Common use of Joint Working Results Clause in Contracts

Joint Working Results. Joint Working Results shall be the joint property of both Parties, and the rights for such Working Results shall vest jointly in both Parties as provided herein (as defined hereinafter in Annex 1, the “Joint Working Results”). Each Party agrees to grant, and hereby does grant, usage rights to the other Party for any Joint Working Result for any purposes contemplated under this Agreement. Further, each Party shall not impair the other Party’s right to use the Joint Working Results for any such purposes. Notwithstanding the foregoing, the Steering Committee of the Parties shall consider [...***...], including [...***...] between the Parties, when determining [...***...]. [...***...]. Any allocation of license fees by the Steering Committee shall be distributed between the Parties in proportion to each Party’s contribution and in only one of the following three proportions: a) [...***...]% to the Party judged by the Steering Committee to have made the primary contribution to the Joint Working Results (the “Primary Developer”) and 25% to the Party judged by the Steering Committee to have made a lesser contribution (the “Secondary Developer”); b) [...***...]% to each Party in the event that both Parties are judged by the Steering Committee to have made equal contributions or in the event that the Steering Committee cannot determine within a reasonable time the respective contributions of the Parties, or c) [...***...]% to the Primary Developer in the event that the Steering Committee determines (1) that the Primary Developer made an overwhelming contribution to the Joint Working Results and/or (2) that the contribution consists solely of an Xxxx Improvement or a Myriant Improvement. The Steering Committee shall also consider the respective efforts that the Parties take in the commercialization of the Joint Working Results when making any adjustments to the foregoing allocation of the license fees. The Steering Committee shall also determine whether to make any downward adjustments to the Xxxx License Fee charged by Xxxx to Myriant as set forth in Exhibit A hereto based on any contributions to the Joint Working Results made by Myriant. In the event of a dispute in which one party claims to have made 100% of the contribution and the other party claims to have made more than a de minimis contribution to the Joint Working Results, the Parties shall refer the matter to the intellectual property rights mediator as provided for in Item D.9.

Joint Working Results. Joint Working Results shall be the joint property of both Parties, and the rights for such Working Results shall vest jointly in both Parties as provided herein (as defined hereinafter in Annex 1, the “Joint Working Results”). Each Party agrees to grant, and hereby does grant, usage rights to the other Party for any Joint Working Result Results for any purposes contemplated under this Agreement. Further, each Party shall not impair the other Party’s right to use the Joint Working Results for any such purposes. Notwithstanding the foregoing, the Steering Committee of the Parties shall consider [...***...], including the [...***...] between the Parties, when determining [...***...]. [...***...]. ] Any allocation of license fees by the Steering Committee shall be distributed between the Parties in proportion to each Party’s contribution and in only one of the following three proportions: a) [...***...]% to the Party judged by the Steering Committee to have made the primary contribution to the Joint Working Results (the “Primary Developer”) and 25[...***...]% to the Party judged by the Steering Committee to have made a lesser contribution (the “Secondary Developer”); b) [...***...]% to each Party in the event that both Parties are judged by the Steering Committee to have made equal contributions or in the event that the Steering Committee cannot determine within a reasonable time the respective contributions of the Parties, or c) [...***...]% to the Primary Developer in the event that the Steering Committee determines (1) that the Primary Developer made an overwhelming contribution to the Joint Working Results and/or (2) that the contribution consists solely of an Xxxx Improvement or a Myriant Improvement. The Steering Committee shall also consider the respective efforts that the Parties take in the commercialization of the Joint Working Results when making any adjustments to the foregoing allocation of the license fees. The Steering Committee shall also determine whether to make any downward adjustments to the Xxxx License Fee charged by Xxxx to Myriant as set forth in Exhibit A hereto based on any contributions to the Joint Working Results made by Myriant[...***...]. In the event of a dispute in which one party claims to have made 100% of the contribution and the other party claims to have made more than a de minimis contribution to the Joint Working Results, the Parties shall refer the matter to the intellectual property rights mediator as provided for in Item D.9.

Joint Working Results. Joint Working Results shall be the joint property of both Parties, and the rights for such Working Results shall vest jointly in both Parties as provided herein (as defined hereinafter in Annex 1, the “Joint Working Results”). Each Party agrees to grant, and hereby does grant, usage rights to the other Party for any Joint Working Result Results for any purposes contemplated under this Agreement. Further, each Party shall not impair the other Party’s right to use the Joint Working Results for any such purposes. Notwithstanding the foregoing, the Steering Committee of the Parties shall consider [...***...], including the [...***...] between the Parties, when determining [...***...]. [...***...]. ] Any allocation of license fees by the Steering Committee shall be distributed between the Parties in proportion to each Party’s contribution and in only one of the following three proportions: a) [...***...]% to the Party judged by the Steering Committee to have made the primary contribution to the Joint Working Results (the “Primary Developer”) and 25[...***...]% to the Party judged by the Steering Committee to have made a lesser contribution (the “Secondary Developer”); b) [...***...]% to each Party in the event that both Parties are judged by the Steering Committee to have made equal contributions or in the event that the Steering Committee cannot determine within a reasonable time the respective contributions of the Parties, or c) [...***...]% to the Primary Developer in the event that the Steering Committee determines (1) that the Primary Developer made an overwhelming contribution to the Joint Working Results and/or (2) that the contribution consists solely of an Xxxx Improvement or a Myriant Improvement. The Steering Committee shall also consider the respective efforts that the Parties take in the commercialization of the Joint Working Results when making any adjustments to the foregoing allocation of the license fees. The Steering Committee shall also determine whether to make any downward adjustments to the Xxxx License Fee charged by Xxxx to Myriant as set forth in Exhibit A hereto based on any contributions to the Joint Working Results made by Myriantmake[...***...]. In the event of a dispute in which one party claims to have made 100% of the contribution and the other party claims to have made more than a de minimis contribution to the Joint Working Results, the Parties shall refer the matter to the intellectual property rights mediator as provided for in Item D.9.