EXPLOITATION OF JOINT INVENTIONS Sample Clauses

EXPLOITATION OF JOINT INVENTIONS. Subject to any provision of this Agreement to the contrary, each of the Parties shall be free to exploit any invention conceived or reduced to practice during the course of the performance of activities pursuant to this Agreement and that is jointly owned by the Parties without payment of any additional compensation to the other Party; PROVIDED, HOWEVER, that either Party may only sell, license or otherwise transfer its rights in any such invention without the consent of the other Party in a manner that is consistent with the licenses granted pursuant to this Agreement and is otherwise consistent with this Agreement.
Sample 1
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EXPLOITATION OF JOINT INVENTIONS. Subject to the grant of licenses to Aventis and to Millennium under Article II, respectively, each of the Parties shall be free to exploit any Joint Inventions within the Territory without payment of any additional compensation to the other Party. Notwithstanding the foregoing, Aventis agrees not to utilize, directly or indirectly, any Joint Inventions made in the course of activities under this Agreement in the Prohibited Field.
Sample 1
EXPLOITATION OF JOINT INVENTIONS. (i) as to the Treatment of Spinal Disorders Outside of Licensed Field; and (ii) if One or More Licenses no Longer Exists under Section 5.3. The Parties agree neither Party may practice, sell, license or otherwise grant rights to or exploit, or pursue infringers of, Joint Inventions: (i) [***] without the prior written consent of the other Party, which consent may not be unreasonably withheld. It is agreed that it shall not be unreasonable for a Party to refuse its consent to any such practice, sale, license or other grant of rights or exploitation, or pursuit of infringers, if the other Party Provider does not propose to share the economic benefits of such practice, sale, license or other grant of rights or exploitation equally with the Party whose consent is required.
Sample 1
EXPLOITATION OF JOINT INVENTIONS. Subject to any provision of this Agreement to the contrary, each of the Parties shall be free to exploit any invention conceived or reduced to practice during the course of the performance of activities pursuant to this Agreement and that is jointly owned by the Parties without payment of any additional compensation to the other Party; provided THAT either Party may only sell, license or otherwise transfer its rights in any such invention without the consent of the other Party in a manner that is consistent with the licenses granted pursuant to this Agreement and is otherwise consistent with this Agreement. Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions.
Sample 1
EXPLOITATION OF JOINT INVENTIONS. 1Upon request of Tokyo Tech, the Collaborator shall inform Tokyo Tech of its intention of exploiting for itself or causing its affiliates to exploit the Joint Inventions either on an exclusive basis or on a non-exclusive basis. If the Collaborator has an intention of doing so, Tokyo Tech shall grant the Collaborator a right to exploit for itself or to cause its affiliates to exploit the Joint Invention either on an exclusive basis or on a non-exclusive basis respectively under such terms and conditions as set forth in Paragraphs 7.2 and 7.3 below and any other terms and conditions as agreed upon from time to time by Tokyo Tech and the Collaborator or its affiliates.
Sample 1
EXPLOITATION OF JOINT INVENTIONS. 6.1 AAE shall be entitled to use and fully exploit any and all Joint Inventions, provided, however, that AAE shall be obliged to retain the ------------------- services of COGNIS for the manufacturing of the products based on Joint Inventions (hereinafter referred to as the "New Products"), further, -------- provided that in case AAE and COGNIS are not able to agree in good faith on -------- the prices and/or delivery terms for the New Products to be delivered by COGNIS, then AAE shall, at their discretion, either pay to COGNIS a running royalty fee of (* of the gross sales made on) of the New Products, or stop using the Joint Inventions and Joint Patents, further, provided that AAE ----------------- shall be entitled to exploit the Joint Inventions without any restrictions if and when COGNIS abandons to manufacture and sell the New Products. AAE shall inform COGNIS about the premises where the New Products are used and the extension of the usage. COGNIS shall have the right to enter and inspect any premises where AAE is using the New Products. 6.2 In any territory where AAE choose not to exploit any of the Joint Inventions, AAE shall grant the right of exploitation to Cognis save that if AAE subsequently wish to exploit the Joint Inventions in such a territory the exclusivity of exploitation shall return to AAE. The right of exploitation shall be by way of a licence or an assignment for a sum to be agreed. 6.3 The royalty fees payable pursuant to Article 6.1 shall be computed for each quarter year and paid within one (1) month after the end of the respective quarter year.
Sample 1
EXPLOITATION OF JOINT INVENTIONS. Neither party shall have any obligation to account to the other for profits, or to obtain any approval of the other party to license or exploit a Joint Invention, by reason of joint ownership of any invention; provided, however, that Evergreen shall have the exclusive right to exploit the Joint Inventions in the field of String Ribbon Technology and REC shall have exclusive rights to exploit the Joint Inventions in the field of CAST Wafer processes. For purposes of this Agreement, an invention shall be considered "made" by the party whose personnel are inventors with respect to such invention under the patent laws of the jurisdiction of the particular patent rights in such invention.
Sample 1
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EXPLOITATION OF JOINT INVENTIONS. Subject to the grant of licenses to Aventis and to Millennium under Article II and IV, respectively, each of the Parties shall be free to exploit any Joint Inventions within the Territory without payment of any additional compensation to the other Party. Notwithstanding the foregoing, Aventis agrees (i) not to utilize any Joint Inventions made in the course of the co-development activities of the Parties pursuant to Section 3.2(d)(iii) in the Prohibited Field, and (ii) that it shall sublicense any such Joint Inventions only in accordance with the provisions of Sections 2.1(a), (b), (e) and (f).
Sample 1

Related to EXPLOITATION OF JOINT INVENTIONS

  • Joint Inventions For Subject Inventions conceived or first actually reduced to practice under this Agreement that are joint Subject Inventions made by CONTRACTOR and USER, each Party shall have the option to elect and retain title to its undivided rights in such joint Subject Inventions.

