Common use of Ownership of Collaboration Know How and Collaboration Patents Clause in Contracts

Ownership of Collaboration Know How and Collaboration Patents. Without limitation on the options granted to BI below, Zealand Pharma shall solely own all right, title and interest in and to any and all Collaboration Know-How and in and to all US provisional Collaboration Patents and US utility Collaboration Patents, and BI agrees to assign, and hereby does assign, all of its rights, title and interests in and to the Collaboration Know-How and US provisional Collaboration Patents and US utility Collaboration Patents to Zealand Pharma. Without limitation on the options granted to BI below, Zealand Pharma and BI shall jointly own each PCT international Collaboration Patent and national applications outside the US as from the international/national filing date, which PCT international Collaboration Patent or national application outside the US, if any, shall be filed in the names of Zealand Pharma and BI. The Parties agree that, subject to Article 11, Section 3.2, the last two (2) paragraphs of Section 5.1 and the other terms of this Agreement, each Party shall have the co-exclusive right and license under and to any jointly-owned Collaboration Intellectual Property to make, have made, use, register, sell, [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. offer to sell, import, export, research, have researched, Develop, have Developed, and Commercialize Compounds, and to otherwise exploit (including the right to grant sublicenses) the jointly-owned Collaboration Intellectual Property, in each case solely outside the field of the Collaboration Compounds, [***] and Products in the Field, and without any requirement to obtain the approval of the other Party or to share with the other Party the proceeds of any such use of the jointly-owned Collaboration Intellectual Property. BI shall have the option, any time during the term of this Agreement in the US after the issuance of a Collaboration Patent in the US (regardless whether it claims the priority of a provisional or utility patent application) to require Zealand Pharma to transfer and assign to BI an equal and undivided joint ownership interest in and to such issued US Collaboration Patent. BI may exercise such option with respect to an issued US Collaboration Patent by providing written notice thereof to Zealand Pharma. Upon exercise of such option, Zealand Pharma shall execute a mutually acceptable assignment agreement transferring and assigning to BI an equal and undivided joint ownership interest in and to such issued US Collaboration Patent, and in and to any Collaboration Know-How described in such issued Collaboration Patent, with the exception of Collaboration Know-How related to Zealand Pharma Platform Technology, which shall remain wholly-owned by Zealand Pharma.

Appears in 1 contract

Samples: License and Collaboration Agreement (Zealand Pharma a/S)

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Ownership of Collaboration Know How and Collaboration Patents. Without limitation on the options granted to BI below, Zealand Pharma shall solely own all right, title and interest in and to any and all Collaboration Know-How and in and to all US provisional Collaboration Patents and US utility Collaboration Patents, and BI agrees to assign, and hereby does assign, all of its rights, title and interests in and to the Collaboration Know-How and US provisional Collaboration Patents and US utility Collaboration Patents to Zealand Pharma. Without limitation on the options granted to BI below, Zealand Pharma and BI shall jointly own each PCT international Collaboration Patent and national applications outside the US as from the international/national international filing date, which PCT international Collaboration Patent or national application outside the US, if any, shall be filed in the names of Zealand Pharma and BI. The Parties agree that, subject to Article 11, Section 3.2, the last two (2) paragraphs of Section 5.1 and the other terms of this Agreement, each Party shall have the co-exclusive right and license under and to any jointly-owned Collaboration Intellectual Property to make, have made, use, register, sell, [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. offer to sell, import, export, research, have researched, Develop, have Developed, and Commercialize Compounds, and to otherwise exploit (including the right to grant sublicenses) the jointly-owned Collaboration Intellectual Property, in each case solely outside the field of the Collaboration Compounds, [***] and Products in the Field, and without any requirement to obtain the approval of the other Party or to share with the other Party the proceeds of any such use of the jointly-owned Collaboration Intellectual Property. BI shall have the option, any time during the term of this Agreement in the US after the issuance of a Collaboration Patent in the US (regardless whether it claims the priority of a provisional or utility patent application) to require Zealand Pharma to transfer and assign to BI an equal and undivided joint ownership interest in and to such issued US Collaboration Patent. BI may exercise such option with respect to an issued US Collaboration Patent by providing written notice thereof to Zealand Pharma. Upon exercise of such option, Zealand Pharma shall execute a mutually acceptable assignment agreement transferring and assigning to BI an equal and undivided joint ownership interest in and to such issued US Collaboration Patent, and in and to any Collaboration Know-How described in such issued Collaboration Patent, with the exception of Collaboration Know-How related to Zealand Pharma Excluded Platform Technology, which shall remain wholly-owned by Zealand Pharma. The Parties agree that, subject to Article 11, Section 3.2, the last two (2) paragraphs of Section 5.1 and the other terms of this Agreement, each Party shall have the co-exclusive right and license under and to any jointly-owned Collaboration Intellectual Property to make, have made, use, register, sell, offer to sell, import, export, research, have researched, Develop, have Developed, and Commercialize Compounds, and to otherwise exploit (including the right to grant sublicenses) the jointly-owned Collaboration Intellectual Property, in each case solely outside the field of the Collaboration Compounds and the Products in the Field, and without any requirement to obtain the approval of the other Party or to share with the other Party the proceeds of any such use of the jointly-owned Collaboration Intellectual Property.

