Ownership of Arising IP Sample Clauses

Ownership of Arising IP. Notwithstanding Section 7.1, the ownership of all Intellectual Property made by either Party (whether alone or jointly with the other Party) during and as a result of the performance of its obligations under the FOA and the Collaboration Program including any improvement or modification of Patents, Know How and Materials under the Control of either Party and necessary or reasonably useful for the making, having made, using, selling, offering for sale and import of the Vaccine Products, (the “Arising IP”) is as follows:
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Ownership of Arising IP. (a) Except as set specifically set forth in Sections 6.1(d) and 6.1(e) ownership will follow inventorship for all Arising IP, with inventorship being determined in accordance with United States patent laws (regardless of where the applicable activities occurred). Arising IP invented solely by or on behalf of LCB or any of its Affiliates will be solely owned by LCB or any of its Affiliates (“LCB Arising IP”). Arising IP invented solely by or on behalf of Pyxis or any of its Affiliates will be solely owned by Pyxis or any of its Affiliates (“Pyxis Arising IP”). Arising IP invented jointly by LCB or any of its Affiliates and Pyxis or any of its Affiliates will be jointly owned by both Parties (“Joint Arising IP”). (b) Each Party will promptly disclose to the other Party any Arising IP developed, created, conceived, or reduced to practice by or on behalf of such Party or any of its Affiliates during the Term. Each Party will obligate any employees, Sublicensees, and Third Party contractors to assign all Arising IP to such Party so that each Party can comply with its obligations under this Section 6.1 (Ownership of Arising IP), and each Party will promptly obtain such assignment. (c) Each Party will have an undivided one-half (1/2) interest in and to the Joint Arising IP. Each Party, for itself and on behalf of any of its Affiliates, licensees and Sublicensees, and employees, subcontractors, consultants and agents of any of the foregoing, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), to the other Party a joint and undivided interest in and to all Joint Arising IP. (d) For Antibody IP, any improvements, modifications or derivatives identified, developed, generated or conceived pursuant to the Agreement shall be owned by LCB. Pyxis shall disclose to LCB any Antibody IP arising hereunder promptly and in any event within [***], after becoming aware of such Intellectual Property. Pyxis hereby assigns, and agrees to assign, to LCB all right, title and interest in and to any Antibody IP identified, developed, generated or conceived by Pyxis pursuant to the Agreement. (e) For LCB Background IP, any improvements or enhancements identified, developed, generated or conceived pursuant to the Agreement shall be owned by LCB. Pyxis shall disclose to LCB any LCB Background IP arising hereunder promptly and in any event within [***], after becoming aware of such Intellectual Property. Pyxis hereby assigns, and agrees...
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Ownership of Arising IP. As between the Parties, Mirum or its Affiliate or their respective sublicensees or subcontractors, as applicable, shall solely own all Information, discoveries, works and inventions (patentable or not) invented, created, discovered, generated, authored, conceived, or reduced to practice solely by or on behalf of Mirum or its Affiliates or their respective sublicensees or subcontractors under this Agreement using Shire IP or Shire Confidential Information, including Patents filed thereon and other intellectual property rights therein and registrations thereon (collectively “Arising IP” and any Patents thereon, “Arising Patents”).
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Ownership of Arising IP. Any Intellectual Property Rights arising from the performance of the Research Program shall be owned as follows: 7.2.1 All Arising IP which relates solely to the differentiation of T-cells or to any process relating to such differentiation or which is specific to the Field shall be solely owned by Adaptimmune. 7.2.2 All Arising IP which is solely created or reduced to practice by Adaptimmune employees or employees of its Affiliates or by Third Parties on behalf of Adaptimmune or its Affiliates shall be solely owned by Adaptimmune. 7.2.3 Excluding any Arising IP which is owned by Adaptimmune in accordance with Sections 7.2.1 and 7.2.2 above, any Arising IP which constitutes an improvement to or development of Gene Editing Technology or HLA Engineering Technology or which solely relates to the [***] Cell Line or [***] cell line shall be solely owned by Universal. 7.2.4 Any Arising IP other than that owned in accordance with Sections 7.2.1 – 7.2.3 shall be jointly owned by Universal and Adaptimmune with each party having an undivided joint ownership interest in all rights, title and interest worldwide in and to such jointly owned Arising IP. 7.2.5 Notwithstanding the foregoing, any Arising IP which relates solely to the HLA-Edited Cell Line shall be jointly owned by Universal and Adaptimmune with each party having an undivided joint ownership interest in all rights, title and interest worldwide in and to such jointly owned Arising IP. 7.2.6 Subject to Section 7.4, with respect to jointly owned Arising IP, each of the parties shall have, and does hereby have an undivided joint ownership interest in all rights, title, and interest worldwide in and to such jointly owned Arising IP. Each party shall have the right to practice, license and sublicense (through multiple tiers), or otherwise exploit such jointly owned Arising IP without the consent of or accounting to the other Party, except as otherwise expressly set forth in this Agreement.
