Joint Inventions Clause Samples

Joint Inventions. For Subject Inventions conceived or first actually reduced to practice under this Agreement that are joint Subject Inventions made by CONTRACTOR and USER, each Party shall have the option to elect and retain title to its undivided rights in such joint Subject Inventions.

Joint Inventions. 12.4.1 The parties will cooperate to file, prosecute and maintain patent applications covering the Joint Invention(s) within the RESEARCH PROGRAM in the United States, Japan and the European Union (in Europe through a European Patent Convention application) (collectively, the "Core Countries") and other countries agreed by the parties. The parties will share equally all expenses and fees associated with the filing, prosecution, issuance and maintenance of any patent application and resulting patent for a Joint Invention in the Core Countries and other agreed countries. Subject to Section 12.4.3 below, it is understood that, after the termination of the RESEARCH PROGRAM, the parties shall share equally the expenses and fees associated with the filing, prosecution, issuance and maintenance of any patent application and resulting patent for a Joint Invention in the Core Countries and other agreed countries. 12.4.2 In the event that either party wishes to seek patent protection with respect to any Joint Invention outside the Core Countries, it shall notify the other party hereto. If both parties wish to seek patent protection with respect to such Joint Invention in such country or countries, activities shall be subject to Section 12.4.1 above. If only one party wishes to seek patent protection with respect to such Joint Invention in such country or countries, it may file, prosecute and maintain patent applications and patents with respect thereto, at its own expense. Whenever possible, the parties shall cooperate to obtain the benefit of international treaties, conventions and/or agreements (e.g., the Patent Cooperation Treaty.) in order to obtain the benefits afforded thereby. In any such case, the party declining to participate in such activities shall not grant any THIRD PARTY a license under its interest in the applicable joint invention in the applicable country or countries without the prior written consent of the other party, which shall not be unreasonably withheld. KOSAN agrees to provide its written consent, if necessary, for LICENSEE to sublicense any joint invention in any country pursuant to the terms of this AGREEMENT.

Joint Inventions. (a) Inventions developed, conceived or first reduced to practice, as those terms are used before the U.S. Patent and Trademark Office, by statute and under common law, jointly by the parties (the "Joint Inventions"), will be jointly owned by the parties, each party having an equal and undivided interest therein, without the duty to account to the other for any use made of such Joint Inventions. Notwithstanding the foregoing, neither party may use the Joint Inventions in any way which would harm the other's ownership interest therein. The parties agree to mutually determine whether a patent application or applications will be filed on such Joint Inventions, the party which will prepare and file such application or applications, and the country or countries in which the same are to be filed. The patent expenses incurred will be divided equally between the parties. (b) If the parties are not able to mutually agree to file an application or applications on a Joint Invention, either one of the parties may elect to assume such expenses (the "Electing Party"). The Electing Party will control the preparation and prosecution of any such application and all rights in any patents granted thereon will belong exclusively to the Electing Party. The party declining to bear its share of the expenses of prosecuting or maintaining patents covering a Joint Invention (the "Declining Party") agrees to execute any and all forms, assignments or other documents to effect the foregoing; provided, however, that the Declining Party will *** *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the commission. *** *** ; provided further, however, that such Declining Party will *** *** or the U.S. Government. Neither party may, without the prior written consent of the other party (which consent may be withheld for any reason, in its sole and absolute discretion), assign or otherwise transfer its interest in any Joint Invention, except as expressly provided herein.

