Common use of Joint Inventions Clause in Contracts

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. During the Collaboration Period, all All Inventions conceived and other Know-How made under this Agreement jointly by employees or agents of Senomyx and employees or agents of Aurora Firmenich (the "“Joint Inventions"”) and all Joint claims within Patent Rights shall claiming such Joint Inventions will be owned jointly by Aurora Firmenich and Senomyx. Aurora Firmenich hereby irrevocably 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 Improvements, including, without limitation, compounds, Compounds (including both Natural Compounds and Synthetic Compounds) and Selected Compounds (including both Natural Compounds and Synthetic Compounds), and uses thereof, and all Joint claims within Patent Rights claiming such Joint Inventions, subject to the license licenses granted to Aurora Firmenich pursuant to Section 4.28. In the event that Aurora Firmenich is legally unable to assign such rights to Senomyx, then Aurora Firmenich agrees either to waive the enforcement of such rights against Senomyx and any sublicensees and assignees, or to grant Senomyx an exclusiveExclusive, irrevocable, perpetual, worldwide, fullyfully paid-paid up license, with right to sublicense through multiple tiers of sublicense, to such rights, subject to any license granted to Firmenich pursuant to Sections 8. Senomyx hereby irrevocably assigns to Aurora Firmenich 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 CompoundsFirmenich Improvements, and all Joint claims within Patent Rights claiming such Joint Inventions, subject to the any licenses granted to Senomyx pursuant to Section 4.18. In the event that Senomyx is legally unable to assign such rights to AuroraFirmenich, then Senomyx agrees either to waive the enforcement of such rights against Aurora Firmenich and any sublicensees and assignees, or to ▇▇▇▇▇ ▇▇▇▇▇▇ grant Firmenich an exclusiveExclusive, irrevocable, perpetual, worldwide, fullyfully paid-paid up license, with right to sublicense through multiple tiers of sublicense, to such rights, subject to any license granted to Senomyx pursuant to Section 8.

Joint Inventions. During the Collaboration Period, all 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 will be owned jointly by Aurora ▇▇▇▇▇▇▇▇ and Senomyx. Aurora ▇▇▇▇▇▇▇▇ hereby irrevocably assigns to Senomyx all right, title and interest in and to any Joint Inventions that consist of improvements improvement to the Senomyx Technology Technology, Compounds, Product Compounds or the Senomyx CompoundsSelected Compounds and uses thereof, and all Joint Patent Rights claiming such Joint Inventions, subject to the license licenses granted to Aurora pursuant to ▇▇▇▇▇▇▇▇ under Section 4.28. 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. Nothing in this Section 9.4 shall prohibit ▇▇▇▇▇▇▇▇ from using the Joint Inventions and Joint Patent Rights consistent with this Agreement. Senomyx hereby irrevocably assigns to Aurora ▇▇▇▇▇▇▇▇ all right, title and interest in and to any Joint Inventions that consist of improvements improvement to the Aurora Technology, the Aurora Reporters or the Aurora Compounds▇▇▇▇▇▇▇▇ Technology and uses thereof, and all Joint Patent Rights claiming such Joint Inventions, subject to the licenses granted to Senomyx pursuant to under Section 4.18. 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. During the Collaboration Period, all All Inventions conceived and other Know-How made under this Agreement jointly by employees or agents of Senomyx and employees or agents of Aurora Firmenich (the "“Joint Inventions"”) and all Joint claims within Patent Rights shall claiming such Joint Inventions will be owned jointly by Aurora Firmenich and Senomyx. Aurora Subject to Sections 9.5 and 9.6, Firmenich hereby irrevocably 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 CompoundsImprovements, including, without limitation, […***…] and all Joint claims within Patent Rights claiming such Joint Inventions, subject to the license licenses granted to Aurora Firmenich pursuant to Section 4.28. In the event that Aurora Firmenich is legally unable to assign such rights to Senomyx, then Aurora Firmenich agrees either to waive the enforcement of such rights against Senomyx and any sublicensees and assignees, or to grant Senomyx an exclusiveExclusive, irrevocable, perpetual, worldwide, fullyfully paid-paid up license, with right to sublicense through multiple tiers of sublicense, to such rights, subject to any license granted to Firmenich pursuant to Sections 8. Subject to Sections 9.5 and 9.6, Senomyx hereby irrevocably assigns to Aurora Firmenich all right, title and interest in and to any Joint Inventions that consist of improvements to the Aurora TechnologyFirmenich Improvements, the Aurora Reporters or the Aurora Compoundsincluding, without limitation, […***…] and all Joint claims within Patent Rights claiming such Joint Inventions, subject to the any licenses granted to Senomyx pursuant to Section 4.18. In the event that Senomyx is legally unable to assign such rights to AuroraFirmenich, then Senomyx agrees either to waive the enforcement of such rights against Aurora Firmenich and any sublicensees and assignees, or to ▇▇▇▇▇ ▇▇▇▇▇▇ grant Firmenich an exclusiveExclusive, irrevocable, perpetual, worldwide, fullyfully paid-paid up license, with right to sublicense through multiple tiers of sublicense, to such rights, subject to any license granted to Senomyx pursuant to Section 8.