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Ownership of Arising IP. Any Intellectual Property Rights arising from the performance of the Research Program shall be owned as follows: 7.2.1 All Arising IP which relates solely to the differentiation of T-cells or to any process relating to such differentiation or which is specific to the Field shall be solely owned by Adaptimmune. 7.2.2 All Arising IP which is solely created or reduced to practice by Adaptimmune employees or employees of its Affiliates or by Third Parties on behalf of Adaptimmune or its Affiliates shall be solely owned by Adaptimmune. 7.2.3 Excluding any Arising IP which is owned by Adaptimmune in accordance with Clauses 7.2.1 and 7.2.2 above, any Arising IP which constitutes an improvement to or development of Gene Editing Technology or HLA Engineering Technology shall be solely owned by Universal. 7.2.4 Any Arising IP other than that owned in accordance with Clauses 7.2.1 — 7.2.3 shall be jointly owned by Universal and Adaptimmune in equal undivided shares.
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Ownership of Arising IP. Title to all inventions and other intellectual property authored, conceived, created, developed, discovered, invented or reduced to practice in the course of performing obligations or exercising rights pursuant to this Agreement during the Term solely by the Provider (the “Provider Arising IP”), solely by the Company (the “Company Arising IP”) or jointly by the Provider and the Company (the “Joint Arising IP” and, together with the Provider Arising IP and the Company Arising IP, the “Arising IP”), shall be owned solely and exclusively by the Company. Provider shall promptly disclose to the Company (but in any event no more than sixty (60) days thereafter), and hereby irrevocably assigns and transfer to the Company, all Arising IP authored, conceived, created, developed, discovered, invented or reduced to practice by Provider (whether solely or jointly with the Company). The Company shall and does hereby grant to Provider a non-exclusive, perpetual, fully paid-up, royalty-free, sublicensable, worldwide license to use any and all Provider Arising IP derived from Existing IP for the development and commercialization of products and services related to all Indications other than attention deficit hyperactivity disorder (ADHD) and the Licensed Indications.
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Ownership of Arising IP. To the extent allowed under each Applicable Law of the applicable jurisdiction, ownership of Inventions shall be determined in accordance with U.S. patent law. If U.S. patent law is not allowed and a different Party is considered owner and/or inventor of a given Invention under national patent law, such Party shall assign, or cause to assign, the Invention to the rightful owner as determined under U.S. patent law. Each Party shall solely own any Intellectual Property relating to the Licensed Compound or Licensed Product made solely by it or its Affiliates, or its or their respective employees, agents, or independent contractors (Inventions therein, “Sole Inventions”; Ideaya’s Know-How therein, “Ideaya Know-How”, and Biocytogen’s Know-How therein, “Biocytogen Know-How”) under this Agreement. The Parties shall jointly own any Intellectual Property that is made jointly by employees, agents, or independent contractors of one Party or its Affiliates together with employees, agents, or independent contractors of the other Party or its Affiliates (Inventions therein, “Joint Inventions”; Know-How therein, “Joint Know-How”). Sole Inventions, Ideaya Know-How, Biocytogen Know-How, Joint Inventions, Joint Know-How, and Patents claiming any of the Sole Inventions or Joint Inventions are collectively “Arising IP”. Notwithstanding the foregoing, Joint Inventions shall include any Inventions that are derived from, or are improvements of any Intellectual Property that relates solely to the Licensed Compound, whether made solely by a Party or its Affiliates, or jointly by the Parties or their Affiliates. All Patents claiming Joint Inventions shall be referred to herein as “Joint Patents.” [***] Except to the extent either Party is restricted by the licenses granted to the other Party under this Agreement, each Party shall be entitled to practice, license, assign, and otherwise exploit the Joint Inventions, Joint Know-How, and Joint Patents without the duty of accounting to the other Party or seeking consent from the other Party. References in this Section 9.2 to generation of Intellectual Property by a Party or its Affiliates shall include generation by either Party’s or its Affiliates’ respective employees, agents, or independent contractors. Notwithstanding anything to the contrary herein, prior to the Option Exercise Date or absent exercise of the Option, unless otherwise agreed between the Parties, (i) Ideaya Know-How, Biocytogen Know-How other than Platform IP, and Joi...
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Ownership of Arising IP. Except as otherwise expressly provided in this Agreement, as between the Parties, (i) Protagonist shall own and retain all right, title, and interest in and to the Arising Protagonist IP, and (ii) Takeda shall own and retain all right, title, and interest in and to the Arising Takeda IP.
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Related to Ownership of Arising IP

