Ownership of Collaboration Inventions Sample Clauses

Ownership of Collaboration Inventions. Subject to the terms hereof, including the licenses and other rights granted hereunder, all Collaboration Inventions shall be owned as follows: (a) All Collaboration Inventions, including Joint Inventions, conceived or created by either Party or a Third Party on behalf of such Party during the Term relating to (i) solely the FC Technology and/or other formulations for injection Controlled by Camurus and being part of the Camurus Platform IP all having an effective extended release duration of more than 24 hours, or (ii) the FC Technology and/or other formulations for injection Controlled by Camurus and being part of the Camurus Platform IP all having an effective extended release duration of more than 24 hours, in each case incorporating buprenorphine or any other active pharmaceutical ingredient, shall be exclusively owned by Camurus, subject to the license granted to Braeburn under Section 2.1. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) The Parties shall jointly own all Joint Inventions, other than those covered above in (a), and, subject to the rights granted each Party under this Agreement, each Party may make, use, sell, keep, license or assign its interest in Joint Inventions and otherwise undertake all activities a sole owner might undertake with respect to such Joint Inventions, without the consent of and without accounting to the other Party. “Joint Inventions” means Collaboration Inventions for which it is determined, in accordance with the patent law of England, that both: (i) one or more employees, consultants or agents of Camurus or its Affiliates or any other persons obligated to assign such Collaboration Invention to Camurus; and (ii) one or more employees, consultants or agents of Braeburn or its Affiliates or any other persons obligated to assign such Collaboration Invention to Braeburn, are joint inventors of the Collaboration Invention. For any Joint IP covered by this Section 7.2(b) that could be the subject of an application for a Patent Right, the JSC, in conjunction with each Party’s patent counsel, will make an initial determination of inventorship prior to filing the application therefor to confirm that it is Joint IP...

Ownership of Collaboration Inventions. Notwithstanding Section 11.1, the ownership of all Know-How made by either Party (whether alone or jointly with the other Party) during the performance of its obligations under the Inhaled Plan (the “Collaboration Know-How”) is as follows:

Ownership of Collaboration Inventions. (a) The JPC shall, within a reasonable time after the Signing Date, establish and oversee a mutually agreeable procedure for (i) identifying and disclosing all inventions and Know-How generated by one or both Parties, their Affiliates or their respective employees, agents, or independent contractors in the course of conducting activities under this Agreement (“Collaboration Inventions”); and (ii) determining inventorship of each such Collaboration Invention, provided that such determination shall be made in accordance with United States patent laws. (b) Each Party shall solely own all Collaboration Inventions invented solely by its and/or its Affiliates’ respective employees, agents and/or independent contractors. (c) All Collaboration Inventions invented jointly by one or more employees, agents, or independent contractors of Trubion and/or its Affiliates and one or more employees, agents, or independent contractors of Facet and/or its Affiliates (collectively, “Joint Inventions”) shall be owned jointly by the Parties in accordance with joint ownership interests of co-inventors under United States patent laws (that is, each Party shall have full rights to license, assign and exploit such Joint Inventions (and any patents arising therefrom) anywhere in the world, without any requirement of gaining the consent of, or accounting to, the other Party), subject to the licenses granted herein and subject to any other intellectual property held by such other Party. (d) This Agreement is intended by the Parties to be entered into pursuant to 35 U.S.C. 103(c), as such section may be amended from time to time. For clarity, Collaboration Inventions are intended by the Parties to be subject to 35 U.S.C. 103(c)(1) and this Agreement is intended by the Parties to be deemed a “joint research agreement” as defined in 35 U.S.C. 103(c)(3), as such sections may be amended from time to time.

