Joint Collaboration IP. Subject to the rights and licenses granted to, and the obligations (including royalty obligations) of, each Party under this Agreement, including any exclusivity obligations, either Party is entitled to practice Joint Collaboration IP for all purposes on a worldwide basis without consent of and without a duty of accounting to the other Party. Each Party will grant and hereby does grant all permissions, consents and waivers with respect to, and all licenses under, the Joint Collaboration IP, throughout the world, necessary to provide the other Party with such rights of use and exploitation of the Joint Collaboration IP, and will execute documents as necessary to accomplish the foregoing.
Joint Collaboration IP. (i) AVEO shall have the first right, at AVEO’s discretion, to file, conduct prosecution, and maintain (including the defense of any interference or opposition proceedings), all Patent Rights included in Joint Collaboration IP, in the names of both AVEO and Biogen Idec. Biogen Idec shall use Commercially Reasonable Efforts to make available to AVEO or its authorized attorneys, agents or representatives, such of its employees as AVEO in its reasonable judgment deems necessary in order to assist it in obtaining patent protection for such Joint Collaboration IP. Each Party shall sign, or use Commercially Reasonable Efforts to have signed, all legal documents necessary to file and prosecute patent applications or to obtain or maintain patents in respect of such Joint Collaboration IP, at its own cost.
(ii) If AVEO elects not to seek or continue to seek or maintain patent protection on any Joint Collaboration IP in the Licensed Territory, Biogen Idec shall have the right, at Biogen Idec’s discretion, to seek, prosecute and maintain in any country in the Licensed Territory patent protection on such Joint Collaboration IP in the names of both AVEO and Biogen Idec. AVEO shall use Commercially Reasonable Efforts to make available to Biogen Idec its authorized attorneys, agents or representatives, such of AVEO’s employees as are reasonably necessary to assist Biogen Idec in obtaining and maintaining the patent protection described under this Section 9.3(c)(ii). AVEO shall sign or use Commercially Reasonable Efforts to have signed all legal documents necessary to file and prosecute such patent applications or to obtain or maintain such patents.
(iii) With respect to Patent Rights included in the Joint Collaboration IP, the Party filing, prosecuting and maintaining such Patent Rights shall provide the other Party, within ten (10) Business Days after submitting or receiving such filings or correspondence, with copies of all filings and correspondence submitted to and received from patent offices in the Licensed Territory and, with respect to substantive filings and correspondence to be submitted to patent offices in the Licensed Territory, shall use reasonable efforts to provide the other Party with drafts of such filings and correspondence reasonably in advance of submission and shall consider in good faith any comments regarding such filings and correspondence that the other Party may timely provide.
Joint Collaboration IP. (a) [***] shall have the first right to, at [***] discretion, file, prosecute and maintain (including the defense of any interference or opposition proceedings), all Patent Rights comprising Joint Collaboration IP, in the names of both Alnylam and Genzyme, at [***] sole cost and expense. [***] shall consult with [***] on the filing, prosecution and maintenance of all such Patent Rights. Each Party shall sign, or use Commercially Reasonable Efforts to have signed, all legal documents as are reasonably necessary to file and prosecute patent applications or to obtain or maintain patents in respect of such Joint Collaboration IP, at its own cost.
(b) [***] shall furnish to [***] via electronic mail or other such method as mutually agreed by the Parties copies of documents received from outside counsel in the course of such filing, prosecution or maintenance of Joint Collaboration IP and/or copies of documents relevant to such preparation, filing, prosecution, and maintenance in sufficient time prior to filing such document or making any payment due thereunder to allow for review and comment by [***] and shall consider in good faith timely comments from [***] thereon. [***] shall furnish to [***] via electronic mail or other such method as mutually agreed by the Parties copies of such documents as filed in the relevant patent offices.
(c) In the event that [***] elects not to file or continue to prosecute or maintain patent protection on any Joint Collaboration IP, [***] shall have the right (but not the obligation) to file, prosecute and maintain Patent Rights comprising Joint Collaboration IP in the names of both Alnylam and Genzyme at [***] sole cost and expense. If [***] exercises such right, [***] shall make available to ACTIVE/100404760.2 [***] its authorized attorneys, agents or representatives, and such of its employees as are reasonably necessary to assist [***] in obtaining and maintaining the patent protection described under this Section 10.3.3(c). [***] shall sign, or use Commercially Reasonable Efforts to have signed, all legal documents as are reasonably necessary to file and prosecute such patent applications or to obtain or maintain such patents.
