Intellectual Property Ownership and Protection. 8.1 In the event that any Programme Intellectual Property arises, it shall be the property of PTC. Any Programme Patents arising from such Programme Intellectual Property shall be applied for in the name of PTC. PTC shall have the first option to take responsibility for seeking and maintaining protection for Programme Intellectual Property in consultation with the RSG at PTC’s sole cost, including the filing, conduct, prosecution and maintenance of all patents arising in respect of Programme Inventions.
8.2 If PTC chooses not to pursue filing, prosecution or maintenance of any Programme Patents in any country, it shall immediately notify the Trust of this fact in writing. The Trust shall be entitled, but not obliged, at its own cost, to pursue or maintain such Programme Patents in the relevant country or countries in PTC’s name and PTC shall provide such assistance to the Trust at the Trust’s sole cost as may reasonably be required by the Trust in order to do so.
8.3 Without prejudice to the terms of this Clause 8.3, PTC shall (and shall procure that the Principal Investigator shall) execute such further documents, take such action and do such things as may be reasonably requested by the Trust at the Trust’s cost to secure the right of the Trust to protect, maintain, manage, defend, enforce and exploit the Programme Intellectual Property referred to in this Clause 8 and Clauses 9, 10, 11 and 12 below.
8.4 PTC shall make the Background Intellectual Property available for use in the Programme and for the protection, development and exploitation of the Programme Intellectual Property. PTC shall, unless otherwise agreed, retain responsibility for seeking and maintaining protection for the Background Intellectual Property at its own cost. If PTC chooses not to pursue filing, prosecution, maintenance, defence or enforcement of any patent rights that are Background Intellectual Property in any country, they shall give the Trust at least [**] months’ notice of this fact in writing. During the [**]-month notice period, PTC shall continue to seek and maintain such patent rights. The Trust shall be entitled, but not obliged, at its own cost, to assume responsibility (on behalf of PTC) for filing, prosecuting, maintaining, defending or enforcing such patent rights in the relevant country or countries in PTC’s name and PTC shall provide such assistance to the Trust at the Trust’s cost as may reasonably be required by the Trust in order to do so.
Intellectual Property Ownership and Protection. 7.1 Principal Investigator shall provide to University and Sponsor a complete written disclosure of any University Intellectual Property or Joint Intellectual Property conceived and/or made during the Agreement Term in performance of the Project. Sponsor shall advise University in writing, no later than thirty (30) days after receipt of such disclosure, whether it requests University to file and prosecute a patent, copyright, or other intellectual property application related to such University Intellectual Property or Joint Intellectual Property. If Sponsor does not request University to file and prosecute such patent applications (or decides not to continue with prosecution or maintenance of applications), University may proceed (or continue) with such preparation and prosecution at its own cost and expense; but such patent applications shall be excluded from Sponsor’s option under Article 8.
7.2 University shall control the preparation and prosecution of all patent applications and the maintenance of all patents related to University Intellectual Property or Joint Intellectual Property. Sponsor shall reimburse University upon receipt of invoice for all documented expenses incurred in connection with the filing and prosecution of the patent applications and maintenance of patents that Sponsor has requested University to prosecute under Article 7.1.
7.3 The preparation, prosecution, and maintenance of copyright, trademark and other intellectual property applications for the University Intellectual Property shall also be subject to the provisions of this Article 7.
7.4 All rights and title to University Intellectual Property shall belong to University and shall be subject to the terms and conditions of this Agreement.
7.5 Joint Intellectual Property shall be jointly owned by the parties and shall be subject to the terms and conditions of this Agreement.
7.6 All rights and title to Sponsor Intellectual Property shall belong to Sponsor and shall not be subject to the terms and conditions of this Agreement.
Intellectual Property Ownership and Protection. Grantee agrees that any inventions, discoveries, creations (including without limitation software, writings, drawings and other works), improvements, confidential information or other intellectual property that he or she may develop or create, or assist in developing or creating, during his or her employment with the Company, whether or not patentable or eligible for copyright, that relate to the actual, planned, or foreseeable business or other activities of the Company, or that result from his or her work for the Company, are the exclusive property of the Company. Grantee agrees to disclose promptly such property to the Company and will, both during and after his or her employment, and without additional compensation, execute all assignments and other documents and do all things reasonably necessary to secure and enforce U.S. and foreign intellectual property rights for the Company, including patents and copyrights. Grantee is not obligated to assign any intellectual property to Company that Grantee created prior to Grantee's employment with the Company. To avoid any confusion, Grantee must identify in writing on Attachment A [MAKE SURE APPROPRIATE ATTACHMENT IS REFERENCED] any such intellectual property that has not been patented or published and forward it along with this letter.