Ownership of Collaboration Inventions. Subject to the terms hereof, including the licenses and other rights granted hereunder, all Collaboration Inventions shall be owned as follows: (a) All Collaboration Inventions, including Joint Inventions, relating specifically to [ ]*, shall be exclusively owned by Camurus. (b) All Collaboration Inventions, including Joint Inventions, relating specifically to [ ]*, shall be exclusively owned by Rhythm. (c) The ownership of Collaboration Inventions not owned by Camurus or Rhythm in accordance with Section 7.2(a) or Section 7.2(b) shall be determined with reference to inventorship under U.S. patent law. If the Parties fail to agree with respect to inventorship, the dispute will be referred to a Third Party U.S. patent attorney acceptable to each of the Parties for Expert Determination as provided in Exhibit 7.2(c). The Parties shall jointly own all Collaboration Inventions that are

Ownership of Collaboration Inventions. All right, title and interest in all Collaboration Inventions that are discovered, made or conceived as part of the activities conducted pursuant to the Collaboration Program shall be owned as follows: (a) [***] own all Collaboration Inventions that are invented solely or jointly by employees, agents or consultants of [***] and/or [***] primarily relate to a [***]. To the extent that any such Collaboration Inventions referred to in this Section 15.1.3(a) shall have been invented by [***] are owned by [***] hereby assigns all of its right, title and interest therein to [***]. (b) [***] shall own all Collaboration Inventions that are invented solely or jointly by employees, agents or consultants of [***] and/or [***] primarily relate to the [***], but [***]. To the extent that any Collaboration Inventions referred to in this Section 15.1.3(b) shall have been invented by [***] and are owned by [***] hereby assigns all of its right, title and interest therein [***]. (c) Except as set forth in Sections 15.1.3(a) and 15.1.3(b), [***] and [***] shall [***] own all other Collaboration Inventions, including, without limitation, all [***]. In the event [***].

Ownership of Collaboration Inventions. As between Organon and Pfizer, (i) Organon shall solely own all Collaboration Inventions invented solely by Organon's employees and agents, (ii) Pfizer shall solely own all Collaboration Inventions invented solely by Pfizer's employees and agents, and (iii) the Parties shall jointly own all Collaboration Inventions invented by employees and agents of both Parties. The Parties agree that inventorship shall be determined in accordance with United States patent law, provided, however, that, without limiting the foregoing, in preparing patent applications for Collaboration Inventions, each Party shall follow the Laws of the Country in which such application is being filed. Each Party shall have the first right to prosecute and maintain Patent Rights included in the Collaboration Inventions solely owned by such Party. Neither Party shall abandon any Patent Rights included in the Collaboration Inventions that such Party has the first right to prosecute and maintain without at least 90 days' prior written notice of such abandonment to the other Party. If a Party decides to abandon any such Patent Rights, the other Party shall have the option to continue the prosecution and maintenance of such Patent Rights in the name(s) of the Party or Parties owning such Patent Rights and at such other Party's expense. The costs of prosecuting and maintaining Patent Rights included in the Collaboration Inventions shall be shared equally by the Parties in each Co- Promotion Country and Co-Marketing Country, Pfizer will bear all such costs in the Pfizer Exclusive Countries, Organon will bear all such costs in the Organon Exclusive Countries, and provided that either Party may elect not to pay such costs with respect to any given Patent Rights included in the Collaboration Inventions being prosecuted and/or maintained by the other Party incurred from and after such time as such Party notifies the other Party of such election, and thereafter any licenses granted in this Agreement by the other Party to the Party making such election shall exclude such Patent Rights. Such costs of prosecuting and maintaining Patent Rights included in the Collaboration Inventions in the Co-Promotion Countries shall be shared equally by the Parties and included in the Parties' Quarterly Marketing Cost Reports pursuant to Article 8A.1 of this Agreement. Pfizer shall reimburse Organon for all such costs of prosecuting and maintaining Patent Rights included in the Collaboration Inventions in the Pfizer Ex...

