Program Technology. As between the Parties, Novartis is the sole owner of any Know-How discovered, invented or created solely by or on behalf of Novartis or its Affiliates under or in connection with this Agreement (“Novartis Program Know-How”) and any Patent Rights that claim or cover Novartis Program Know-How (“Novartis Program Patents” and together with the Novartis Program Know-How, the “Novartis Program Technology”), and will retain all of its rights, title and interest thereto, subject to any rights or licenses expressly granted by Novartis to Akcea under this Agreement. As between the Parties, Akcea is the sole owner of any Know-How discovered, invented or created solely by or on behalf of Akcea or its Affiliates under or in connection with this Agreement (“Akcea Program Know-How”) and any Patent Rights that claim or cover such Know-How (“Akcea Program Patents” and together with the Akcea Program Know-How, the “Akcea Program Technology”), and will retain all of its rights, title and interest thereto, subject to any rights or licenses expressly granted by Akcea to Novartis under this Agreement. Any Know-How discovered, invented or created jointly under or * ***Confidential Treatment Requested in connection with this Agreement by or on behalf of both Parties or their respective Affiliates or Third Parties acting on their behalf (“Jointly-Owned Program Know-How”), and any Patent Rights that claim or cover such Jointly-Owned Program Know-How (“Jointly-Owned Program Patents”, and together with the Jointly-Owned Program Know-How, the “Jointly-Owned Program Technology”), are owned jointly by Novartis and Akcea on an equal and undivided basis, including all rights, title and interest thereto, subject to any rights or licenses expressly granted by one Party to the other Party under this Agreement.
Program Technology. Subject to the rights expressly granted to Shell under the terms and conditions of this Amended and Restated Research Agreement and the Amended and Restated License Agreement, Codexis owns or otherwise controls and shall own or otherwise control all right, title and interest in, to and under any and all Program Technology.
Program Technology. Subject to the licenses and other rights granted by each Party to the other Party in this Agreement, and without limitation to Section 8.1.3(a), (i) Ambit shall own all right, title and interest in and to any Ambit Program Technology, (ii) Astellas shall own all right, title and interest in and to any Astellas Program Technology, and (iii) each Party shall own an equal, undivided interest in and to all Joint Program Technology. Except for such rights in Joint Program Technology as are exclusively licensed to Astellas pursuant to Section 3.1 under this Agreement, each Party shall have the right to use, commercialize and otherwise make, have made, import, sell or offer for sale or otherwise exploit (including by researching, developing or registering, or by granting licenses to) the Joint Program Technology for all purposes (other than as exclusively licensed to the other Party under the licenses granted in this Agreement), without any consent of or accounting to the other Party.
Program Technology. “Program Technology” shall mean all Intellectual Property first conceived, first designed, first created, first developed, first reduced to practice or otherwise acquired by a Party during the course of work on the Program or under this Agreement or any Development Plan, including rights arising in the course of prosecution and maintenance of such Intellectual Property, provided that Program Technology does not include any Background Technology.
Program Technology. Subject to 4.3, title to all inventions and other intellectual property made by employees or agents of Bayer and Symyx in the course of and in connection with the Research Program shall be deemed owned jointly by Symyx and Bayer, excluding Combinatorial Chemistry Technology. It is understood that, except as otherwise expressly provided in this Agreement, both Bayer and Symyx may use, sublicense, commercialize, or otherwise exploit all such jointly-owned technology without the consent of, or obligation to account to, the other party.
Program Technology. Subject to the terms and conditions of this Agreement and on an R&D Program by R&D Program basis and effective upon KineMed’s receipt of GSK’s payment of the Stage 2 Initiation Fee for such R&D Program, GSK hereby grants to KineMed a non-exclusive, worldwide, perpetual, fully paid-up, royalty-free right and license, with the right to grant sublicenses upon the prior written consent of GSK, under the Program Technology that is owned by GSK and that arose during the conduct of activities by or on behalf of GSK during the Research Term under such R&D Program, in each case, solely to the extent such Program Technology: (A) is necessary to exploit a Program Biomarker, or (B) has been incorporated by GSK into the process for evaluating such Program Biomarker.
Program Technology. Solazyme shall periodically (but in no event later than at the next Research Committee meeting) disclose to CTV all Program Technology invented or created by or on behalf of Solazyme and/or any of its Affiliates, provided that such disclosure shall be only in accordance with Section 2.1.
