Joint Collaboration Technology. The JMC shall determine which Party shall be responsible for filing patent applications and such other activities described in Section 9.2(a) in respect of Joint Collaboration Technology, using counsel selected by it with the consent of the other Party (which consent shall not be unreasonably withheld). With respect to the prosecution of such patent applications for Joint Collaboration Technology, the Party prosecuting such Joint Collaboration Technology (the "Prosecuting Party"), shall have the further right to take such actions as are necessary or appropriate to procure and maintain patents with respect thereto; provided, that all such patent applications and patents shall be owned jointly ("Joint Patent Rights"). The Prosecuting Party's costs in preparing, filing, prosecuting and maintaining Joint Patent Rights that are determined by the JMC to have commercial value primarily in connection with a Product shall be shared 70 (Alexion)/30 (XOMA) between the Parties (unless such Joint Patent Rights relate only to a particular Product in a particular Future Indication as to which one Party has Opted Out and not Opted Back In, in which case all such costs shall be borne by the other Party); such costs with respect to Joint Patent Rights that are determined by the JMC to have commercial value primarily in connection with something other than a Product shall be borne by the Prosecuting Party. In the event the JMC cannot make the determination called for by the immediately preceding sentence, the question of whether certain Joint Patent Rights have commercial value primarily in connection with a Product shall be submitted to the dispute resolution procedures of Sections 12.1(a) (except for the fourth sentence thereof) and 12.2 and shall be an Arbitrable Dispute. The non-Prosecuting Party shall be consulted, and due consideration given to any concerns it may raise, with respect to all significant prosecution matters involving the Joint Patent Rights. If the Prosecuting Party for a Joint Patent Right decides to abandon prosecution or maintenance of such Joint Patent Right, it shall so notify the other Party and the other Party shall have the right to take over the prosecution and maintenance of such Joint Patent Right at its own expense and discretion, in which case the original Prosecuting Party shall assign all of its rights and interest therein to the other Party. Either Party may avoid sharing the costs associated with any Joint Collaboration Technology by ass...
Joint Collaboration Technology. With respect to Know-How and Inventions included in the Joint Collaboration Technology, the Parties will decide on a case-by-case basis (i) whether and in what jurisdictions to seek Patent protection for such Know-How or Inventions, and (ii) which Party will file, prosecute, defend and maintain such Patents. Any such filing, prosecution and maintenance (including the filing of any extension or supplementary protection certificate), will be made in both Parties’ name. The Parties will [***] the costs for the foregoing activities in the countries specified in Exhibit E, and [***] will bear the costs for the foregoing activities in any country not listed in Exhibit E. The filing Party will reasonably inform the other Party and consult with the other Party (including providing such other Party with drafts of proposed material filings to allow such other Party a reasonable opportunity for review and comment before such filings are due) and, to the extent possible, will undertake the filing, prosecution and defense of any Patents within Joint Collaboration Technology in a way that will not be detrimental to the development or commercialization of any Licensed Product. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. All material decisions regarding such Patent activities shall be made jointly by the Parties, and each Party may grant participation rights to Third Parties regarding such Patent activities, subject to such Third Party participation rights not being in conflict with the terms of this Agreement.
Joint Collaboration Technology. Any Know-How discovered, developed, invented, or created jointly by (i) Ionis, its Affiliates, or Third Parties acting on its or their behalf and (ii) Metagenomi, its Affiliates, or Third Parties acting on its or their behalf, in each case, in the performance of activities under this Agreement (including in any meeting of the JSC or any Subcommittee) (such Know-How, “Joint Collaboration Know-How”), and any Patent Rights that Cover such Joint Collaboration Know-How (“Joint Collaboration Patent Rights,” and together with the Joint Collaboration Know-How, the “Joint Collaboration Technology”), will be owned jointly by Xxxxx and Metagenomi on an equal and undivided basis, including all rights thereto, subject to any rights or licenses expressly granted by one Party to the other Party under this Agreement. Except as expressly provided in this Agreement, neither Party will have any obligation to account to the other for profits with respect to, or to obtain any consent of the other Party to license or exploit, Joint Collaboration Technology by reason of joint ownership thereof, and each Party hereby waives any right it may have under the laws of any jurisdiction to require any such consent or accounting.
