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Ownership of Program IP Sample Clauses

Ownership of Program IP. (a) As between the Parties (including their respective Affiliates), Prothena will solely own and Control all Program IP. Celgene shall, and hereby does, assign to Prothena all of Celgene’s interest in any and all Program Know-How that falls within Section 1.62(a)(iii) and all Program Patents claiming such Program Know-How. Celgene shall, and shall require its Affiliates to, take all reasonable actions and execute all documents necessary to effect the intent of the preceding sentence. As between the Parties (and their respective Affiliates) and any Third Party, Prothena will solely own and Control all Program IP; provided that if (a) [***] and (b) [***]. (b) If any Program IP is created, conceived, discovered, first generated, invented, first made or first reduced to practice pursuant to this Agreement by any Third Party that is in contractual privity with or otherwise engaged by Prothena or its Affiliates, [***], Prothena [***] include in such agreement with such Third Party an obligation to [***] to Prothena [***] such Program IP to enable Prothena to grant to Celgene the rights provided for in this Agreement and any U.S. License Agreement and Global License Agreement for the duration of this Agreement, and if applicable any U.S. License Agreement and Global License Agreement.
Ownership of Program IPAll rights title and interest in or to any and all Program IP shall be determined in accordance with the following terms and conditions: (a) Schering shall own all Program IP that is conceived solely by one or more employees, agents or consultants of Schering, its Affiliates, or Schering’s subcontractors. (b) Licensee shall own all Program IP that is conceived solely by one or more employees, agents or consultants of Licensee, its Affiliates, its subcontractors or its sublicensees. (c) Licensee and Schering shall jointly own all Program IP that is conceived by one or more employees, agents or consultants of Schering or its Affiliates, together with one or more employees, agents or consultants of Licensee, its Affiliates, its subcontractors or its sublicensees. (d) Licensee hereby grants to Schering an exclusive, sublicensable, royalty free license, under all Program IP to which Schering does not have an interest (either solely or jointly) solely to the extent necessary to Develop, make, have made, use, import, export, Commercialize, sell, offer for sale, and market the Licensed Product outside the Field in the Territory. (e) Schering hereby grants to Licensee a non-exclusive, sublicensable (subject to the obligations and restrictions in Section 2.5), royalty free license, under all Program IP to which Licensee does not have an interest (either solely or jointly) solely to the extent necessary to Develop, make, have made, use, import, export, Commercialize, sell, offer for sale, and market the Licensed Product in the Field in the Territory. (f) In the event of a dispute regarding inventorship, the Parties shall establish a procedure to resolve such dispute, which may include engaging independent Third Party patent attorneys jointly selected by the Parties to resolve such dispute. The Parties acknowledge that the ownership rights set out in this Section 8.2 are subject to the terms and conditions of this Agreement (including the licenses granted by Schering to Licensee), and subject thereto, each Party shall be free to use and exploit (which shall include the right to grant licenses under) any jointly owned Program IP, without any duty of accounting to the other Party.
Ownership of Program IPOwnership of Inventions shall follow inventorship, as determined in accordance with U.S. patent law (i.e., a Party shall solely own Inventions made solely by one or more of its employees or consultants, and the Parties shall jointly own Joint Inventions), except as follows: (a) All Pharma Inventions and Tocagen Technology Joint Inventions shall be solely owned by Tocagen, and Siemens hereby assigns to Tocagen all right, title and interest in and to all Pharma Inventions and Tocagen Technology Joint Inventions, including all intellectual property rights therein, without additional compensation beyond the payments expressly provided for herein. Tocagen hereby grants to Siemens, subject to the limitations expressly set forth in the last paragraph of Section 6.3, an irrevocable, perpetual, unrestricted, no-cost, non-exclusive license under the Tocagen Technology Joint Inventions with the right for Siemens to grant sublicenses solely in conjunction with the bona fide grant of a license under Siemens intellectual property. Siemens represents and warrants to Tocagen that each employee, agent, consultant and subcontractor of Siemens or any of its Affiliates involved in performing any activities in connection with this Agreement is obligated to assign all of his/her/its right, title and interest in and to Pharma Inventions and Tocagen Technology Joint Inventions to Siemens. Siemens shall sign and deliver to Tocagen, and shall cause all such employees, agents, consultants and subcontractors of Siemens and its Affiliates to sign and deliver to Tocagen, all writings and do all such things as may be necessary or appropriate to vest in Tocagen all right, title and interest in and to Pharma Inventions and Tocagen Technology Joint Inventions and to enable Tocagen to file and prosecute such patent applications in any country. Siemens will promptly disclose each Pharma Invention made in whole or in part by Siemens personnel, and each Tocagen Technology Joint Invention, to Tocagen in writing. Tocagen may, in its sole discretion, file and prosecute in its own name and, except to the extent expressly set forth in Section 2.4 in the case of Tocagen Technology Joint Inventions related or directed to Existing Assays, Clinical Assays, Designated Assays, Commercial Products and Approved Products, at its own expense, patent applications claiming or disclosing Pharma Inventions and Tocagen Technology Joint Inventions. (b) All Diagnostics Joint Inventions shall be owned solely by Siem...
