patent office; reasonably considering Array’s comments thereon; and providing Array copies of any substantive documents relating to the Collaboration Patents that InterMune receives from patent offices promptly after receipt, including notice of all interferences, reissues, re-examinations, oppositions or requests for patent term extensions. InterMune may elect, upon thirty (30) days prior notice, to discontinue prosecution of any such patent applications and/or not to file or conduct any further activities with respect to such patent applications or patents. In the event InterMune declines to file or, having filed, fails to further prosecute or maintain any such patent applications or patents, or conduct any proceedings including, but not limited to, interferences, re-examinations, reissues, oppositions relating thereto, then Array shall have the right to prepare, file, prosecute and maintain such patent applications and patents in such countries as it deems appropriate, and conduct such proceedings, at its sole expense. In such case, InterMune shall promptly execute all necessary documents that may be required in order to enable Array to file, prosecute and maintain such patent applications and to conduct any such proceedings.
