Program IP. (i) Except as otherwise provided in Sections 10.2(a) or 10.2(b), ownership of any Program IP created or conceived solely by or on behalf of a Party will be solely owned by such Party (together with rights owned by such Party pursuant to Section 10.2(a) or 10.2(b), rights described in this Section 10.2(c) are referred to herein as “Sole Program IP” for each Party), and if created or conceived jointly by or on behalf of the Parties will be jointly owned by the Parties (referred to herein as “Joint Program IP”). Accordingly, any BIND Core IP, Sole Program IP or Joint Program IP in which BIND has an ownership interest will be “BIND Program IP”, and any Amgen Core IP, Sole Program IP or Joint Program IP in which Amgen has an ownership interest will be “Amgen Program IP”.
(ii) Each Party will have an undivided one-half interest in and to Joint Program IP. Each Party will exercise its ownership rights in and to such Joint Program IP, including the Amgen Contract No.: 2013579490 25 right to license and sublicense or otherwise to exploit, transfer or encumber its ownership interest, without an accounting or obligation to, or consent required from, the other Party, but subject to the licenses hereunder and the other terms and conditions of this Agreement. At the reasonable written request of a Party, the other Party will in writing grant such consents and confirm that no such accounting is required to effect the foregoing regarding Joint Program IP. Each Party, for itself and on behalf of its Affiliates, licensees and sublicensees, and employees, subcontractors, consultants and agents of any of the foregoing, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), to the other Party a joint and undivided interest in and to all Joint Program IP.
(iii) Subject to the terms and conditions of this Agreement (including Section 11 and Section 12):
(A) Each Party will be solely responsible for the Prosecution and Maintenance, and the enforcement and defense, of any Patents within its Sole Program IP, and the other Party will have no rights with respect thereto; and
(B) The Prosecution and Maintenance, and the enforcement and defense, of any Patents within Joint Program IP will be jointly managed by the Parties on mutually agreeable terms to be entered into by the Parties at the time any such Patents are first filed, and all recoveries and out-of-pocket costs and expenses arising from those activities, absent further agreem...
Program IP. For Program IP, the Parties agree that ownership will be determined in accordance with inventorship. Inventorship of Program IP will be determined in accordance with applicable laws and, if multiple inventors from both Parties collaborate in the development of any aspect of Program IP, such Program IP will be co-owned by the Parties. All personnel involved in the Program shall be contractually required to assign their ownership interest in any Program IP to the Party engaging their services. The Program Committee will advise the Parties on issues relating to protection and enforcement of Program IP.
Program IP. (a) As between the Parties, Licensor shall own all right, title, and interest in and to any and all Program IP that is an improvement, enhancement or modification to the Licensed Compound or Licensed Products or their method of use or manufacture (“Product Improvement”). Licensee will promptly disclose in writing to Licensor the conception, discovery, development or making of any Product Improvements. Licensee shall have no right to apply for Patents on any Product Improvements. Licensee shall, and hereby does (and shall cause its employees, agents, and subcontractors to, and shall cause its Affiliates and their respective employees, agents and subcontractors to), assign to Licensor all of its and their right, title and interest in and to Product Improvements. Upon Licensor’s written request, Licensee shall, and shall cause its employees, agents, and subcontractors to, and shall cause its Affiliates and their respective employees, agents and subcontractors to, execute and deliver such instruments and do such acts and things as may be necessary under Applicable Law, or as Licensor may reasonably request to effectuate and confirm the vesting of all right, title and interest in and to Product Improvements in Licensor. Product Improvements shall be part of Licensor’s Sole Program IP and will be included within the Licensed Technology.
(b) Subject to Section 3.5, Section 4.5 and Section 9.1.2(a), as between the Parties, each Party shall own all right, title, and interest in and to any and all Program IP that is conceived, discovered, developed, or otherwise made solely by or on behalf of such Party or its Affiliates or subcontractors (“Sole Program IP”).