Ownership of Collaboration Inventions. As between the Parties, Aquinox will solely own all Collaboration Inventions that are conceived, made, or generated solely by the employees or consultants of Aquinox or its Affiliates, and Astellas will solely own all Collaboration Inventions that are conceived, made, or generated solely by the employees or consultants of Astellas or its Affiliates. The Parties shall jointly own all Joint Inventions. Inventorship shall be determined in accordance with U.S. patent laws.

Ownership of Collaboration Inventions. The entire right, title and interest in: (i) ALNYLAM Technology Collaboration Inventions and ALNYLAM Therapeutic Collaboration Inventions shall be owned solely by ALNYLAM; (ii) MERCK Technology Collaboration Inventions and MERCK Therapeutic Collaboration Inventions shall be owned solely by MERCK; and ALNYLAM-Assigned Therapeutic Collaboration Inventions shall be owned solely by ALNYLAM, shall be assigned by MERCK to ALNYLAM and shall be included within the definition of ALNYLAM Therapeutic Collaboration Inventions, and MERCK-Assigned Therapeutic Collaboration Inventions shall be owned solely by MERCK, shall be assigned by ALNYLAM to MERCK and shall be included within the definition of MERCK Therapeutic Collaboration Inventions.

Ownership of Collaboration Inventions. As between Organon and Pfizer, (i) Organon shall solely own all Collaboration Inventions invented solely by Organon's employees and agents, (ii) Pfizer shall solely own all Collaboration Inventions invented solely by Pfizer's employees and agents, and

Ownership of Collaboration Inventions. The entire right, title and interest in: (a) ALNYLAM Technology Collaboration Inventions and ALNYLAM Therapeutic Collaboration Inventions shall be owned solely by ALNYLAM; (b) MERCK Technology Collaboration Inventions and MERCK Therapeutic Collaboration Inventions shall be owned solely by MERCK; (c) Joint Collaboration Inventions shall be owned jointly by ALNYLAM and MERCK; and (d) In the event MERCK, solely or jointly with ALNYLAM, makes any discovery, improvement, or Invention with respect to a [**] Target after receiving the Opt-In Information for such [**] Target, and prior to the exercise of MERCK's Opt-In Right or MERCK's failure to do so before the expiration of the Opt-In Right exercise period, then MERCK shall assign the same to ALNYLAM and it shall be an "ALNYLAM-ASSIGNED THERAPEUTIC COLLABORATION INVENTION" and shall be included within the definition of an ALNYLAM Therapeutic Collaboration Invention. In the event ALNYLAM, solely or jointly with MERCK, makes any discovery, improvement, or Invention with respect to a MERCK RNAi Novel Target after receiving the MERCK RNAi Novel Target Information for such MERCK RNAi Novel Target, and prior to its election either: (i) to select such MERCK RNAi Novel Target as a Co-Development Target or (ii) to decline to do so and ALNYLAM's return to MERCK of all information and materials relating to the MERCK RNAi Novel Target (as provided in Section 3.2.2(d)), then ALNYLAM shall assign the same to MERCK and it shall be a "MERCK-ASSIGNED THERAPEUTIC COLLABORATION INVENTION" and shall be included within the definition of a MERCK Therapeutic Collaboration Inventions. ALNYLAM shall promptly disclose to MERCK the development, making, conception or reduction to practice of ALNYLAM Technology Collaboration Inventions, ALNYLAM Therapeutic Collaboration Inventions and Joint Collaboration Inventions and MERCK shall promptly disclose to ALNYLAM the development, making, conception or reduction to practice of MERCK Technology Collaboration Inventions, MERCK Therapeutic Collaboration Inventions and Joint Collaboration Inventions. ALNYLAM shall cause and ensure that each and every ALNYLAM employee, agent or representative, including consultants and scientific advisors, working on the Collaboration has assigned or will assign to ALNYLAM his/her rights to Inventions. MERCK shall cause and ensure that each and every MERCK employee, agent or representative, including consultants and scientific advisors, working on the Collaboration ...