Intellectual Property Ownership and Protection. Optionee agrees that any inventions, discoveries, creations (including without limitation software, writings, drawings and other works), improvements, confidential information or other intellectual property that he or she may develop or create, or assist in developing or creating, during his or her employment with the Company, whether or not patentable or eligible for copyright, that relate to the actual, planned, or foreseeable business or other activities of the Company, or that result from his or her work for the Company, are the exclusive property of the Company. Optionee agrees to disclose promptly such property to the Company and will, both during and after his or her employment, and without additional compensation, execute all assignments and other documents and do all things reasonably necessary to secure and enforce U.S. and foreign intellectual property rights for the Company, including patents and copyrights. Optionee is not obligated to assign any intellectual property to Company that Optionee created prior to Optionee's employment with the Company. To avoid any confusion, Optionee must identify in writing on Attachment A any such intellectual property that has not been patented or published and forward it along with this letter.
Intellectual Property Ownership and Protection. 6.1 Prosecution and Maintenance of Patent Rights
(a) Owner shall be responsible for preparing, filing, prosecuting, obtaining and maintaining, at its cost and discretion, and acting through patent attorneys or agents agreed upon between Owner and Permitted Sublicensee, all Patent Rights in the Territory.
(b) Licensee agrees that it and its Affiliates will not at any time during or after the Term directly or indirectly challenge, or assist any Person in challenging, any of the Patent Rights.
Intellectual Property Ownership and Protection. (a) Owner specifically acknowledges that the rights granted to it pursuant to this Agreement shall not prevent or prohibit the Name Owner or any licensee of Name Owner from commercializing or otherwise utilizing (and retaining all profits from) the Protected Name in any endeavor other than as specifically set forth herein.
(b) Nothing contained in this Agreement shall be construed to confer upon Owner or to vest in Owner any right of ownership to the Protected Name. At no time shall Owner directly or indirectly attempt to register or cause to be registered any rights in the Protected Name or in any names, marks, logos or other materials identical or substantially or confusingly similar to any of the materials comprising the Protected Name (including any intuitive variations thereof), anywhere in the world. It is understood and agreed that Owner shall not acquire and shall not claim any title to the Protected Name by virtue of the license granted to Owner, or through Owner’s use of the Protected Name. Owner further agrees, to the fullest extent permitted by law, not to institute or participate in any proceedings which challenge the validity of: (i) the Protected Name or (ii) the Name Owner’s ownership thereof.
(c) Owner shall use commercially reasonable efforts to assist Name Owner, at Name Owner’s sole cost and expense and upon written request, to obtain any trademark registrations or other proprietary documents desired by Name Owner in connection with the Protected Name, without limitation, by executing any instruments, acknowledgments, assignments or similar documents Name Owner deems necessary or advisable to confirm or effectuate Name Owner’s ownership of said subject matter.
(d) Owner shall use commercially reasonable efforts to promptly advise Name Owner of any infringement, unauthorized use or misuse of the Protected Name that Owner discovers (“infringement”). Upon the written request of Name Owner, Owner shall forward to the party responsible for any such infringement, a warning letter in a form submitted by Name Owner in respect of the infringement. Owner agrees to use commercially reasonable efforts to assist and cooperate with Name Owner, at Name Owner’s sole cost and expense, in terminating infringing uses, including the furnishing of documentary evidence or evidentiary materials which Name Owner requires for the purpose of terminating such uses. In addition, Owner undertakes to use commercially reasonable efforts to assist and cooperate with N...