(c) Subject to Section 3.5, Section 4.5 and Section 9.1.2(a), as between the Parties, Licensor and Licensee shall jointly own any Program IP (other than Product Improvements) that is conceived, discovered, developed, or otherwise made jointly pursuant to a Development Plan by or on behalf of Licensor, its Affiliates or subcontractors, on the one hand, and Licensee, or its Affiliates on the other hand (“Joint Program IP”). Each Party will promptly disclose in writing to the other Party the conception, discovery, development or making of any Joint Program IP. Each Party will have an undivided one-half interest in and to the Joint Program IP and shall, and hereby does (and shall cause its employees, agents and subcontractors to, and shall cause its Affiliates and their respective employees, agents and subcontracto...
Program IP. Any Patent Rights and Know-How invented or developed through the use or practice of Licensor Technology pursuant to this Agreement, whether invented jointly between the Parties, or solely by Company (“Program Patents” and “Program Know-How”, respectively), shall be owned by the Licensor (“Program IP”). Any Patent Rights and Know-How invented solely by a Party not through the use or practice of Licensor Technology during the Term shall be solely owned by such Party.
(a) Company agrees to assign and hereby assigns all of Company’s rights, title and interest in and to any Program IP that is invented or developed by Company or its Affiliates or Sublicensees or its or their contractors to Licensor. Company shall obtain from such Affiliates, Sublicensees and contractors equivalent present assignments of such Affiliates’, Sublicensees’ and contractors’ rights, title and interest in any Program IP and promptly assign the same to Licensor.
(b) Licensor agrees to grant a license of Licensor’s rights, title and interest in and to any Program IP to Company in the same manner as in Section 2.1.
Program IP. Any Patent Rights and Know-How invented jointly between the Parties during the Term relating to Product (such Patent Rights, “Joint Patents” and such Know-How, “Joint Know-How”) be owned jointly by the Parties. Any Patent Rights and Know-How invented solely by a Party relating to the Product shall be solely owned by such Party, provided that any Product IP invented solely by Company shall be jointly owned. Company agrees to assign and hereby assigns to Company and Licensor, as joint owners, all of Company’s rights, title and interest in and to any Product IP that is solely invented by Company or its Affiliates or Sublicensees or its or their contractors, to the extent legally possible, and shall take all actions and execute all documents reasonably required by Licensor to perfect or register Company’s and Licensor’s joint interests therein. Company shall obtain from such Affiliates, Sublicensees and contractors equivalent present assignments of such Affiliates’, Sublicensees’ and contractors’ rights, title and interest in any Product IP and promptly assign the same to Company and Licensor, as joint owners, and provide written notice thereof to Licensor.
Program IP. Inventorship of Program Intellectual Property shall be determined in accordance with United States law. Irrespective of inventorship, all right, title and interest to all patents and patent applications, including but not limited to U.S. and foreign patents and patent applications (including any substitutions, extensions, reexaminations and reissues, divisions, continuations or continuations-in-part thereof), plant variety protection certificates, and plant variety protection applications (“Program Patents”), within the Program IP shall be owned solely and exclusively by Pioneer (or DuPont, if so directed by Pioneer). For any Program IP having inventors of Caribou Bio and/or Caribou Bio Affiliates, Caribou Bio and/or such Caribou Bio Affiliates shall assign, and hereby assigns, their rights in such Program IP to Pioneer (or DuPont, if so directed by Pioneer). [***] [***]
Program IP. Any Patent Rights (“Joint Patents”) and Know-How invented jointly between the Parties during the Term relating to Product shall be owned jointly by the Parties (“Program IP”). Any Patent Rights and Know-How invented solely by a Party relating to the Product shall be solely owned by such Party, provided that any Product IP invented solely by Company shall be jointly owned. Company agrees to assign and hereby assigns to Company and Licensor, as joint owners, all of Company’s rights, title and interest in and to any Product IP that is solely invented by Company or its Affiliates or Sublicensees or its or their contractors, to the extent legally possible, and shall take all actions and execute all documents reasonably required by Licensor to perfect or register Company’s and Licensor’s joint interests therein. Company shall obtain from such Affiliates, Sublicensees and contractors equivalent present assignments of such Affiliates’, Sublicensees’ and contractors’ rights, title and interest in any Product IP and promptly assign the same to Company and Licensor, as joint owners, and provide written notice thereof to Licensor.
Program IP. Ownership of Inventions arising, discovered, created, acquired, conceived or reduced to practice, by or on behalf of either Party (or any of their Affiliates) in the course of the Research Program or otherwise in the course of performing activities under this Agreement (“Program IP”) shall be as follows:
(a) Except as otherwise provided in Section 9.2.2(b)–(d), all Inventions arising, discovered, created, acquired, conceived or reduced to practice, by or on behalf of either Party (or any of their Affiliates) in the course of the Research Program, or otherwise in the course of performing activities under this Agreement, shall be owned by the inventors as determined in accordance with inventorship rules under U.S. patent law.
(b) Lilly shall solely own (or retain ownership of) all Program IP that is (i) invented solely by Lxxxx (or any of its Affiliates), (ii) solely constitutes an Improvement to the Lilly Background IP, in each case, except to the extent constituting Joint Program IP, or (iii) constitutes an Improvement to Lilly [***] Technology (collectively, “Lilly Program IP”).
(c) ProQR shall solely own (or retain ownership of) all Program IP that is either (i) invented solely be ProQR (or any of its Affiliates), or (ii) solely constituting an Improvement to the ProQR Background IP (which for purposes of this Agreement shall include any Inventions related to targeted RNA editing the use of which is not confined to a particular Target), in each case, except to the extent constituting Joint Program IP (collectively, “ProQR Program IP”).
(d) Lxxxx and ProQR shall jointly own all Program IP that (i) constitutes an Improvement to both the Lilly Background IP and the ProQR Background IP, (ii) Covers a Compound, and (iii) is neither Lilly Program IP nor ProQR Program IP (collectively, “Joint Program IP”). For the avoidance of doubt, all Program IP constituting of Improvements to Lilly [***] Technology shall be considered Lilly Program IP.
Program IP. CyDex shall have the first right, but not the obligation, to prepare, file, prosecute, and maintain Patents covering Program IP (“Program Patents”). If CyDex elects not to file, prosecute, maintain or extend any Program Patent, CyDex shall notify Aradigm in writing no later than sixty (60) days prior to any required action relating to the preparation, filing, prosecution, maintenance of such Program Patent. In such event, Aradigm may elect, with written notification to CyDex, that Aradigm will take over the preparation, filing, prosecution, and maintenance of such Program Patent. The filing Party shall control the preparation, filing, prosecution, maintenance and issuance, including any interference proceeding or post grant or post issuance proceeding, including any opposition, reexamination or reissue or extension, of any Program Patent. The non-filing Party shall, at the reasonable request of the filing Party, cooperate in such preparation, filing, prosecution, maintenance, and issuance. The filing Party shall (a) keep the non-filing Party promptly informed as to the filing, prosecution, maintenance and extension of any Program Patent, such that the non-filing Party has reasonable time to review and comment upon any documents intended for submission to any patent office with respect thereto; (b) furnish to the non-filing party copies of documents relevant to any such filing, prosecution, maintenance and extension; and (c) incorporate all reasonable comments of the non-filing party on documents filed with any patent office with respect to a Program Patent. All costs incurred after the Effective Date in relation to the filing, prosecution, or maintenance of Program Patents shall be shared by the Parties in accordance with the Allocation Ratio; provided, however, that the non-filing Party may opt-out of such cost-sharing with respect to a particular Program Patent by notifying the filing Party of such intention and assigning its entire right, title, and interest in such Program Patent to the filing Party.
Program IP. The Parties shall jointly own (in equal shares) all right, title and interest in and to the Program IP. Each Party shall be responsible for remunerating its own employees with respect to any employees’ invention made. Without the other Party’s prior written consent and subject to Section 2.6, the Parties may not
(a) use the Program IP for any purpose other than performing their obligations under this Agreement or
(b) make the Program IP available to any Third Party except as agreed under any Partnership Agreement concluded pursuant to Section ___.
