Ownership of Information and Inventions Sample Clauses

Ownership of Information and Inventions. Subject to Section 6.2 and the license grants under Article 2, as between the Parties, NovaDel shall own and retain all right, title and interest in and to any and all: (a) Information and Inventions that are conceived, discovered, developed or otherwise made by or on behalf of either Party (or its Affiliates or its Sublicensees), whether or not patented or patentable, and any and all Patent and other intellectual property rights with respect thereto; and (b) other Information and Inventions, and Patent and other intellectual property rights that are Controlled (other than pursuant to the license grants set forth in Article 2) by either Party, its Affiliates or Sublicensees ). Subject to the license grants to Licensee under Article 2, as between the Parties, NovaDel shall own and retain all right, title and interest in and to all Licensed Technology.

Ownership of Information and Inventions. Subject to Section 7.8 and 7.9, each Party will own all inventions (and Patents that claim such inventions) solely invented by or on behalf of it and/or its Affiliates and/or their respective employees, agents and independent contractors in the course of conducting its activities under this Agreement (collectively, “Sole Inventions”). All inventions invented jointly by employees, Affiliates, agents, or independent contractors of each Party in the course of conducting its activities under this Agreement (collectively, “Joint Inventions”) and Joint Patents will be owned jointly by the Parties. Subject to a Party’s obligations under applicable terms of this Agreement (e.g., licenses granted hereunder, confidentiality obligations, etc.) with respect to same, any Information generated during or resulting from a Party’s activities under this Agreement may be used by such Party for any purpose. This Agreement will be understood to be a joint research agreement under 35 U.S.C. §103(c)(3) entered into for the purpose of researching, identifying and developing Compounds and Products under the terms set forth herein.

Ownership of Information and Inventions. Each Party will own all inventions (and Patents that claim such inventions) solely invented by or on behalf of it and/or its Affiliates and/or their respective employees, agents and independent contractors in the course of conducting its activities under this Agreement (collectively, “Sole Inventions”). All inventions invented jointly by employees, Affiliates, agents, or independent contractors of each Party in the course of conducting its activities under this Agreement (collectively, “Joint Inventions”) and Joint Patents will be owned jointly by the Parties. Subject to a Party’s obligations under applicable terms of this Agreement (e.g., licenses granted hereunder, confidentiality obligations, etc.) with respect to same, any Information generated during or resulting from a Party’s activities under this Agreement may be used by such Party for any purpose. This Agreement will be understood to be a joint research agreement under 35 U.S.C. §103(c)(3) entered into for the purpose of researching, identifying and developing Compounds and Products under the terms set forth herein. Subject to the rights and licenses granted under this Agreement, it is understood that neither Party shall have any obligation to account to the other Party for profits, or to obtain any approval of the other Party to license, assign or otherwise exploit such Joint Inventions, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Applicable Law of any jurisdiction to require any such approval or accounting.

Ownership of Information and Inventions. Subject to Section 6.2 and the license grants under Article 2, as between the Parties, each Party shall own and retain all right, title and interest in and to any and all: (a) Information and Inventions that are conceived, discovered, developed or otherwise made by or on behalf of such Party (or its Affiliates or its Sublicensees (other than the other Party and its Affiliates)), whether or not patented or patentable, and any and all Patent and other intellectual property rights with respect thereto; and (b) other Information and Inventions, and Patent and other intellectual property rights that are Controlled (other than pursuant to the license grants set forth in Article 2) by such Party, its Affiliates or Sublicensees (other than the other Party and its Affiliates). Subject to the license grants to Licensee under Article 2, as between the Parties, NovaDel shall own and retain all right, title and interest in and to all Licensed Technology.

Ownership of Information and Inventions. Inventorship of intellectual property will be determined in accordance with Applicable Laws relating to inventorship set forth in the U.S. Patent laws for all purposes under this Agreement, and such principles of inventorship shall be used to determine whether a Party solely, or the Parties jointly, discovered, invented or created any intellectual property arising as a result of the performance of its or their obligations under this Agreement. Notwithstanding the foregoing, except as set forth in Section 7.4: (a) each Party will own all inventions (and all Patent and other intellectual property rights therein) solely invented by or on behalf of it or its Affiliates and/or their respective employees, agents and independent contractors in the course of conducting its activities under this Agreement (collectively, “Sole Inventions”); and (b) all inventions invented jointly by employees, Affiliates, agents or independent contractors of each Party in the course of conducting its activities under this Agreement and all Patent and other intellectual property rights therein (collectively, “Joint Inventions”) will be jointly owned by the Parties. Subject to any license grants provided or restrictions identified under this Agreement, each Party will be entitled to practice, license and otherwise exploit Joint Inventions without restriction or consent of the other or an obligation to account to the other Party, and each Party hereby waives any right it may have under the laws of any jurisdiction to require any such consent or accounting. Subject to a Party’s obligations under applicable terms of this Agreement (e.g., licenses granted hereunder, confidentiality obligations, etc.) with respect to same, any Information generated during or resulting from a Party’s activities under this Agreement may be used by such Party for any purpose. This Agreement will be understood to be a joint research agreement under 35 U.S.C. §103(c)(3) entered into for the purpose of researching, identifying and developing Compounds and Products and other inventions under the terms set forth herein.