  • Joint Technology The Parties agree that, in order to effectuate the provisions of Section 4.4.2, subject to any exclusive licenses granted hereunder, (a) the non-use provisions of this Article 9 shall not apply to each Party’s use of Joint Technology, and (b) each Party may disclose the Joint Technology to Third Parties who are under terms of confidentiality no less strict than those contained in this Agreement.

  • INTELLECTUAL PROPERTY RIGHTS - INVENTION AND PATENT RIGHTS A. General 1. NASA has determined that 51 U.S.C. § 20135(b) does not apply to this Agreement. Therefore, title to inventions made (conceived or first actually reduced to practice) under this Agreement remain with the respective inventing party(ies). No invention or patent rights are exchanged or granted under this Agreement, except as provided herein.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Patent Rights The State and the U. S. Department of Transportation shall have the royalty free, nonexclusive and irrevocable right to use and to authorize others to use any patents developed by the Engineer under this contract.

  • Intellectual Property, Inventions and Patents Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to Parent’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Company and its Subsidiaries, whether before or after the date of this Agreement (“Work Product”), belong to Parent, the Company or such Subsidiary. Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

  • Inventions and Patents For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.

  • Licensed Patents 9.1.1 Oculis shall be responsible for and shall have the exclusive right with respect to, the preparation, filing, prosecution, protection, maintenance and enforcement of all Patent Rights in respect of the Licensed Technology in its discretion using its patent counsel. Oculis shall consult with Accure with respect thereto, supply Accure with a copy of the application as filed, together with notice of its filing date and serial number; and keep Accure advised of the status of actual and prospective Patent Right filings, including office actions, and keep Accure informed about and provide copies of all the relevant information exchanged between Oculis and the different Industrial or Intellectual Property Registration Offices regarding the prosecution, maintenance, defense and enforcement of the Licensed Patents. The cost and expense of filing, prosecuting, maintaining and enforcing all Licensed Patents shall be borne by Oculis. Accure shall, and hereby procures its personnel will, provide all requested information and perform all acts reasonably requested by Oculis in connection with the prosecution, maintenance, defense or enforcement of the Licensed Technology. Without limiting the foregoing, Accure and its Affiliates may not file for further Patent Rights relating to Licensed Technology. 9.1.2 Should Oculis not be interested in the prosecution, defense and maintenance of any or all of the Licensed Patents, and/or Xxxxxx decides not to pay all reasonable and necessary expenses with respect to the prosecution, defense or maintenance of any Licensed Patent before any upcoming deadline, Oculis shall give reasonable advance notice to Accure (no less than [***]), and subsequent to such notice Accure shall act as it deems appropriate in connection with the prosecution, defense and maintenance of the Licensed Patents at their discretion and at their own cost. As from such notification, Oculis shall not be responsible for costs associated with such Licensed Patents, and, where such notification is provided following such time as Xxxxxx assumes responsible for performing patenting matters as set forth above, Oculis shall not be responsible for the preparation, filing, prosecution, protection and maintenance of the mentioned Licensed Patents and such Patent Rights shall cease to be Licensed Patents and the provisions of Agreement shall be of no further effect with respect to such patent and/or country of the Territory.

  • Joint Patents With respect to any potentially patentable Joint Invention, the Parties shall meet and agree upon which Party shall prosecute and maintain Patent applications covering such Joint Invention (any such Patent application and any Patents issuing therefrom, a “Joint Patent”) in particular countries and jurisdictions throughout the world. Unless otherwise agreed by the Parties, Xxxxxx will prosecute and maintain any Joint Patents in the Licensed Territory, and Onconova will prosecute and maintain the Joint Patents outside the Licensed Territory, subject to the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient, and harmonious as possible. The Parties ** all expenses of filing, prosecuting and maintaining such Joint Patents. The Party that prosecutes a Joint Patent (the “Prosecuting Party”) shall provide the other Party the opportunity to review and comment on any and all such prosecution efforts regarding the applicable Joint Patent in the particular jurisdictions, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts; provided that the Prosecuting Party shall have final control over such prosecution efforts after reasonably considering the other Party’s comments, if any. The Prosecuting Party shall provide the other Party with a copy of all material communications from any Patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with any duty of candor and/or duty of disclosure requirements of any Patent authority. Except to the extent a Party is restricted by the licenses granted by such Party to the other Party under the terms of this Agreement, and/or the other covenants contained in this Agreement, each Party shall be entitled to practice, and grant licenses to Third Parties and Affiliates of such Third Parties to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall consent and hereby consents, without additional consideration, to any and all such licenses.

  • Patents and Inventions The Contractor shall promptly and fully report to the Department any discovery or invention arising out of or developed in the course of performance of this Agreement. If the services under this Agreement are supported by a federal grant of funds, the Contractor shall promptly and fully report to the federal government for the federal government to make a determination as to whether patent protection on such invention shall be sought and how the rights in the invention or discovery, including rights under any patent issued thereon, shall be disposed of and administered in order to protect the public interest.

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