Research Information and Inventions Clause Samples

Research Information and Inventions. The entire right, title and interest in: 2.9.1 Company Information and Inventions shall be owned solely by Company; 2.9.2 Merck Information and Inventions shall be owned solely by Merck; and 2.9.3 Joint Information and Inventions shall be owned jointly by Company and Merck. Company shall promptly disclose to Merck in writing the development, making, conception or reduction to practice of Company Information and Inventions and Joint Information and Inventions. For the purposes of determining ownership under this Section 2.9, inventorship shall be determined in accordance with United States patent laws (regardless of where the applicable activities occurred). Subject to the licenses granted to the other party under this Agreement and the other terms and conditions of this Agreement, each Party shall have the non-exclusive right to exploit its interest in Joint Information and Inventions and Joint Patent Rights, and to grant licenses under its interest in Joint Information and Inventions and Joint Patent Rights, as it deems appropriate, without the consent of, and without accounting to, the other Party; provided, however, that for clarity, the foregoing joint ownership rights shall not be construed as granting, conveying or creating any license or other rights to the other Party’s intellectual property, unless otherwise expressly set forth in this Agreement; and further provided that, in the event that any Joint Patent Rights claim or cover a Compound or the Manufacturing process therefor, Company shall not grant any license under its interest in such Joint Patent Rights to any Third Party without Merck’s prior written consent.

Research Information and Inventions. The entire right, title and interest in: (a) ZNOMICS Information and Inventions shall be owned solely by ZNOMICS; (b) MERCK Information and Inventions shall be owned solely by MERCK; and (c) Joint Information and Inventions shall be owned jointly by ZNOMICS and MERCK. Inventorship will be determined in accordance with United States patent laws. ZNOMICS shall promptly disclose to MERCK in writing the development, making, conception or reduction to practice of ZNOMICS Information and Inventions and Joint Information and Inventions.

Research Information and Inventions. The entire right, title and interest in: (a) AVEO Information and Inventions shall be owned solely by AVEO; (b) MERCK Information and Inventions shall be owned solely by MERCK; and (c) Joint Information and Inventions shall be owned jointly by AVEO and MERCK. AVEO shall disclose to MERCK the development, making, conception and/or reduction to practice of AVEO Information and Inventions and Joint Information and Inventions during meetings of the Committee. MERCK shall disclose to AVEO the development, making, conception and/or reduction to practice of MERCK Information and Inventions and Joint Information and Inventions during meetings of the Committee.

Research Information and Inventions. 10 2.10 Research Program Term...............................................11 2.11 Research Program Materials..........................................12 2.12 Drug Development Program............................................12

Research Information and Inventions. Research Information and Inventions developed or invented: (a) (i) solely by employees, agents or consultants of Transcell (other than ▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇) shall be owned by Transcell; (ii) solely by employees, agents or consultants of Princeton and subject to the 1993 Princeton License Agreement shall be owned by Princeton, subject to Transcell's rights under the 1993 Princeton License Agreement; and (iii) jointly by employees, agents or consultants of Transcell (other than ▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇- ▇▇▇▇▇) and Princeton and subject to the 1993 Princeton License Agreement shall be owned jointly by Transcell and Princeton ((i), (ii) and/or (iii) individually or collectively, "Transcell Information and Inventions"); (b) solely by employees, agents or consultants of Princeton and subject to the 1997 Princeton Research Agreement shall be owned by Princeton, subject to Interneuron's rights under the 1997 Princeton Research Agreement ("Interneuron Information and Inventions"),; (c) solely by employees, agents or consultants of Merck shall be owned solely by Merck ("Merck Information and Inventions"); (d) (i) jointly by employees, agents or consultants of Transcell (other than ▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇) and Merck shall be owned jointly by Transcell and Merck; and (ii) jointly by employees, agents or consultants of Princeton and Merck and subject to the 1993 Princeton License Agreement shall be owned jointly by Princeton and Merck with Princeton's interest in such Research Information and Inventions subject to Transcell's rights under the 1993 Princeton License Agreement ((i) and/or (ii) individually or together, "Transcell/Merck Joint Information and Inventions"); (e) jointly by employees, agents or consultants of Princeton and Merck and subject to the 1997 Princeton Research Agreement shall be owned jointly by Princeton and Merck with Princeton's interest in such Research Information and Inventions subject to Interneuron's rights under the 1997 Princeton Research Agreement ("Interneuron/Merck Joint Information and Inventions"); and (f) jointly by employees, agents or consultants of Princeton and Transcell (other than ▇▇▇▇▇▇ ▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇-▇▇▇▇▇) and subject to the 1997 Princeton Research Agreement shall be owned jointly by Princeton and Transcell with Princeton's interest in such Research Information and Inventions subject to Interneuron's rights under the 1997 Princeton Research Agreement ("Interneuron/Transcell Joint ...

