Joint Ownership and Prosecution Sample Clauses
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Joint Ownership and Prosecution. 10.1.1. All rights to all Inventions relating to, or covering, the combined use of the Antigen Express Compound and the Merck Compound that are not Merck Inventions or Antigen Express Inventions (each a “Jointly Owned Invention”) shall be owned jointly by Antigen Express and Merck. Merck hereby assigns to Antigen Express an undivided one-half interest in, to and under the Jointly Owned Inventions that are invented or created solely by Merck or by Persons having an obligation to assign such rights to Merck. Antigen Express hereby assigns to Merck an undivided one-half interest in, to and under any Jointly Owned Inventions that are invented or created solely by Antigen Express or by Persons having an obligation to assign such rights to Antigen Express. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries: (i) Merck hereby grants to Antigen Express a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Merck’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions in accordance with the terms of this Agreement; and (ii) Antigen Express hereby grants to Merck a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Antigen Express’ right, title and interest in and to all Jointly Owned Inventions to use such Inventions in accordance with the terms of this Agreement. For clarity, the terms of this Agreement do not provide Antigen Express or Merck with any rights, title or interest or any license to the other Party’s intellectual property except as necessary to conduct the Study and as expressly provided under this Agreement, including as set forth in Section 10.4.
10.1.2. Each Party shall have the right to freely exploit each Jointly Owned Invention both within and outside the scope of the Study, without accounting to or any other obligation to the other Party; provided, however, that Merck may not use the Jointly Owned Inventions, directly or indirectly, to research, develop or commercialize a compound that is an Antigen Express Class Compound, and Antigen Express may not use the Jointly Owned Inventions, directly or indirectly, to research, develop or commercialize a PD-1 Antagonist.
10.1.3. Promptly following the Effective Date, but in any event as soon as practicable after the d...
Joint Ownership and Prosecution. Patent Enforcement
Joint Ownership and Prosecution. 11.1.1 Subject to Sections 10.2 and 10.3, all rights to all Inventions relating to or covering the combined use of the Pfizer Compound and the Ideaya Compound (each a “Jointly Owned Invention”) shall belong jointly to Pfizer and Ideaya. For those countries where a specific license is required for a joint owner of a Jointly Owned Invention to practice such Jointly Owned Invention in such countries, (i) Ideaya hereby grants to Pfizer a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Ideaya’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for the Permitted Use and any other use expressly permitted by this Agreement, and (ii) Pfizer hereby grants to Ideaya a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable, under Pfizer’s right, title and interest in and to all Jointly Owned Inventions to use such Inventions for the Permitted Use and any other use expressly permitted by this Agreement. For clarity, the terms of this Agreement do not provide Pfizer or Ideaya with any rights, title or interest or any license to the other Party’s background intellectual property except as necessary to conduct the Study and as expressly set forth in Section 10.4. Each Party shall have the right to freely exploit each Jointly Owned Invention, both within and outside the scope of the Study, without accounting to or any other obligation to the other Party, and each Party may grant licenses (with a right to sublicense) to Third Parties under such Party’s interest in each Jointly Owned Invention.
11.1.2 Promptly following the Effective Date, patent representatives of each of the Parties shall meet (in person or by telephone) to discuss the patenting strategy for any Jointly Owned Inventions which may arise. In particular, the Parties shall discuss which Party will file a patent application (including any provisional, substitution, divisional, continuation, continuation in part, reissue, renewal, reexamination, extension, supplementary protection certificate and the like) in respect of any Jointly Owned Invention (each, a “Joint Patent Application”) and whether the Parties wish to appoint [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly ...
Joint Ownership and Prosecution. 10.1.1 Subject to Section 10.2 and Section 10.3, all rights to all Inventions relating to, or covering, [*] (each a “Jointly Owned Invention”) shall be negotiated in good faith in an additional agreement setting forth the rights of the Parties with respect to such Jointly Owned Invention (the “Joint Rights Agreement”), which Joint Rights Agreement shall be executed within [*] days after the Effective Date, and shall contain the provisions set forth in Sections 10.1.2 and 10.1.3 of this Agreement. The Parties acknowledge that the Office of the Chief Scientist of the Ministry of Economy of the State of Israel (the “OCS”) must consent to the Joint Rights Agreement before such Agreement becomes effective. Promptly after the Effective Date, BioLineRx shall use its best efforts to obtain the consent of the OCS to the Joint Rights Agreement, having the terms set forth in Sections 10.1.2 and 10.1.3 below, and shall use its best efforts to seek to obtain such consent no later than [*] after the Effective Date. BioLineRx shall be solely responsible for all costs and fees, or other compensation to the OCS or any other Third Party, required to secure such rights. The parties acknowledge that there is a possibility that the OCS may request changes in this Agreement and the Joint Rights Agreement as a result of its review of the Joint Rights Agreement. In such event, the Parties shall negotiate in good faith to agree on amendments to either or both of such agreements in accordance with the OCS request. [*]
10.1.2 Subject to any changes that may be required in order to obtain the consent of the OCS to the Joint Rights Agreement as set forth in Section 10.1.1, such agreement will contain the following terms:
a. For Jointly Owned Inventions that are invented or created jointly by Merck or by Persons having an obligation to assign such rights to Merck, and by BioLineRx or by Persons having an obligation to assign such rights to BioLineRx, each Party shall have an undivided one-half interest in, to and under any such Jointly Owned Inventions. [*]
b. [*]
c. [*]
d. If one Party brings any prosecution or enforcement action or proceeding against a Third Party with respect to any Joint Patent, the second Party agrees to be joined as a party plaintiff where necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the (first) Party bringing suit under this subsection (d) shall be borne by such Party, and any...
