Sole Collaboration IP Sample Clauses

Sole Collaboration IP. (i) With respect to any actual or suspected infringement or misappropriation of the Owning Party’s Sole Collaboration IP, the Owning Party shall have the initial right, but not the obligation, to initiate an appropriate suit against any Third Party who at any time is, or is suspected of, infringing the Owning Party’s Patent Rights within its Sole Collaboration IP anywhere in the world and the Owning Party shall have the sole right, but not the obligation, to initiate an appropriate suit against any Third Party who at any time is, or is suspected of, misappropriating the Owning Party’s Know-How within the Sole Collaboration IP anywhere in the world. (ii) Subject to any contractual obligations to, or restrictions imposed by, Amunix on Biogen Idec under an Amunix Agreement, if any, in the event that the Owning Party does not, within six (6) months of written notice from the Non-Owning Party of a suspected infringement of the Owning Party’s Sole Collaboration Patent Rights in the Non-Owning Party’s Territory, commence and vigorously and continuously pursue thereafter an action to enjoin such infringement, the Non-Owning Party shall be entitled to commence the action in its name or otherwise take appropriate steps in its Territory to halt such alleged infringement after giving the Owning Party advance notice of its intent to file any such suit and the reasons therefor; provided, however, that the Non-Owning Party shall not take (nor permit any of its licensees or sublicensees to take) any action involving the enforcement of any of the Owning Party’s Patent Rights in any way that would be reasonably likely to directly and adversely affect their scope, validity or enforceability without the prior written consent of the Owning Party, which consent shall not be unreasonably withheld. For clarity, the mere fact that an enforcement action could lead to a counterattack on scope, validity or enforceability by the alleged infringer shall not be grounds for withholding such consent, unless the Owning Party has reasonable grounds for determining that there is a reasonable likelihood of an adverse outcome and communicates the basis for such determination to the Non-Owning Party. (iii) If a Party initiates suit pursuant to paragraphs (i) or (ii) above: (A) the enforcing Party shall provide the non-enforcing Party with an opportunity to make suggestions and comments regarding such suit, and shall consider in good faith the suggestions and comments of the non-enforcing Party;...
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Related to Sole Collaboration IP

  • Background Technology List here prior contracts to assign Inventions that are now in existence between any other person or entity and you.

  • Foreground IP This subparagraph d. shall not apply to unmodified commercial off‐the‐shelf goods. If Services or goods are developed, modified or redesigned pursuant to this Contract then the paragraphs below apply. i. All Foreground IP shall be the exclusive property of Buyer. ii. Seller hereby irrevocably assigns to Buyer all right, title and interest in the Foreground IP for no additional charge. Seller shall protect Foreground IP as Proprietary Information and Materials under this Contract and shall mark documents or portions of documents containing Foreground IP as “Boeing Proprietary” information or as otherwise directed by ▇▇▇▇▇ in writing. iii. Seller shall, within two (2) months after conception or first actual reduction to practice of any invention and prior to Contract completion, disclose in writing to Buyer all inventions assigned hereunder, whether or not patentable, in sufficient technical detail to clearly convey the invention to one skilled in the art to which the invention pertains. Seller shall promptly execute all written instruments, and assist as Buyer reasonably directs in order to file, acquire, prosecute, maintain, enforce and assign Buyer’s Foreground IP rights. If Seller does not or cannot execute instruments or assist ▇▇▇▇▇ as described above, Seller hereby irrevocably appoints ▇▇▇▇▇ and any of Buyer’s officers and agents as Seller’s attorney in fact to act on ▇▇▇▇▇▇’s behalf and instead of Seller, with the same legal force and effect as if executed by Seller, with respect to executing any such written instruments.

  • Patent Rights The State and the U. S. Department of Transportation shall have the royalty free, nonexclusive and irrevocable right to use and to authorize others to use any patents developed by the Engineer under this contract.

  • Joint Patent Rights If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights. As agreed upon by the Parties, meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and maintenance of such patents and how to pay for the filing, prosecution and maintenance of such patents. It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Program Technology or Joint Conjugation Probody Platform Improvements, and that CytomX will control filing, prosecution and maintenance of Joint Patent Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party will file any Joint Patent Right without the prior written consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenance.

  • INTELLECTUAL PROPERTY RIGHTS - INVENTION AND PATENT RIGHTS A. General 1. NASA has determined that 51 U.S.C. § 20135(b) does not apply to this Agreement. Therefore, title to inventions made (conceived or first actually reduced to practice) under this Agreement remain with the respective inventing party(ies). No invention or patent rights are exchanged or granted under this Agreement, except as provided herein.