Product Inventions Sample Clauses

Product Inventions. (i) Any and all Inventions generated, developed, conceived or reduced to practice (constructively or actually) during the Term jointly by both Inventiva and Licensee (including jointly by their Affiliates and respective (sub)licensees, or any of its or their employees, agents and contractors), [***] (“Jointly Owned Product Inventions”), and any Patents filed claiming or disclosing such Jointly Owned Product Inventions (“Jointly Owned Product Invention Patents”) (collectively, “Joint IP”), shall be jointly owned by Inventiva and Licensee. [***] each Party’s ownership in the Jointly Owned Product Invention Patents [***], with each Party owning [***]; provided that neither Party shall need the consent of the other Party to use or license to a Third Party the right to use such Jointly Owned Product Invention Patents nor shall either Party pay any royalty to the other Party for such use or such right to license to a Third Party. Inventorship shall be determined in accordance with the standards of inventorship and conception under the U.S. patent laws. Licensee’s interest in the Jointly Owned Product Inventions and its share in the Jointly Owned Product Invention Patents shall be included in the Licensee Know-How and Licensee Patents, respectively. And Inventiva’s interest in the Jointly Owned Product Inventions and its share in the Jointly Owned Product Invention Patents shall be included in Inventiva Know-How and Inventiva Patents, respectively. For the avoidance of doubt, Licensee may use (or license to a Third Party) the Joint IP in the Field in the Territory and Inventiva may use (or license to a Third Party) the Joint IP Ex-Territory. (ii) Any and all Inventions generated, developed, conceived or reduced to practice (constructively or actually) during the Term by or on behalf of Inventiva alone (including its Affiliates and (sub)licensees, or any of its employees, agents and contractors), [***] (“Inventiva Solely Owned Product Inventions”), and any Patents filed claiming or disclosing such Inventions (collectively, “Inventiva Solely Owned Product Invention Patents”), shall be solely and exclusively owned by Inventiva. The Inventiva Solely Owned Product Invention Patents shall be included in the Inventiva Patents. ​ (iii) Any and all Inventions generated, developed, conceived or reduced to practice (constructively or actually) during the Term by or on behalf of Licensee alone (including its Affiliates and Sublicensees, or any of its employees, agents and co...
AutoNDA by SimpleDocs
Product Inventions. Notwithstanding Section 10.1(a), Relypsa shall solely own all right, title, and interest in, to, and under all Inventions (including any Improvements) relating to, or covering: (i) [***]; (ii) [***], including [***]; (iii) [***], including [***]; and (iv) [***], in each case whether made by employees, sublicensees (if permitted), Affiliates, independent contractors, consultants or agents of one Party or jointly by employees, sublicensees (if permitted), Affiliates, independent contractors, consultants or agents of each Party (collectively, “Product Inventions”). Such Product Inventions, and all intellectual property rights therein, shall be included in the Relypsa Technology and licensed to VFMCRP pursuant to Section 2.1.
Product Inventions. Cognate will provide Asterias notice of any Product Invention. All Product Inventions shall be the exclusive property of Asterias. Cognate hereby assigns and transfers, and agrees to assign and transfer, fully to Asterias all rights, title and interests in, to and under all Product Inventions (including without limitation any Intellectual Property therein). Cognate shall provide Asterias reasonable cooperation and assistance, at Asterias’s cost and expense as provided below, with respect to effectuating the foregoing assignment and filing for, protecting and defending any Intellectual Property in the Product Inventions, including without limitation, if Asterias so requests in writing, Cognate will execute any applications, assignments or other instruments and give testimony necessary to permit Asterias to apply for and obtain patents on any such Product Inventions and Asterias will advance or reimburse Cognate (at Cognate’s option and sole discretion) for all out-of-pocket expenses incurred and all accrued out-of-pocket expenses (including legal fees, costs and expenses) accrued by Cognate according to Cognate’s standard accounting practices and will compensate Cognate [***] for the time devoted to such activities. Cognate will fully disclose all Product Inventions to Asterias and provide Asterias with copies of any embodiments and documentation thereof. Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission Pursuant to a Request for Confidential Treatment under Rule 24b-2 under the Exchange Act of 1934, as amended. Confidential Portions are marked: [***]
Product Inventions. Throughout the term of this Agreement, Seller may acquire know-how, inventions or improvements relating to hyaluronic acid or Amvisc Products, excluding Manufacturing Inventions and know-how, inventions or improvements relating to the ICI Process (the "Product Inventions"). With respect to any Product Invention above that is used in connection with an Amvisc Product sold by Seller to Buyer pursuant to this Agreement, Seller shall grant Buyer (at no cost to Buyer other than the out-of-pocket cost of accomplishing the same) a worldwide, fully-paid, royalty-free, exclusive license, with the right to sublicense, to use such Product Invention to make, have made, use and sell Amvisc Products. Buyer shall have no rights under such license until termination of this Agreement or sooner upon Buyer's exercise of its right to obtain an alternate source of supply under Section 2.2, 3.6.2, 3.7, or 4.5. Unless the provisions of Sections 2.2, 3.6.2, 3.7, 4.5 or 9.4 are implicated, Buyer's right to grant sublicenses to the Product Inventions shall be limited to Affiliates of Buyer. Seller shall keep Buyer advised as to any Product Inventions within the scope of this Section 6.4, and shall, from time to time as requested by the Buyer, execute such documents and other instruments necessary to effectuate such licenses.
