Joint Developments. (a) Certain Service Schedules contemplate that the Parties or their respective Affiliates will engage in specified joint development activities with respect to software, technology or other subject matter (“Joint Developments”). Unless otherwise provided in an applicable Service Schedule, Joint Developments shall be governed by this Section 3.6. Any trade secrets or other confidential information embodied in or comprising any Joint Development shall be deemed to be HPI Confidential Information and Enterprise Confidential Information.
(b) Joint Developments, and all Intellectual Property therein and thereto, shall be jointly owned by the Parties or their applicable Affiliates. Each Party and its Affiliates will have the right to (i) use and exploit the Joint Developments, (ii) license the Joint Developments to third parties on a non-exclusive basis, and (iii) transfer its joint ownership interest in any or all Joint Developments to any third party, in each case (x) without restriction, (y) without the consent of the other Party, and (z) without the obligation to account to the other Party for profits derived therefrom.
(c) Should either Party or an Affiliate thereof desire at any time to register a copyright covering any Joint Development or seek patent protection for any invention included in the Joint Developments in any jurisdiction, such Party (the “Registering Party”) shall notify the other Party (the “Non-Registering Party”) in writing of its intent and the reasons therefor. The Non-Registering Party promptly shall communicate in writing any objections it may have with respect thereto. In the absence of any written objections within thirty (30) days after the date of such notice, the Registering Party shall be free to proceed with the desired registration in the name of both Parties. In the event of any such objections by the Non-Registering Party, the Parties shall discuss and negotiate reasonably and in good faith to resolve the objections based on each Party’s business objectives with respect to the relevant item of Joint Developments. The Registering Party will consult with the Non-Registering Party with respect to any material developments in prosecuting any patent application or other application filed by the Registering Party pursuant to this Section 3.6(c) with respect to Intellectual Property covering a Joint Development and consider in good faith any comments or feedback received from the Non-Registering Party. The Parties shall share equall...
Joint Developments. The parties may each use equally any ideas, concepts, know-how, or techniques developed jointly during the course of the Contract, and may do so at their respective discretion, without obligation of notice or accounting to the other party.
Joint Developments. With respect to any inventions, technology, ideas, designs, methods, Patent Rights, copyrights or other intellectual property that are jointly developed by the Parties, or developed by the Systems Developer and/or Systems Manufacturer, whether solely or jointly with either Party (where joint development is as determined under the patent and other intellectual property laws of the United States) (“Joint Developments”), the Parties hereby agree that Varian will be the sole owner of all Joint Developments which relate directly to the Varian Pre-Existing Technology, and LipoScience hereby agrees to assign, and hereby does assign, all rights, title and interest in and to such Joint Developments to Varian, subject to the grants of license herein. The Parties further agree that all Joint Developments which relate directly to the LipoScience Pre-Existing Technology shall be solely owned by LipoScience, and Varian hereby agrees to assign, and hereby does assign, all rights, title and interest in and to such Joint Developments to LipoScience, subject to the grants of license herein. The Systems Developer and Systems Manufacturer shall also be required to agree to the foregoing assignments of ownership to Varian and LipoScience with respect to all intellectual property developed by them, whether solely or jointly, pursuant to their agreements with LipoScience. All remaining Joint Developments that are not assigned to either Varian or LipoScience shall be jointly owned by the Parties (the “Jointly-Owned Developments”), subject to the grants of license herein. Notwithstanding the foregoing, the Parties acknowledge and agree that (a) the [***], as well as that portion of the [***] necessary to [***] the [***], is a [***] and (b) all [***] which relate directly to [***] (including the [***],[***],[***] and other [***],[***],[***] and [***]) shall be considered to directly relate only to [***] and shall be [***] to [***].
