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. 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.
Product Inventions. Notwithstanding Section 11.2.2, as between the Parties, Xxxxxxx shall [**] that is:
Product Inventions. Subject to Section 12.1(c), any and all Inventions generated, developed, conceived or reduced to practice (constructively or actually) by or on behalf of either C4T or Licensee alone (including its Affiliates and (sub)licensees, or any of its or their employees, agents and contractors) or jointly by both C4T and Licensee (including jointly by their Affiliates and respective (sub)licensees, or any of its or their employees, agents and contractors) related to the Compound and/or any Product during the Term (collectively, the “Product Inventions”), including any Patents filed claiming or disclosing such Product Inventions (collectively, the “Product Invention Patents”), shall be solely owned by C4T. The Product Invention Patents shall be included in the C4T Product Patents. Notwithstanding the foregoing, with respect to any Product Invention or Product Invention Patent that is not permitted by the Applicable Laws to be solely owned by C4T in a jurisdiction in the Licensee Territory, (i) such Product Invention or Product Invention Patent in such jurisdiction shall be jointly owned by the Parties, and (ii) subject to and without prejudice to the License granted under Section 2.1 and Licensee’s other rights under this Agreement, Licensee hereby grants to C4T a worldwide, exclusive (even as to Licensee), irrevocable, perpetual, fully paid, royalty-free license with the right to sublicense through multiple tiers to any Affiliate of C4T and any Third Party, under Licensee’s entire right and interest in and to such Product Invention or Product Invention Patent for any and all purposes. For clarity, subject to the License granted under Section 2.1, C4T is entitled to practice any Product Invention or Product Invention Patent, for any and all purposes on a worldwide basis without consent of and without a duty of accounting to Licensee. Subject to and without prejudice to the License granted under Section 2.1 and Licensee’s other rights under this Agreement, Licensee hereby assigns to C4T, Licensee’s entire right, title, and interest in and to all Product Inventions and Product Invention Patents.
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. (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.
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.
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. 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. (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).
