Joint Collaboration Technology Clause Samples
Joint Collaboration Technology. The JMC shall determine which Party shall be responsible for filing patent applications and such other activities described in Section 9.2(a) in respect of Joint Collaboration Technology, using counsel selected by it with the consent of the other Party (which consent shall not be unreasonably withheld). With respect to the prosecution of such patent applications for Joint Collaboration Technology, the Party prosecuting such Joint Collaboration Technology (the "Prosecuting Party"), shall have the further right to take such actions as are necessary or appropriate to procure and maintain patents with respect thereto; provided, that all such patent applications and patents shall be owned jointly ("Joint Patent Rights"). The Prosecuting Party's costs in preparing, filing, prosecuting and maintaining Joint Patent Rights that are determined by the JMC to have commercial value primarily in connection with a Product shall be shared 70 (Alexion)/30 (XOMA) between the Parties (unless such Joint Patent Rights relate only to a particular Product in a particular Future Indication as to which one Party has Opted Out and not Opted Back In, in which case all such costs shall be borne by the other Party); such costs with respect to Joint Patent Rights that are determined by the JMC to have commercial value primarily in connection with something other than a Product shall be borne by the Prosecuting Party. In the event the JMC cannot make the determination called for by the immediately preceding sentence, the question of whether certain Joint Patent Rights have commercial value primarily in connection with a Product shall be submitted to the dispute resolution procedures of Sections 12.1(a) (except for the fourth sentence thereof) and 12.2 and shall be an Arbitrable Dispute. The non-Prosecuting Party shall be consulted, and due consideration given to any concerns it may raise, with respect to all significant prosecution matters involving the Joint Patent Rights. If the Prosecuting Party for a Joint Patent Right decides to abandon prosecution or maintenance of such Joint Patent Right, it shall so notify the other Party and the other Party shall have the right to take over the prosecution and maintenance of such Joint Patent Right at its own expense and discretion, in which case the original Prosecuting Party shall assign all of its rights and interest therein to the other Party. Either Party may avoid sharing the costs associated with any Joint Collaboration Technology by ass...
Joint Collaboration Technology. The Joint Collaboration Technology will be jointly owned by the Parties, with each Party entitled to the free use and enjoyment of such Joint Collaboration Technology, subject to the licenses granted herein. Subject to such terms and conditions of this Agreement, neither Party will have a duty to account to the other or seek any consent with respect to the licensing or Exploitation of Joint Collaboration Technology. To the extent any further consent is required to enable a Party to so license or Exploit its interest in the Joint Collaboration Technology, the other Party hereby grants such consent. Each Party hereby assigns, and will cause its Affiliates to assign, to the other Party a joint, undivided interest in and to its and their rights, title and interests in and to the Joint Collaboration Technology, and the other Party hereby accepts such assignment.
Joint Collaboration Technology. Any Know-How discovered, developed, invented, or created jointly by (i) Ionis, its Affiliates, or Third Parties acting on its or their behalf and (ii) Metagenomi, its Affiliates, or Third Parties acting on its or their behalf, in each case, in the performance of activities under this Agreement (including in any meeting of the JSC or any Subcommittee) (such Know-How, “Joint Collaboration Know-How”), and any Patent Rights that Cover such Joint Collaboration Know-How (“Joint Collaboration Patent Rights,” and together with the Joint Collaboration Know-How, the “Joint Collaboration Technology”), will be owned jointly by ▇▇▇▇▇ and Metagenomi on an equal and undivided basis, including all rights thereto, subject to any rights or licenses expressly granted by one Party to the other Party under this Agreement. Except as expressly provided in this Agreement, neither Party will have any obligation to account to the other for profits with respect to, or to obtain any consent of the other Party to license or exploit, Joint Collaboration Technology by reason of joint ownership thereof, and each Party hereby waives any right it may have under the laws of any jurisdiction to require any such consent or accounting.
Joint Collaboration Technology. With respect to Know-How and Inventions included in the Joint Collaboration Technology, the Parties will decide on a case-by-case basis (i) whether and in what jurisdictions to seek Patent protection for such Know-How or Inventions, and (ii) which Party will file, prosecute, defend and maintain such Patents. Any such filing, prosecution and maintenance (including the filing of any extension or supplementary protection certificate), will be made in both Parties’ name. The Parties will [***] the costs for the foregoing activities in the countries specified in Exhibit E, and [***] will bear the costs for the foregoing activities in any country not listed in Exhibit E. The filing Party will reasonably inform the other Party and consult with the other Party (including providing such other Party with drafts of proposed material filings to allow such other Party a reasonable opportunity for review and comment before such filings are due) and, to the extent possible, will undertake the filing, prosecution and defense of any Patents within Joint Collaboration Technology in a way that will not be detrimental to the development or commercialization of any Licensed Product. [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. All material decisions regarding such Patent activities shall be made jointly by the Parties, and each Party may grant participation rights to Third Parties regarding such Patent activities, subject to such Third Party participation rights not being in conflict with the terms of this Agreement.