Research Information and Inventions. 2.7.1 The entire right, title and interest in: (a) Company Platform Improvements shall be owned solely by Company; (b) Company Information and Inventions shall be owned solely by Company; (c) Merck Information and Inventions shall be owned solely by Merck; and (d) Joint Information and Inventions shall be owned jointly by Company and Merck. 2.7.2 Each Party shall promptly disclose to the other Party in writing the development, making conception or reduction to practice of Joint Information and Inventions, and Company shall reasonably promptly disclose to Merck in writing the development, making, conception or reduction to practice of Company Information and Inventions. For the purposes of determining ownership under this Section 2.7, inventorship shall be determined in accordance with United States patent laws (regardless of where the applicable activities occurred). Subject to the licenses granted to the other Party under this Agreement and the other terms and conditions of this Agreement, each Party shall have the non-exclusive right to exploit its interest in Joint Information and Inventions and Joint Patent Rights, and to grant licenses under its interest in Joint Information and Inventions and Joint Patent Rights, as it deems appropriate, without the consent of, and without accounting to, the other Party; provided, however, that for clarity, the foregoing joint ownership rights shall not be construed as granting, conveying or creating any license or other rights to the other Party’s intellectual property, unless otherwise expressly set forth in this Agreement; and further provided that, in the event that any Joint Patent Rights claim or cover a Product Candidate or the manufacturing process therefor, Company shall not grant any license under its interest in such Joint Patent Rights to any Third Party without Merck’s prior written consent.

Research Information and Inventions. The entire right, title and interest in: (a) BGM Information and Inventions shall be owned solely by BGM; (b) Merck Information and Inventions shall be owned solely by Merck; and (c) Joint Information and Inventions shall be owned jointly by BGM and Merck. BGM shall promptly disclose to Merck in writing the development, making, conception or reduction to practice of all Inventions.

Research Information and Inventions. Subject to Section 9.1 hereof and Section 10.1 of the License Agreement, the entire right, title and interest in all discoveries, improvements, processes, formulas, data, inventions, know-how and trade secrets, whether or not patentable, and any patent applications or patents based thereon, arising from the Research Program, made, conceived or reduced to practice in the Research Program or Drug Discovery and Development Program (collectively the "Research Inventions"): (a) which are related to the ATI Screens and/or Targets shall be owned solely by ATI ("ATI Inventions") and BioChem agrees to assign all of its ownership rights to ATI Inventions, if any, to ATI; and (b) which are related to Compounds shall be owned solely by BioChem ("BioChem Inventions"). ATI agrees to assign all of its ownership rights to BioChem Inventions, if any, to BioChem. Inventorship of Research Inventions (including the meanings of "solely" and "jointly") shall be determined in accordance with United States patent law. Each Party hereby represents and warrants to the other that it shall take the appropriate measures to assure that it shall own any and all Research Inventions invented by its employees, agents and consultants. The filing, prosecution, and maintenance of patents relating to Research Inventions shall be carried out in accordance with Article IV of the License Agreement.

Research Information and Inventions. All Sutro Information and Inventions, Joint Information and Inventions, Merck Information and Inventions, Pre-Existing Sutro Know-How; and any Patent Rights reciting or claiming such Information and Inventions or Know-How shall constitute “Collaboration IP”. The entire right, title and interest in: 2.11.1 Program Collaboration IP shall be owned solely by Merck; and Sutro shall assign and hereby assigns to Merck all its right, title and interest in and to any such Program Collaboration IP. With respect to the Pre-Existing Sutro Patent Rights, Sutro shall assign and hereby assigns such Patent Rights to Merck, which assignments shall be executed within [*] of the Effective Date; 2.11.2 Sutro Background Collaboration IP shall be owned solely by Sutro; and Merck shall assign and hereby assigns to Sutro all its right, title and interest in and to any such Program Collaboration IP;