Ownership of Program IP. As between Schering and Novacea, all rights, title and interest in or to any and all Program Know-How and Program Patents shall be owned by Schering. (a) Novacea shall promptly perform such other acts as may be reasonably requested by Schering in order to perfect Schering’s (or if applicable its Affiliate’s) ownership interest in Program Patents in accordance with this Section 12.2, including without limitation by causing the execution of any assignment or other similar documents. (b) To the extent that Novacea utilizes its existing Third Party contractors or sublicensees to perform any Development activities or Manufacturing activities related to the Licensed Products, Novacea shall convey to Schering its rights to any Program IP made by such Third Party contractors. [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (c) To the extent that after the Effective Date Novacea enters into any new agreements with Third Party contractors or sublicensees to perform any Development activities or Manufacturing activities related to the Licensed Products, Novacea shall ensure that such Third Party contractors are obligated to assign or license rights to Novacea to any Program IP made by such Third Party contractors so that such rights may be conveyed to Schering under this Section 12.2.
Ownership of Program IP. AMAG shall own all Know-How, Clinical Data, and inventions, whether patentable or not, conceived or reduced to practice in the course of conducting activities hereunder, together with all intellectual property rights therein, that are invented solely by AMAG, its Affiliates or its or its Affiliates’ respective consultants or subcontractors, solely by Norgine or its Affiliates or its or its Affiliates’ respective consultants or subcontractors, or jointly by AMAG (or its Affiliates or its or its Affiliates’ respective Sublicensees, consultants or subcontractors) on the one hand and Norgine (or its Affiliates or its or its Affiliates’ respective consultants or subcontractors) on the other hand (“AMAG Program IP”). Norgine hereby assigns, transfers and conveys (and to the extent a present assignment is prohibited by Applicable Laws and Regulations, shall assign) to AMAG all of Norgine’s (and its Affiliates’ and Sublicensees’) right, title and interest in and to such AMAG Program IP. Notwithstanding the foregoing, Norgine shall own all Know-How, Clinical Data, and inventions, whether patentable or not, conceived or reduced to practice, together with all intellectual property rights therein, whether invented solely by AMAG, its Affiliates or its or its Affiliates’ respective consultants or subcontractors, solely by Norgine or its Affiliates or its or its Affiliates’ respective consultants or subcontractors, or jointly by AMAG (or its Affiliates or its or its Affiliates’ respective Sublicensees, consultants or subcontractors) on the one hand and Norgine (or its Affiliates or its or its Affiliates’ respective consultants or subcontractors) on the other hand, that arise from a Regulator-Requested Trial (“Norgine Program IP”). AMAG hereby assigns, transfers and conveys (and to the extent a present assignment is prohibited by Applicable Laws and Regulations, shall assign) to Norgine all of AMAG’s (and its Affiliates’ and Sublicensees’) right, title and interest in and to such Norgine Program IP.
Ownership of Program IP. (a) For the purposes of this Agreement, the determination of inventorship of any Know-How, whether or not patentable, first invented, discovered, created or developed in the course of performing activities under this Agreement, and whether solely or jointly by or on behalf of a Party including by its employees, Affiliates, agents or independent contractors, shall be made in accordance with United States patent law. (b) As between the Parties, (i) all patentable inventions within the Program IP and all Patents claiming such inventions, and (ii) all other Program IP and other Intellectual Property rights in such Program IP, in each case ((i) and (ii)) discovered, created or developed solely by its employees, Affiliates, agents or independent contractors in connection with their activities under this Agreement, shall be owned solely by the inventing, discovering, creating or developing Party(ies), and if discovered, created or developed jointly by any of one Party’s employees, Affiliates, agents or independent contractors, on the one hand, and the other Party’s employees, Affiliates, agents or independent contractors, shall be owned jointly by the Parties (“Joint Program IP”).
Ownership of Program IP. (i) KBI Program IP. KBI will and does solely own all rights, title, and interests in and to all KBI Program IP, unless otherwise agreed in writing by the Parties. AbSci hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), and will cause its Affiliates to assign, to KBI all rights, title and interest in and to all KBI Program IP. (ii) AbSci Program IP. AbSci will and does solely own all rights, title, and interests in and to all AbSci Program IP, unless otherwise agreed in writing by the Parties. KBI hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), and will cause its Affiliates to assign, to AbSci all rights, title and interest in and to all AbSci Program IP. AbSci agrees to discuss in good faith compensation to KBI for contributions to Improvements to AbSci Technology that were invented or jointly invented by KBI.
Ownership of Program IP. Subject to the assignment of Program IP in accordance with this Section 3.2, ownership of Intellectual Property conceived or first reduced to practice pursuant this Agreement shall follow U.S. patent laws. Subject to the following sentence, Arcturus shall own all Program IP that both (a) is not SGI Related IP, and (b) would necessarily infringe at least one Valid Claim within the Licensed IP when made, used, or sold (“Arcturus Owned Program IP”). Each Party shall retain their ownership rights of any Arcturus Owned Program IP that is invented jointly by SGI and Arcturus (as determined under U.S. patent law); provided, however, that Arcturus shall own (and SGI hereby assigns) to Arcturus all LUNAR Product manufacturing process and process technology inventions within any Arcturus Owned Program IP that is jointly invented by Arcturus and SGI. SGI shall own and be assigned (and Arcturus hereby assigns to SGI) all Program IP other than Arcturus Owned Program IP. Each Party shall assist the other Party, at the expense of requiring assistance, in every reasonable way to evidence, record and perfect the ownership and assignments set forth in this Section 3.2 and to apply for, obtain recordation of, and enforce, maintain, and defend such assigned rights.

