Ownership of Newly Created Intellectual Property. (a) All Intellectual Property developed solely by a Party or acquired from a third party by a Party during the Term, whether in connection with this Agreement or otherwise, (“Improvements”) will be owned solely by such Party.
(b) The Parties agree that:
(i) Any Intellectual Property resulting from the joint contributions of CCC and Nevro personnel or contractors during the Term will be “Joint IP”. For purposes hereof, the sole standard for establishing whether or not any Intellectual Property is Joint IP will be that if the Intellectual Property in question were going to be patented under the laws of the United States (whether patentable or not), an employee of each party would be required to be named as an inventor in order for the patent to be legally valid and enforceable. All Joint IP will be owned jointly by the Parties. Joint IP will be subject to all of the terms and conditions of this Agreement. Each party will execute, and will cause its employees and contractors and its affiliates’ employees and contractors to execute, such assignments as may be necessary or advisable under law to effectuate the intent of this section.
(ii) Each Party will be solely responsible for determining whether to file and prosecute any patent application for any of its exclusively owned Intellectual Property.
(iii) The Parties will jointly determine whether or not to file and prosecute a patent application for any resultant patents covering Joint IP, and if so, in which jurisdictions and for how long. The Parties will jointly select patent counsel for any such application and patent prosecution. All legal expenses, filing fees and maintenance fees for all resultant patents will be shared equally both during the Term and after the termination of this Agreement for Joint IP that is jointly owned by the Parties. After the expiration or termination of this Agreement, if a party no longer desires to contribute to the fees or expenses for any resultant patent that is jointly owned, it will notify the other party on a timely basis, which shall have the option to elect to maintain such patent without contribution from the other party. In such event, the party desiring not to pay fees or expenses shall assign such patent to the other Party and will forfeit its right to use, sell, make and have made, such resultant patent.
(iv) During the Term of this Agreement, as long as Nevro satisfies the requirements of Section 9: (a) CCC will not grant, assign, or license any interest or owne...
Ownership of Newly Created Intellectual Property. (a) Each Party shall exclusively own all intellectual property (including, without limitation, Know-How, Patents and Patent Applications and copyrights) discovered, invented, authored or otherwise created solely by such Party, its employees, agents and consultants under the Discovery Program (“Sole Inventions”). Sole Inventions made solely by Sanofi, its employees, agents and consultants are referred to herein as “Sanofi Sole Inventions.” Sole Inventions made solely by Regeneron, its employees, agents and consultants are referred to herein as “Regeneron Sole Inventions.” The Parties agree that nothing in this Agreement, and no use by a Party of the other Party’s Intellectual Property pursuant to this Agreement, shall vest in a Party any right, title or interest in or to the other Party’s Intellectual Property, other than the license rights expressly granted hereunder.
(b) The Parties shall jointly own all intellectual property (including, without limitation, Know-How, Patents and Patent Applications and copyrights) discovered, invented, authored or otherwise created under the Discovery Programs that is invented or authored jointly by an individual or individuals having an obligation to assign such intellectual property to Sanofi (or for which ownership vests in Sanofi by operation of law), on the one hand, and an individual or individuals having an obligation to assign such intellectual property to Regeneron (or for which ownership vests in Regeneron by operation of law), on the other hand, on the basis of each Party having an undivided interest in the whole (“Joint Inventions”).
(c) Notwithstanding the foregoing in Section 6.1(b), (i) for purposes of determining whether a patentable invention is a Sanofi Sole Invention, a Regeneron Sole Invention or a Joint Invention, questions of inventorship shall be resolved in accordance with United States patent laws, as determined, if necessary, by an independent third party, (ii) for purposes of determining whether a copyrighted work is a Sanofi Sole Invention, a Regeneron Sole Invention or a Joint Invention, questions of copyright authorship shall be resolved in accordance with United States copyright laws, and (iii) for purposes of determining whether Know-How (other than copyrighted work and Patent Applications) is a Sanofi Sole Invention, a Regeneron Sole Invention or a Joint Invention, questions of authorship or inventorship shall be resolved in accordance with the laws of the State of New York, United States....
