Common use of Inventions and Intellectual Property Clause in Contracts

Inventions and Intellectual Property. 9.1 All rights and title to Intellectual Property arising from the development under the Project, conceived solely by UNH employees, shall be assigned to UNH, and all Intellectual Property conceived solely by the COMPANY employees shall be assigned to COMPANY. For Intellectual Property that is conceived jointly by UNH and COMPANY employees, UNH and COMPANY will hold joint title. 9.2 Upon notice, UNH will offer COMPANY the option of a worldwide, royalty-bearing license to UNH’s Intellectual Property or UNH’s rights in joint Intellectual Property as defined in Article 8.1, to make, have made, use and sell (in a designated field of use, where appropriate) the products embodying or produced through the use of UNH’s Intellectual Property or joint Intellectual Property at reasonable terms and conditions as the parties may agree; except to the extent of any rights required to be granted to the Government of the United States of America pursuant to 35 U.S.C. §§200-211. This Option shall expire ninety (90) days after UNH’s written disclosure of the UNH Intellectual Property or UNH’s interest in jointly developed Intellectual Property to COMPANY. If within ninety (90) days from the option exercise after good faith negotiations parties fail to reach an agreement on the license terms, or if COMPANY decides to forgo the option, UNH shall be free to offer commercial license rights to any third party or to dispose of its Intellectual Property or other rights resulting therefrom in any other way it deems appropriate. 9.3 COMPANY will reimburse UNH for all costs associated with obtaining and maintaining UNH patent rights. Provided, however, if COMPANY decides that it is not appropriate to apply for UNH patent rights, COMPANY shall have no obligation to reimburse UNH for such costs and in such event the option granted under previous paragraph to COMPANY by UNH shall lapse in respect to the UNH patent rights for which COMPANY declines to reimburse the cost to UNH. UNH shall also have the right to obtain patent protection on its own and at its own expense for joint patent rights in the names of UNH and COMPANY in case COMPANY decides not to support such filings, in which event the option granted under previous paragraph to COMPANY by UNH shall lapse in respect to UNH’s rights under joint patent rights. 9.4 [As Applicable] This project is partially funded by the National Science Foundation (NSF). Under the Xxxx-Xxxx act (37 CFR 401) any inventions or discoveries made by UNH, either individually or jointly, on this project will be disclosed to NSF and a royalty free, non-exclusive, non-transferable license will be given to the United States government to practice or have practiced the patent. UNH shall be responsible for compliance and reporting per 35 U.S.C. §§ 200-211.

Inventions and Intellectual Property. 9.1 8.1 All rights and title to Intellectual Property arising from the development under the Project, conceived solely by UNH employees, shall be assigned to UNH, and all Intellectual Property conceived solely by the COMPANY employees shall be assigned to COMPANY. For Intellectual Property that is conceived jointly by UNH and COMPANY employees, UNH and COMPANY will hold joint title. 9.2 8.2 Upon notice, UNH will offer COMPANY the option of a worldwide, royalty-bearing license to UNH’s Intellectual Property or UNH’s rights in joint Intellectual Property as defined in Article 8.1, to make, have made, use and sell (in a designated field of use, where appropriate) the products embodying or produced through the use of UNH’s Intellectual Property or joint Intellectual Property at reasonable terms and conditions as the parties may agree; except to the extent of any rights required to be granted to the Government of the United States of America pursuant to 35 U.S.C. §§200-211. This Option shall expire ninety (90) days after UNH’s written disclosure of the UNH Intellectual Property or UNH’s interest in jointly developed Intellectual Property to COMPANY. COMPANY shall have forty-five (45) days after the expiration of the Project Period to exercise this option. If within ninety (90) days from the option exercise after good faith negotiations parties fail to reach an agreement on the license terms, or if COMPANY decides to forgo the option, UNH shall be free to offer commercial license rights to any third party or to dispose of its Intellectual Property or other rights resulting therefrom in any other way it deems appropriate. 9.3 8.3 COMPANY will reimburse UNH for all costs associated with obtaining and maintaining UNH patent rights. Provided, however, if COMPANY decides that it is not appropriate to apply for UNH patent rights, COMPANY shall have no obligation to reimburse UNH for such costs and in such event the option granted under previous paragraph to COMPANY by UNH shall lapse in respect to the UNH patent rights for which COMPANY declines to reimburse the cost to UNH. UNH shall also have the right to obtain patent protection on its own and at its own expense for joint patent rights in the names of UNH and COMPANY in case COMPANY decides not to support such filings, in which event the option granted under previous paragraph to COMPANY by UNH shall lapse in respect to UNH’s rights under joint patent rights. 9.4 8.4 [As Applicable] This project is partially funded by the National Science Foundation (NSF). Under the Xxxx-Xxxx act (37 CFR 401) any inventions or discoveries made by UNH, either individually or jointly, on this project will be disclosed to NSF and a royalty free, non-exclusive, non-transferable license will be given to the United States government to practice or have practiced the patent. UNH shall be responsible for compliance and reporting per 35 U.S.C. §§ 200-211.

