Other Collaboration IP Sample Clauses

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[***].
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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.
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Other Collaboration IP. The filing, prosecution and maintenance of Other Collaboration IP shall be addressed as follows: 9.1.4.1 Sutro shall have the sole right to file, prosecute, maintain and defend patent applications on Sutro Information and Inventions (“Sutro Other Information and Inventions”); 9.1.4.2 Merck shall have the sole right to file, prosecute, maintain and defend patent applications on Merck Information and Inventions (“Merck Other Information and Inventions”); and 9.1.4.3 The Patent Committee shall review proposed patent filings pertaining to Joint Information and Inventions within Other Collaboration IP (“Joint Other Information and Inventions”). A Party that believes that a patent application should be filed regarding any Joint Other Information and Inventions shall bring the matter to the attention of the Patent Committee and the Patent Committee shall discuss how to proceed. If Merck takes the lead in filing and prosecuting the application, then the Parties shall follow the general procedure described in Section 9.1.
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Other Collaboration IP. The Parties will jointly own all Other Collaboration IP, whether invented solely by Xxxxxxxxxxx, solely by Galapagos, or jointly by the Parties, subject to Article 4 (License Grants). Each Party shall be entitled to use and grant licenses to Third Parties under such Other Collaboration IP without any duty of accounting, recourse, or payment to the other Party, subject to Article 4 (License Grants). To the extent Applicable Law requires either Party to consent to the other Party’s use or licensing of the Other Collaboration IP, such Party will, and hereby does, grant such consent.
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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.
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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. (b) Ownership of Regulatory Materials (including any Regulatory Approval or Product Labeling) relating to either Product shall be governed by Section 4.2.
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Related to Other Collaboration IP

  • Joint Technology The Parties agree that, in order to effectuate the provisions of Section 4.4.2, subject to any exclusive licenses granted hereunder, (a) the non-use provisions of this Article 9 shall not apply to each Party’s use of Joint Technology, and (b) each Party may disclose the Joint Technology to Third Parties who are under terms of confidentiality no less strict than those contained in this Agreement.

  • Joint Patent Rights If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvements, and that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenance.

  • Research Collaboration 3.7.1 Aarvik shall carry out the activities of each Work Item and deliver the required Data Package and/or deliverables in accordance with the applicable SOW. Without limiting the generality of the foregoing, Aarvik shall, in accordance with the applicable SOWs and the timeline approved by JRC, apply the Aarvik IP to (i) design and synthesize Collaboration Compounds, and (ii) by itself or through subcontractor(s), [***]. During the Research Term, if any Party identifies any Third Party Patent or Know-How that is necessary or reasonably useful for any activity under the SOWs but has not been included in the Aarvik IP, then such Party shall immediately inform the other Party and the Parties shall discuss in good faith the need of obtaining a license from such Third Party. 3.7.2 No later than [***] ([***]) days after completion of the [***], Aarvik shall, to the extent not already provided to ArriVent, deliver the Data Packages and all other deliverables required under the [***], as well as the results of the Patentability and FTO Analysis as described in Section 3.2.3, to ArriVent. ArriVent shall have the sole discretion to decide whether or not to advance any Collaboration Compound and which Collaboration Compound(s) will be advanced for further studies beyond the [***]. ArriVent shall inform Axxxxx of its decision in writing. If AxxxXxxx decides to advance the Collaboration Program to [***], ArriVent shall make the payment for the [***] pursuant to Section 6.2.1. 3.7.3 If, upon completion of the [***] for the Collaboration Program, AxxxXxxx decides not to advance the Collaboration Program to [***], ArriVent may terminate the Collaboration Program. If AxxxXxxx decides to advance the Collaboration Program to [***], ArriVent shall make the payment for the [***] pursuant to Section 6.2.1. 3.7.4 No later than [***] ([***]) days after completion of the [***], Aarvik shall, to the extent not already provided to ArriVent, deliver all Data Packages and deliverables required under the [***] to ArriVent. ArriVent shall have the sole discretion to decide whether or not to advance any Collaboration Compound and which Collaboration Compound(s) will be advanced for further studies beyond the [***]. ArriVent shall inform Axxxxx of its decision in writing. 3.7.5 No later than [***] ([***]) days after completion of the [***], Aarvik shall, to the extent not already provided to ArriVent, deliver all Data Packages and deliverables required under the [***] to ArriVent. 3.7.6 Within [***] ([***]) days after completion of the [***], Aarvik shall deliver to ArriVent a full report on all key results and findings of the Collaboration Program, and such other data, results and information as ArriVent may deem necessary for it to determine whether or not to exercise the Option (the “Full Report”).

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you.

  • Joint Inventions For Subject Inventions conceived or first actually reduced to practice under this Agreement that are joint Subject Inventions made by CONTRACTOR and USER, each Party shall have the option to elect and retain title to its undivided rights in such joint Subject Inventions.

  • Patent Rights The State and the U. S. Department of Transportation shall have the royalty free, nonexclusive and irrevocable right to use and to authorize others to use any patents developed by the Engineer under this contract.

  • Third Party Technology The Company makes use of third party technology to collect information required for traffic measurement, research, and analytics. Use of third party technology entails data collection. We therefore would like to inform clients the Company enables third parties to place or read cookies located on the browsers of users entering the Company’s domain. Said third parties may also use web beacons to collect information through advertising located on the Company’s web site. Please note that you may change your browser settings to refuse or disable Local Shared Objects and similar technologies; however, by doing so you may be disabling some of the functionality of Company’s services.

  • Third Party Patent Rights No Party makes any warranty with respect to the validity, perfection or dominance of any Patent or other proprietary right or with respect to the absence of rights in Third Parties which may be infringed by the manufacture or sale of the Licensed Product. Each Party agrees to bring to the attention of the other Party any patent or patent application it discovers, or has discovered, and which relates to the subject matter of this Agreement.

  • Licensed Patent Rights The term “Licensed Patent Rights” shall mean rights arising out of or resulting from:

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

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