Joint Collaboration IP. Subject to the rights and licenses granted to, and the obligations of, each Party under this Agreement, including MedCo’s obligations under Section 7.4 during the Term, each Party shall have the right to exploit its interest in Joint Collaboration IP without the consent of and without accounting to the other Party.
Joint Collaboration IP. Subject to Tekmira’s continuing right to the prior review of, comment on, revision to and approval of material documents, which shall not be unreasonably delayed or withheld, Alnylam has the sole responsibility to, at Alnylam’s discretion, file, conduct ex parte and inter partes prosecution, and maintain (including the defense of any interference or opposition proceedings) in the Territory, all Patent Rights comprising Joint Collaboration IP, in the names of both Tekmira and Alnylam. Each Party shall use Commercially Reasonable Efforts to make available to Alnylam or its authorized attorneys, agents or representatives, such of its employees as Alnylam in its reasonable judgment deems necessary in order to assist it in obtaining patent protection for such Joint Collaboration IP. Each Party shall sign, or use Commercially Reasonable Efforts to have signed, all legal documents necessary to file and prosecute patent applications or to obtain or maintain patents in respect of such Joint Collaboration IP, at no cost to Alnylam.
Joint Collaboration IP. Subject to the terms and conditions set forth in this Agreement, including the licenses granted in ARTICLE 7, title to all inventions made jointly by employees or agents of Pandion and employees or agents of Astellas in the course of the activities conducted pursuant to this Agreement (“Joint Collaboration IP”) shall be owned by Pandion. Astellas, on behalf of itself and its Affiliates, hereby assigns, and to the extent such present assignment is not possible, agrees to assign, to Pandion all of Astellas’ right, title and interest in and to such Joint Collaboration IP, and all intellectual property rights therein.
Joint Collaboration IP. All right, title and interest to any and all Joint Collaboration IP shall be jointly owned by DexCom and Xxxxxx. Each Party shall assign, and does hereby assign to the other Party an undivided joint interest in the Joint Collaboration IP. Subject to the licenses and other rights or exclusivities granted to the other Party herein (including in Article 7), (i) each Party reserves the right to use, practice or otherwise exploit its solely owned Collaboration IP (DexCom Collaboration IP with respect to DexCom and Verily Collaboration IP with respect to Verily) and the Joint Collaboration IP; and (ii) neither Party shall have any obligation to account to the other Party for profits, or to obtain any approval of the other Party to license, assign, enforce (subject to Section 9.5) or otherwise exploit any Joint Collaboration IP or intellectual property with respect thereto, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the applicable Law of any jurisdiction to require any such approval or accounting.
Joint Collaboration IP. Both Parties shall jointly own all Joint Collaboration IP, such that each Party has an undivided [***] interest in such Joint Collaboration IP, with no duty of accounting to the other Party and no requirement to obtain consent from the other Party in connection with any exploitation of such Joint Collaboration IP or licenses granted by either Party to Third Parties with respect to such Joint Collaboration IP.
Joint Collaboration IP. As between the Parties, the Parties shall jointly own all right, title and interest in and to all Joint Collaboration Know-How and Joint Collaboration Patents (collectively “Joint Collaboration IP”). Subject to the terms of this Agreement (including, for clarity, Sections 8.1, 8.3, and 8.4, and the applicable Sections of this ARTICLE X), each Party shall have the right (without requiring the consent of, or accounting to, the other Party) to use, practice or otherwise exploit the Joint Collaboration IP in its Respective Territory and to use, practice or otherwise Exploit solely for internal research and development purposes the Joint Collaboration IP worldwide, and for no other purpose unless such Party obtains the prior written consent of the other Party (including through a license to the other Party’s interest in such Joint Collaboration IP) to use, practice or otherwise Exploit any applicable Joint Collaboration IP for another purpose.
Joint Collaboration IP. Except as expressly provided herein or otherwise agreed in writing by the Parties, during the Term Amerimmune and Histogen shall jointly own all Joint Collaboration IP discovered, invented, created, or made during the Research Term, without any duty to account to the other except as provided herein.