Intellectual Property Ownership and Protection. Optionee agrees that any inventions, discoveries, creations (including without limitation software, writings, drawings and other works), improvements, confidential information or other intellectual property that he or she may develop or create, or assist in developing or creating, during his or her employment with the Company, whether or not patentable or eligible for copyright, that relate to the actual, planned, or foreseeable business or other activities of the Company, or that result from his or her Optionee Optionee agrees to disclose promptly such property to the Company and will, both during and after his or her employment, and without additional compensation, execute all assignments and other documents and do all things reasonably necessary to secure and enforce U.S. and foreign intellectual property rights for the Company, including patents and copyrights. Optionee agrees that Optionee will hold in confidence and will not, during or after his or her employment, disclose or use for the benefit of any person or entity other than Company, any Company confidential information that was developed or received during his or her employment. “Company confidential information” shall include all trade secrets, research and development information, product and marketing plans, business or legal strategies, personnel or financial data, product and service specifications, prototypes, software, customer lists and other confidential information or materials of Company or of others with whom Company has a confidential relationship. Optionee will promptly return all such information and materials to Company when his or her employment ends. If Optionee fails to comply with the provisions of this paragraph 8, Optionee shall forfeit the Option to the extent the Option has not Vested, unless the Committee determines otherwise. Such forfeiture is in addition to any other remedies available to the Company. The parties intend that the protection afforded to the Company under this section shall also benefit a Related Entity of the Company.
Intellectual Property Ownership and Protection. 6.1 Prosecution and Maintenance of Patent Rights
(a) Subject to Section 4.2, Owners shall be responsible for preparing, filing, prosecuting, obtaining and maintaining, at its cost and discretion, and acting through patent attorneys or agents agreed upon between Owners and Licensee, all Patent Rights in the Territory.
(b) Owners shall provide to the Licensee a written report, not later than June 30 and December 31 of each calendar year, detailing the status of each of the Patent Rights, including evidence that each of the Patent Rights is subsisting.
(c) Owners shall not abandon any of the Patent Rights without prior written notice of at least 45 days to Licensee. Owners shall offer to assign to Licensee any Patent Rights that Owners intends to abandon at least 45 days prior to the date of abandonment.
(d) Licensee agrees that it and its Affiliates will not at any time during or after the Term directly or indirectly challenge, or assist any Person in challenging, any of the Patent Rights.
Intellectual Property Ownership and Protection. 8.1 Results obtained outside of the Co-operative activity Each party retains exclusive ownership of its intellectual property utilized in and the results of the research and development activities it has carried out before the date of this agreement. Each party will also retain exclusive ownership of intellectual property it develops or acquires and results of research and development activities it has undertaken outside of the Co-operative activity. Each party may gratuitously contribute the use of its intellectual property and knowledge for the realization of work carried out within the scope of the Co-operative activity.
8.2 Results obtained within the Co-operative activity Results obtained from the Co-operative activity remain the property of both parties. Should any party wish to protect results obtained within the Co-operative activity, it must advise, in writing, the other party, which must inform whether it wants to protect said results. Absence of response [**] after the date of receipt of such notice is understood as refusal to participate in protection of results, in which case the remaining party may deposit results for protection. Notwithstanding anything to the contrary, Dipartimento di Biologia agrees and does hereby grant to NOVIRIO Pharmaceuticals Limited the right of first patent filing on results susceptible to patenting in its own and the Dipartimento di Biologia Sperimentale name and at NOVIRIO Pharmaceuticals Limited own expenses, allowing further investment needed to perform full development within the most appropriate time frame and substantial additional investment necessary for product to seek for approval with health registration. In the event NOVIRIO Pharmaceuticals Limited elects not to: (i) file a first patent and corresponding patents; (ii) continue procedures in view of obtaining said patents; or (iii) maintain said patents in effect, NOVIRIO SARL agrees to inform the Dipartimento di Biologia Sperimentale, as soon as practicable after such election and in a time period reasonably believed to be sufficient, to allow the latter to accomplish all necessary formalities for the filing and maintaining, as the case may be, of patents in its own name, if it wishes to do so. Each party agrees to cause:
(i) all patents to mention the name of the inventor (unless requested otherwise) in accordance with current legal dispositions regarding deposit of patents; and
(ii) its staff, mentioned as inventors, to sign and accomplish all necessa...
Intellectual Property Ownership and Protection. A. Section 5.2 shall be stricken in its entirety and replaced with the following:
