Jointly Owned Technology. Notwithstanding 7.3.1 above, in the ------------------------ event that any technology that is jointly owned by GenVec and Fuso under Section 7.1 of this Agreement is infringed or misappropriated by a third party, Fuso and GenVec shall discuss whether, and, if so, how, to enforce such Joint Technology or defend such Joint Technology in an infringement action, declaratory judgment or other proceeding. In the event only one party wishes to participate in such proceeding, it shall have the right to proceed alone, at its expense, and may retain any recovery; provided, at the request and expense of the participating party, the other party agrees to cooperate and join in any proceedings in the event that a third party asserts that the co-owner of such Joint Invention is necessary or indispensable to such proceedings.
Jointly Owned Technology. All Joint Program Technology and Joint Improvements shall be jointly owned by ImmunoGen and Lilly. The Parties shall also jointly own any Patent Rights claiming such Joint Program Technology and Joint Improvements.
Jointly Owned Technology. In the event that any patent that is jointly owned by MUS and Codexis is infringed by a Third Party, Codexis and MUS shall discuss whether, and, if so, how, to enforce or defend such jointly owned Patent in an infringement action, declaratory judgment or other proceeding. In the event only one Party wishes to participate in such proceeding, it shall have the right to proceed alone, at its expense, and may retain any recovery.
Jointly Owned Technology. All Joint Program Technology and Joint TAP Platform Improvements (including, without limitation, all Joint Patent Rights) shall be jointly owned by the Parties, with each Party holding an undivided one-half interest therein. Subject to the Parties’ other rights and obligations under this Agreement and any then-outstanding License Agreement, each Party shall be [***].
Jointly Owned Technology. Notwithstanding 14.4.1 above, in the event that any Technology that is jointly owned by RPRP and Introgen under Section 14.1 of this Agreement is infringed or misappropriated by a third party, Introgen and RPRP shall mutually agree upon whether, and, if so, how, to enforce such Joint Technology or defend such Joint Technology in a declaratory judgment or similar proceeding.
Jointly Owned Technology. All Joint Program Technology (including, without limitation, all Joint Patent Rights) shall be jointly owned by the Parties, with each Party holding an undivided one-half interest therein. Subject to the Parties’ other rights and obligations under this Agreement and any then-outstanding License Agreement(s), each Party shall be [***]. ImmunoGen’s one-half interest in Joint Program Technology and Joint Patent Rights shall be included in the Licensed Intellectual Property (as defined in the CytomX License Agreement) under the CytomX License Agreement to the extent it otherwise comes within such definition. CytomX’s one-half interest in Joint Program Technology and Joint Patent Rights shall be included in the Licensed Intellectual Property (as defined in each ImmunoGen License Agreement) under each ImmunoGen License Agreement to the extent it otherwise comes within such definition. Nothing in this Section 5.1.1(c) shall be construed to grant (i) CytomX any rights in and to ImmunoGen Background Technology or any ImmunoGen Program Technology in connection with its exploitation of Joint Program Technology and Joint Patent Rights outside the scope of the Research Program hereunder or the development, manufacture and commercialization of Licensed Products under a Development and Commercialization License, or (ii) ImmunoGen any rights in and to CytomX Background Technology and CytomX Program Technology in connection with its exploitation of Joint Program Technology and Joint Patent Rights outside the scope of the Research Program hereunder or the development, manufacture and commercialization of Licensed Products under a Development and Commercialization License.
Jointly Owned Technology. The Parties will jointly own any and all Joint IP. Each Party will have an undivided one-half interest in and to such Joint IP. Subject to the terms of this Agreement and any Non-Exclusive License agreement, each Party will exercise its ownership rights in and to such Joint IP, including the right to license and sublicense or otherwise to exploit, transfer or encumber its ownership interest, without an accounting or obligation to, or consent required from, the other Party, but subject to the licenses hereunder and the other terms and conditions of this Agreement. At the reasonable written request of a Party, the other Party will in writing grant such consents and confirm that no such accounting is required to affect the foregoing regarding Joint IP. Neither Party will file any Patent application or otherwise seek to protect any Joint IP without the prior written consent of the other Party.
Jointly Owned Technology. Except for Aurora Sensitive Technology and Continental Sensitive Technology, the Parties shall jointly own all Jointly Developed Technology, including all Intellectual Property Rights therein (collectively, the “Jointly Owned Technology”), and each Party will have the right to Utilize, license and assign its ownership interest in Jointly Owned Technology without need for consent from or accounting to the other Party. Each Party shall cause its Personnel to cooperate with the other Party and its counsel in obtaining or protecting Intellectual Property Rights in the Jointly Owned Technology in accordance with this Section 12.3.3. The IP Steering Committee shall meet as necessary to discuss in good faith and determine appropriate protection for patentable Jointly Owned Technology, including which Party will be responsible for prosecution of any applicable patents. Each Party shall pay an equal share of the costs for protection and defense of Jointly Owned Technology, except that if a Party declines to pay its share, then it shall assign its rights in the applicable Jointly Owned Technology to the other Party.
Jointly Owned Technology. Except as expressly stated in this Section 8, neither party shall have any obligations to the other party with respect to the ownership and/or rights of the Joint Technology or with respect to jointly-owned technology pursuant to Section 3.2 of this Agreement. Each party shall bear sole responsibility for any indemnification with respect to their respective customers relating to the Joint Technology and any jointly-owned technology pursuant to Section 3.2, and each party shall indemnify the other party (pursuant to Section 8.4 below) for any claims made by such customers and/or other third parties who derive their rights from such party. -------------------------------------------------------------------------------- PAGE 29 OF 42
Jointly Owned Technology. All Joint Program Technology and Joint TAP Platform Improvements (including, without limitation, all Joint Patent Rights) shall be jointly owned by the Parties, with each Party holding an undivided one-half interest therein. Subject to the Parties’ other rights and obligations under this Agreement and any then‑outstanding License Agreement, each Party shall be free to exploit and assign, either itself or through the grant of licenses to Third Parties, all Joint Program Technology, Joint TAP Platform Technology Improvements and Joint Patent Rights throughout the world without restriction, without the need to obtain further consent from or provide notice to the other Party and without any duty to account or otherwise make any payment of any compensation to the other Party. [***] Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
