Joint Rights. If a Joint Program Patent Right or Joint Know-How is infringed or misappropriated by a Third Party, and such infringement or misappropriation is related solely to an MVA-BN Vector that does not include an HPV Antigen, then BN shall have the initial right, but not the obligation, to effect termination of such infringement, including bringing suit or other proceedings against the infringer. Xxxxxxx shall have the initial right, but not the obligation, to effect termination of all other infringement, including bringing suit or other proceedings against the infringer. If a Party entitled to initially enforce a Joint Program Patent Right or Joint Know-How right decides to forego such enforcement, it shall inform the other Party as soon as possible, and in any event no later than thirty (30) days; and the other Party shall thereafter have the right to enforce such Joint Program Patent Right or Joint Know-How. Parties may jointly enforce Joint Patent Rights or Joint Know-How with sharing of expenses, if the Party with the initial right to enforce so agrees. The enforcing Party shall keep the other Party reasonably informed of all actions and filings with respect to such suits. The non-enforcing Party shall provide assistance requested by the enforcing Party at the enforcing Party’s expense, including being joined as a Party if Applicable Law so requires. Neither Party shall enter into any settlement which admits or concedes that any aspect of a Joint Program Patent Right or Joint Know-How is invalid or unenforceable without the prior written consent of the other Party.
Joint Rights. The parties shall share rights to practice under the Joint Invention in areas other than the AngioSense Field and the Bioject Field (the "Joint Rights"), with each party required to gain the written consent of the other in order to sublicense such Joint Rights, which consent shall not be unreasonably withheld; and with an obligation to account to and share with the other party revenues or royalties accrued and paid on account of the exercise of the Joint Rights. The parties agree to negotiate in good faith revenue sharing relating to the Joint Rights, based on the relative contribution of each party's technology to the subject Joint Invention. Each party shall promptly notify the other party in writing of any Joint Invention, which obligation shall be met by disclosure at the next meeting of the Joint Development Committee. Each party shall ensure that all employees and consultants of such party, assist the other in accomplishing the foregoing.
Joint Rights. Intellectual Property invented jointly by both Simtek and Cypress in connection with this Agreement, whether or not based on or derived from Simtek IP or Cypress SRAM IP ("Joint Intellectual Property") shall be jointly owned by Simtek and Cypress and subject to the licenses in this Agreement. For the avoidance of doubt, derivatives, including improvements or enhancements, to any existing Intellectual Property, will be owned by the original owner of the existing Intellectual Property. Except as otherwise set forth in this Agreement, neither Simtek nor Cypress shall have any obligation to account to the other for profits, or to obtain any approval of the other Party to license or otherwise exploit, Intellectual Property jointly owned by Simtek and Cypress by reason of such joint ownership. Each Party shall be responsible for protection of its own Intellectual Property at its own expense and in its sole discretion. The Parties agree to cooperate in good faith as needed with respect to enforcement, filing and pursuit of applications for protection and registration of jointly owned Intellectual Property, and other activities related to the jointly owned Intellectual Property. The Parties shall mutually agree in advance upon the filing of applications for protection and registration of jointly owned Intellectual Property and other actions to pursue protection for jointly owned Intellectual Property, and the division of expenses and responsibilities between the Parties for such activities.
Joint Rights. In the event that any gene-targeted mice of Section 1(A)(2) are established, each Party shall have an equal interest therein, subject to the following: (i) when a patent position is taken with respect to such mice or related gene targeted cells, Lexicon shall be responsible for the preparation and filing thereof (and Arena shall provide assistance in the preparation thereof), with costs to be split equally between Lexicon and Arena, and each Party shall be named as an assignee, irrespective of inventorship, with cost and fees associated with such preparation and filing to be borne equally by the Parties; (ii) neither Party shall commercialize in any manner the gene-targeted mice of Section 1(A)(2) without the express, written consent of the other; (iii) when a scientific presentation and/or paper is presented and/or published regarding the gene-targeted mice of Section 1(A)(2) or CART Technology GPCRs of Section 1(A)(1), the Parties, to the extent consistent with scientifically-accepted parameters, shall include employees of each Party as co-authors, and in all cases, reference shall be made to both Lexicon and Arena on all such presentations and/or papers; (iv) with respect to animals developed using CART Technology Known GPCR, Arena shall not sell nor license such animals to any Third Party; and (iv) with respect to animals developed using CART Technology Orphan Receptor, if the Orphan GPCR is not part of the Alliance Component, then Arena not sell not license such animals to any Third Party.
Joint Rights. In the event that any rights are established in the gene-targeted mice or related cells of Section 1(B)(2), each Party shall have an equal interest therein, subject to the following: (i) when a patent position is taken with respect to such mice or related targeted cells, Lexicon shall be responsible for the preparation and filing thereof (and Arena shall provide assistance in the preparation thereof), with costs to be split equally between Lexicon and Arena, and each Party shall be named as an assignee, irrespective of
Joint Rights. The Parties shall agree on outside counsel to prepare, file and prosecute all Patent Rights claiming method of use in the Study Field during the course of research under the Protocol for Study Technology covering both (i) Designated Biomarkers and (ii) Approved Restricted Biomarkers jointly developed by the Parties subject to terms and provisions set forth in Articles 4 and 5.
