Common use of INTELLECTUAL AND OTHER PROPERTY Clause in Contracts

INTELLECTUAL AND OTHER PROPERTY. 10.1 Sponsor agrees that University shall own the entire right, title, and interest, including all patents, copyrights, and other intellectual property rights, in and to all tangible materials, inventions, works of authorship, software, information and data conceived or developed in the performance of the Research Project, including anything developed using University facilities or by University personnel, and funded under this Agreement (hereinafter “University Technology”). 10.2 University agrees that Sponsor shall own the entire right, title, and interest, including all patents, copyrights, and other intellectual property rights, in and to all tangible materials, inventions, works of authorship, software, information and data solely conceived or developed by Sponsor personnel and using Sponsor facilities under this Agreement (hereinafter “Sponsor Technology”). 10.3 University and Sponsor agree that technology that is jointly developed by University and Sponsor personnel under this Agreement shall be jointly owned (hereinafter “Joint Technology”). The parties shall mutually agree as to which party shall be responsible for the protection of Joint Technology. 10.4 University shall provide Sponsor a written confidential disclosure of any University Technology within sixty (60) days after such disclosure is received by the University’s Office of Technology Transfer. Sponsor shall hold such disclosure on a confidential basis and will not disclose the information to any third party without the written consent of University. 10.5 To the extent University has the legal right to do so and in accordance with the provisions of 10.6 below, University shall offer Sponsor a time-limited first right to negotiate a commercial license for any University Technology and University’s interest in any Joint Technology. Sponsor shall advise University in writing within sixty (60) days of disclosure to Sponsor whether or not it wishes to secure a commercial license (hereinafter “Date of Election”). 10.6 If Sponsor elects to secure a commercial license, Sponsor shall have ninety (90) days from the Date of Election to conclude a commercial license agreement with University. Said commercial license shall contain reasonable terms and shall require diligent performance by Sponsor for the timely commercial development and early marketing of such University Technology and/or Joint Technology. Sponsor shall also be required to reimburse University for all costs expended to secure and maintain protection for such University Technology and/or Joint Technology and assume all future costs. If such commercial license is not concluded in said period, University has no further obligations to Sponsor. If Sponsor does not elect to secure a commercial license, rights to University Technology and/or University’s interest in Joint Technology shall be disposed of in accordance with University policies with no further obligation to Sponsor. 10.7 Nothing contained in this Agreement shall be deemed to grant either party directly or by implication, estoppel, or otherwise any license under any patents, patent applications or other proprietary interests of any other invention, discovery or improvement of either party.