Patentable Inventions Clause Samples

Patentable Inventions. In the event that any Inventions may be patentable: A. the Party owning such Invention pursuant to Section 6.3 shall have the right, in its sole discretion, to determine the patent strategy for such Invention, which may include not obtaining patent protection in a particular country or any country; B. without prejudice to the generality of Section 6.4, the Party not owning an Invention shall cooperate with the other Party and/or its attorneys upon reasonable request, at the expense of the other Party, in (i) properly filing and prosecuting patent applications, (ii) vesting title herein provided and (iii) providing non-financial assistance in enforcing any patents resulting from such patent applications; and C. the cost of patenting Inventions will be borne by the owner of the Invention.

Patentable Inventions. Unless otherwise agreed to by the parties in any license or other agreement, all patentable inventions, improvements and any patent rights appurte- nant thereto, conceived and reduced to practice pursuant CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. to the Research shall be owned jointly where created jointly or solely by each party where so created. Licenses to any such inventions, improvements and patent rights, however owned, shall be governed by the terms of this Agreement and/or any future license agreement pertaining to such rights. 4.1.1 If either party identifies or becomes aware of a patentable invention, that party shall promptly submit a written description of the subject matter of such invention to the other party. With regard to inventions with application to the Research or future products within the Field of Use, *************** shall have primary responsibility for determining whether to file patent applications in the Territory, and shall be responsible for determining the timing and scope of a patent application and for selecting the countries for filing, and for the filing, prosecution and maintenance of such patent application and all patents issuing therefrom. Debio and Dyax shall provide to each other all necessary cooperation relating to the filing, prosecution and maintenance of such patent applications. All expenses for such matters in the Territory shall be borne by ***************.

Patentable Inventions. (1) Negotiation of a Commercial License. SYSTEM, through TAES, has granted CERES in the SRA a time-limited option to obtain an exclusive world-wide commercial license in SYSTEM’s rights in Subject Inventions under the SRA, with the right to grant sublicenses. If CERES advises SYSTEM as per the terms of the SRA that CERES elects to obtain an exclusive commercial license to such Subject Invention, the Parties shall initiate negotiation of a license agreement based on the Example License Agreement for Subject Inventions in Appendix A. The start of such negotiations shall be evidenced by written notice from one Party to the other initiating such negotiations, and such negotiations shall not extend beyond one hundred eighty (180) days from the start thereof without the mutual consent of both Parties (“Negotiation Period”). Such license shall be negotiated in good faith between the Parties and shall contain reasonable business terms common to CERES’ field of commercial interest and proposed application. If the Parties fail to reach agreement within the Negotiation Period, the terms and conditions of the license on which no agreement was reached shall be settled in accordance with the following procedures: the disputed contract terms shall be referred to a mutually agreed impartial expert whose decision shall be final. Each Party shall submit to the expert within fifteen (15) days of his appointment its position in writing on the disputed contract terms and conditions. Such expert shall be limited to choosing one of such two (2) party positions on each of the contract terms and conditions or related group of contract terms and conditions that the expert considers most reasonable in the circumstances and shall not make any other determination. Neither Party shall be bound by any determination by the expert which, in the opinion of Party’s counsel, will result or be likely to result in that Party violating any applicable law or regulation.

Patentable Inventions. (a) As between Capital One and First Data, First Data shall have exclusive ownership of Patent Rights in patentable inventions, and all patentable improvements to such inventions, to the extent that such inventions or improvements were conceived and reduced to practice by one or more employees of First Data (collectively the “First Data Inventions”). (b) To the extent, if any, that any First Data Inventions are or may become [* * *] or [* * *] for the [* * *] and [* * *] of the [* * *] First Data hereby [* * *] (except to the extent otherwise permitted under this Agreement), [* * *] products and services [* * *], for the internal business purposes of the Permitted Licensees, [* * *] or any [* * *]. (c) If: (i) Capital One requests that First Data create a [* * *] under this Agreement, and (ii) in creating such [* * *] and (iii) Capital One [* * *] on the [* * *] embodying such First Data Invention, then Capital One shall have [* * *] as applicable, such [* * *]. At the [* * *] in this [* * *]. (d) To the extent, if any, that any First Data Inventions [* * *] are being used by Capital One after the effective date of termination or expiration of this Agreement in violation of Patent Rights of First Data or its Affiliates, then First Data [* * *] Capital One [* * *] using such First Data Invention. First Data (on its own behalf and on behalf of its Affiliates) [* * *] Capital One or any of the Permitted Licensees [* * *] such Patent Rights [* * *] and [* * *] and [* * *] by the [* * *].