Inventions and Intellectual Property. 9.1 10.1 All rights and title to Intellectual Property arising from the development under the Project, conceived solely by UNH employees, shall be assigned to UNH, and all Intellectual Property conceived solely by the COMPANY employees shall be assigned to COMPANY. For Intellectual Property that is conceived jointly by UNH and COMPANY employees, UNH and COMPANY will hold joint title. 9.2 10.2 Upon notice, UNH will offer COMPANY the option of a worldwide, royalty-bearing license to UNH’s Intellectual Property or UNH’s rights in joint Intellectual Property as defined in Article 8.110.1, to make, have made, use and sell (in a designated field of use, where appropriate) the products embodying or produced through the use of UNH’s Intellectual Property or joint Intellectual Property at reasonable terms and conditions as the parties may agree; except to the extent of any rights required to be granted to the Government of the United States of America pursuant to 35 U.S.C. §§200-211. This Option COMPANY shall expire ninety have forty-five (9045) days after UNH’s written disclosure the expiration of the UNH Intellectual Property or UNH’s interest in jointly developed Intellectual Property Project Period to COMPANYexercise this option. If within ninety (90) days from the option exercise after good faith negotiations parties fail to reach an agreement on the license terms, or if COMPANY decides to forgo the option, UNH shall be free to offer commercial license rights to any third party or to dispose of its Intellectual Property or other rights resulting therefrom in any other way it deems appropriate. 9.3 . COMPANY will reimburse UNH for all costs associated with obtaining and maintaining UNH patent rights. Provided, however, if COMPANY decides that it is not appropriate to apply for UNH patent rights, COMPANY shall have no obligation to reimburse UNH for such costs and in such event the option granted under previous paragraph to COMPANY by UNH shall lapse in respect to the UNH patent rights for which COMPANY declines to reimburse the cost to UNH. UNH shall also have the right to obtain patent protection on its own and at its own expense for joint patent rights in the names of UNH and COMPANY in case COMPANY decides not to support such filings, in which event the option granted under previous paragraph to COMPANY by UNH shall lapse in respect to UNH’s rights under joint patent rights. 9.4 [As Applicable] This project is partially funded by the National Science Foundation (NSF). Under the Xxxx-Xxxx act (37 CFR 401) any inventions or discoveries made by UNH, either individually or jointly, on this project will be disclosed to NSF and a royalty free, non-exclusive, non-transferable license will be given to the United States government to practice or have practiced the patent. UNH shall be responsible for compliance and reporting per 35 U.S.C. §§ 200-211.

Inventions and Intellectual Property. 9.1 10.1 All rights and title to Intellectual Property arising from the development under the Project, conceived solely by UNH employees, shall be assigned to UNH, and all Intellectual Property conceived solely by the COMPANY employees shall be assigned to COMPANY. For Intellectual Property that is conceived jointly by UNH and COMPANY employees, UNH and COMPANY will hold joint title. 9.2 10.2 Upon notice, UNH will offer COMPANY the option of a worldwide, royalty-bearing license to UNH’s Intellectual Property or UNH’s rights in joint Intellectual Property as defined in Article 8.1, to make, have made, use use, sell, and sell have sold (in a designated field of use, where appropriate) the products embodying or produced through the use of UNH’s Intellectual Property or joint Intellectual Property at reasonable terms and conditions as the parties may agree; except to the extent of any rights required to be granted to the Government of the United States of America pursuant to 35 U.S.C. §§200-211. This Option shall expire ninety (90) days after UNH’s written disclosure of the UNH Intellectual Property or UNH’s interest in jointly developed Intellectual Property to COMPANY. If within ninety (90) days from the option exercise after good faith negotiations parties fail to reach an agreement on the license terms, or if COMPANY decides to forgo the option, UNH shall be free to offer commercial license rights to any third party or to dispose of its Intellectual Property or other rights resulting therefrom in any other way it deems appropriateappropriate with no further obligation to COMPANY. 9.3 10.3 Under any option or license agreement, COMPANY will reimburse UNH for all costs associated with obtaining and maintaining UNH patent rights. Provided, however, if COMPANY decides that it is not appropriate to apply for UNH patent rights, COMPANY shall have no obligation to reimburse UNH for such costs and in such event the option granted under previous paragraph to COMPANY by UNH shall lapse in respect to the UNH patent rights for which COMPANY declines to reimburse the cost to UNH. UNH shall also have the right to obtain patent protection on its own and at its own expense for joint patent rights in the names of UNH and COMPANY in case COMPANY decides not to support such filings, in which event the option granted under previous paragraph to COMPANY by UNH shall lapse in respect to UNH’s rights under joint patent rights. 9.4 [As Applicable] This project is partially funded by . In the National Science Foundation (NSF). Under the Xxxxevent COMPANY does not wish to pay to support joint patent application filings or jointly-Xxxx act (37 CFR 401) any inventions or discoveries made by owned issued patents with UNH, either individually or jointly, on this project will be disclosed COMPANY shall assign its rights to NSF and a royalty free, non-exclusive, non-transferable license will be given to the United States government to practice or have practiced the patent. UNH shall be responsible for compliance and reporting per 35 U.S.C. §§ 200-211UNH.