Agreement Technology Clause Samples

Agreement Technology. Each Party will promptly disclose to the other Party in writing, and will cause its Affiliates to so disclose, the discovery, development, or creation of any invention made solely or jointly by the Parties in connection with the performance of obligations under this Agreement. Except as otherwise expressly permitted under this Agreement, neither Party or their Affiliates or respective Sublicensees shall license or exploit the Jointly-Owned Collaboration Technology outside the scope of this Agreement without the consent of the other Party, such consent not to be unreasonably withheld.

Agreement Technology. (a) As between the Parties, CRISPR will be the sole owner of any Know-How discovered, developed, invented or created solely by CRISPR or its Affiliates or Third Parties acting on their behalf in connection with activities under this Agreement (“CRISPR Program Know-How”) and any Patents that cover or claim such Know-How (“CRISPR Program Patents” and together with the CRISPR Program Know-How, the “CRISPR Program Technology”), and will retain all of its rights, title and interest thereto, subject to any assignment, rights or licenses expressly granted by CRISPR to Vertex under this Agreement. (b) As between the Parties, Vertex will be the sole owner of any Know-How discovered, developed, invented or created solely by Vertex or its Affiliates or Third Parties acting on their behalf in connection with activities under this Agreement (“Vertex Program Know-How”) and any Patents that cover or claim Vertex Program Know-How (“Vertex Program Patents” and together with the Vertex Program Know-How, the “Vertex Program Technology”), and will retain all of its rights, title and interest thereto, subject to any rights or licenses expressly granted by Vertex to CRISPR under this Agreement. (i) [***]: Any Know-How discovered, developed, invented or created jointly under this Agreement by both (a) Vertex, its Affiliates or Third Parties acting on Vertex’s behalf and (b) CRISPR, its Affiliates or Third Parties acting on CRISPR’s behalf, while conducting activities under this Agreement, to the extent [***] (“[***] Joint Program Know-How”), and any Patents that [***] (“[***] Joint Program Patents,” and together with the [***] Joint Program Know-How, the “[***] Joint Program Technology”), will be owned [***], including all rights, title and interest thereto, subject to any assignment, rights or licenses expressly granted by one Party to the other Party under this Agreement. Except as expressly provided in this Agreement, [***] with respect to, or to [***] Joint Program [***], and each Party hereby [***]. (ii) [***]: All [***] Joint Program Know-How, [***] Joint Program Patents, and [***] Joint Program Technology, in each case to the extent pertaining to [***], will be [***]. Within [***], [***] will, and hereby [***], [***] or [***] designated Affiliates, [***] Joint Program Patents. [***] will take all actions and provide [***] with all [***] and will [***]. (d) Any Know-How discovered, developed, invented or created jointly under this Agreement by both (a) Vertex, its Affiliat...

Agreement Technology. (a) For purposes of determining ownership under this Section 8.1, where inventorship is relevant to such determination, inventorship will be determined in accordance with United States patent laws (regardless of where the applicable activities occurred). (b) As between the Parties, Company will be the sole owner of any Agreement Know-How that [***] (the “ETB Agreement Know-How”) and all Patents that [***] any of the foregoing Know-How (the “ETB Agreement Patents”, and, collectively with the ETB Agreement Know-How, the “ETB Agreement Technology”), and will own and retain all rights, title and interests in and to the ETB Agreement Technology, subject to any rights or licenses expressly granted by Company to Vertex under this Agreement. For clarity, ETB Agreement Technology shall exclude any Product Agreement Technology. (c) As between the Parties, Vertex will be the sole owner of any Agreement Know-How that [***] (i) [***], (ii) [***] or (iii) [***] ([***], such Know-How described in (i) through (iii), the “Product Agreement Know-How”) and all Patents that Cover the Product Agreement Know-How (the “Product Agreement Patents,” and, together with the Product Agreement Know-How, the “Product Agreement Technology”), and Vertex will own and retain all rights, title, and interests in and to the Product Agreement Technology, subject to any rights or licenses expressly granted by Vertex to Company under this Agreement. The Parties shall coordinate in good faith through the IP Committee to segregate claims Covering ETB Agreement Know-How and claims Covering Product Agreement Know-How into separate Patents (which may be related, e.g., as continuations or divisionals of one another). The Parties shall also coordinate in good faith through the IP Committee to segregate claims Covering an Antibody directed against a Collaboration Target and claims Covering [***] into separate Patents (which may be related, e.g., as continuations or divisionals of one another). The coordination referred to in the previous two sentences shall include, without limitation, collaboration in the form of sharing pre-filing disclosure and planned filing dates, at least [***] in advance of filing, to ensure [***]; in addition, each Party shall promptly notify the other Party of the date the applicable patent filing was made. (d) Except as expressly set forth in Sections 8.1.2(b) and (c), as between the Parties, each Party will be the sole owner of any Agreement Know-How discovered, developed, inv...