Joint Developments. Each Party shall disclose to the other any and all useful ideas, concepts, methods, procedures, processes, improvements, invention, discoveries, and the like which arise from the joint activities conducted by the Parties hereunder ("Discoveries") of any nature, made, conceived or first reduced to practice as result of the Parties' activities hereunder relating to the delivery of the Target Therapy. The Parties shall jointly own any and all rights, title and interest in and to all Discoveries that are a result of this Agreement, and such property shall constitute Joint Intellectual Property hereunder. The parties contracting for any work performed under this Agreement by a subcontractor or contract employee shall ensure all Discoveries vest with LRX and MiniMed. The Parties shall in good faith consider the inclusion of procedures relative to patent filings and related matters with respect to Discoveries which constitute Joint Intellectual Property, which procedures would be considered for inclusion in the Governing Rules.
Joint Developments. (a) Applied will provide Samsung with *** “JDA Special Systems” *** during the Term. The JDA Special Systems must be configured for mutually agreed upon applications that ***. *** Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
(b) Prior to and as a condition of the delivery by Applied of a JDA Special System, Applied and Samsung will execute a joint development, beta evaluation, demonstration or other appropriate agreement. Some of the work pursuant to the appropriate agreement *** or the ***. If the Parties fail to agree to the terms of a joint development, beta evaluation or other appropriate agreement for a JDA Special System, such agreement shall be on terms similar to those previously entered into by the Parties with respect to comparable application and product release stages.
(c) At or prior to the close of the joint development, evaluation or demonstration period for a JDA Special System, if Samsung ***, then Applied will transfer title to and complete ownership of the JDA Special System to Samsung ***. In all other respects, the rights and obligations of the Parties with respect to JDA Special Systems shall be as set forth in the applicable joint development, beta evaluation, demonstration or other agreement. For any given application, Samsung may qualify for the incentive described within either Section 2.3 or Section 2.4, but not both. If Samsung has not entered into appropriate agreements with respect to *** JDA Special Systems during the Term, then Applied agrees to permit Samsung to enter into appropriate agreements for *** JDA Special Systems in accordance with the terms and procedure set forth in this Section 2.4 after the Term.
Joint Developments. Any and all intellectual property developed jointly by the Parties (including by Affiliates of the Parties) during the Term, shall be the joint property of each Party and each Party shall have joint and undivided interest in such intellectual property, subject to the licenses granted hereunder.
Joint Developments. During the term of this Agreement, any idea, invention, design, process, improvement, discovery, know-how, computer software, documentation, other work of authorship, product, or other material, and all Intellectual Property Rights therein, which the Parties invent, create or develop jointly, shall be jointly owned without a right of accounting ("Joint Developments"). AdStar agrees, however, that its interest in Joint Developments shall be subject to the terms of this Agreement.
Joint Developments. For the avoidance of doubt, the Parties acknowledge and agree that BI shall develop the Software, provide the services, and perform its other obligations under this Agreement without any assistance, cooperation or Confidential Information (other than the Proprietary Bit Range) from Microsoft and without engaging in any joint development activities or other collaborations with Microsoft (collectively, “Microsoft Assistance”). Notwithstanding the foregoing, if Microsoft desires, in its sole discretion, to provide Microsoft Assistance to BI, then the Parties shall enter into a written agreement, prior to Microsoft’s providing any such Microsoft Assistance, to determine each Party’s respective rights, title and interests in and to the software, other know-how, inventions, works, materials, information and other outputs developed directly or indirectly by Microsoft, BI or the Parties based upon such Microsoft Assistance, and each Party’s respective rights, title and interest in and to the intellectual property and proprietary rights associated with the foregoing, (including any rights, title and interests in and to any domestic or foreign patents, copyrights, trade marks, service marks, trade secrets, and applications and registrations therefor or related to the foregoing) (collectively “Joint Developments”). In the event BI, Microsoft or the Parties * with respect to such Joint Developments, such Joint Developments shall be *.
Joint Developments. Joint Developments shall be owned jointly by CyberGuard and IRE, their successors and assigns, as tenants in common.
Joint Developments. The Company hereby grants to each of Yahoo and Visa a non-exclusive, world-wide, perpetual, fully-paid license (with rights to sublicense) to use, reproduce, distribute and display any and all Joint Developments and to create Derivative Works therefrom for use in any Non-U.S.