Joint Inventions. During the Collaboration Period, all Inventions conceived jointly by employees or agents of Senomyx and employees or agents of Aurora (the "Joint Inventions") and all Joint Patent Rights shall be owned jointly by Aurora and Senomyx. Aurora hereby assigns to Senomyx all right, title and interest in and to any Joint Inventions that consist of improvements to the Senomyx Technology or the Senomyx Compounds, and all Joint Patent Rights claiming such Joint Inventions, subject to the license granted to Aurora pursuant to Section 4.2. In the event that Aurora is legally unable to assign such rights to Senomyx, then Aurora agrees either to waive the enforcement of such rights against Senomyx and any sublicensees and assignees, or to grant Senomyx an exclusive, irrevocable, perpetual, worldwide, fully-paid license, with right to sublicense through multiple tiers of sublicense, to such rights. Senomyx hereby irrevocably assigns to Aurora all right, title and interest in and to any Joint Inventions that consist of improvements to the Aurora Technology, the Aurora Reporters or the Aurora Compounds, and all Joint Patent Rights claiming such Joint Inventions, subject to the licenses granted to Senomyx pursuant to Section 4.1. In the event that Senomyx is legally unable to assign such rights to Aurora, then Senomyx agrees either to waive the enforcement of such rights against Aurora and any sublicensees and assignees, or to ▇▇▇▇▇ ▇▇▇▇▇▇ an exclusive, irrevocable, perpetual, worldwide, fully-paid license, with right to sublicense through multiple tiers of sublicense, to such rights.

Joint Inventions. The option to negotiate an exclusive, royalty-bearing commercial license in a designated field of use and territory which SPONSOR may elect by written notice to UNIVERSITY no later than six months after UNIVERSITY’s notice of Invention disclosure. The negotiation period for the license shall be three months from the date of notice of election. If the parties have not entered into a license before the end of the negotiation period, then UNIVERSITY may non-exclusively license its interest in the Joint Invention to third parties without further obligation to SPONSOR.

Joint Inventions. The Parties shall have joint title to (i) any invention conceived or first reduced to practice jointly by MIT employees and/or students, and Sponsor personnel in the performance of the Research, and (ii) any invention conceived or first reduced to practice by Sponsor personnel in the performance of the Research with significant use of MIT administered facilities or resources (each, a “Joint Invention”). Each Party shall promptly notify the other Party of any Joint Invention; in the case of MIT, such notification shall be provided to Sponsor after an invention disclosure is received by MIT’s Technology Licensing Office (“TLO”). MIT shall have the first right to file a patent application on a Joint Invention in the names of both Parties, unless otherwise agreed. All expenses incurred in obtaining and maintaining any patent on such Joint Invention shall be equally shared except that, if one Party declines to share in such expenses, the other Party may take over the prosecution and maintenance thereof, at its own expense, provided that title to the patent remains in the names of both Parties.

Joint Inventions. With respect to Joint Inventions: (a) all patent applications and patents with respect thereto shall be jointly owned by Bukwang and Triangle;

Joint Inventions. The Parties shall jointly own all inventions made in connection with this Agreement jointly by employees, agents or consultants of Licensee or its Affiliates, on the one hand, and employees, agents or consultants of Licensor or its Affiliates, on the other hand, on the basis of each Party having an undivided interest in the whole (“Joint Inventions”).

Joint Inventions. All Know-How discovered, developed, generated or invented jointly by employees, agents and consultants of Celgene or its Affiliates, on the one hand, and employees, agents and consultants of Vividion or its Affiliates, on the other hand, in the conduct of activities under this Agreement (“Joint Inventions” and, any Patents Covering such Joint Inventions, “Joint Patents”) shall be owned jointly on the basis of each Party (or its applicable Affiliate(s)) having an undivided interest without a duty to account to the other Party (other than as set forth in this Agreement) and shall be deemed to be Controlled by each Party. Each Party shall have the right to use such Joint Inventions, or license such Joint Inventions to its Affiliates or any Third Party, or sell or otherwise transfer its interest in such Joint Inventions to its Affiliates or a Third Party, in each case without the consent of the other Party or its applicable Affiliate(s) (and, to the extent that applicable Law requires the consent of the other Party or its applicable Affiliate(s), this Section 10.1(c) shall constitute such consent), so long as such use, sale, license or transfer is subject to Section 8.6 and the licenses granted pursuant to this Agreement and is otherwise consistent with this Agreement.