  • Ownership of Technology As between the Parties, each Party shall own and retain all right, title, and interest in and to any and all Inventions and Information that are conceived, discovered, developed, or otherwise made solely by or on behalf of such Party (or its Affiliates or Sublicensees) under or in connection with this Agreement, whether or not patented or patentable, and any and all Patents and other intellectual property rights with respect thereto.

  • Ownership of Products It is understood and agreed that all products provided under this Agreement shall become the property of the County upon acceptance by the County.

  • Ownership of Works The Executive agrees to promptly disclose in writing to the Company all inventions, discoveries, developments, improvements and innovations (collectively referred to as “Inventions”) that the Executive has conceived or made during his employment with the Company; provided, however, that in this context, “Inventions” are limited to those which (i) relate in any manner to the existing or contemplated business or research activities of the Company and its affiliates; (ii) are suggested by or result from the Executive’s work at the Company; or (iii) result from the use of the time, materials or facilities of the Company and its affiliates. All Inventions will be the Company’s property rather than the Executive’s. Should the Company request it, the Executive agrees to sign any document that the Company may reasonably require to establish ownership in any Invention.

  • Ownership of Marks Each party acknowledges and agrees that (a) the other party's Marks are and shall remain the sole property of the other party, (b) nothing in the Agreement shall confer in a party any right of ownership or license rights in the other party's Marks, and (c) neither party shall register the other party's Marks in any jurisdiction. In addition, Licensee acknowledges and agrees that (i) the Marks of Third-Party Licensors are and shall remain the sole property of such Third- Party Licensors, (ii) nothing in the Agreement shall confer in Licensee any right of ownership or license rights in the Marks of Third-Party Licensors, and (iii) Licensee shall not register the Marks of Third-Party Licensors. Without limiting the generality of the foregoing, Licensee agrees not to use or adopt any trade name, trademark, logo or service mark which is so similar to Fannie Mae's Marks or the Marks of Third-Party Licensors as to be likely to cause deception or confusion, or which is graphically or phonetically similar to any of Fannie Mae's Marks or the Marks of Third-Party Licensors.

