Joint Collaboration Inventions. The Parties shall jointly own all rights, title, and interest in and to any and all Inventions that are not Affimed Inventions or Artiva Product Inventions, including all intellectual property rights therein (“Joint Collaboration Inventions”), and all Patents claiming any Joint Collaboration Invention (“Joint Collaboration Patents”). Each Party hereby assigns to the other Party such interest in such Joint Collaboration Inventions and Joint Collaboration Patents as necessary to vest joint ownership in the Parties. Except as expressly provided under this Agreement, unless otherwise agreed by the Parties on a commercially reasonable royalty or other compensation for the practice of such Joint Collaboration Inventions or any Joint Collaboration Patents, neither Party shall have any rights to license, assign or exploit its interests in any Joint Collaboration Invention or Joint Collaboration Patent anywhere in the world. [***].
Joint Collaboration Inventions. The term “Joint Collaboration Invention” shall refer to a Collaboration Invention that is not a Calico Collaboration Invention or a C4T Collaboration Invention or a Collaboration Product Invention and was made by an employee(s) of C4T or its Affiliates jointly with an employee(s) of the Calico Group.
Joint Collaboration Inventions. Each Party shall have the right to practice and to license to Third Parties any Joint Collaboration Inventions except to the extent either has Co-exclusive or exclusive rights hereunder, and/or under a Therapeutic Collaboration Product Agreement, an ALNYLAM Product Agreement or a MERCK Product Agreement; provided, however, that ALNYLAM does not have the right to license to Third Parties or to any Affiliate excluded under Section 3.1.8 any Joint Collaboration Invention for the purpose of target identification and/or target validation research except in a collaboration with Third Parties in which the primary purpose of such collaboration is the development of therapeutic products using RNA interference and, if RNAi Technology is developed therein for use in in vitro and/or in vivo target identification and/or target validation, then it may only be developed in the course of developing such therapeutic products.
Joint Collaboration Inventions. The Parties shall jointly own all Joint Collaboration Inventions, subject to the rights and licenses granted in Article 5. Subject to the licenses granted by one Party to the other under this Agreement, each Party retains full ownership rights (including as provided under 35 U.S.C. §262) in and to such Joint Collaboration Inventions, for any field, and including the right to license and sublicense, and to freely exploit, transfer or encumber its ownership interest, without the consent of, or payment or accounting to, the other Party. Each Party hereby waives any right it may have under the Applicable Law of any jurisdiction to require such payment, accounting, or consent with respect to Joint Collaboration Inventions. Each Party shall cooperate with the other Party to effectuate ownership of any Joint Collaboration Inventions, including as set forth in Section 8.3.3.
Joint Collaboration Inventions. With respect to Joint Collaboration Inventions, Merck shall have the first right to file patent applications for Joint Collaboration Inventions (in the name of both Merck and Chimerix) and thereafter prosecute and maintain Patent Rights for such Joint Collaboration Inventions. In connection therewith, Chimerix shall execute such documents and perform such ministerial acts as may be reasonably necessary for Merck to continue such prosecution or maintenance of Patent Rights claiming such Joint Collaboration Invention. Any and all of the expenses and costs incurred by Merck with respect to the filing of patent applications for, and the prosecution and maintenance of Patent Rights for, Joint Collaboration Inventions, shall be shared equally by the Parties. With respect to Patent Rights for a given Joint Collaboration Invention, Merck (i) may elect not to file, (ii) may elect not to file in a particular country (including electing not to validate in a particular country) and/or (iii) may elect not to maintain in a particular country; and in any such case, Merck shall provide Chimerix with at least thirty (30) days prior notice and Chimerix shall have the right, at its sole expense, to assume responsibility for such Patent Rights for such Joint Collaboration Invention (in the name of both Merck and Chimerix), including thereafter prosecuting, maintaining, and validating Patent Rights for such Joint Collaboration Invention to the extent Merck has elected not to do so (and Merck shall have no further obligations in connection therewith).
Joint Collaboration Inventions. (i)Subject to the terms of this Agreement (including Section 7.3(d)), all Joint Collaboration Inventions shall be jointly owned by the Parties, and either Party shall have the right to freely exploit the Joint Collaboration Inventions and Joint Collaboration Patent Rights, both within and outside the scope of this Agreement, without accounting or any other obligation to the other Party (except as expressly set forth in Section 11.5(c)(ii) and Sections 11.5(f) and 11.6(d) with regard to the filing, prosecution, maintenance and enforcement of Joint Collaboration Patent Rights) and each Party may use, and exploit its interest in such Joint Collaborations Inventions and Joint Collaboration Patent Rights as permitted under this Agreement; provided that neither Party shall be entitled to grant, without the other Party’s prior written consent, any Commercialization (and Manufacturing for Commercialization purposes) licenses to any Third Party under those Joint Collaboration Inventions and Joint Collaboration Patent Rights (except in the case of BMS, to Ono in the manner set forth in Section 11.3(b)). The Parties shall execute any documents necessary to accomplish the foregoing assignment, and each Party shall execute such further documents and provide other assistance as may be reasonably requested by the other Party to perfect such other Party’s rights in such Joint Collaboration Inventions, at the requesting Party’s expense. To be clear, nothing in this Section 11.5(c) is granting any ownership or license rights with respect to underlying Nektar Assets or BMS Assets (as the case may be).
