Project Inventions Sample Clauses

Project Inventions. Project Invention(s) shall mean an invention(s) conceived and/or first reduced to practice (within the meaning of the prevailing US Patent Laws) by an employee, contractor or consultant of a Party in the conduct of a Project(s).
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Project Inventions. The Company shall procure that the Principal Investigator monitors the Project for material that may be the subject of Project Inventions and shall promptly notify Wellcome of any such Project Inventions. CTSC. Prior to commencement of the Clinical Trial, the Company shall establish a CTSC to operate for the duration of the Clinical Trial and continue operating until publication of the results of the Clinical Trial. The Company shall ensure that the CTSC is kept informed of all developments and progress made concerning the Clinical Trial (except for any information that should remain blinded to the CTSC to ensure the integrity of the Clinical Trial). The Company shall procure that the CTSC shall have the right to: review all documents and correspondence relating to the planning of the Clinical Trial; review all correspondence with regulatory authorities in connection with the Clinical Trial; monitor the conduct of the Clinical Trial and progress; review interim analyses of Clinical Trial data in accordance with the Clinical Trial’s protocol; critically assess the on-going progress of the Clinical Trial and the Project; approve the composition and charter of the DSMB and review all correspondence with the DSMB and minutes of meetings of the DSMB (excluding any information which should remain blinded to the CTSC to ensure integrity of the Clinical Trial); identify and address any weaknesses in the Clinical Trial; monitor internal and outsourced components of the Clinical Trial including reviewing the terms of all collaborations or subcontracts; and operate as the key forum through which Wellcome (via Wellcome’s observers referred to below) is informed of the progress of the Clinical Trial (including any delays). The Company shall ensure that the CTSC has no right or power to amend or vary the terms of this Agreement or alter the fundamental scope or objectives of the Clinical Trial. Wellcome observers. Wellcome may appoint up to [two (2)] representatives or nominees who shall have the right to attend meetings of the CTSC in person, by telephone or other electronic means as observers. The Company shall ensure the Wellcome observers receive all notices and materials provided to members of the CTSC at the same time as the members of the CTSC Wellcome observers shall have no right to participate in decisions of the CTSC. Wellcome shall notify the Company of any proposed independent industry adviser(s) that Wellcome intends to appoint as its CTSC observer(s). The...
Sample 1
Project Inventions. Notwithstanding Hospira’s rights, the Parties agree that Genzyme shall be the sole owner of any technology, know-how or other proprietary rights developed by or for Hospira pursuant to any Project undertaken by Hospira (the “Project Inventions”). Hospira shall promptly notify Genzyme of all Project Inventions and shall use all reasonable efforts to cooperate with Genzyme in any related patent filing and prosecution (each at Genzyme’s expense) and shall assign all right, title and interest in any such Project Inventions to Genzyme.
Sample 1
Project Inventions. (a) All Project Inventions shall be jointly owned by XXXX and CLIENT. XXXX shall have the primary responsibility to file, prosecute and maintain any patents or patent applications claiming or covering any Project Invention directed to subject matter that is primarily outside the Field. CLIENT shall have the primary responsibility to file, prosecute and maintain any patents or patent applications claiming any Project Inventions directed to subject matter that is primarily within the Field. Each Party will use commercially reasonable and diligent efforts to disclose to the other Party any Inventions as to which this Section 9.4 may apply and will provide prior notice and an opportunity to comment on any proposed patent application to be filed by such Party. The Parties will cooperate with each other with respect to the coordination of the filing, prosecution and maintenance of patent applications or patents in each Party’s respective areas of responsibility. In the event there is a disagreement with respect to whether a Project Invention is primarily within or without the Field, the matter shall be referred to a mutually acceptable neutral and independent patent attorney who shall definitively determine the matter. Each Party shall bear the expense of activities relating to its own filing, prosecution and maintenance of any patent or patent applications provided for by this Section 9.4. If either Party elects not to file, prosecute or continue to maintain any patent application or patent covering a Project Invention, it shall give thirty (30) days prior notice thereof to the other Party who, subject to the other provisions of this Agreement and at their own expense, shall be free to undertake the filing, prosecution and maintenance of any such patent or patent application. Each Party shall execute all writings or take such acts, at the other Party’s expense, as may be reasonably required for either Party to fully enjoy the rights and licenses granted pursuant to this Section 9.4. (b) With respect to its undivided interest in the Project Inventions, XXXX hereby grants to CLIENT, without any obligation of an accounting, in the Field, a perpetual, worldwide, royalty-free, paid-up, exclusive license, with the right to grant sublicenses, to make, have made, use, sell, offer for sale or import any composition of matter or article of manufacture. For the avoidance of doubt, such license shall expressly include the right to bring infringement actions against any thi...
Sample 1
Project Inventions. All discoveries, inventions, improvements, processes, formulations, methods, data and information generated, developed or derived by or on behalf of Supplier under this Agreement (i) from Myovant Technology or Myovant’s Confidential Information, (ii) from any Product or (iii) in the provision of the Manufacturing services, shall in each case belong to Myovant to the extent that it is not generally applicable to the business of Supplier and is unrelated to the manufacture or supply of Products (each, a “Project Invention”). Supplier hereby assigns to Myovant all of Supplier’s right, title and interest in, to and under each Project Invention. At Myovant’s request and expense, Supplier shall cooperate with Myovant in connection with applying for, prosecuting and enforcing any Intellectual Property Rights that claim or cover any Project Invention. Notwithstanding the foregoing, Supplier will retain ownership of any Supplier Technology, subject to the license granted to Myovant in accordance with Section 3.1.
Sample 1
Project Inventions. Except as provided in Section 9.1, Hospira has granted no license, express or implied, to MediciNova to use the Hospira IP or other patents, know-how, trade secrets, proprietary information or other intellectual property rights that are proprietary to Hospira. With respect to any inventions, Improvements, or Technology developed or conceived by Hospira pursuant to or in connection with this Agreement (“Project IP”), (i) MediciNova is hereby the sole and exclusive owner of [***] (“MNOV Project IP”) and (ii) Hospira shall be the owner of [***] (“Hospira Project IP”). Ownership of all other Project IP shall be determined by U.S. law (“Other Project IP”). Hospira hereby grants to MediciNova a world-wide, royalty-free nonexclusive license to (i) the Hospira Project IP for use with API and (ii) the Other Project IP for any purpose. Hospira shall assign, and does hereby assign, to MediciNova all of its right, title and interest in and to such MNOV Project IP. Hospira agrees to execute such documents and take such actions as MediciNova may from time to time reasonably request to effect the foregoing assignment. However, MediciNova shall grant to Hospira, and does hereby grant to Hospira an exclusive, perpetual, fully paid, worldwide royalty-free license, with the right to sublicense to Affiliates and Third Parties under the MNOV Project IP and the MediciNova IP for the purpose of the manufacture of the Products exclusively for MediciNova, provided all such Affiliates and Third Parties shall be approved by MediciNova in writing.
Sample 1