  • Ownership of Work Product All right, title, and interest in the Work Product, including all Intellectual Property Rights therein, is exclusively owned by System Agency. Grantee and Xxxxxxx’s employees will have no rights in or ownership of the Work Product or any other property of System Agency. Any and all Work Product that is copyrightable under United States copyright law is deemed to be “work made for hire” owned by System Agency, as provided by Title 17 of the United States Code. To the extent that Work Product does not qualify as a “work made for hire” under applicable federal law, Grantee hereby irrevocably assigns and transfers to System Agency, its successors and assigns, the entire right, title, and interest in and to the Work Product, including any and all Intellectual Property Rights embodied therein or associated therewith, and in and to all works based upon, derived from, or incorporating the Work Product, and in and to all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto, and in and to all causes of action, either in law or in equity for past, present or future infringement based on the copyrights, and in and to all rights corresponding to the foregoing. Xxxxxxx agrees to execute all papers and to perform such other property rights as System Agency may deem necessary to secure for System Agency or its designee the rights herein assigned. In the event that Grantee has any rights in and to the Work Product that cannot be assigned to System Agency, Grantee hereby grants to System Agency an exclusive, worldwide, royalty-free, transferable, irrevocable, and perpetual license, with the right to sublicense, to reproduce, distribute, modify, create derivative works of, publicly perform and publicly display, make, have made, use, sell and offer for sale the Work Product and any products developed by practicing such rights.

  • Ownership of Materials All reports, documents or other materials developed or received by Consultant or any other person engaged directly by Consultant to perform the services required hereunder shall be and remain the property of City without restriction or limitation upon their use.

  • Ownership of Intellectual Property Any intellectual property which originates from or is developed by a Party shall remain the exclusive property of that Party. Except for a limited license to use patents or copyrights to the extent necessary for the Parties to use any facilities or equipment (including software) or to receive any service solely as provided under this Agreement, no license in patent, copyright, trademark or trade secret, or other proprietary or intellectual property right now or hereafter owned, controlled or licensable by a Party, is granted to the other Party or shall be implied or arise by estoppel. It is the responsibility of each Party to ensure at no additional cost to the other Party that it has obtained any necessary licenses in relation to intellectual property of third Parties used in its network that may be required to enable the other Party to use any facilities or equipment (including software), to receive any service, or to perform its respective obligations under this Agreement.

  • Ownership of Inventions Inventorship of inventions conceived or reduced to practice in the course of activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patent.

  • Ownership of Work Products Contractor agrees that all work products created or developed for District by Contractor pursuant to this Contract are intended as “works made for hire” and shall be the exclusive property of the District. If any such work products contain Contractor’s intellectual property that is or could be protected by federal copyright, patent, or trademark laws, Contractor hereby grants District a perpetual, royalty-free, fully-paid, non-exclusive, and irrevocable license to copy, reproduce, deliver, publish, perform, dispose of, and use or re-use, in whole or in part, and to authorize others to do so, all such work products. District claims no right to any pre-existing work product of Contractor provided to District by Contractor in the performance of this Contract, except to copy, use, or re-use any such work product for District use only.

  • Ownership of Work All reports, work product, all other documents completed or partially completed by Contractor or its approved subcontractors, in performance of this Agreement, and if applicable, drawings, designs, and plan review comments shall become the property of the City. Any and all copyrightable subject matter in all materials is hereby assigned to the City and the Contractor and its approved subcontractors agree to execute any additional documents that may be necessary to evidence such assignment. All materials shall be delivered to the City upon completion or termination of the work under this Agreement. If any materials are lost, damaged or destroyed before final delivery to the City, the Contractor shall replace them at its own expense. Contractor and its approved subcontractors shall keep materials confidential. Materials shall not be used for purposes other than performance of services under this Agreement and shall not be disclosed to anyone not connected with these services, unless the City provides prior written consent.

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