Product Inventions. Notwithstanding Section 11.2.2, as between the Parties, Xxxxxxx shall [**] that is: (i) [**]; or (ii) [**] (the Inventions described in clauses (i) and (ii) above, collectively, the “Product Inventions”).
Product Inventions. The parties acknowledge and agree that all Product Inventions and all Intellectual Property Rights therein, excluding the Supplier Background IP shall be solely owned by Customer. Supplier shall promptly disclose any such items to Customer. Upon payment in full for services rendered, Supplier assigns, and shall cause all of its employees, agents, affiliates, subcontractors and other authorized representatives to execute assignment documents, to Customer any interest it or they may have in any such Product Inventions and all Intellectual Property Rights therein. Supplier agrees to cooperate with Customer, at Customer’s expense, for the purpose of filing and prosecuting patent applications, and enforcing Intellectual Property Rights, including the execution of any and all legal papers which are necessary or desirable to affect the intent of this Section 7.2, consultations with Customer’s attorneys, and any necessary testimony to appropriate tribunals.
Product Inventions. 7.2.1 All Product Inventions shall be the sole and exclusive property of Neose, and Diosynth hereby assigns and agrees to take all action necessary to assign or cause to be assigned all rights thereto to Neose. Diosynth shall notify Neose of the discovery of any ****** — Material has been omitted and filed separately with the Commission. Product Invention as promptly as possible, but in no event later than within 30 days following such discovery. 7.2.2 In consideration of the foregoing, Neose agrees to grant to Diosynth a non-exclusive, non-assignable, royalty-free license, without right to sublicense, to any of the Product Inventions necessary for the completion of the Program for the term of this Agreement.
AutoNDA by SimpleDocs
Product Inventions. (i) Any and all Inventions generated, developed, conceived or reduced to practice (constructively or actually) during the Term by or on behalf of Inventiva alone (including its Affiliates and (sub)licensees, or any of its employees, agents and contractors), [***] (“Inventiva Solely Owned Product Inventions”), and any Patents filed claiming or disclosing such Product Inventions (collectively, “Inventiva Solely Owned Product Invention Patents”), shall be solely and exclusively owned by Inventiva. The Inventiva Solely Owned Product Invention Patents shall be included in the Inventiva Patents. (ii) Any and all Inventions generated, developed, conceived or reduced to practice (constructively or actually) during the Term by or on behalf of Licensee alone (including its Affiliates and Sublicensees, or any of its employees, agents and contractors), [***] (“Licensee Solely Owned Product Inventions”), and any Patents filed claiming or disclosing such Product Inventions (collectively, “Licensee Solely Owned Product Invention Patents”), shall be solely and exclusively owned by Licensee. The Licensee Solely Owned Product Invention shall be included in the Licensee Know-How, and the Licensee Solely Owned Product Invention Patents shall be included in the Licensee Patents. (iii) Any and all Inventions generated, developed, conceived or reduced to practice (constructively or actually) during the Term jointly by both Inventiva and Licensee (including jointly by their Affiliates and respective (sub)licensees, or any of its or their employees, agents and contractors) [***] (“Jointly Owned Product Inventions”), and any Patents filed claiming or disclosing such Product Inventions (collectively, “Jointly Owned Product Invention Patents”), shall be jointly owned by Inventiva and Licensee. [***] each Party’s ownership in the Jointly Owned Product Invention Patents shall be determined based on [***] and be determined in accordance with the standards of inventorship and conception under the U.S. patent laws. Licensee’s interest in the Jointly Owned Product Inventions and its share in the Jointly Owned Product Invention Patents shall be included in the Licensee Know-How and Licensee Patents, respectively.
Product Inventions. (a) Notwithstanding the terms of Section 13.1, any Joint Inventions or VF Inventions in connection with the Product directly relating to (i) [***], (ii) [***], (iii) [***], (iv) [***] (collectively, [***], the "Product Inventions"), each shall be the exclusive property of OPKO and the corresponding intellectual property rights shall be owned by OPKO. For the avoidance of doubt, Product Inventions will be included in the OPKO Technology and any resulting patents or patent applications will be included in the OPKO Patents; provided however, that [***]. VF hereby assigns such Product Inventions to OPKO. The provisions of this Section 13.2 shall not apply to any [***]. Any such Inventions will be considered Joint Inventions under this Agreement. As a result, each Party will be free to commercialize their own products using such Joint Inventions without interference from, accounting to or paying a royalty to the other Party with respect to such Joint Inventions; provided however, that [***] and that nothing in this Section 13.2 shall relieve either Party of its obligations under this Agreement with respect to Products (including VF’s royalty obligations hereunder with respect to Products, except as provided in the second sentence of this Section 13.7).