Ownership of Newly Created Intellectual Property. Subject to Section 12.1(e), each Party (and each Party's respective Affiliates) shall exclusively own all intellectual property (including, without limitation, Know-How, Patents and Patent Applications and copyrights) discovered, invented, authored or otherwise created in connection with the Collaboration solely by such Party, its Affiliates, employees, agents and consultants ("Sole Inventions"). Sole Inventions made solely by Sanofi, its Affiliates, employees, agents and consultants are referred to herein as "Sanofi Sole Inventions". Sole Inventions made solely by Regeneron, its Affiliates, employees, agents and consultants are referred to herein as "Regeneron Sole Inventions". The Parties agree that nothing in this Agreement, and no use by a Party of the other Party's Intellectual Property pursuant to this Agreement, shall vest in a Party any right, title or interest in or to the other Party's Intellectual Property, other than the license rights expressly granted hereunder. Any remuneration payable under applicable law to an inventor and costs associated with determining such remuneration shall be treated as Other Shared Expenses.
Ownership of Newly Created Intellectual Property. Inventorship of Intellectual Property invented through the performance of activities under this Agreement shall be determined in accordance with United States patent laws (regardless of where the applicable activities occurred) and ownership of such Intellectual Property shall follow inventorship. Notwithstanding the previous sentence, all right, title and interest in any [***] Regeneron Materials Improvements, [***] Intellia CRISPR-Cas IP, Intellia Materials Improvements, Regeneron Product Inventions, [***], in each case, shall be determined in accordance with the following terms and conditions:
Ownership of Newly Created Intellectual Property. The determination of whether Know-How or other inventions are invented by a Party for the purpose of allocating proprietary rights therein, shall, for purposes of this Agreement, be made in accordance with U.S. patent law or other Applicable Law in the United States irrespective of where such conception, discovery, development, or making occurs. As between the Parties, each Party will own any and all inventions, improvements, works, and Know-How invented, discovered, conceived, created, or otherwise generated (including as necessary to establish authorship (in case of publication and other copyrightable work), inventorship (in case of inventions, whether patentable or not) or ownership), solely by or on behalf of such Party or its Affiliates (or its or their respective directors, officers, employees, or agents), in the course of performing activities under this Agreement, and any and all Patent Rights and other Intellectual Property Rights thereto, and the Parties shall jointly own an equal and undivided interest in all Joint IP, [***], Kiniksa shall [***].
Ownership of Newly Created Intellectual Property. Inventorship of Intellectual Property invented through the performance of activities under this Agreement shall be determined in accordance with United States patent laws (regardless of where the applicable activities occurred) and ownership of such Intellectual Property shall follow inventorship. Notwithstanding the previous sentence, all right, title and interest in any [***] Regeneron Materials Improvements, [***] Intellia CRISPR-Cas IP, Intellia Materials Improvements, Regeneron Product Inventions, [***], in each case, shall be determined in accordance with the following terms and conditions:
(i) the Parties shall jointly own all [***];
(ii) Intellia shall solely own all Intellia Materials Improvements and Intellia CRISPR-Cas IP; and
(iii) Regeneron shall solely own all Regeneron Materials Improvements, [***] and Regeneron Product Inventions, provided that if at any time (i) any given Target that was previously a Regeneron Target is no longer a Regeneron Target hereunder,(ii) any given Target that was previously a Regeneron Evaluation Target becomes a Declined Target or Intellia Liver Target hereunder or (iii) any given Target that was previously a Regeneron Evaluation Target becomes a Drafted Expired Target pursuant to the last sentence of Section 4.1(a)(iv)(1)hereunder, then in either such case, Regeneron shall assign an equal undivided ownership interest in the Regeneron Product Inventions solely related to such Target [***]). 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 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
Ownership of Newly Created Intellectual Property. 4.2.1 Any Intellectual Property developed solely by QIG or acquired by QIG during the term of this Agreement, whether in connection with the Project or otherwise, shall be owned solely by QIG, except as provided for in this Section 4.2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
4.2.2 Any Intellectual Property developed solely by Aleva or acquired by during the term of this Agreement, whether in connection with the Project or otherwise, shall be owned solely by Aleva, except as provided for in this Section 4.2.