Related to Project 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.

  • Inventions and Improvements The Executive acknowledges that all ideas, discoveries, inventions and improvements which are made, conceived or reduced to practice by the Executive and every item of knowledge relating to the Company’s business interests (including potential business interests) gained by the Executive during the Employment Term are the sole and absolute property of the Company, and the Executive shall promptly disclose and hereby irrevocably assigns all his right, title and interest in and to all such ideas, discoveries, inventions, improvements and knowledge to the Company for its sole use and benefit, without additional compensation, and shall communicate to the Company, without cost or delay, and without publishing the same, all available information relating thereto. The Executive also hereby waives all claims to moral rights in any such ideas, discoveries, inventions, improvements and knowledge. The provisions of this Section 7 shall apply whether such ideas, discoveries, inventions or knowledge are conceived, made, gained or reduced to practice by the Executive alone or with others, whether during or after usual working hours, whether on or off the job, whether applicable to matters directly or indirectly related to the Company’s business interests (including potential business interests), and whether or not within the specific realm of the Executive’s duties. Any of the Executive’s ideas, discoveries, inventions and improvements relating to the Company’s business interests or potential business interests and conceived, made or reduced to practice during the Severance Period shall for the purpose of this Agreement, be deemed to have been conceived, made or reduced to practice before the end of the Employment Term. The Executive shall, upon request of the Company, and without further compensation by the Company but at the expense of the Company, at any time during or after his employment with the Company, sign all instruments and documents requested by the Company and otherwise cooperate with the Company and take any actions which are or may be necessary to protect the Company’s right to such ideas, discoveries, inventions, improvements and knowledge, including applying for, obtaining and enforcing patents, copyrights and trademark registrations thereon in any and all countries. To the extent this section shall be construed in accordance with the laws of any state which precludes a requirement to assign certain classes of inventions made by an employee, this Section shall be interpreted not to apply to any invention which a court rules and/or the Company agrees falls within such classes.