Related to Ownership of Program IP

  • 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 Property Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • 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 Properties Except as set forth on Schedule 2, on the date of this Agreement, the Borrower and its Subsidiaries will have good title, free of all Liens other than those permitted by Section 6.15, to all of the Property and assets reflected in the Borrower's most recent consolidated financial statements provided to the Agent as owned by the Borrower and its Subsidiaries.

  • 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 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 Data All Data transmitted to the Operator pursuant to the Service Agreement is and will continue to be the property of and under the control of the LEA. The Operator further acknowledges and agrees that all copies of such Data transmitted to the Operator, including any modifications or additions or any portion thereof from any source, are subject to the provisions of this DPA in the same manner as the original Data. The Parties agree that as between them, all rights, including all intellectual property rights in and to Data contemplated per the Service Agreement shall remain the exclusive property of the LEA.

  • Ownership of Proprietary Information Unless otherwise provided by law any reports, histories, studies, tests, manuals, instructions, photographs, negatives, blue prints, plans, maps, data, system designs, computer code (which is intended to be consideration under this Contract), or any other documents or drawings, prepared or in the course of preparation by either party in performance of its obligations under this Contract shall be the joint property of both parties.

  • Ownership of Material Copyright in the pages and in the screens displaying the pages, and in the information and material therein and in their arrangement, is owned by Profinium and/or its Service Providers unless otherwise indicated. All registered and unregistered trademarks used in the Service are the sole property of their respective owners. Unauthorized reproduction in whole or part is prohibited.

  • 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.