Foreground Technology Clause Samples

Foreground Technology. (a) For purposes of determining inventorship under this Section 12.1, inventorship will be determined in accordance with United States patent laws (regardless of where the applicable activities occurred). (b) As between the Parties, ▇▇▇▇▇▇ will be the sole owner of any Foreground Know-How that [***], and will own and retain all rights, title and interest thereto, subject to any rights or licenses expressly granted by Kymera to Sanofi under this Agreement. For clarity, [***]. Any dispute of whether any [***] will be governed by Sections 9.9.2(b)(iii) and 9.9.2(b)(iv). (c) Except as expressly set forth in Section 12.1.2(b), as between the Parties, each Party will be the sole owner of any Foreground Know-How discovered, developed, invented or created solely by such Party, its Affiliates, or Third Parties acting on its or their behalf, and all Patents that Cover any of the foregoing. The Parties will jointly own, on an equal and undivided basis any Foreground Know-How discovered, developed, invented or created jointly by both (i) Sanofi, its Affiliates, or Third Parties acting on behalf of Sanofi or its Affiliates and (ii) Kymera, its Affiliates, or Third Parties acting on behalf of Kymera or its Affiliates, and all Patents, including [***], that claim or encompass any of the foregoing [***]. [***]. (d) Subject to Sections 9.9.2(b)(iii) and 9.9.2(b)(iv) for any dispute of whether any Foreground Technology is Platform Foreground Technology, [***]. (e) Promptly following receipt by Kymera or any of its Affiliates of an invention disclosure with respect to any invention discovered, developed, invented or created, solely or jointly, by Kymera, its Affiliates, or Third Parties acting on its or their behalf that constitutes Foreground Technology, Kymera will promptly disclose to Sanofi in writing, and will cause its Affiliates to so disclose, the discovery, development, invention or creation of such Foreground Technology. Promptly following receipt by Sanofi or any of its Affiliates of an invention disclosure with respect to any invention that is discovered, developed, invented or created, solely or jointly, by Sanofi, its Affiliates, or Third Parties acting on its or their behalf that constitutes Foreground Technology, Sanofi will promptly disclose to Kymera in writing, and will cause its Affiliates to so disclose, the discovery, development, invention or creation of such Foreground Technology.

Foreground Technology. Foreground Technology, including all associated Intellectual Property Rights, shall be assigned and/or licensed between the Parties as follows: (a) The Parties shall jointly own all Intellectual Property Rights to Joint Technology. [ * * * ]Each Party shall solely own all modifications and derivative works to the Joint Technology that it creates after the Term, without any disclosure, financial or cross-license obligation to the other Party. (b) Sole Foreground Technology shall be solely owned by the Party that created it. (c) Both parties may use the other party’s Intellectual Property Rights in Sole Foreground Technology solely for the purpose of advancing the goals of the Project during the term of this Agreement. (d) [ * * * ] (e) The Parties agree to work in good faith to classify Foreground Technology into an appropriate category (Sole Foreground Technology, Joint Technology). Inventorship of inventions and authorship of copyrightable works conceived and/or reduced to practice, or authored, under this Project (i.e., sole or joint) shall be determined in accordance with the patent and copyright laws of the United States, as the case may be.

Foreground Technology. Subject to the restrictions set forth in this Agreement, all Foreground Technology shall be jointly owned by the Parties without an obligation to account to the other Party.