Related to Product Inventions

  • Joint Inventions For Subject Inventions conceived or first actually reduced to practice under this Agreement that are joint Subject Inventions made by CONTRACTOR and USER, each Party shall have the option to elect and retain title to its undivided rights in such joint Subject Inventions.

  • NASA Inventions NASA will use reasonable efforts to report inventions made under this Agreement by its employees. Upon request, NASA will use reasonable efforts to grant Partner, under 37 C.F.R. Part 404, a negotiated license to any NASA invention made under this Agreement. This license is subject to paragraph E.1. of this Article.

  • Joint Technology The Parties agree that, in order to effectuate the provisions of Section 4.4.2, subject to any exclusive licenses granted hereunder, (a) the non-use provisions of this Article 9 shall not apply to each Party’s use of Joint Technology, and (b) each Party may disclose the Joint Technology to Third Parties who are under terms of confidentiality no less strict than those contained in this Agreement.

  • Licensed Technology (a) LICENSOR is not aware of any interference, infringement, misappropriation, or other conflict with any intellectual property rights of third parties, and LICENSOR has never received any charge, complaint, claim, demand, or notice alleging any such interference, infringement, misappropriation, or violation (including any claim that LICENSOR must license or refrain from using any intellectual property rights of any third party). To the knowledge of LICENSOR, no third party has interfered with, infringed upon, misappropriated, or otherwise come into conflict with any of the LICENSED TECHNOLOGY. (b) Exhibit A identifies each patent or registration which has been issued to LICENSOR with respect to any of the LICENSED TECHNOLOGY and identifies each pending patent application or application for registration which LICENSOR has made with respect to any of the LICENSED TECHNOLOGY. LICENSEE acknowledges that LICENSOR has previously made available to LICENSEE correct and complete copies of all such patents, registrations and applications (as amended to-date) in LICENSOR’s possession and has made available to LICENSEE correct and complete copies of all other written documentation in LICENSOR’s possession evidencing ownership and prosecution (if applicable) of each such item. (c) Exhibit A identifies each item of LICENSED TECHNOLOGY that is assigned to LICENSOR or that LICENSOR uses pursuant to license, sublicense, agreement, or permission. LICENSOR has made available to LICENSEE correct and complete copies of all such licenses, sublicenses, agreements, patent prosecution files and permissions (as amended to-date) in LICENSOR’s possession. With respect to each item of LICENSED TECHNOLOGY required to be identified in Exhibit A and to the knowledge of LICENSOR: (i) the license, sublicense, agreement, or permission covering the item is legal, valid, binding, enforceable, and in full force and effect; (ii) the license, sublicense, agreement, or permission will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (iii) no Party to the license, sublicense, agreement, or permission is in breach or default, and no event has occurred which with notice or lapse of time would constitute a breach or default or permit termination, modification, or acceleration thereunder; (iv) no party to the license, sublicense, agreement, or permission has repudiated any provision thereof; (v) the underlying item of LICENSED TECHNOLOGY is not subject to any outstanding lien or encumbrance, injunction, judgment, order, decree, ruling, or charge; (vi) no action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand is pending or is threatened which challenges the legality, validity, or enforceability of the underlying item of LICENSED TECHNOLOGY; and (vii) except as provided in Exhibit A, LICENSOR has not granted any license or similar right to the LICENSED TECHNOLOGY within the GENERAL FIELD or PARTHENOGENESIS FIELD.