Joint Rights. (a) The Vendors hereby, and pursuant to that certain Representation Agreement dated as of the Closing Date between the Vendors and Feshbach, appoint Feshbach as their representative (herein the "Representative") who shall have full power and authority to make all decisions relating to adjustments provided in Article 2, to exercise elections and options and take all actions necessary or permitted to be taken pursuant to Article 9, to undertake the defence or settlement of any claims for which the Vendors may be required to indemnify the Purchaser, to receive the payments and prepayments contemplated to be made to the Vendors pursuant to the provisions of this Agreement, including Sections 2.1, 2.3, 2.7 and 9.7, to waive any or all of the conditions precedent set forth in Article 7 on behalf of the Vendors other than Morrison and to take all such oxxxx xxxions provided herein or in the Escrow Agreement to be taken by the Representative (and any other actions reasonably related or ancillary thereto), including the power to execute and deliver the Escrow Agreement and such other documents as may be necessary for the foregoing purposes, provided however that the Representative shall not in any event have any authority to waive, on behalf of Morrison, any or all of the cxxxxxxxxs precedent set forth in Article 7. The Vendors hereby authorize the Representative to deliver the Debentures to the Company marked paid-in-full upon payment of the principal and all interest accrued but unpaid thereon as contemplated in Section 9.7.
Joint Rights. Notwithstanding the Parties’ intent to enter into a Joint Development Agreement as set forth in Section 7.3(b), the Parties acknowledge that it is possible that certain Intellectual Property and Know-How may be generated by or under the authority of BH or its Affiliates, on the one hand, and ADM or its Affiliates, on the other hand, in activities conducted under this Agreement. The Parties will each own and retain an equal undivided interest in and to all such Intellectual Property and Know-How, other than Assigned Product Rights (“Joint Rights”). Subject to the terms and conditions of this Agreement, each Party shall have the right to use, and grant licenses through multiple tiers to use, any Joint Rights without the other Party’s consent and shall have no duty to account to the other Party for such use or license, and each Party hereby waives any right it may have under the laws of any country to require any such consent or accounting. Notwithstanding anything to the contrary in this Agreement, Joint Rights (other than any published patents or patent applications) shall be deemed to constitute the Confidential Information of each of the Parties, and each Party will be treated as the disclosing Party with respect thereto; provided, however, that: (x) each Party may freely exploit such Joint Rights as described in the immediately preceding sentence; (y) each Party may disclose Joint Rights only (A) under conditions of confidentiality reasonably sufficient to preserve any trade secret status available with respect thereto, (B) where the disclosure will be useful or necessary to the procurement of patent rights, or (C) in accordance with Article 10; and (z) neither Party shall be obligated under Article 10 to destroy originals or copies of Joint Rights. For clarity, nothing in this Section 7.3(c) shall constitute a license under any Intellectual Property or Know-How that does not constitute Joint Rights.
Joint Rights. Any Intellectual Property Rights that are first conceived or first reduced to practice during the term of this Agreement by personnel employed by or on behalf of ALPHARMA and personnel employed on or behalf of IDEA (other than the Intellectual Property Rights described in Sections 5.8(a) and 5.8(b)) shall be the joint property of IDEA and ALPHARMA (and each Party will, at the other's request and cost, enter into confirmatory assignments from time to time in relation to specific rights to give effect to such joint ownership), subject to the rights and licenses granted herein ("Joint Intellectual Property"). Subject to any exclusive licenses and restrictions set forth in this Agreement, each Party shall have the right to use, license and otherwise exploit Joint Intellectual Property without the consent of the other Party (and with no duty to account to the other Party). In the event any Joint Intellectual Property arises, the Parties shall discuss how to allocate responsibilities for prosecution and enforcement thereof between themselves and, in the absence of agreement on any such allocation of responsibilities, shall have the rights and obligations conferred upon joint inventors pursuant to applicable patent laws.
Joint Rights. Other than Sponsor’s Rights, Intellectual Property jointly conceived or developed by the Institution or other Institution personnel and Sponsor shall be owned jointly by the Institution and Sponsor (“Joint Rights”). The parties hereto shall not license or otherwise transfer any rights in or to any Joint Rights until the parties have entered into a joint cooperation agreement regarding licensing and patenting; provided, however, Sponsor shall have the right to exploit the Joint Rights in any way, including but not limited to commercial sales or licensing to third parties, and shall not be required to provide an accounting or remit any revenues therefrom to the Institution. Sponsor shall have the first option to negotiate an exclusive, worldwide, royalty-bearing license for the Institution’s interest in and to the Joint Rights or purchase such Joint Rights. Sponsor may exercise its option with regard to any Joint Rights at any time during the period of one hundred eighty (180) days after disclosure of such Joint Rights by providing the Institution with written notice of its desire to exercise its option. The aforesaid disclosure shall specify the terms upon which Sponsor may acquire such exclusive license. The Institution shall provide Sponsor with the information Sponsor reasonably requests to determine whether to exercise its option. If Sponsor does not exercise its option during the 180-day period, the Institution may license such Joint Rights to third parties, provided, however, that the Institution may not, for a period of one (1) year, license such Joint Rights to third parties on terms more favorable than those offered to the Sponsor. Upon Sponsor’s exercise of its option with regard to any Joint Rights, the Institution and Sponsor will negotiate in good faith in an attempt to reach a license or sale agreement satisfactory to both parties; provided however, that the negotiation period shall not exceed twelve (12) months. If both parties participate in good faith and in a timely manner in the negotiations but cannot reach an agreement, then upon the expiration of the twelve-month negotiation period the Institution shall have no further obligation to Sponsor under this Agreement with regard to the Institution’s interests under the Joint Rights; provided, however, Sponsor shall continue have the right to exploit the Joint Rights in any way.
