Inventor Remuneration. If, in respect of an invention underlying a Licensed Patent, any payment is owed from or after the Effective Time by Licensor or Licensee to any current or former employee who is, under the Law of any jurisdiction, entitled to such payment as a remuneration of such employee’s contribution to the invention (an “Employee Inventor Remuneration Entitlement”), the following shall apply:
(i) If and to the extent that the actions or events that give rise to an Employee Inventor Remuneration Entitlement are related exclusively to Licensee, Licensee shall indemnify and hold harmless Licensor from and against the Employee Inventor Remuneration Entitlements resulting from such actions or events. If and to the extent that the actions or events that give rise to an Employee Inventor Remuneration Entitlement are related exclusively to Licensor, Licensor shall indemnify and hold harmless Licensee from and against the Employee Inventor Remuneration Entitlements resulting from such actions and events. If and to the extent that the actions or events that give rise to an Employee Inventor Remuneration Entitlement are related both to Licensee and Licensor, then the Party who is not legally obligated to pay the Employee Inventor Remuneration Entitlements shall indemnify and hold harmless the other Party from and against the Employee Inventor Remuneration Entitlements resulting from such actions or events on a pro rata basis, taking into account the relative benefit from such actions and events to the Party not legally obligated to pay the Employee Inventor Remuneration Entitlements,
(ii) If the determination, adjustment, adaption or other assessment of an Employee Inventor Remuneration Entitlement is, or becomes after the Effective Time, the subject matter of: (x) any Proceeding; (y) any consultations, negotiations or agreement with the relevant employee or a body of employees; or (z) a unilateral decision of a Party (each of (x) through (z), including any appeals, a “Remuneration Assessment”), the Parties shall cooperate with respect to such Remuneration Assessment in good faith. The Party against which a Remuneration Assessment is made shall: (A) provide Notice to the other Party about, and offer the other Party reasonable opportunity to participate in, the Remuneration Assessment; (B) take the other Party’s reasonable comments and requests into due consideration; and (C) refrain from acknowledging or settling, agreeing to or unilaterally deciding on the relevant Employee In...
Inventor Remuneration. Company shall comply with all applicable country-specific inventor remuneration laws and regulations, including Article 6 of the Third Amendment of Chinese Patent Law associated with Company Patent Rights and Joint Patent Rights when inventor remuneration obligations are triggered by an employee of Company and/or its Affiliates, or a Third Party acting on behalf of Company and/or its Affiliates.
7.2 Interference, Derivation, Opposition, Reexamination, Reissue, Supplemental Examination, Inter Partes Review and Post-Grant Review Proceedings. [****]
Inventor Remuneration. Each Party shall, and shall cause the members of its respective Group to, reasonably cooperate with each other and shall use commercially reasonable efforts, on and after the Effective Time, to take, or cause to be taken, and without any further consideration, from and after the Effective Time to provide assistance and deliver, and cause to be delivered, all information, Contracts, reports, records and other materials reasonably necessary to determine and pay Inventor Remuneration, including (i) the Inventor Remuneration due to each such inventor, (ii) the calculations of such Inventor Remuneration, (iii) the last available contact information of each such inventor, (iv) when such Inventor Remuneration is or was due to be paid, (v) the milestones at which each such inventor was or is owed such Inventor Remuneration and the payments due at such milestones, and (vi) any pending or threatened Action arising out of such Inventor Remuneration. At the request of a Party, the other Parties shall, and shall cause the other members of their respective Groups to, reasonably cooperate to maintain such information as confidential, including by permitting such information to be provided directly to the inventor and permitting a Party or a member of its Group to directly compensate such inventor, and permitting such inventor to be subject to reasonable confidentiality arrangements.
Inventor Remuneration. Each Party shall comply with all applicable country-specific inventor remuneration laws and regulations, including Article 6 of the Third Amendment of Chinese Patent Law associated with such Party’s Patent Rights and Joint Patent Rights when inventor remuneration obligations are triggered by an employee of such Party and/or its Affiliates, or a Third Party acting on behalf of such Party and/or its Affiliates. 49 *Confidential Treatment Requested.
Inventor Remuneration. Each Party shall be responsible at its own expense for complying with all applicable country-specific inventor remuneration laws when inventor remuneration obligations are triggered by a Collaboration Invention made by an employee or other person acting on behalf of such Party and/or its Affiliates.
Inventor Remuneration. [***] shall comply with all applicable country-specific inventor remuneration laws and regulations when such inventor remuneration obligations are triggered by an employee of the [***], or a Third Party acting on behalf of the [***].
Inventor Remuneration. Company shall comply with all applicable country-specific inventor remuneration laws and regulations associated with Company Patent Rights and Joint Patent Rights when inventor remuneration obligations are triggered by an employee of Company and/or its Affiliates, or a Third Party acting on behalf of Company and/or its Affiliates. Merck shall comply with all applicable country-specific inventor remuneration laws and regulations associated with Joint Patent Rights when inventor remuneration obligations are triggered by an employee of Merck and/or its Affiliates, or a Third Party acting on behalf of Merck and/or its Affiliates.
Inventor Remuneration. Daré shall comply with all applicable country-specific inventor remuneration laws and regulations associated with Daré Owned Patents when inventor remuneration obligations are triggered by an employee of Daré or its Affiliates, or a Third Party acting on behalf of Daré or its Affiliates.
Inventor Remuneration. Cocrystal shall comply with all applicable country-specific inventor remuneration laws and regulations associated with Cocrystal Patent Rights and Collaboration Patent Rights when inventor remuneration obligations are triggered by an employee or contractor of Cocrystal or its Affiliates, or a Third Party acting on behalf of Cocrystal or its Affiliates. Merck shall comply with all applicable country-specific inventor remuneration laws and regulations associated with Cocrystal Patent Rights and Collaboration Patent Rights when inventor remuneration obligations are triggered by an employee or contractor of Merck or its Affiliates, or a Third Party acting on behalf of Merck or its Affiliates. For clarity, any applicable country-specific inventor remuneration paid by Merck or its Related Parties is not considered a payment subject to 5.4.5.
Inventor Remuneration. The Party to which the inventor/s is/are attributable shall be obliged to pay adequate inventor remuneration in line with statutory provisions. Such inventor remuneration may be taken into account when calculating Fair and Reasonable royalty fees under these Terms. Each Party who obtains a royalty-free license to use or exploit an invention shall pay the Party to which the inventor/s is/are attributable a Fair and Reasonable compensation fee for any inventors remuneration actually paid, as defined in the Project Contract.