Joint Collaboration Technology. 6.5.2.1 NanoString shall have the primary right to Prosecute any Patents within the Joint Collaboration Technology (“Joint Patents”). NanoString shall reasonably consult with ▇▇▇ with respect to the Prosecution of the Joint Patents. NanoString shall keep ▇▇▇ reasonably informed of its Prosecution of such Joint Patents and provide ▇▇▇ with copies of material correspondence (including applications, office actions, responses, etc.) relating to Prosecution of such Patents. ▇▇▇ may provide comments and suggestions with respect to any material actions to be taken by NanoString with respect to the Prosecution of such Patents, and NanoString shall take such comments into good faith consideration. NanoString shall not include in any Patent any ▇▇▇ Confidential Information unless approved by ▇▇▇.
6.5.2.2 NanoString shall promptly give notice to ▇▇▇ of the grant, lapse, revocation, surrender, invalidation or abandonment of any Joint Patents. NanoString may elect not to file or to cease Prosecution of Joint Patents on a country-by-country basis, and if it does so, NanoString shall give timely notice to ▇▇▇ which notice will not be less than [†] days prior to any statutory bar date that would apply to the filing, or any due date for any payments or action required to be taken in connection with any pending application. ▇▇▇ may by notice to NanoString assume Prosecution of such Joint Patents in such country(ies) at ▇▇▇’▇ expense; provided, however, the Parties acknowledge and agree that NanoString shall still retain its joint ownership rights in such Joint Patents and ▇▇▇ shall keep NanoString reasonably informed with respect to the Prosecution thereof.
Joint Collaboration Technology. The Steering Committee shall determine which Party shall be responsible for filing patent applications in respect of Joint Collaboration Technology, using counsel selected by it with the consent of the other Party (which consent shall not be unreasonably withheld). With respect to the prosecution of such patent applications for Joint Collaboration Technology, the Party prosecuting such Joint Collaboration Technology (the "Prosecuting Party"), shall have the further right to take such actions as are necessary or appropriate to procure and maintain patents with respect thereto, subject to any direction by the Steering Committee pursuant to Section 10.2(c); provided that all such patent applications and patents shall be owned jointly ("Joint Patent Rights"). The Prosecuting Party's costs in preparing, filing, prosecuting and maintaining Joint Patent Rights shall be shared between the Parties as follows: (i) [*] in the event that the applicable Joint Patent Rights have scientifically and economically meaningful uses outside of this Agreement; and (ii) otherwise, [*]. In the event the Steering Committee cannot make the determination called for in the first sentence of this Section 10.2(b), the question of which Party shall be responsible for such filings and other activities shall be submitted to the dispute resolution procedures of Sections 13.1(a) and 13.
Joint Collaboration Technology. As between the Parties, each Party shall own an equal, undivided one-half (1/2) interest in any and all Joint Collaboration Technology, subject to any licenses granted thereunder pursuant to the License Agreement.
Joint Collaboration Technology. In the event of [†], which [†].
Joint Collaboration Technology. Micromet and Serono will each own an undivided one-half interest in any Joint Collaboration Technology, without obligation to account to the other for the exploitation thereof or to seek consent of the other for the grant of any licenses thereunder, subject to the licenses and rights granted by the Parties in this
Joint Collaboration Technology. All costs of filing, prosecuting and maintaining (including any costs of patent interference, opposition, reissue and re-examination proceedings) a Joint Collaboration Patent shall, subject to Section 11.2.3, be borne by both Parties equally and shall not be included as an element of Development Costs or Allowable Expenses, except that any such Patent shall:
(i) to the extent it claims the use or sale of any Co-Promotion Products in the United States, constitute Patent Costs and be included as an element of Allowable Expenses, and
(ii) to the extent it claims the use or sale of Non-Co-Promoted Products in the United States, and to the extent it claims the use or sale of a Product, whether alone or together or in combination with an Agent, or MDX-1379 in the Royalty Territory, be borne by BMS at its sole expense (either directly or by reimbursement of Medarex’s FTE Costs and out-of-pocket costs of same) and shall not be included as an element of Development Costs or Allowable Expenses.