1. The Parties acknowledge that, given that the Research Program is arranged as sponsored research to be conducted by or on behalf of Solazyme and/or its Affiliates, during the Research Program Term CTV and/or its Affiliates are not expected to invent or create any Program Technology; provided, however, that in the event any Program Technology is invented or created by or on behalf of CTV and/or its Affiliates (during Phase 2), CTV shall periodically (but in no event later than at the next Research Committee meeting) disclose to Solazyme all such Program Technology, provided that CTV shall not be obligated to disclose any CTV Separation Program Technology except that which is claimed by a Patent filed by or on behalf of CTV and/or its Affiliates.
Program Technology. If a Party proposes to publish or present any material disclosing Program Technology, such as by oral presentation, manuscript or abstract, that Party will communicate such intent to the SOC and the Patent Team through the Alliance Manager. The Patent Team shall first consider and determine whether any additional patent applications claiming or covering the Program Technology proposed to be disclosed should be made before the Party proposing to make such publication or presentation may proceed. The SOC, in consultation with the Patent Team, shall also discuss in good faith whether the proposed publication or presentation should be made solely by the proposing Party or jointly by the Parties. After determination that all appropriate applications for Program Patent Rights have been filed with respect to the applicable Program Technology, and before any such material is submitted for publication or disclosure, the Party proposing publication or presentation (the “Publishing Party”) shall deliver a complete copy to the other Party and to the Patent Team at least [**] days (except in the case of oral presentation materials and abstracts, which are addressed below) prior to submitting the material to a publisher or initiating such other disclosure, and the non-publishing Party shall review any such material and give their respective comments to the Publishing Party within [**] days of the delivery of such material to the non-publishing Party, which comments shall be considered by the Publishing Party in good faith. With respect to oral presentation materials and abstracts, the Publishing Party shall deliver a
Program Technology. Subject to Sections 9.1.4 and 9.1.5, MERCK, acting through patent counsel or agents of its choice, shall be responsible for the preparation, filing, prosecution and maintenance in the countries listed on Schedule 8, at its sole cost and expense, of Patent Rights covering MERCK Program Technology; provided, that, ARCHEMIX, acting through patent counsel or agents of its choice, shall have the right but not the obligation, for each Program Target, to prepare on MERCK’s behalf and with MERCK’s approval the first patent application disclosing the corresponding Collaboration Aptamers. MERCK shall have no right or responsibility with respect to the preparation, filing, prosecution and/or maintenance of any claims within the Licensed Patent Rights that relate to any Failed Compound, Waived Compound or Terminated Compound or their manufacture, formulation, delivery, or use. MERCK shall nationalize such filings in the European Patent Office and the other countries or regional offices listed on Schedule 8 and shall validate such filings in the EPO contracting states as detailed in Schedule 8 hereto and the contracting states of any other regional offices identified on Schedule 8 and, at MERCK’s sole discretion, in any other country. At MERCK’s request, ARCHEMIX shall cooperate with MERCK in all reasonable respects in connection with such preparation, filing, prosecution and maintenance of such Patent Rights, including but not limited to obtaining assignments to reflect chain of title consistent with the terms of this Agreement, gaining United States patent term extensions, supplementary protection certificates and any other extensions that are now or become available in the future wherever applicable to Licensed Patent Rights. For purposes of clarity, notwithstanding anything to the contrary herein, MERCK shall have no rights to prepare, file, prosecute and/or maintain any (1) Licensed Patent Rights related to the SELEX® Process or SELEX® Technology, or (2) Patent Rights included in the SELEX® Portfolio.
Program Technology. Shell hereby sells, assigns, delivers, conveys, transfers and sets over to Codexis the entire right, title and interest in and to any invention disclosed in any Program Technology and any patent application and/or patent arising therefrom. Subject to the rights expressly granted to Shell under the terms and conditions of this Amended and Restated Research Agreement and the Amended and Restated License Agreement, Codexis owns or otherwise controls and shall own or otherwise control all right, title and interest in, to and under any and all Program Technology.
(b) Section 4.3 (Limitation) is hereby re-numbered and, hereafter, shall be referred to as Section 4.4.
(c) ARTICLE 4, INTELLECTUAL PROPERTY RIGHTS, is hereby amended to include the following
