Joint Collaboration Program IP definition
Examples of Joint Collaboration Program IP in a sentence
Each Party will exercise its ownership rights in and to such Joint Collaboration Program IP, including the 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.
Each Party will reasonably cooperate with the other Party in the Prosecution and Maintenance of the Subject Patents and any other Patents within each Party’s Sole Collaboration Program IP and within Joint Collaboration Program IP.
Each Party, for itself and on behalf of its Affiliates, licensees and sublicenses, 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 Collaboration Program IP.
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 Collaboration Program IP.
In addition, notwithstanding anything to the contrary in this Agreement, all Assigned IP, Joint Collaboration Program IP exclusively licensed to Adaptimmune, Study Data and other Clinical Materials and Additional Materials assigned to Adaptimmune pursuant to the terms hereof, shall be the Confidential Information of Adaptimmune for the purposes of this Agreement.
To the extent any Joint Collaboration Program IP is made solely by a Party or as relevant a Party’s subcontractors or Affiliates and assigned to such Party, such Party hereby transfers and assigns to the other Party, without additional consideration, one undivided half of such Party’s interest in such Collaboration Intellectual Property, which transfer and assignment the other Party hereby accepts.
Prior to exercise of an Option in relation to any Collaboration Program, GSK shall file, maintain and prosecute any patent applications and patents comprising Joint Collaboration Program IP arising from such Collaboration Program to the extent that such Joint Collaboration Program IP does not relate to any *** or Engineered TCR (“GSK Prosecuted Collaboration Program IP”) at its sole cost.
Prior to exercise of an Option in relation to any Collaboration Program, Adaptimmune shall file, maintain and prosecute any patent applications and patents comprising (a) Adaptimmune Collaboration Program IP; and (b) Joint Collaboration Program IP arising from such Collaboration Program to the extent that such Joint Collaboration Program IP solely relates to composition of matter or product claims of *** (“Adaptimmune Prosecuted Collaboration Program IP”) at its sole cost.