Other Collaboration IP. Ownership of any Other Collaboration IP will be according to inventorship, with the inventor(s) owning the IP and inventorship determined in accordance with U.S. patent law. Neither Party will file a patent application covering any Other Collaboration IP without the prior written consent of the other Party.
Other Collaboration IP. Merck shall have the first right to file patent applications claiming Other Collaboration IP. Company shall promptly disclose to Merck in writing the conception, creation or discovery of such Other Collaboration IP to which one or more patent applications may be filed. Merck shall give Company an opportunity to review the text of any patent application claiming Other Collaboration IP before filing, shall consult with Company with respect thereto, and shall supply Company with a copy of the application as filed, together with notice of its filing date and serial number. Merck has the first right to prosecute and maintain in the Territory, upon appropriate consultation with Company, Patent Rights within Other Collaboration IP. Merck shall keep Company advised of the status of such Other Collaboration IP patent matters, including, without limitation, [***] by providing Company copies of any documents received by Merck from such patent offices. Merck shall promptly give notice to Company of the grant, lapse, revocation, surrender, invalidation or abandonment of any Patent Rights within Other Collaboration IP. Merck shall give notice to Company of any desire to cease prosecution and/or maintenance of Patent Rights within Other Collaboration IP on a country-by-country basis in the Territory and, in such case, shall permit Company [***] in its sole discretion, to continue prosecution or maintenance of such Patent Rights at its own expense[***].
Other Collaboration IP. Each Party shall jointly own all Collaboration IP other than TriSalus Improvements and NewCo Improvements (“Joint Collaboration IP”). Subject to the Parties’ other rights and obligations under this Agreement, each Party is entitled to use and exploit the Joint Collaboration IP for all purposes in its own territories, without consent of and without a duty of accounting to the other Party. Each Party shall grant, and hereby does grant, all permissions, consents and waivers with respect to, and licenses under, such Party’s interest in the Joint Collaboration IP, in its own territories, necessary to provide the other Party with such rights of use and exploitation of the Joint Collaboration IP, and will execute documents as necessary to effectuate the intent of the foregoing.
Other Collaboration IP. (a) Myovant shall own all right, title and interest in any and all Myovant Other Collaboration IP. Pfizer shall own all right, title and interest in any and all Pfizer Other Collaboration IP. Each party shall own an equal, undivided interest in any and all Joint Other Collaboration IP. Subject to the licenses and rights of reference granted under Section 4.6, Section 10.1.1 and Section 10.2, the non-compete obligations set forth in Section 16.2, and each Party’s confidentiality obligations under Article XII, each Party shall have the right to Exploit the Joint Other Collaboration IP without a duty of seeking consent or accounting to the other Party. If in a particular country the consent of co-owners is required for one co-owner to grant license rights under or otherwise Exploit Joint Other Collaboration IP as provided in the previous sentence, each Party hereby consents to such license grant to use and otherwise Exploit such Joint Other Collaboration IP in such country without any duty to share profits with (other than such duty under this Agreement), or provide an accounting to, the other Party with respect to such use and Exploitation, and each Party hereby grants to the other Party under such granting Party’s interest in such Joint Other Collaboration IP, a perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers), non-exclusive license to Exploit any Joint Other Collaboration IP in such country in any manner and for any purpose whatsoever, subject to the licenses and rights of reference granted under Section 4.6, Section 10.1.1, and Section 10.2, the non-compete obligations set forth in Section 16.2, and each Party’s confidentiality obligations under Article XII.
Other Collaboration IP. The filing, prosecution and maintenance of Other Collaboration IP shall be addressed as follows:
