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. 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. (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”.
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.
Program IP. (i) Except as otherwise provided in Sections 9.2(a) or 9.2(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 Sections 9.2(a) or 9.2(b), rights described in this Section 9.2(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 (either during the course of the Feasibility Study Agreement or under this Agreement) 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 AstraZeneca Core IP, Sole Program IP or Joint Program IP in which AstraZeneca has an ownership interest will be “AstraZeneca Program IP”.
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:
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. 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. (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.
Program IP. All Intellectual Property created or developed by one or more of the Parties, Affiliates, employees or contractors during the term of this Agreement in connection with the Program through use of or modification of Halliburton Confidential Information or Halliburton Intellectual Property (“Program IP”) shall be the sole and exclusive property of Halliburton. Program IP includes all modifications by Recipient of Halliburton Confidential Information and Halliburton Intellectual Property and all computer code, algorithms, and workflows created by Recipient related to the Program and resulting from the direct modification of Halliburton Confidential Information or Halliburton Intellectual Property. Institution agrees to and does hereby assign and will procure the grant and assignment by its Affiliates, employees, students, and contractors as applicable, to Halliburton or its designee any and all intellectual property rights in the Program IP, including Works of Authorship. Student(s) agrees to and does hereby assign to Halliburton or its designee any and all intellectual property rights in the Program IP, including Works of Authorship. Institution and Student(s) acknowledge and agree that any copyrightable material created by Institution or its Affiliates or Student(s) under this Agreement will be a “work for hire” under the United States Copyright Law. Institution and Student(s) agree to sign, and Institution agrees to procure the signature of its Affiliates, employees and contractors as applicable, all lawful documents and to make all rightful oaths and declarations as may be reasonably necessary to support and evidence the ownership interests set forth in this Section 4.
