Co-Development. None of the Assigned Patents were developed by, on behalf of, jointly with, or with the funding of, a third party.
Co-Development. The Parties shall, following the Effective Date, undertake the co-development of the Product as more fully set forth hereinbelow.
Co-Development. Any works, including without limitation, software or -------------- other copyrightable materials, as to which both Parties (or their employees, contractors or agents) are joint authors, and any patents as to which both Parties (or their employees, contractors, or agents) are co-inventors (collectively, the "Joint Work Product") shall be jointly owned by the Parties (with each Party having the right to use and exploit, or authorize the use or exploitation by others of such Joint Work Product, provided that such use or exploitation is not in breach of this Agreement), without an obligation to obtain the consent of, or to account to, the other Party and subject to N2P's and ICQ's respective proprietary rights in any underlying software, works, or technology to the extent incorporated or included in such Joint Work Product. Notwithstanding the foregoing, to the extent that with respect to any co-developed works created under this Agreement, the Parties shall not constitute co-authors or co-inventors, and N2P owns such works or inventions as a matter of law, any and all such works or inventions shall be deemed included in the license set forth in Section 10.1, and ICQ shall be deemed by this reference to have a fully paid-up, royalty-free, non-exclusive, non-transferable and worldwide license for the Term to use, reproduce, distribute (directly and indirectly), transmit, display, perform, sublicense and adapt such works as set forth in Section 10.1 of this Agreement. Each Party shall cooperate with the other Party in documenting and perfecting all rights with respect to the Joint Work Product, including executing any necessary assignments, applications or other documentation with respect to the Joint Work Product.
Co-Development. The Parties agree to co-develop an Therapeutic Collaboration Product according to the Therapeutic Collaboration Workplan. Such Workplan shall be agreed upon by the Parties prior to execution of the Therapeutic Collaboration Product Agreement. The Workplan will define specific roles and responsibilities of each Party in the development of the Therapeutic Collaboration Product. Upon execution of the Therapeutic Collaboration Product Agreement, the Parties shall establish a Joint Development Committee, which shall be comprised of an equal number of representatives from MERCK and ALNYLAM, to work collaboratively through final regulatory approval on issues relating to clinical development, including regulatory issues, of the Therapeutic Collaboration Product.
Co-Development. 4.1 MiniMed and Insulet agree to work in good faith and with a reasonable time frame to discuss and attempt to negotiate a co-development and distribution arrangement whereby Insulet would develop a version of a CGM augmented insulin pump using the Insulet OmniPod System and the MiniMed CGM.
Co-Development. (a) Generally. Within *** months prior to the initiation of a *** for any Product, BI shall provide MacroGenics with (i) an updated progress report (in accordance with Section 4.2(b)); (ii) BI’s then current Development Plan and budget for the Clinical Development Costs (the “Co-Development Budget”) with respect to such Product; (iii) then available documentation for IND update for such Product, and MacroGenics may reasonably request that BI provides additional information to such Product and BI shall provide MacroGenics with such information as reasonably available for such Product unless such information is proprietary and confidential information of BI related to BI Biopharmaceutical Technology; (iv) clinical study summaries from prior Clinical Trials conducted with such Product; and (v) copies of material correspondence with Regulatory Authorities with respect to such Product relevant for *** (collectively, the “Development Data Package”). MacroGenics shall have the option, exercisable with respect to *** Products, to co-fund up to *** of BI’s Clinical Development Costs which are incurred after the date of such written notice and *** for such Product. MacroGenics may exercise such option by providing BI written notice within *** days after receipt of the Development Data Package, and such Product shall be deemed to be a “Co-Development Product”. MacroGenics shall specify in such notice the percentage of BI’s Clinical Development Costs for the Co-Development Product that MacroGenics intends to co-fund (the “MacroGenics Shared Percentage”). In the event, MacroGenics does not provide a written notification to BI within such ***day period, such Product will automatically be excluded from such co-development option under this Section 4.4 and MacroGenics shall automatically be deemed to have waived its co-development option right with regard to such Product.
Co-Development. Background Technology means, with respect to a Party, all Intellectual Property Rights over which such Party has gained Control outside of the scope of the collaboration under the License Agreement (including the activities under this Agreement) during the Term, excluding any Background Technology.
Co-Development. Personnel means the individuals engaged by a Party performing Co-Development Activities, including any of the foregoing who are Project Managers, members of the Joint Steering Committee, Joint Project Team, regulatory personnel, quality assurance personnel, quality control personnel, research personnel, and development personnel.
Co-Development. Any intellectual property resulting from or constituting -------------- work product ("Work Product") from co-development efforts under this Agreement shall be owned by ICQ, subject to CP's and ICQ's respective proprietary rights in any underlying software or technology to the extent incorporated or included in such Work Product. ICQ and AOL hereby grant to CP a fully paid-up, royalty free, perpetual, irrevocable and worldwide license to CP to use, reproduce, distribute, transmit, sublicense, modify and create derivative works of such Work Product, and to make, use, offer for sale and sell products and services that incorporate such Work Product or modifications thereof, provided that CP shall not make, use, offer for sale or sell any products or services incorporating such Work Product until nine (9) months after the termination or expiration of this Agreement. For purposes of this Agreement, "co-development" shall consist of (a) work, even if performed solely by CP, that primarily involves integration, pursuant to non-ICQ-provided specifications, of features and functionality into the ICQ Service (or other real time messaging technologies) or their functions and resources (such as member directories); and (b) other work where employees of each party meet the statutory requirements under U.S. patent and/or copyright law (such as 35 U.S.C. Sec. 16 and 17 U.S.C. Secs. 101 and 201) to be deemed co-authors or co-inventors (including any work product consisting of or conforming to published API's or specifications of ICQ or AOL). CP hereby assigns to ICQ or AOL, as appropriate, any and all of CP's rights, title and interests in any co-developed work, and shall promptly deliver to ICQ or AOL all such co-developed work, including without limitation source code and all available Documentation, in form and manner specified by ICQ. CP shall cooperate with ICQ at ICQ's expense in documenting and perfecting all such rights, including executing any necessary assignments, applications or other documentation. Notwithstanding any of the foregoing, this Section 12.3 shall not construed to include, and CP retains sole ownership of all proprietary rights in and to, features, functionality, and all other aspects of the CP Service that prior to such development CP provides to other customers as part of the CP Service or otherwise develops apart from this Agreement. Further, this Section 12.3 shall not be construed to include any generic modules (which shall mean any software ...
Co-Development. MGI shall have the right to engage third parties to develop the Products jointly with MGI. The Parties acknowledge that any sublicensee that is developing the Products jointly with MGI shall be entitled to file separate applications to obtain Marketing Authorizations for the Products.
