Common use of Collaboration Joint Intellectual Property Clause in Contracts

Collaboration Joint Intellectual Property. All rights and title to COLLABORATION JOINT INTELLECTUAL PROPERTY, whether patentable or copyrightable or not, will belong jointly to CYPRESS and OREXIGEN and will be subject to the terms and conditions of this AGREEMENT. Each party will have the right to independently practice and to license such COLLABORATION JOINT INTELLECTUAL PROPERTY, without accounting to the other party, subject to the LICENSE during the term of this AGREEMENT, and only to the extent that the practice of such COLLABORATION JOINT INTELLECTUAL PROPERTY by CYPRESS or any sublicensee does not require rights under PRE-COLLABORATION OREXIGEN INTELLECTUAL PROPERTY, COLLABORATION OREXIGEN INTELLECTUAL PROPERTY, or any other INTELLECTUAL PROPERTY owned by, either partially or wholly, or licensed to OREXIGEN, and that the practice of such COLLABORATION JOINT INTELLECTUAL PROPERTY by OREXIGEN or any sublicensee does not require rights under PRE-COLLABORATION CYPRESS INTELLECTUAL PROPERTY, COLLABORATION CYPRESS INTELLECTUAL PROPERTY, or any other INTELLECTUAL PROPERTY owned by, either partially or wholly, or licensed to CYPRESS. If such COLLABORATION JOINT INTELLECTUAL PROPERTY contains any PRE-COLLABORATION INTELLECTUAL PROPERTY, COLLABORATION INTELLECTUAL PROPERTY or other INTELLECTUAL PROPERTY owned by, either partially or wholly, or licensed to, the other party, the inventing party will only have the rights to practice and license the COLLABORATION JOINT INTELLECTUAL PROPERTY as negotiated with such other party pursuant to a license agreement or other agreed-upon arrangement. Notwithstanding the foregoing, OREXIGEN shall not have the right to practice or to license (other than to CYPRESS) any COLLABORATION JOINT INTELLECTUAL PROPERTY, to the extent of the LICENSE granted to CYPRESS, so long as the LICENSE is in effect. Additionally, subject to the provisions of Section 8.02, so long as the LICENSE is in effect, each party will have the right but not the obligation to bring, at its own expense, an infringement action against any third party under its interest in COLLABORATION JOINT INTELLECTUAL PROPERTY, subject to the same limitations as set forth above with respect to the practice of such COLLABORATION JOINT INTELLECTUAL PROPERTY by CYPRESS or OREXIGEN. The parties will assist one another and cooperate in any such litigation, at the other’s reasonable request, and, if a party is necessary in order to institute and maintain an infringement suite by the other party as defined by law, that party agrees to be joined in such suit.