Appears in 1 contract

Samples: License and Collaboration Agreement (Zealand Pharma a/S)

Ownership of Collaboration Know How and Collaboration Patents. Without limitation on the options granted to BI below, Zealand Pharma shall solely own all right, title and interest in and to any and all Collaboration Know-How and in and to all US provisional Collaboration Patents and US utility Collaboration Patents, and BI agrees to assign, and hereby does assign, all of its rights, title and interests in and to the Collaboration Know-How and US provisional Collaboration Patents and US utility Collaboration Patents to Zealand Pharma. Without limitation on the options granted to BI below, Zealand Pharma and BI shall jointly own each PCT international Collaboration Patent and national applications outside the US as from the international/national filing date, which PCT international Collaboration Patent or national application outside the US, if any, shall be filed in the names of Zealand Pharma and BI. [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. The Parties agree that, subject to Article 11, Section 3.2, the last two (2) paragraphs of Section 5.1 and the other terms of this Agreement, each Party shall have the co-exclusive right and license under and to any jointly-owned Collaboration Intellectual Property to make, have made, use, register, sell, [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. offer to sell, import, export, research, have researched, Develop, have Developed, and Commercialize Compounds, and to otherwise exploit (including the right to grant sublicenses) the jointly-owned Collaboration Intellectual Property, in each case solely outside the field of the Collaboration Compounds, [***] and Products in the Field, and without any requirement to obtain the approval of the other Party or to share with the other Party the proceeds of any such use of the jointly-owned Collaboration Intellectual Property. BI shall have the option, any time during the term of this Agreement in the US after the issuance of a Collaboration Patent in the US (regardless whether it claims the priority of a provisional or utility patent application) to require Zealand Pharma to transfer and assign to BI an equal and undivided joint ownership interest in and to such issued US Collaboration Patent. BI may exercise such option with respect to an issued US Collaboration Patent by providing written notice thereof to Zealand Pharma. Upon exercise of such option, Zealand Pharma shall execute a mutually acceptable assignment agreement transferring and assigning to BI an equal and undivided joint ownership interest in and to such issued US Collaboration Patent, and in and to any Collaboration Know-How described in such issued Collaboration Patent, with the exception of Collaboration Know-How related to Zealand Pharma Platform Technology, which shall remain wholly-owned by Zealand Pharma.

Appears in 1 contract

Samples: License and Collaboration Agreement (Zealand Pharma a/S)

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Ownership of Collaboration Know How and Collaboration Patents. Without limitation on the options granted to BI below, Zealand Pharma shall solely own all right, title and interest in and to any and all Collaboration Know-How and in and to all US provisional Collaboration Patents and US utility Collaboration Patents, and BI agrees to assign, and hereby does assign, all of its rights, title and interests in and to the Collaboration Know-How and US provisional Collaboration Patents and US utility Collaboration Patents to Zealand Pharma. Without limitation on the options granted to BI below, Zealand Pharma and BI shall jointly own each PCT international Collaboration Patent and national applications outside the US as from the international/national international filing date, which PCT international Collaboration Patent or national application outside the US, if any, shall be filed in the names of Zealand Pharma and BI. The Parties agree that, subject to Article 11, Section 3.2, the last two (2) paragraphs of Section 5.1 and the other terms of this Agreement, each Party shall have the co-exclusive right and license under and to any jointly-owned Collaboration Intellectual Property to make, have made, use, register, sell, [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. offer to sell, import, export, research, have researched, Develop, have Developed, and Commercialize Compounds, and to otherwise exploit (including the right to grant sublicenses) the jointly-owned Collaboration Intellectual Property, in each case solely outside the field of the Collaboration Compounds, [***] and Products in the Field, and without any requirement to obtain the approval of the other Party or to share with the other Party the proceeds of any such use of the jointly-owned Collaboration Intellectual Property. BI shall have the option, any time during the term of this Agreement in the US after the issuance of a Collaboration Patent in the US (regardless whether it claims the priority of a provisional or utility patent application) to require Zealand Pharma to transfer and assign to BI an equal and undivided joint ownership interest in and to such issued US Collaboration Patent. BI may exercise such option with respect to an issued US Collaboration Patent by providing written notice thereof to Zealand Pharma. Upon exercise of such option, Zealand Pharma shall execute a mutually acceptable assignment agreement transferring and assigning to BI an equal and undivided joint ownership interest in and to such issued US Collaboration Patent, and in and to any Collaboration Know-How described in such issued Collaboration Patent, with the exception of Collaboration Know-How related to Zealand Pharma Excluded Platform Technology, which shall remain wholly-owned by Zealand Pharma. The Parties agree that, subject to Article 11, Section 3.2, the last two (2) paragraphs of Section 5.1 and the other terms of this Agreement, each Party shall have the co-exclusive right and license under and to any jointly-owned Collaboration Intellectual Property to make, have made, use, register, sell, offer to sell, import, export, research, have researched, Develop, have Developed, and Commercialize Compounds, and to otherwise exploit (including the right to grant sublicenses) the jointly-owned Collaboration Intellectual Property, in each case solely outside the field of the Collaboration Compounds and the Products in the Field, and without any requirement to obtain the approval of the other Party or [***] Certain information in this document has been omitted and submitted separately to the Securities and Exchange Commission. Confidential treatment has been requested separately with respect to the omitted portions. to share with the other Party the proceeds of any such use of the jointly-owned Collaboration Intellectual Property.

Appears in 1 contract

Samples: License and Collaboration Agreement (Zealand Pharma a/S)

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