Ownership of Information and Inventions. Each Party will own all inventions (and Patents that claim such inventions) solely invented by or on behalf of it and/or its Affiliates and/or their respective employees, agents and independent contractors in the course of conducting its activities under this Agreement (collectively, “Sole Inventions”). All inventions invented jointly by employees, Affiliates, agents, or independent contractors of each Party in the course of conducting its activities under this Agreement (collectively, “Joint Inventions”) and Joint Patents will be owned jointly by the Parties; provided that each Party may designate or one or more of its Affiliates to own such Party’s share of any Joint Patents provided always that such Affiliate shall be bound by the terms of this Agreement applicable to the Party making the designation as though it is a party to it. Subject to a Party’s obligations under applicable terms of this Agreement (e.g., licenses granted hereunder, confidentiality obligations, etc.) with respect to same, any Information generated during or resulting from a Party’s activities under this Agreement may be used by such Party for any purpose. Following the License Effective Date, this Agreement will be understood to be a joint research agreement under applicable U.S. patent law entered into for the purpose of developing Products under the terms set forth herein.

Ownership of Information and Inventions. Subject to Section 7.8 and 7.9, each Party will own all inventions (and Patents that claim such inventions) solely invented by or on behalf of it and/or its Affiliates and/or their respective employees, agents and independent contractors in the course of conducting its activities under this Agreement (collectively, “Sole Inventions”). All inventions invented jointly by employees, Affiliates, agents, or independent contractors of each Party in the course of conducting its activities under this Agreement (collectively, “Joint Inventions”) and Joint Patents will be owned jointly by the Parties. Inventorship shall be determined in accordance with U.S. patent law. Subject to a Party’s obligations under applicable terms of this Agreement (e.g., licenses granted hereunder, confidentiality obligations, etc.) with respect to same, any Information generated during or resulting from a Party’s activities under this Agreement may be used by such Party for any purpose. This Agreement will be understood to be a joint research agreement under 35 U.S.C. §103(c)(3) entered into for the purpose of researching, identifying and developing Compounds and Products under the terms set forth herein.

Ownership of Information and Inventions. Neither Party shall obtain any ownership rights in the Information and Inventions of the other Party by virtue of this Agreement. Except to the extent licensed herein, Merck shall retain all right, title and interest in and to the Merck Information and any Merck Inventions, and Xxxxx shall retain all right, title and interest in and to the Xxxxx Information and any Xxxxx Inventions. Ownership of Information and Inventions will remain with the respective Parties regardless of any modification or derivative thereof made by either Party solely or by both Parties jointly. The ownership of any modifications or derivatives of Information or Inventions shall be the property of the Party whose Information or Invention was the subject of the modification or derivative.

Ownership of Information and Inventions. Section 9.1 is hereby deleted in its entirety and replaced with the following:

Ownership of Information and Inventions. (a) (i) Any and all improvements or inventions made or developed with respect to Compounds and/or Products, including but not limited to, methods and materials used in the synthesis of Compound (including starting materials and intermediates for the synthesis of Compound) or the formulation of Product (the “Inventions”) conceived or reduced to practice in the course of conducting activities under this Agreement and invented solely by or on behalf of RAPT and/or its Affiliates or Sublicensees and/or their respective employees, agents or independent contractors (and Patents that claim such Inventions) will be owned solely by RAPT (collectively, “RAPT-Owned Inventions”), (ii) any and all Inventions conceived or reduced to practice in the course of conducting activities under this Agreement and invented solely by Hanmi and/or its Affiliates or Sublicensees and/or their respective employees, agents or independent contractors, regardless of whether on behalf of RAPT and/or Hanmi, (collectively, “Hanmi-Owned Inventions”) and Patents that solely claim or disclose the Hanmi-Owned Inventions, (“Hanmi Patents”) will be owned solely by Hanmi, and (iii) any and all Inventions conceived or reduced to practice in the course of conducting activities under this Agreement and invented jointly by or on behalf of RAPT and Hanmi and/or their respective Affiliates, Sublicensees, and/or their respective employees, agents or independent contractors (collectively, “Joint Inventions”) and Patents that claim or disclose the Joint Inventions (“Joint Patents”) will be jointly owned by the Parties, with each Party owning an undivided one-half interest in, to and under all Joint Inventions and Joint Patents. Subject to and without limiting the licenses granted under this Agreement and the other terms and conditions of this Agreement, Hanmi and RAPT shall not otherwise have an obligation to account to the other Party, or obtain the consent of the other Party, with respect to the exploitation (directly or through licensees or other Third Parties) of any Joint Inventions or Joint Patents, and Hanmi and RAPT hereby waive any right either may have under the laws of any jurisdiction to require such an accounting or consent. Notwithstanding anything in this Agreement to the contrary, Hanmi shall not file any patent application disclosing or claiming any manufacturing process for the Compound, including other physical forms or its drug product. (b) Each Party shall promptly disclose to the othe...