Joint Rights Clause Samples
The Joint Rights clause defines the shared rights and responsibilities held collectively by two or more parties under an agreement. In practice, this means that certain actions, decisions, or benefits—such as approvals, access to information, or use of intellectual property—require the consent or participation of all parties involved, rather than being exercised individually. This clause ensures that no single party can unilaterally exercise these rights, promoting collaboration and preventing disputes over unilateral actions.
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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. 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. 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. ▇▇▇▇▇▇▇ 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. 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. (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 o▇▇▇▇ ▇▇▇ions 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 c▇▇▇▇▇▇▇▇s 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.
(b) All actions to be taken by the Vendors herein except as may be limited by Section 1.8(a) may be taken by the Representative. The Vendors also irrevocably authorize the Representative to be the recipient of any Notice required to be given or made by the Purchaser to any of the Vendors hereunder, and any Notice received by the Representative shall be deemed for all purposes to be received by all of the Vendors.
(c) If the Representative resigns from such position, the Vendors shall promptly select another person from among the Vendors (or their heirs, executors, administrators, personal representatives, successors or assigns) to fill such vacancy. All decisions and actions by the Representative, including any agreement between the Representative and the Purchaser relating to any negotiated adjustment of the Purchase Price, any defence or settlement of any claims for which a Vendor or the Vendors may be required to indemnify the Purchaser, a...
Joint Rights. Jointly created or authored Work Product that results in one or more inventions and is based on both parties’ Confidential Information or Background Intellectual Property will be jointly owned by the parties.
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. The following Section 10 is hereby added to the RCLA.
Joint Rights. The Contractor and the Government equally share unlimited rights in all co-developed hardware and software under this contract. To the extent that anything co-developed under this contract is patented, copyrighted, or trademarked, both the Contractor and Government will be equal co-owners of such patents, copyrights, and/or trademarks, and each have full rights under such patents, copyrights, and/or trademarks.
Joint Rights. Each of the Parties shall have a perpetual, irrevocable, royalty free, fully paid, non-exclusive, worldwide license, with the right to sublicense, under the Verenium Patent Rights, the Verenium Know-How, the Syngenta Patent Rights and the Syngenta Know-How to make, have made and use Biomolecules included in the Collaboration Materials expressed or produced through any form of expression or production of Biomolecules, other than Transgenic Expression and Microbial Expression, and to use data and information included in the Collaboration Materials, in each case to develop, have developed, use, have used, make, have made, import, have imported, export, have exported, sell, offer for sale and have sold products which consist of, incorporate or are made through the use of any Biomolecules included in the Collaboration Materials expressed or produced through any form of expression or production of Biomolecules other than Transgenic Expression and Microbial Expression. The joint rights set forth in this Section 2.4 shall specifically include expression or production of Biomolecules in algae.