  • Research Project The findings of any research project, which would change the provisions of this Agreement will not be implemented until such changes are negotiated and agreed to by the parties.

  • Improvements and Inventions Any and all improvements or inventions that the Employee may make or participate in during the Employment Term, unless wholly unrelated to the business of the Company and its affiliates and not produced within the scope of the Employee’s employment hereunder, shall be the sole and exclusive property of the Company. The Employee shall, whenever requested by the Company, execute and deliver any and all documents that the Company deems appropriate in order to apply for and obtain patents or copyrights in improvements or inventions or in order to assign and/or convey to the Company the sole and exclusive right, title and interest in and to such improvements, inventions, patents, copyrights or applications.

  • Joint Work Product This Agreement is the joint work product of H-GAC and the Contractor. This Agreement has been negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in accordance with its terms and, in the event of any ambiguities, no inferences shall be drawn against any party.

  • 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.

  • 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.

  • Inventions (i) The Employee acknowledges and agrees that all ideas, methods, inventions, discoveries, improvements, work products or developments (“Inventions”), whether patentable or unpatentable, (A) that relate to the Employee’s work with the Company, made or conceived by the Employee, solely or jointly with others, during the Employment Term, or (B) suggested by any work that the Employee performs in connection with the Company, either while performing the Employee’s duties to the Company or on the Employee’s own time, but only insofar as the Inventions are related to the Employee’s work as an employee or other service provider to the Company, shall belong exclusively to the Company (or its designee), whether or not patent applications are filed thereon. The Employee will keep full and complete written records (the “Records”), in the manner prescribed by the Company, of all Inventions, and will promptly disclose all Inventions completely and in writing to the Company. The Records shall be the sole and exclusive property of the Company, and the Employee will surrender them upon the termination of the Employment Term, or upon the Company’s request. The Employee will assign to the Company the Inventions and all patents that may issue thereon in any and all countries, whether during or subsequent to the Employment Term, together with the right to file, in the Employee’s name or in the name of the Company (or its designee), applications for patents and equivalent rights (the “Applications”). The Employee will, at any time during and subsequent to the Employment Term, make such applications, sign such papers, take all rightful oaths, and perform all acts as may be requested from time to time by the Company with respect to the Inventions. The Employee will also execute assignments to the Company (or its designee) of the Applications, and give the Company and its attorneys all reasonable assistance (including the giving of testimony) to obtain the Inventions for its benefit, all without additional compensation to the Employee from the Company, but entirely at the Company’s expense. (ii) In addition, the Inventions will be deemed Work for Hire, as such term is defined under the copyright laws of the United States, on behalf of the Company and the Employee agrees that the Company will be the sole owner of the Inventions, and all underlying rights therein, in all media now known or hereinafter devised, throughout the universe and in perpetuity without any further obligations to the Employee. If the Inventions, or any portion thereof, are deemed not to be Work for Hire, the Employee hereby irrevocably conveys, transfers and assigns to the Company, all rights, in all media now known or hereinafter devised, throughout the universe and in perpetuity, in and to the Inventions, including, without limitation, all of the Employee’s right, title and interest in the copyrights (and all renewals, revivals and extensions thereof) to the Inventions, including, without limitation, all rights of any kind or any nature now or hereafter recognized, including without limitation, the unrestricted right to make modifications, adaptations and revisions to the Inventions, to exploit and allow others to exploit the Inventions and all rights to xxx at law or in equity for any infringement, or other unauthorized use or conduct in derogation of the Inventions, known or unknown, prior to the date hereof, including, without limitation, the right to receive all proceeds and damages therefrom. In addition, the Employee hereby waives any so-called “moral rights” with respect to the Inventions. The Employee hereby waives any and all currently existing and future monetary rights in and to the Inventions and all patents that may issue thereon, including, without limitation, any rights that would otherwise accrue to the Employee’s benefit by virtue of the Employee being an employee of or other service provider to the Company.

  • 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).

  • 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.

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