Joint Inventions. During the Collaboration Period, all All Inventions conceived jointly by one or more employees or agents of Senomyx SENOMYX or of any of its Affiliates and one or more employees or agents of Aurora PEPSICO or of any of its Affiliates (the "“Joint Inventions"”) and all Joint Patent Rights shall will be owned jointly by Aurora PEPSICO and SenomyxSENOMYX, except as provided below. Aurora PEPSICO and its Affiliates hereby assigns irrevocably assign to Senomyx SENOMYX all right, title and interest in and to any Joint Inventions that (i) consist of improvements to Natural Enhancing Compounds or Natural Sweetener Compounds identified from the Senomyx Technology PEPSICO Library, (ii) consist of Analog Compounds or the Senomyx (iii) consist solely of […***…] Selected Compounds) […***…], and methods of making such 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 PEPSICO or its Affiliate is legally unable to assign such rights to SenomyxSENOMYX, then Aurora agrees PEPSICO and its Affiliates agree either to waive the enforcement of such rights against Senomyx SENOMYX and any sublicensees and assignees, or to grant Senomyx SENOMYX an exclusive, irrevocable, perpetual, worldwide, fully-paid license, with right to sublicense through multiple tiers of sublicense, to such rights. Senomyx For the avoidance of doubt, Inventions assigned to SENOMYX under this Section 10.4, will no longer be considered Joint Inventions/Joint Patent Rights and will thereafter be considered SENOMYX Technology and will be deemed SENOMYX Confidential Information. SENOMYX hereby irrevocably assigns to Aurora PEPSICO all right, title and interest in and to any Joint Inventions that consist solely of improvements […***…] to the Aurora Technology, the Aurora Reporters or the Aurora extent that such […***…] Selected 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 SENOMYX is legally unable to assign such rights to AuroraPEPSICO, then Senomyx SENOMYX agrees either to waive the enforcement of such rights against Aurora PEPSICO and any sublicensees and assignees, or to ▇▇▇▇▇ ▇▇▇▇▇▇ grant PEPSICO an exclusive, irrevocable, perpetual, worldwide, fully-paid license, with right to sublicense through multiple tiers of sublicense, to such rights. For the avoidance of doubt, Inventions assigned to PEPSICO under this Section 10.4, will no longer be considered Joint Inventions/Joint Patent Rights and will thereafter be considered PEPSICO Technology and will be deemed PEPSICO Confidential Information.

Joint Inventions. During the Collaboration Period, all All Inventions conceived and other Know-How made under this Agreement jointly by employees or agents of Senomyx and employees or agents of Aurora Solae (the "“Joint Inventions"”) and all Joint claims within Patent Rights shall claiming such Joint Inventions will be owned jointly by Aurora Solae and Senomyx. Aurora Solae hereby irrevocably 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 Improvements, including, without limitation, any chemical compounds, Compounds, Selected Compounds, and uses thereof, and all Joint claims within Patent Rights claiming such Joint Inventions, subject to the license licenses granted to Aurora Solae pursuant to Section 4.28. In the event that Aurora Solae is legally unable to assign such rights to Senomyx, then Aurora Solae agrees either to waive the enforcement of such rights against Senomyx and any sublicensees and assignees, or to grant Senomyx an exclusiveExclusive, irrevocable, perpetual, worldwide, fullyfully paid-paid up license, with right to sublicense through multiple tiers of sublicense, to such rights, subject to any license granted to Solae pursuant to Sections 8. Senomyx hereby irrevocably assigns to Aurora Solae 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 CompoundsSolae Improvements, and all Joint claims within Patent Rights claiming such Joint Inventions, subject to the any licenses granted to Senomyx pursuant to Section 4.18. In the event that Senomyx is legally unable to assign such rights to AuroraSolae, then Senomyx agrees either to waive the enforcement of such rights against Aurora Solae and any sublicensees and assignees, or to ▇▇▇▇▇ ▇▇▇▇▇▇ grant Solae an exclusiveExclusive, irrevocable, perpetual, worldwide, fullyfully paid-paid up license, with right to sublicense through multiple tiers of sublicense, to such rights, subject to any license granted to Senomyx pursuant to Section 8.

Joint Inventions. During the Collaboration Period, all All Inventions conceived and other Know-How made under this Agreement jointly by employees or agents of Senomyx and employees or agents of Aurora Firmenich (the "“Joint Inventions"”) and all Joint claims within Patent Rights shall claiming such Joint Inventions will be owned jointly by Aurora Firmenich and Senomyx. Aurora Subject to Sections 9.5 and 9.6, Firmenich hereby irrevocably 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 CompoundsImprovements, and all Joint claims within Patent Rights claiming such Joint Inventions, subject to the license licenses granted to Aurora Firmenich pursuant to Section 4.28. In the event that Aurora Firmenich is legally unable to assign such rights to Senomyx, then Aurora Firmenich agrees either to waive the enforcement of such rights against Senomyx and any sublicensees and assignees, or to grant Senomyx an exclusiveExclusive, irrevocable, perpetual, worldwide, fullyfully paid-paid up license, with right to sublicense through multiple tiers of sublicense, to such rights, subject to any license granted to Firmenich pursuant to Sections 8. Subject to Sections 9.5 and 9.6, Senomyx hereby irrevocably assigns to Aurora Firmenich 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 CompoundsFirmenich ***Confidential Treatment Requested Improvements, and all Joint claims within Patent Rights claiming such Joint Inventions, subject to the any licenses granted to Senomyx pursuant to Section 4.18. In the event that Senomyx is legally unable to assign such rights to AuroraFirmenich, then Senomyx agrees either to waive the enforcement of such rights against Aurora Firmenich and any sublicensees and assignees, or to ▇▇▇▇▇ ▇▇▇▇▇▇ grant Firmenich an exclusiveExclusive, irrevocable, perpetual, worldwide, fullyfully paid-paid up license, with right to sublicense through multiple tiers of sublicense, to such rights, subject to any license granted to Senomyx pursuant to Section 8.