Patentable Inventions. Lexicon shall be responsible, at its sole discretion and expense, for filing, prosecuting, and maintaining Lexicon Knock-Out Technology, Lexicon Pre-

Patentable Inventions. In case any Inventions are patentable: A. the party owning such Invention pursuant to Sections 7.1 and 7.2 shall have the right, in its sole discretion, to determine the patent strategy for such Invention, which may include not obtaining patent protection in a particular country or any country; B. the party owning such Invention shall notify the other party in writing at least [***] prior to filing any patent application covering such Invention; C. without prejudice to the generality of Section 7.3, the party not owning an Invention shall cooperate with the other party and/or its attorneys upon reasonable request, at the expense of the other party, in (i) properly filing and prosecuting patent applications, (ii) vesting title herein provided and (iii) providing non-financial assistance in enforcing any patents resulting from such patent applications; and D. the cost of patenting Inventions will be borne by the owner of the Invention.

Patentable Inventions. If a patentable invention is conceived in the course of the parties' work on the Project and is reduced to practice during such work on the Project or within six months of termination of the Project, Lilly and Neurocrine shall discuss such invention and the desirability of filing a United States patent application covering such invention as well as any foreign counterparts. The party owning the invention (or both parties if the invention is a joint invention) shall make the final decision with respect to any such filings. All patent applications and patents on inventions made in the course of the parties' work on the Project solely by employees of Lilly shall be owned by Lilly. All patent applications and patents on inventions made in the course of the parties' work on the Project solely by employees of Neurocrine shall be owned by Neurocrine. All patent applications and patents on inventions made jointly by employees of Lilly and employees of Neurocrine shall be jointly owned. If such joint invention is within the Field, Article V shall determine Lilly's rights with respect to Neurocrine's interest in such joint invention. If such joint invention is outside the Field, Lilly shall have a right of first negotiation as to Neurocrine's interest in such joint invention and the parties shall negotiate in good faith the terms under which Lilly can exclusively commercialize such invention. Should Lilly choose not to commercialize such invention, Neurocrine shall then have a right of first negotiation as to Lilly's share of such joint invention and the parties shall negotiate in good faith the terms under which Neurocrine can exclusively commercialize such invention. If the parties, despite good faith negotiations, fail to reach agreement on terms which would allow either Lilly or Neurocrine, as appropriate, to exclusively commercialize such invention, either party may develop and commercialize such invention and such development/commercialization shall not in any way affect the other parties right to develop and commercialize such joint invention as well. Lilly shall bear its own expenses incurred in filing, prosecuting and maintaining patent applications, and any patents resulting therefrom, under this Section 4.3. Lilly shall, further, file all applications on joint inventions and Lilly shall be totally responsible for the preparation, prosecution and maintenance of such applications and any patents resulting therefrom. Neurocrine agrees to cooperate with Lilly...

Patentable Inventions. The Parties hereby agree that all --------------------- Program Know-How shall be ***. If a patentable invention is conceived in the course of the Program, Lilly and Albany shall discuss that invention and the desirability of filing a United States patent application covering the invention, as well as any foreign counterparts. Lilly shall make the final decision on whether a patent application should be filed on such invention. In the event Lilly determines that a patent application should be filed on such invention, Albany shall file and prosecute the application. If an invention is made jointly pursuant to 35 U.S.C. (S)116, Lilly shall make the decision on whether a patent application covering such joint invention should be filed. In the event Lilly determines that a patent application should be filed on such joint invention, Lilly shall file and prosecute the application. All patent applications and patents covering any invention made under the Program shall be owned by the Parties or Party, as the case may be, that own(s) said invention.

Patentable Inventions. Inventions conceived of and reduced to practice during the Contract Period solely by Lilly shall be the property of Lilly. Inventions conceived of and reduced to practice during the Contract Period solely by ICAgen shall be the property of ICAgen. Inventions conceived of and reduced to practice during the Contract Period jointly by one or more employees of ICAgen and one or more employees of Lilly shall be jointly owned by ICAgen and Lilly.