4.2.3 Notwithstanding any other provision of this Agreement: (a) QIG will own any improvement directed to the Intellectual Property owned by QIG pursuant to Section 4.1; and (b) Aleva will own any improvement directed to the Intellectual Property owned by Aleva pursuant to Section 4.1.
4.2.4 Any Intellectual Property resulting from the joint contributions of QIG and Aleva personnel during the term of this Agreement shall be “Joint IP.” For purposes hereof, the sole standard for establishing whether or not any Intellectual Property is Joint IP will be that, if the Intellectual Property in question were going to be patented (whether patentable or not), an employee of each party would be required to be named as an inventor in order for the patent to be legally valid and enforceable. All Joint IP shall be owned jointly by the parties. Joint IP shall be subject to all of the terms and conditions of this Agreement. There will be no duty to account to the other party for any use, sale or license of any Joint IP owned jointly by the parties. Each party shall execute, and shall cause its employees and its Affiliates’ employees to execute, such assignments as may be necessary or advisable under law to effectuate the intent of this Section 4.2.4.
Ownership of Newly Created Intellectual Property. (a) All Intellectual Property encompassing or subsisting in the Products developed or acquired by either Party during the Term (“Improvements”), whether in connection with this Agreement or otherwise, will be owned solely by Customer except as provided for in this Section 5.2.
(b) The Parties agree that:
(i) Except as otherwise set forth in this Section 5.2(b), any Intellectual Property resulting from the joint contributions of Greatbatch and Customer personnel or contractors during the Term will be “Joint IP”. For purposes hereof, the sole standard for establishing whether or not any Intellectual Property is Joint IP will be that if the Intellectual Property in question were going to be patented (whether patentable or not), an employee of each Party would be required to be named as an inventor in order for the patent to be legally valid and enforceable. Except as otherwise set forth in this Section 5.2(b), all Joint IP will be owned by Customer, but Greatbatch shall have an irrevocable, non-exclusive, worldwide, perpetual, royalty-free license to use all Joint IP, except in the production of the Products or other products substantially similar to the Products for competitors of the Customer. Joint IP will be subject to all of the terms and conditions of this Agreement. Each Party will execute, and will cause its employees and contractors and its affiliates’ employees and contractors to execute, such assignments as may be necessary or advisable under Applicable Law to effectuate the intent of this Section 5.2(b).
(ii) Each Party will be solely responsible for determining whether to file and prosecute any patent application for any of the Joint IP.
(iii) Each Party will promptly notify the other Party of any infringement or threatened infringement of any Joint IP resulting from this Agreement. Customer will determine what enforcement actions are appropriate with respect to Joint IP and cause the Parties to cooperate with respect to thereto.
Ownership of Newly Created Intellectual Property. Each Party (and each Party’s respective Affiliates) shall exclusively own all intellectual property (including, without limitation, Know-How, Patents and Patent Applications and copyrights) discovered, invented, authored or otherwise created in connection with the Collaboration solely by such Party, its Affiliates, employees, agents and consultants (“Sole Inventions”). Sole Inventions made solely by Company, its Affiliates, employees, agents and consultants are referred to herein as “Company Sole Inventions.” Sole Inventions made solely by Regeneron, its Affiliates, employees, agents and consultants are referred to herein as “Regeneron Sole Inventions.” The Parties agree that nothing in this Agreement, and no use by a Party of the other Party’s Intellectual Property pursuant to this Agreement, shall vest in a Party any right, title or interest in or to the other Party’s Intellectual Property, other than the license rights expressly granted hereunder.
Ownership of Newly Created Intellectual Property. Except as otherwise provided in an individual SOW, ownership of any Intellectual Property developed as part of a SOW shall be granted to CCNC to hold on behalf of the Alliance collectively.