Agreement Technology. Intec Pharma shall promptly notify the Patent Coordinators in writing of any Agreement “[***]” Know-How arising out of Intec Pharma’s performance of activities pursuant to this Agreement. Biogen shall have sole and exclusive ownership of, and Intec Pharma shall and hereby does assign to Biogen, all right, title and interest on a worldwide basis in and to any and all Agreement “[***]” Technology. Intec Pharma will provide all cooperation which Biogen reasonably determines is necessary to effectuate the intent of this Section 6.4, including executing and delivering further assignments, consents, releases and other commercially reasonable documentation, and providing good faith testimony by affidavit, declaration, deposition, in-person or other proper means and otherwise assisting Biogen in support of any effort by Biogen to establish, perfect, defend or enforce its rights in such Agreement “[***]” Technology through filing and prosecution of Agreement “[***]” Patent Rights, applications to extend patent term, interferences, oppositions, reexaminations, Inter Partes reviews, post grant reviews, regulatory proceedings, litigation or other means. Intec Pharma will obtain the cooperation of the individual inventors of any inventions disclosed in any Agreement “[***]” Patent Rights, including (a) obtaining signatures of such inventors on any patent applications or other documentation reasonably necessary to obtain patent protection for such inventions and (b) procuring (at Biogen’s expense) such inventors’ good faith testimony by affidavit, declaration, deposition in-person or other proper means in support of Biogen’s efforts in establishing, perfecting, defending or enforcing patent rights to such inventions. To the extent Intec Pharma does not execute any assignment of the Agreement “[***]” Technology reasonably requested by Biogen within thirty (30) business days of the delivery of such assignment to Intec Pharma, then Intec Pharma hereby irrevocably appoints Biogen as its attorney-in-fact with the right, authority and ability to execute and enter into such assignment on behalf of Intec Pharma. Intec Pharma stipulates and agrees that such appointment is a right coupled with an interest and will survive the unavailability of Intec Pharma at any future time. NOTE: PORTIONS OF THIS EXHIBIT ARE THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST BY THE REGISTRANT TO THE SECURITIES AND EXCHANGE COMMISSION (“COMMISSION”). SUCH PORTIONS HAVE BEEN REDACTED AND FILED SEPAR...

Agreement Technology. Know-How discovered, developed, invented or created in the performance of activities under this Agreement, and any Patent claiming any such Know-How, will be owned by the Party that invented such Know-How, including inventions made by such Party’s licensees or Third Party’s acting on behalf of such Party, and such inventorship will be determined in accordance with United States patent laws (regardless of where the applicable activities occurred).

Agreement Technology. (a) As between the Parties, CRISPR will be the sole owner of any Know-How discovered, developed, invented or created solely by CRISPR or its Affiliates or Third Parties acting on their behalf in connection with activities under this Agreement (“CRISPR Program Know-How”) and any Patents that cover or claim such Know-How (“CRISPR Program Patents” and together with the CRISPR Program Know-How, the “CRISPR Program Technology”), and will retain all of its rights, title and interest thereto, subject to any assignment, rights or licenses expressly granted by CRISPR to Vertex under this Agreement. (b) As between the Parties, Vertex will be the sole owner of any Know-How discovered, developed, invented or created solely by Vertex or its Affiliates or Third Parties acting on their behalf in connection with activities under this Agreement (“Vertex Program Know-How”) and any Patents that cover or claim Vertex Program Know-How (“Vertex Program Patents” and together with the Vertex Program Know-How, the “Vertex Program Technology”), and will retain all of its rights, title and interest thereto, subject to any rights or licenses expressly granted by Vertex to CRISPR under this Agreement.