Common use of Ownership and Patentability Clause in Contracts

Ownership and Patentability. (a) In case of Invention and Improvement related to a Nano Reactor® Device or apparatus similar thereto, or to a Nano Reactor® System or process similar thereto, where the inventors are employed solely by the Licensor, Licensor shall during a period of ninety (90) days from disclosure to the other Party, file patent applications with respect thereto in its own name and at its own expense, and take such other steps required or necessary to protect its rights in such Invention or Improvement, and incorporate such intellectual property into the present Agreement, with no extra costs for the Licensee.. (b) In case of Invention and Improvement related to a new patentable process that can be utilized only in the processing of Oils & Fats or Oleochemicals and that is not in conflict with the Licensor current patent filings and claims, where the inventors are employed partly by the Licensee and partly by the licensor, the parties shall jointly proceed, prepare and file any such patent application without delay. Each Party shall bear 50% of the costs related to the patent filing, and of subsequent fees. If one Party does not want to file such patent application while the other does, the latest shall be entitled to file the patent application in its own name and at its own expense. For the purpose of this provision, failure to answer positively a patent application request from the other party during 30 calendar days, or to pay the related fees within reasonable time period shall be considered as a waiver to its patent rights, and shall allow the other Party to file alone the patent application in its own name and at its own expenses. The Parties acknowledge that such intellectual property is automatically incorporated into the present Agreement, with no extra costs for the Licensee. (c) In the case of all Inventions and Improvements Licensor, and Licensee when applicable, shall file a patent application at least in the United States Patent and Trademark office, the Argentine Patent and Trademark office, and a Patent Cooperation Treaty application covering the countries of Brazil, England, France, Germany, and Malaysia. (d) Both Parties shall, upon the other Party's request, take such actions and execute all documents, and cause its employees and contractors to take all actions and execute all documents, as are necessary or appropriate to implement the provisions of this Article V (including the registration of any CTI Initials ______ DB Initials _________ relevant license in any relevant register) and shall assist the other Party in the preparing, filing, prosecuting and assigning patents, patent applications, copyrights and other intellectual property rights and in otherwise securing their protection.