Joint Collaboration Technology. (a) Blueprint/CStone Combination Technology. Blueprint will control the Patent Prosecution of any Joint Collaboration Patent Rights outside of the Territory, and CStone will control the Patent Prosecution of any Joint Collaboration Patent Right inside of the Territory. The Parties will use [***] to agree on a mutually acceptable strategy for the Patent Prosecution of the Joint Collaboration Patent Rights and will ensure that the external counsels engaged by each Party for the Patent Prosecution of such Joint Collaboration Patent Rights coordinate with each other with respect to such Patent Prosecution of the Joint Collaboration Patent Rights inside and outside of the Territory (including with respect to the timing of the filing of patent applications inside and outside of the Territory). The Party with the right to control the Patent Prosecution of any Joint Collaboration Patent Right pursuant to this Section 14.3.3(a) (Blueprint/CStone Combination Technology) (the “Prosecuting Party”) will be responsible for [***] of the reasonable out-of-pocket costs incurred with respect to the Patent Prosecution of such Patent Rights in their respective territory, and the other Party will be responsible for [***] of such out-of-packet costs (i.e., CStone will be responsible for [***] of the out-of-pocket costs incurred by or on behalf of Blueprint in connection with the Patent Prosecution of the Joint Collaboration Patent Rights outside of the Territory and Blueprint will be responsible for [***] of the out-of-pocket costs incurred by or on behalf of CStone in connection with the Patent Prosecution of the Joint Collaboration Patent Rights inside of the Territory). The other Party will reimburse the Prosecuting Party for such out-of-pocket costs within [***] of receiving an invoice with reasonable supporting documentation for such costs.
Joint Collaboration Technology. Micromet and Serono will each own an undivided one-half interest in any Joint Collaboration Technology, without obligation to account to the other for the exploitation thereof or to seek consent of the other for the grant of any licenses thereunder, subject to the licenses and rights granted by the Parties in this
Joint Collaboration Technology. Enumeral and MDACC will jointly own all Joint Collaboration Know-How and Joint Collaboration Patent Rights. Notwithstanding anything to the contrary contained in this Agreement or under Applicable Laws, subject to the licenses granted by each Party to the other Party pursuant to this Agreement, and except to the extent set forth in Article 8, the Parties hereby agree that: (a) during the Term of this Agreement, neither Party will have the right to license or sublicense to Affiliates or Third Parties all or any portion of its interest in Joint Collaboration Know-How or Joint Collaboration Patent Rights for any purpose within the Field, without the prior written consent of the other Party; and (b) upon termination or expiration of this Agreement, either Party may license to any Third Party all or any portion of its interest in Joint Collaboration Know-How or Joint Collaboration Patent Rights for any purpose, without consent of the other Party, without restriction, and without the obligation to provide compensation or an accounting to the other Party.
Joint Collaboration Technology. The Parties shall jointly own all Collaboration Technology conceived or created [***] ("Joint Collaboration Technology"), subject to the rights and licenses granted in ARTICLE II. 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. Section 262) in and to such Joint Collaboration Technology, 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 Laws of any jurisdiction to require such payment, accounting, or consent with respect to Joint Collaboration Technology. Each Party shall cooperate with the other Party to effectuate ownership of any Joint Collaboration Technology, including as set forth in Section 10.1.4.
Joint Collaboration Technology. Subject to the provisions of this Section 10.5.4 (including Section 10.5.4(d)), Altus and Genentech shall select a mutually upon agreed outside counsel ("Outside Patent Counsel") to be responsible for the Prosecution of Patent Rights within the Joint Collaboration Technology.
Joint Collaboration Technology. Subject to Section 10.7.3, Genentech shall have the first right to initiate a suit or take other appropriate action that it believes is reasonably required to prevent or xxxxx actual or threatened infringement or misappropriation of the Joint Collaboration Technology.
Joint Collaboration Technology. “Joint Collaboration Technology” shall mean any invention, development or discovery, whether or not patentable, made or created jointly by (i) employees or agents of Genetronics or any of its Affiliates, and (ii) employees or agents of VGX or any of its Affiliates in the course of carrying out this Agreement.
