Common use of Joint Patent Rights to Joint Results Clause in Contracts

Joint Patent Rights to Joint Results. 10.1 All patentable inventions created, generated, conceived, made, developed, or reduced to practice jointly by AOI and Zentaris (including their Affiliates or other persons or entities on behalf of AOI and Zentaris) during the period of this Agreement shall be the joint property of AOI and Zentaris each of whom shall have a one-half pro indiviso share. AOI shall have a royalty-free exclusive license to Zentaris’ one-half interest in the Territory. Zentaris shall have a royalty-free exclusive license to AOI’s one-half interest outside the Territory. Neither party shall assign or transfer their respective shares in any such jointly owned patentable inventions or in any jointly owned patent applications or in any jointly owned patent (all together the “joint patent rights”) to any Third Party without the other Party’s prior written consent. 10.2 The Parties will decide on a case by case basis which Party will have the responsibility for handling the filing, prosecution and maintenance of any joint patent rights. Unless agreed otherwise, AOI shall bear the costs of such filing, prosecution and maintenance of joint patent rights in the Territory and Zentaris shall bear the costs of such filing, prosecution and maintenance of joint patent rights outside the Territory. In making such a decision, the principles observed by the Parties will be the relative contributions of each Party to the joint invention, the standards and customs in the industry and expected efficiency in patenting procedures. 10.3 Joint patent rights shall be filed in the name of both Parties and each Party shall procure that its respective inventors assign all of their rights and interests to such joint patent rights to both Parties. Each Party shall be free to use and exploit the joint patent rights for any purpose whatsoever within their respective territories. Neither Party shall grant licenses of the joint patent rights to any Third Party without the other Party’s prior written consent and on terms and conditions to be agreed with the other Party acting reasonably.

Joint Patent Rights to Joint Results. 10.1 All patentable inventions Inventions created, generated, conceived, made, developed, or reduced to practice jointly by AOI Spectrum and Zentaris (including their Affiliates or other persons or entities on behalf of AOI Spectrum and Zentaris) during as a result of the period of work performed under this Agreement shall be the joint property of AOI Spectrum and Zentaris each of whom shall have a one-half pro indiviso share. AOI shall have a royalty-free exclusive license to Zentaris’ one-half interest in the Territory. Zentaris shall have a royalty-free exclusive license to AOI’s one-half interest outside the Territory. Neither party Party shall assign or transfer their respective shares in any such jointly owned patentable inventions Inventions or in any jointly owned patent applications filed therefore or in any patent granted in respect of any such jointly owned patent patentable Inventions (all together the “joint patent rightsJoint Patent Rights”) to any Third Party without the other Party’s prior written consentconsent such consent not to be unreasonably withheld. 10.2 The Parties will decide on a case by case basis which Party Spectrum will have the responsibility for handling the filing, prosecution and maintenance of any joint patent rightsJoint Patent Rights. Unless agreed otherwise, AOI shall the Parties will equally bear the costs of such filing, prosecution and maintenance of joint patent rights in the Territory and Zentaris shall bear the costs of such filing, prosecution and maintenance of joint patent rights outside the TerritoryJoint Patent Rights. In making such a decision, the principles observed by the Parties will be the relative contributions of each Party to the joint inventionInvention, the standards and customs in the industry and expected efficiency in patenting procedures. 10.3 Joint patent rights Patent Rights shall be filed in the name of both Parties and each Party shall procure that its respective inventors assign all of their rights and interests to such joint patent rights Joint Patent Rights to both Parties. Each Party shall be free to use and exploit the joint patent rights Joint Patent Rights for any purpose whatsoever within their respective territorieswhatsoever. Neither Party shall grant licenses of the joint patent rights Joint Patent Rights to any Third Party without the other Party’s prior written consent and on terms and conditions to be agreed with the other Party acting reasonablyreasonably such consent not to be unreasonably withheld. 10.4 Spectrum shall keep Zentaris informed of the filings, prosecution, and maintenance of the Joint Patent Rights reasonably in advance of any relevant actions and deadlines to allow for review and consultation. In the event that Spectrum elects not to continue prosecuting or maintaining any of the Joint Patent Rights, Spectrum shall give to Zentaris, if possible, sixty (60) days, but in any event not less than thirty (30) days, written notice before any relevant deadline relating to or any public disclosure of the relevant Joint Patent Rights. Upon receipt of a notice from Spectrum indicating that it intends to cease prosecuting or maintaining any of the Joint Patent Rights, Zentaris shall have the right to continue, at its own expense, prosecution or maintenance (as the case may be) of the relevant patent rights and to request the assignment of such right. Spectrum shall at the request and cost of Zentaris do all such acts and execute all such documents as may be necessary to assist Zentaris with the prosecution or maintenance of such patent right as well as with the assignment and transfer of such patent right to Zentaris.

Joint Patent Rights to Joint Results. 10.1 All patentable inventions created, generated, conceived, made, developed, or reduced to practice jointly by AOI and Zentaris (including their Affiliates or other persons or entities on behalf of AOI and Zentaris) during the period of this Agreement shall be the joint property of AOI and Zentaris each of whom shall have a one-half pro indiviso share. AOI shall have a royalty-free exclusive license to Zentaris’ ' one-half interest in the Territory. Zentaris shall have a royalty-free exclusive license to AOI’s 's one-half interest outside the Territory. Neither party shall assign or transfer their respective shares in any such jointly owned patentable inventions or in any jointly owned patent applications or in any jointly owned patent (all together the “"joint patent rights”") to any Third Party without the other Party’s 's prior written consent. ____________________ * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. 10.2 The Parties will decide on a case by case basis which Party will have the responsibility for handling the filing, prosecution and maintenance of any joint patent rights. Unless agreed otherwise, AOI shall bear the costs of such filing, prosecution and maintenance of joint patent rights in the Territory and Zentaris shall bear the costs of such filing, prosecution and maintenance of joint patent rights outside the Territory. In making such a decision, the principles observed by the Parties will be the relative contributions of each Party to the joint invention, the standards and customs in the industry and expected efficiency in patenting procedures. 10.3 Joint patent rights shall be filed in the name of both Parties and each Party shall procure that its respective inventors assign all of their rights and interests to such joint patent rights to both Parties. Each Party shall be free to use and exploit the joint patent rights for any purpose whatsoever within their respective territories. Neither Party shall grant licenses of the joint patent rights to any Third Party without the other Party’s prior written consent and on terms and conditions to be agreed with the other Party acting reasonably. 10.4 In each case, whichever Party files, prosecutes, and maintains the joint patent rights shall keep the other Party informed of the filings, prosecution, and maintenance reasonably in advance of any relevant actions and deadlines to allow for review and consultation. In the event that the prosecuting partyelects not to continue prosecuting or maintaining any of the joint patent rights, the prosecuting party shall give to the other Party, if possible, sixty (60) days, but in any event not less than thirty (30) days, written notice before any relevant deadline relating to or any public disclosure of the relevant joint patent rights. Upon receipt of a notice from the prosecuting party indicating that it intends to cease prosecuting or maintaining any of the joint patent rights, the other Party shall have the right to continue, at its own expense, prosecution or maintenance (as the case may be) of the relevant patent rights and the prosecuting party shall at the request and cost of the other Party do all such acts and execute all such documents as may be necessary to assist the other Party with the prosecution and maintenance of the patent rights.