Joint Foreground IP. If two or more Parties have jointly generated Intellectual Property Rights, and where it is not possible to separate from each other their individual contributions, all right, title and interest in and to Intellectual Property Rights generated within the Project shall be owned jointly by the Parties who have contributed to it (Joint Foreground IP). The involved Parties shall set forth, by separate mutual agreement, their respective rights, duties and responsibility relating to the Joint Foreground IP, subject to the terms of Section 7.7. Such an agreement shall not cause a delay of publication of the Results any longer than defined in Section 8.2.
Joint Foreground IP. All right, INTELLECTUAL PROPERTY RIGHTS, title and interest in and to the RESULTS shall be owned jointly by the Parties (the “JOINT FOREGROUND IP”). The Parties will set forth, by separate mutual agreement, their respective rights, duties and responsibility relating to the JOINT FOREGROUND IP. Such an agreement shall not cause a delay of publication of the RESULTS any longer than as defined in Section 7.2. 5Disclaimers
Joint Foreground IP. If the Parties jointly create Intellectual Property after the Effective Date, pursuant to this Agreement and during the Term (“Joint Foreground IP”), the Parties shall be co-owners of such Joint Foreground IP. Whether a Party was involved in the creation of particular Intellectual Property shall be determined in accordance with the rules for inventorship under U.S. patent law. Each Party shall cause its employees and counsel to cooperate in good faith with the other Party and its counsel in obtaining, protecting, and enforcing Joint Foreground IP. This cooperation will include, as appropriate, good faith negotiation of a separate written agreement documenting the rights and obligations of the Parties regarding the prosecution and enforcement of patent and other rights in the Joint Foreground IP.
Joint Foreground IP. All right, INTELLECTUAL DISCLAIMERS
Joint Foreground IP. Subject to Section 8.1.2(a) and Section 8.1.2(b), the Parties shall have an undivided one-half right, title and interest in and to any Patent Rights or Know-How that is jointly conceived, developed or reduced to practice by or on behalf of the Parties (or their Affiliates or in the case of Spark, Sublicensees) during the course of, arising out of or as a result of activities under this Agreement. Subject to Section 5.1.2, neither Party shall have any obligation to account to the other Party for profits, or to obtain any consent of the other Party to license, assign its joint interest, or exploit any such jointly owned Patent Rights or Know-How, by reason of joint ownership thereof. Each Party hereby waives any right it may have under the laws of any jurisdiction to require any such consent or accounting.
Joint Foreground IP. Zarlink and Given agree to use all reasonable efforts to identify, notify the other party of and negotiate appropriate terms in writing relating to the development of Joint Foreground IP by the parties; provided that in no event shall any party be liable to the other party for the failure to identify any such opportunity for the development of Joint Foreground IP; provided, further, that, unless otherwise agreed upon by the parties in writing, all right, title and interest in Joint Foreground IP shall be jointly owned by Zarlink and Given. Subject to the foregoing sentence, both parties agree to (i) notify the other party as soon as reasonably possible upon identifying an opportunity for the development of Joint Foreground IP and (ii) to use all reasonable efforts to negotiate mutually acceptable terms for the development and ownership of such Joint Foreground IP. Further, each party shall reasonably cooperate with the other in connection with prosecuting any third party infringement of Joint Foreground IP. Neither party may sell, assign, license, lease, transfer or otherwise convey any right, title or interest in and to Joint Foreground IP to any third party, without the prior written consent of the other party, except as otherwise agreed by the parties in writing.
Joint Foreground IP. The Parties will jointly own any jointly created Work Results and any Foreground IP therein (collectively, “Joint Foreground IP”). Each jointly owning Party has full rights of use in, and full rights to license to Third Parties and Affiliates (with the further right to sublicense), such Joint Foreground IP, without any duty to seek the other jointly owning Party’s consent or any duty of accounting (including financial compensation) between the jointly owning Parties in connection therewith.
Joint Foreground IP. The Parties shall jointly own an equal, undivided interest in and to any Joint Foreground IP. In the event that a jurisdiction requires consent of co-owners for one co-owner to grant license rights under or otherwise exploit Joint Foreground IP, each Party hereby grants to the other Party and its Affiliates a sublicensable right and license to exploit such Joint Foreground IP without a requirement of accounting other than as set forth in this Agreement.
Joint Foreground IP. (a) Micron and Given agree to use all reasonable efforts to identify, notify the other party of, and negotiate appropriate terms in writing relating to the development and protection of Joint Foreground IP by the parties; provided that in no event shall any party be liable to the other party for the failure to identify any such opportunity for the development or protection of Joint Foreground IP; provided, further, that, unless otherwise agreed upon by the parties in writing, all right, title and interest in Joint Foreground IP shall be jointly owned by Micron and Given. Subject to Section 3.3 of this Agreement, each party shall be entitled to use any Joint Foreground IP and to grant non-exclusive licenses to third parties without prior consent of the other party and without accounting to the other party.
(b) The parties shall meet as needed to discuss matters relating to obtaining legal protection for the Joint Foreground IP. If the parties determine to file for patent, copyright or any other form of legal protection in any country, the parties shall agree upon which party shall file the application on behalf of the parties and name each party as joint and equal owners of the Joint Foreground IP and any patent or other protection relating thereto. During the prosecution of any applications filed pursuant to this section, and prior to responding to office actions from the patent or other authority of any country, the filing party agrees to send to the other party copies of all correspondence and official actions received from such authority. All expenses incurred pursuant to the filing and prosecution of such applications, including patentability search expenses, shall be divided equally between the parties. The filing party agrees to consult with the other party prior to incurring filing or prosecution expenses in excess of $20,000 with respect to any one application.
(c) No party shall permit any application for Joint Foreground IP to become abandoned without giving the other party the opportunity to assume the prosecution of such patent or other application as soon as possible, which in no event shall be less than sixty (60) days prior to the date on which it shall become abandoned. Each party agrees to provide the other with timely copies of all official papers and correspondence related to the prosecution of any such application for Joint Foreground IP.
(d) When the parties meet and discuss matters relating to obtaining legal protection for Joint Fore...
Joint Foreground IP