Joint Ownership and Prosecution. (a) All rights to all Inventions relating to, or covering, the combined use of the FLX Compound and the Merck Compound that are not Merck Inventions or FLX Inventions (each a “Jointly Owned Invention”) shall be owned jointly by FLX and Merck. Merck hereby assigns to FLX an undivided one-half interest in, to and under the Jointly Owned Inventions that are invented or created solely by Merck or by Persons having an obligation to assign such rights to Merck. FLX hereby assigns to Merck an undivided one-half interest in, to and under any Jointly Owned Inventions that are invented or created solely by FLX or by Persons having an obligation to assign such rights to FLX. [***].
(b) [***].
(c) [***].
(d) Except as expressly provided in Section 10.1.1(c) and in furtherance and not in limitation of Section 9.1, each Party agrees to make no Patent Application based on the other Party’s Confidential Information, and to give no assistance to any Third Party for such application, without the other Party’s prior written authorization.
Joint Ownership and Prosecution. 10.1.1. [***].
10.1.2. [***].
10.1.3. [***].
10.1.4. [***].
10.1.5. [***].
10.1 6. [***].
Joint Ownership and Prosecution. (a) [***].
(b) [***].
(c) [***].
(d) Except as expressly provided in Section 10.1.1(c) and in furtherance and not in limitation of Section 9.1, each Party agrees to make no Patent Application based on the other Party’s Confidential Information, and to give no assistance to any Third Party for such application, without the other Party’s prior written authorization.
Joint Ownership and Prosecution. (a) Subject to Sections 17.2 and 17.3, all rights to all Study Inventions relating to, or covering (i.e., contains a claim which would be infringed by), [***] (a “Jointly
Joint Ownership and Prosecution. 10.1.1 All rights to all Inventions relating to, or covering, [***] that are not MSD Inventions or Company Inventions [***] (each a “Jointly Owned Invention”) shall be owned jointly by Company and MSD [***]
10.1.2 Each Party shall have the right to [***].
10.1.3 [***]
10.1.4 Except as expressly provided in this Agreement and in furtherance and not in limitation of Section 9.1, each Party agrees to file no patent application based on the other Party’s Confidential Information, and to not give any assistance to any Third Party for such application, without the other Party’s prior written authorization.
10.1.5 [***] shall have the first right, but not the obligation, to initiate legal action to enforce all Joint Patents against infringement and to protect all Jointly Owned Inventions from misappropriation by any Third Party, [***] or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that [***] fails to initiate or defend any such action within [***] after being first notified of such infringement, [***] shall have the right to do so at its sole expense. [***] shall have the first right, but not the obligation, to initiate legal action to enforce any applicable Joint Patent against infringement and to protect all applicable Jointly Owned Inventions from misappropriation by any Third Party, [***] or to defend any declaratory judgment action relating thereto, at its sole expense. In the event that [***] fails to initiate or defend any such action within [***] after being first notified of such infringement, [***] shall have the right to do so at its sole expense. [***].
10.1.6 If one Party brings any prosecution or enforcement action or proceeding against a Third Party with respect to any [***], the second Party agrees to be joined as a party plaintiff where necessary and to give the first Party reasonable assistance and authority to file and prosecute the suit. The costs and expenses of the Party bringing suit under this Section 10.1.6 shall be borne by such Party, and any damages or other monetary awards recovered shall be shared as follows: [***]. A settlement or consent judgment or other voluntary final disposition of a suit under this Section 10.1.6 may not be entered into without the consent of the Party not bringing the suit.
Joint Ownership and Prosecution. 10.1.1 Subject to Section 10.2 and Section 10.3, all rights to [***] (each, a “Jointly Owned Invention”) shall belong jointly to ImmunoGen and ▇▇▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇ hereby assigns to ImmunoGen an undivided one-half interest in, to and under the Jointly Owned Inventions that are invented or created by ▇▇▇▇▇▇▇▇ or by Persons having an obligation to assign such rights to ▇▇▇▇▇▇▇▇. ImmunoGen hereby assigns to ▇▇▇▇▇▇▇▇ an undivided one-half interest in, to and under any Jointly Owned Inventions that are invented or created by ImmunoGen or by Persons having an obligation to assign such rights to ImmunoGen. ImmunoGen and ▇▇▇▇▇▇▇▇ shall each be entitled to use the Jointly Owned Inventions in accordance with Section 10.1.