Foreground Technology a. From the Effective Date and thereafter, all Foreground Technology shall be jointly owned by Iteris and Valeo. b. The Parties will reasonably pursue registered protection of the Foreground Technology, including patent protection to protect inventions, and will each consult with the other Party to determine whether and in which countries protection shall be sought, which Party shall bear the responsibility (including any expense) for pursuing the protection and maintaining any resulting right (e.g., patent), the desired scope of protection, and which Party shall control prosecution of any application for such right. c. If it is determined that only one Party wishes to file or maintain an application to protect Foreground Technology in a country, then the non-filing Party will assign its interest in the rights following from such filed or maintained application in that country to the other (who shall own it exclusively) with the non-filing Party retaining a non-exclusive license (with the right to sub-license within the scope of this Agreement) under any resulting right in such country. Royalties payable shall be as set forth in Article 7.3(b). Where only one Party files an application under this part, that Party shall bear all expenses. d. During the term of this Agreement, the Parties agree that they will not grant any license or right under or otherwise alienate or encumber their respective interest in any jointly owned Foreground Technology, without the prior written approval of the other joint owner except that Iteris may license, alienate or encumber rights that do not cover applications for Class 1 and 2 Vehicles and Valeo may license, alienate or encumber rights that do not cover applications for Class 3 through 8 Vehicles. Either Party may, without prior written approval, in a limited license, grant to its Affiliates the right to use Foreground Technology to the extent that the licensing Party itself is permitted to use the Foreground Technology under this Agreement, subject to all limitations and restrictions (including, but not limited to, obligations related to accounting and royalties). In the absence of an agreement otherwise, which the Parties agree to negotiate in good faith, any royalties paid by any third party for a license to any jointly owned Foreground Technology for which the written approval of the other Party is required will be shared equally by the Parties. Royalties paid by any third party for a license to any jointly owned Fore...

Foreground Technology. The Parties anticipate that the Project may result in the development of certain new developments, materials, compounds, Confidential Information, or other intellectual property (collectively, “Foreground Technology”). The Parties shall jointly and equally own any and all Foreground Technology, and all Intellectual Property Rights pertaining thereto. To the extent the Parties enter into a JV Agreement as anticipated in Section 2.3 above, the JV Agreement shall include provisions with respect to the joint management of such jointly owned Foreground Technology and Intellectual Property Rights, and the manner in which the Parties may use them. In the event this Agreement terminates, and a JV Agreement is not executed, then each Party shall be free to use the Foreground Technology without the consent of, or accounting to, the other Party, provided however, that to the extent the Foreground Technology or any portion thereof may be patentable, the Parties shall discuss in good faith the manner in which they would apply for, register and maintain the jointly owned patents1

Foreground Technology. Each Party shall disclose to the other Party all Results generated by each Party as part of the Study and Evaluation. Subject to the terms of this Section 7.2, all right, title and interest in and to the Foreground Technology will be jointly owned by Biotheus and Talem without regard to inventorship. Each Party shall, and hereby does, assign and shall cause its representatives involved in the Study and Evaluation to assign, without requirement of additional consideration, an undivided joint ownership interest in all such right, title, and interest in and to the Foreground Technology as is necessary to fully effect the undivided joint ownership thereof by the Parties. Prior to filing any patent applications claiming Foreground Technology, the Parties shall enter into good faith discussions in order to enter into a Definitive Agreement, or another appropriate written agreement, executed by both Parties that defines the Parties’ respective activities and responsibilities for the preparation, filing, prosecution, maintenance and enforcement of such patent applications and any resulting patent rights. Save as otherwise explicitly provided in a Definitive Agreement,all costs of such preparation, filing, prosecution, maintenance, and enforcement the “Patent Cost” shall be shared equally by the Parties. In the event that one of the Parties (the “Waiving Party”) determines in its sole discretion to abandon, cease prosecution of or otherwise not file or maintain such patent in any jurisdiction, then the Waiving Party will provide the other Party written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and will choose (i) at its own expense, to provide such other Party with the right and all necessary signatures, assignments and other documents, to prepare, file, prosecute and maintain such patents in such jurisdiction at such other Party’s own expense, in such other Party’s own name and for such other Party’s sole benefits and profits, or (ii) continue to share half of the Patent Cost in such jurisdiction and allow such other Party to prepare, file, prosecute and/or maintain such patents in such jurisdiction in the name of both Parties and for their joint benefits and profits. Until the Parties enter into a Definitive Agreement or another appropriate written agreement as outlined above, the Parties shall not file any patent application claiming the Foreground Technology. .

Foreground Technology. Except as provided in Paragraph 8.3 below, to the extent that Foreground Technology does not constitute Joint Foreground Technology, each Party will solely own all rights, titles and interests in its respective Foreground Technology, including Intellectual Property Rights therein. Each Project Agreement may specify in detail the classification and ownership rights of the Foreground Technology developed in conjunction with the specific Project. If either Party desires to file a patent or any other Intellectual Property Right based upon its Foreground Technology, it shall notify the other Party prior to any filing of the proposed filing in reasonable detail.

Foreground Technology