Common use of Jointly-Developed Property Clause in Contracts

Jointly-Developed Property. The Parties acknowledge that, through the Collaborations, it is possible that the Parties may jointly develop programs, products, services, and other commercially valuable materials and/or intellectual property (“Jointly Developed Property”). The Parties will use Commercially Reasonable Efforts to negotiate, in good faith, terms and procedures regarding the use of Jointly Developed Property. These terms and procedures will include, but not be limited to, (i) which Party would have the right to commercialize particular Jointly Developed Property, (ii) the terms upon which a Party would be permitted to commercialize particular Jointly Developed Property, (iii) how the Parties would share, if at all, the costs of and revenues derived from Jointly Developed Property, and (iv) other matters concerning the ownership of the Jointly Developed Property. The Parties further acknowledge and agree that, unless and until the terms and procedures are agreed upon in accordance herewith for any program, product or service, ownership of and rights in any such program, product or service will be determined as a matter of applicable law, and if the work is protected by copyright, joint owners will each have unrestricted rights to reproduce, modify, distribute, perform and display the work and will be obligated to share proportionately with the other Party any profits that may result from exercise of these rights.