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. As between the Parties, each Party shall own an equal, undivided one-half (1/2) interest in any and all Joint Collaboration Technology, subject to any licenses granted thereunder pursuant to the License Agreement.
Joint Collaboration Technology. (i) The Parties shall jointly own all Joint Collaboration Technology and, subject to the rights granted each Party under this Agreement (including the licenses granted pursuant to Section 9.1), each Party may make, use, sell, keep or license its interest in Joint Collaboration Technology, and otherwise undertake all activities a sole owner might undertake with respect to such Joint Collaboration Technology, without the further consent of and without accounting to the other Party, throughout the world; provided, however, that, during the Term of this Agreement, neither Party shall use such Joint Collaboration Technology with respect to any Product directed against a Target Antigen other than as expressly permitted in this Agreement.
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. All Joint Collaboration Technology will be jointly owned by the Parties, with each Party holding an equal and undivided joint ownership interest therein, and each Party for itself and on behalf of its Affiliates and Sublicensees, hereby assigns to the other Party an equal and undivided joint ownership interest in and to all Joint Collaboration Technology to be held in accordance with this Section 10.2.1 (Joint Collaboration Technology). Each Party is and will be entitled to practice the Joint Collaboration Technology for all purposes on a worldwide basis and to license such Joint Collaboration Technology through multiple tiers and transfer its ownership interest in such Joint Collaboration Technology, in each case without the consent of the other Party (and where consent is required by Applicable Law, such consent is deemed hereby granted) and without a duty of accounting or compensation to the other Party, but in each case subject to the terms and conditions of this Agreement, including the license grants under Article 2 (Licenses). Each Party will grant and hereby does grant to the other Party all further permissions, consents, waivers with respect to, and all licenses under the Joint Collaboration Technology throughout the world, necessary to provide the other Party with full rights of use and Exploitation of the Joint Collaboration Technology in accordance with the terms of this Agreement. Without limiting the foregoing, each Party will cooperate with the other Party through the IP Committee pursuant to Section 10.6 (Prosecution of Joint Collaboration Patent Rights) in the filing and prosecution of Joint Collaboration Technology. 79445843_10
Joint Collaboration Technology. The Parties will jointly own all rights, title, and interests in and to (a) any Invention made, conceived, discovered, or otherwise generated solely or jointly by or on behalf of both Parties (or their respective Affiliates or Sublicensees) in the performance of activities under or in connection with this Agreement that relate to the combination of the Eureka Background Technology together with any Imugene Background Technology and any Patent Rights that Cover any such Invention and (b) other than any Imugene Improvement or Eureka Improvement, any other Invention made, conceived, discovered, or otherwise generated solely or jointly by or on behalf of both Parties (or their respective Affiliates or Sublicensees) in the performance of activities under or in connection with this Agreement and any Patent Rights that Cover any such Inventions (in each case ((a) and (b)) the “Joint Collaboration Technology”). Notwithstanding anything to the contrary herein, and for the avoidance of doubt, any Invention that relates to the combination of the Imugene Background Technology together with any Eureka Background Technology, and any Patent Rights that Cover any such Invention, shall be deemed to be Joint Collaboration Technology.
