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. 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. The Jointly Owned IP is subject to the following provisions:
(a) From the Closing Date until the date on which a Reversionary Event of Purchaser (as defined in Section 2(j) below) has occurred, the Subsidiary hereby assigns and continues to assign to Purchaser an undivided, joint interest in and to all Subsidiary Modifications (as defined on Schedule A hereto) such that, following such assignment, the Parties shall jointly own undivided interests in all Subsidiary Modifications, subject to the terms and conditions set forth in this Section 2.
(b) In furtherance of the provisions of Section 1 and this Section 2, (i) within 30 days following the Closing Date, Purchaser shall provide to the Subsidiary copies of all source code for software included in the Core Jointly Owned IP, and (ii) promptly following any Subsidiary Modifications subject to assignment pursuant to (a) above, but in no event less often than at the end of each fiscal quarter, the Subsidiary shall provide to the Purchaser copies of all source code for software included in such Subsidiary Modifications.
(c) In furtherance of the provisions of Section 1 and this Section 2, from the Closing Date until the date on which a Reversionary Event of Purchaser has occurred, the Subsidiary hereby agrees to perform at all times ongoing maintenance and support of the Jointly Owned IP software technology by, among other things, maintaining a managed services team of no less than one (1) senior director of technology operations, one (1) customer tech support, and three (3) developer members dedicated to advance, maintain and provide services to the Jointly Owned IP (collectively the above being the “Maintenance & Support Services”). The Subsidiary’s responsibilities covered under the Maintenance & Support Services include the following: (a) development operations (DevOps team); (b) software & system development, maintenance, and support; (c) source code maintenance; (d) product training & education (internal and external); (e) client product and technical support; (f) marketing/communication services (internal and external); and (g) account/margin department services.
(d) In furtherance of the provisions of Section 1 and this Section 2, from the Closing Date until the date on which a Reversionary Event of Purchaser has occurred, the Subsidiary hereby agrees that the Subsidiary’s principal administrative headquarters will be located at 100 Xxxxx Xxx Xxxx, Xxx Xxxxxx, XX, with its principal back-office operati...
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.
(2) Achaogen shall, or shall instruct patent counsel to, promptly provide copies to Ark of all Joint Patents, as well as patents, patent documents and correspondence pertaining to the Joint Patents. Ark shall be allowed to review and provide comment thereon. Achaogen will consider any comments provided by Ark in good faith.
(3) Subject to Section 6(c)(4) below, Achaogen shall be responsible for [***] percent ([***]%) of the Patent Expenses, and Ark shall be responsible for [***] percent ([***]%) of the Patent Expenses. In the event Achaogen has paid a Patent Expense without receiving a prepayment from Ark of its proportionate share of such Patent Expense, Achaogen shall provide written notification to Ark of the nature, amount and date of payment of such Patent Expense, together with the receipt or other appropriate documentation, and subject to Section 6(c)(4) below, Ark shall reimburse Achaogen its share of the Patent Expenses within thirty (30) days of receipt of such notification.
(4) [***], shall determine the countries or jurisdictions where Joint Patents will be filed, prosecuted, and maintained. If, during the term of this Agreement, either Party [***] with respect to any Joint Patent in any country or jurisdiction, the other Party may pay all such expenses but thereafter, the paying Party shall have sole authority over licensing and patent prosecution of the Joint Patents in any such country or jurisdiction and the non-paying Party shall assign to the pa...
Jointly Owned IP. To the extent that any Arising IP is jointly owned by the Parties under Clause 7.2.4, then save as provided under Section 7.1, 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 7.1.
Jointly Owned IP. The Parties shall jointly own all Foreground IP that is not Covered Product IP, Compound IP or Clearside IP (“Joint Inventions”). With respect to Exploitation of Joint Inventions outside the scope of the license granted hereunder, the Parties shall (A) first, negotiate in good faith for one or both Parties to obtain ownership or an exclusive license to the other Party’s interest in all or a portion of such Joint Invention and (B) subject to any transaction contemplated by the foregoing clause (A), neither Party shall be permitted to sublicense such Joint Invention without the other Party’s prior written consent, not to be unreasonably withheld. For the avoidance of doubt, the BioCryst Patent Application shall be deemed a Covered Product Patent Right hereunder and owned solely by BioCryst.
Jointly Owned IP. Other than MacroGenics Platform Improvement Know-How and Gilead Agent Improvement Know-How, MacroGenics and Gilead shall jointly own all Know-How, whether patentable or not, jointly conceived or reduced to practice in the course of conducting activities under this Agreement (“Jointly Owned Know-How”), together with all Patents that Cover such Jointly Owned Know-How (“Jointly Owned Patents”), with each Party owning an undivided half interest, subject to any rights or licenses expressly granted by one Party to the other Party under this Agreement, and the right to exploit without the duty of accounting or seeking consent from the other Party to the extent permitted under Applicable Laws and Regulations. Each Party shall, and hereby does (and shall cause its Related Parties and its and their respective Representatives 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 Related Parties and its and their respective Representatives 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. Gilead shall have the first right (but not the obligation) to institute and direct Enforcement Efforts under the Jointly Owned Patents. If Gilead (x) does not initiate any Enforcement Effort against a Third Party alleged to be conducting a Competing Activity, including by commencement of a legal action under the applicable Jointly Owned Patents or obtaining a settlement thereof (in accordance with this Agreement), within [***] after receiving notice of such Competing Activity, (y) initiates such Enforcement Effort within such period, and subsequently ceases to pursue or withdraws from such Enforcement Effort, or (z) provides written notice to MacroGenics that it does not intend to initiate such Enforcement Effort, then in each case ((x) through (z)) MacroGenics shall have the right (but shall not be obligated) to take all actions reasonably necessary to xxxxx and seek damages resulting from such Competing Activity, including commencement of a lawsuit against the accused Third Party if necessary; [***].
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.
