Jointly Owned IP. Except as otherwise expressly provided in this Agreement, both TDCC and Symyx may use, sublicense, commercialize, or otherwise exploit all jointly-owned Program Technology without the consent of, or obligation to account to, the other party.
Jointly Owned IP. No legal action shall be commenced or pursued against any Infringement of Jointly-Owned Collaboration IP or Jointly-Owned Improvement Scope IP, without the prior written approval of both Parties. If both Parties agree to commence such a legal action, they shall agree with regard to control and cost and recovery sharing at the time of such agreement.
Jointly Owned IP. The Jointly Owned IP is subject to the following provisions:
Jointly Owned IP. Each Party shall promptly disclose any Joint Owned IP developed by or on behalf of it to the other Party. Each Party shall, and hereby does (and shall cause its employees, agents, and subcontractors to, and shall cause its Affiliates and their respective employees, agents and subcontractors to), assign to the other Party an undivided half interest of its and their right, title and interest in and to Jointly Owned IP. Upon either Party’s written request, the other Party shall, and shall cause its employees, agents, and subcontractors to, and shall cause its Affiliates and their respective employees, agents and subcontractors to, execute and deliver such instruments and do such acts and things as may be necessary under Applicable Laws and Regulations, or as the requesting Party may reasonably request to effectuate and confirm the vesting of such right, title and interest in and to the Jointly Owned IP.
Jointly Owned IP. (1) Achaogen shall be responsible for managing the filing, prosecution and maintenance of all Patents directed to any [***] in accordance with Section 5(c)(2) of this Agreement (collectively, the “Joint Patents”). Achaogen shall consult with Ark on a timely basis on all significant matters relating to the Joint Patents (including providing a copy of any patent application and any material correspondence with the applicable patent office reasonably in advance of its filing or submission) and consider in good faith Ark’s reasonable comments or suggestions with respect thereto. Achaogen shall not [***] without prior written notice to Ark, which notice shall be given sufficiently in advance of any statutory bar or other deadline that would cause such Joint Patents to be abandoned or otherwise lapse. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Jointly Owned IP. To the extent that any Arising IP is jointly owned by the Parties under Section 7.2.4 and 7.2.5, then save as provided under Section 5.1 or this Section 7.4, both Parties shall be entitled to use such jointly owned Arising IP without restriction. Neither Party shall be entitled to assign its interest in such jointly owned Arising IP without the consent of the other Party save that either Party shall be entitled to assign its interest to an Affiliate or to an assignee to this Agreement (in accordance with Section 17). Both Parties shall be entitled to sub-license their interest in such jointly owned Arising IP without the requirement of consent from the other Party and in each case subject to the licences granted under Section 5.1. Universal shall not be entitled to use the jointly owned Arising IP under Section 7.2.5 within the Field (including to sub-license or license its interest within the Field) without the prior written consent of Adaptimmune.
Jointly Owned IP. The Jointly Developed Intellectual Property shall be jointly and equally owned by the Parties where each Party shall equally contribute to the costs associated with any formal protections (i.e., patent applications, etc.) associated therewith. [*]
Jointly Owned IP. In the event of any material potential or actual infringement by a Third Party of any Jointly-Owned IP, the Parties will confer and agree as to which Party shall bring, defend and maintain any appropriate suit, action or proceeding in connection therewith and the other Party shall join in such suit, action or proceeding to the extent necessary to maintain and prosecute it. In the event that the Parties are unable to agree as to which Party shall bring such suit, action or proceeding, either Party shall be free to pursue such suit, action or proceeding, and the other Party shall join therein to the extent necessary to maintain and prosecute it. In either event, any and all judgments, recoveries or compensation (e.g., payments on account of past infringement or future royalties) with respect to Jointly-Owned IP shall be shared equally by the Parties, after deduction of all litigation expenses incurred by the prosecuting Party. In addition, during the pendency of any such suit, action or proceeding, neither Party shall release or license the Third Party infringer or assign any ownership interest in Jointly-Owned IP to such Third Party infringer, without the prior written consent of the other Party, which consent may be withheld in the sole discretion of the other Party.
Jointly Owned IP. Except as set forth in Section 9.2.4, the parties will discuss in good faith matters relating to the preparation, filing, prosecution and maintenance of patents applications and patents claiming Collaboration Inventions jointly-owned by the parties (“Joint Patent Rights”), including whether to file, which party will take the lead in the preparation, filing, prosecution and maintenance of such patent applications and patents and the allocation of costs between the parties related to such actions.
Jointly Owned IP. Any Residual Project IP that is conceived, authored, or developed jointly by the parties, or jointly by an Affiliate of DexCom and an Affiliate of Insulet, or jointly by employees or third-party contractors of DexCom or its Affiliate and by employees or third-party contractors of Insulet or its Affiliate, and any Dual Project IP (collectively, such Residual Project IP and/or such Dual Project IP is referred to as “Jointly-Owned IP”) shall be jointly owned by the parties, without a duty to account, subject to the provisions of this Section 3.6 and Sections 3.7 and 3.8 below. Each party shall promptly disclose to the other party any Jointly-Owned IP conceived, authored, or developed by or on behalf of such party.