  • Patent Rights The State and the U. S. Department of Transportation shall have the royalty free, nonexclusive and irrevocable right to use and to authorize others to use any patents developed by the Engineer under this contract.

  • Patents and Inventions The Contractor shall promptly and fully report to the Department any discovery or invention arising out of or developed in the course of performance of this Agreement. If the services under this Agreement are supported by a federal grant of funds, the Contractor shall promptly and fully report to the federal government for the federal government to make a determination as to whether patent protection on such invention shall be sought and how the rights in the invention or discovery, including rights under any patent issued thereon, shall be disposed of and administered in order to protect the public interest.

  • INTELLECTUAL PROPERTY RIGHTS - INVENTION AND PATENT RIGHTS A. General 1. NASA has determined that 51 U.S.C. § 20135(b) does not apply to this Agreement. Therefore, title to inventions made (conceived or first actually reduced to practice) under this Agreement remain with the respective inventing party(ies). No invention or patent rights are exchanged or granted under this Agreement, except as provided herein.

  • Third Party Technology The Company makes use of third party technology to collect information required for traffic measurement, research, and analytics. Use of third party technology entails data collection. We therefore would like to inform clients the Company enables third parties to place or read cookies located on the browsers of users entering the Company’s domain. Said third parties may also use web beacons to collect information through advertising located on the Company’s web site. Please note that you may change your browser settings to refuse or disable Local Shared Objects and similar technologies; however, by doing so you may be disabling some of the functionality of Company’s services.

  • Intellectual Property, Inventions and Patents Executive acknowledges that all discoveries, concepts, ideas, inventions, innovations, improvements, developments, methods, designs, analyses, drawings, reports, patent applications, copyrightable work and mask work (whether or not including any confidential information) and all registrations or applications related thereto, all other proprietary information and all similar or related information (whether or not patentable) which relate to Parent’s or any of its Subsidiaries’ actual or anticipated business, research and development or existing or future products or services and which are conceived, developed or made by Executive (whether alone or jointly with others) while employed by the Company and its Subsidiaries, whether before or after the date of this Agreement (“Work Product”), belong to Parent, the Company or such Subsidiary. Executive shall promptly disclose such Work Product to the Board and, at the Company’s expense, perform all actions reasonably requested by the Board (whether during or after the Employment Period) to establish and confirm such ownership (including, without limitation, assignments, consents, powers of attorney and other instruments).

  • Inventions and Patents For purposes of this Agreement, “Inventions” includes, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether protectable or not, and whether or not conceived or made during work hours. Executive agrees that all Inventions conceived or made by Executive during the period of employment with Employer belong to Employer, provided they grow out of Executive’s work with Employer or are related in some manner to the Business, including, without limitation, research and product development, and projected business of Employer or its affiliated companies. Accordingly, Executive will: a. Make adequate written records of such Inventions, which records will be Employer’s property; b. Assign to Employer, at its request, any rights Executive may have to such Inventions for the U.S. and all foreign countries; c. Waive and agree not to assert any moral rights Executive may have or acquire in any Inventions and agree to provide written waivers from time to time as requested by Employer; and d. Assist Employer (at Employer’s expense) in obtaining and maintaining patents or copyright registrations with respect to such Inventions. Executive understands and agrees that Employer or its designee will determine, in its sole and absolute discretion, whether an application for patent will be filed on any Invention that is the exclusive property of Employer, as set forth above, and whether such an application will be abandoned prior to issuance of a patent. Employer will pay to Executive, either during or after the term of this Agreement, the following amounts if Executive is sole inventor, or Executive’s proportionate share if Executive is joint inventor: $750 upon filing of the initial application for patent on such Invention; and $1,500 upon issuance of a patent resulting from such initial patent application, provided Executive is named as an inventor in the patent. Executive further agrees that Executive will promptly disclose in writing to Employer during the term of Executive’s employment and for one (1) year thereafter, all Inventions whether developed during the time of such employment or thereafter (whether or not Employer has rights in such Inventions) so that Executive’s rights and Employer’s rights in such Inventions can be determined. Except as set forth on the initialed Exhibit B (List of Inventions) to this Agreement, if any, Executive represents and warrants that Executive has no Inventions, software, writings or other works of authorship useful to Employer in the normal course of the Business, which were conceived, made or written prior to the date of this Agreement and which are excluded from the operation of this Agreement.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!