Development IP Sample Clauses

Development IP. Any Patents having claims conceived during the course of work undertaken by ADCT in exercise of its rights under this Agreement (the “ADCT Development Work”) including, without limitation the patents and applications on Exhibit 3.1.2 (together the “Development Patents”) shall be owned as follows: (a) Any Development Patents to the extent claiming a PBD or any PBD attached to an antibody other than a Licensed Antibody; and/or methods of making or using any of the foregoing shall be solely owned by MedImmune, regardless of inventorship. ADCT agrees to assign, and does hereby assign, the entire right, title and interest in and to any Development Patents under this Subsection to MedImmune; and to execute or cause to be executed all necessary documents in relation thereto. (b) Any Development Patents to the extent claiming a Licensed Antibody against an Approved Target shall be solely owned by ADCT, regardless of inventorship. MedImmune agrees to assign, and does hereby assign, the entire right, title, and interest in and to any Development Patents under this Subsection to ADCT; and to execute or cause to be executed all necessary documents in relation thereto. For the avoidance of doubt, ADCT shall have no right to any claim in any Development Patent to a PBD or any methods of making or using the same that is/are conceived and/or reduced to practice during the course of ADCT Development Work except as provided in Subsection (c) below. (c) Any Development Patent to the extent claiming an ADC Drug Reagent, and/or methods of making or using the ADC Drug Reagent shall be jointly owned by the Parties; however (i) MedImmune shall have no right to exploit such Patent during the Term, (ii) ADCT shall have the exclusive right to exploit such Patent during the Term, and (iii) MedImmune hereby consents to ADCT’s exploitation during the Term without any duty of accounting except as provided in this Agreement. Subsequent to the Term, the Parties shall provide consent to each other to allow exploitation of any Patent under this Subsection without any duty of accounting. Each Party agrees to assign, and does hereby assign, a joint interest to the other Party to any Development Patents under this Subsection to the extent necessary to effect the purposes hereof; and to execute or cause to be executed all necessary documents in relation thereto. (d) The Parties agree that no single Development Patent shall contain any two or more of the following: (i) claims directed to a PBD, ...

Development IP. (i) POLYPEPTIDE represents and warrants to CUSTOMER that, as of the Effective Date, it has not filed patent applications which claim Development Know-How. In the event that POLYPEPTIDE elects to file patent applications claiming Development Know-How after the Effective Date, and subject to POLYPEPTIDE’s obligation to secure prior consent from CUSTOMER as set forth in Section 10.5(ii), POLYPEPTIDE shall provide CUSTOMER with a copy of the proposed applications prior to filing and shall afford CUSTOMER a commercially reasonable period of time to comment on any such applications. POLYPEPTIDE agrees that CUSTOMER’s comments will not be unreasonably rejected. POLYPEPTIDE agrees to promptly inform CUSTOMER of any additional correspondence, office actions or filings associated with patent applications which claim Development Know-How and shall provide CUSTOMER with a commercially reasonable period of time to comment on such [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. additional filings. POLYPEPTIDE agrees that it shall not unreasonably reject CUSTOMER’s comments. (ii) POLYPEPTIDE represents and warrants that it has not filed patent applications containing claims or subject matter covering Development IP. POLYPEPTIDE agrees that it shall not file or prosecute patent applications containing claims or subject matter covering Development IP without the prior written consent of CUSTOMER. POLYPEPTIDE hereby grants to FOREST and IRONWOOD a co-exclusive, worldwide, irrevocable, perpetual, royalty-free fully paid license under the Development IP to develop, manufacture, have manufactured, formulate, use, sell, have sold, offer for sale, import and have imported PRODUCT and Final Drug Product, or any salts, derivatives, prodrugs or compositions of the PRODUCT. Such license shall include the right to sublicense to third parties [**]. The co-exclusive license granted in this Section 10.5(ii) shall not limit POLYPEPTIDE’s right to assign its obligations under this Agreement to Affiliates in accordance with Section 15.2.

Development IP. All Intellectual Property developed by Pfizer in performance of its obligations under this Agreement including (a) improvements to ▇▇▇▇▇▇▇’▇ Manufacturing Processes; and/or (b) improvements to the API or Product or the processing of the API used in the manufacturing of the Product shall be owned by ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇ Development IP”). Pfizer shall assign, and does hereby assign, to ▇▇▇▇▇▇▇ all right title and interest in and to such ▇▇▇▇▇▇▇ Development IP. Pfizer will promptly notify ▇▇▇▇▇▇▇ of any such ▇▇▇▇▇▇▇ Development IP, and will provide as much information about such ▇▇▇▇▇▇▇ Development IP as may be reasonably requested by ▇▇▇▇▇▇▇. For the sake of clarity, improvements to Pfizer Background IP by Pfizer in performance of the development activities and any other developments or discoveries that Pfizer may make in the performance of its obligations hereunder that relate to general technology for fill-finish operations of injectable drugs, for example, aseptic filling, terminal sterilization, lyophilization and the like and that do not use any ▇▇▇▇▇▇▇ Background IP or ▇▇▇▇▇▇▇ Development IP or ▇▇▇▇▇▇▇ Confidential Information shall be owned by Pfizer (“Pfizer Development IP”). In the event that Pfizer incorporates any Pfizer Background IP, Pfizer Development IP or Pfizer Confidential Information into the processing, filling, and/or finishing of the Product in the performance of its obligations hereunder, Pfizer will grant, and does hereby grant to ▇▇▇▇▇▇▇ a non-exclusive, perpetual, worldwide, fully paid-up, transferrable (with rights to sub-license) and royalty-free license solely to develop, have developed, make, have made, use, import, export, commercialize, register, modify, enhance, improve, offer for sale and sell the Product.

Development IP. All Intellectual Property developed by Pfizer in performance of its obligations under this Agreement including (a) improvements to ▇▇▇▇▇▇▇’▇ Manufacturing Processes; and/or (b) improvements to the API or Product or the processing of the API used in the manufacturing of the Product shall be owned by ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇ Development IP”). Pfizer shall assign, and does hereby assign, to ▇▇▇▇▇▇▇ all right title and interest in and to such ▇▇▇▇▇▇▇ Development IP. Pfizer will promptly notify ▇▇▇▇▇▇▇ of any such ▇▇▇▇▇▇▇ Development IP, and will provide as much information about such ▇▇▇▇▇▇▇ Development IP as may be reasonably requested by ▇▇▇▇▇▇▇. For the sake of clarity, improvements to Pfizer Background IP by Pfizer in performance of the development activities and any other developments or discoveries that Pfizer may make in the performance of its obligations hereunder that relate to general technology for fill-finish operations of injectable drugs, for example, aseptic filling, terminal sterilization, lyophilization and the like and that do not use any ▇▇▇▇▇▇▇ Background IP or ▇▇▇▇▇▇▇ Development IP or ▇▇▇▇▇▇▇ Confidential Information shall be owned by Pfizer (“Pfizer Development IP”). In the event that Pfizer incorporates any Pfizer Background IP, Pfizer Development IP or Pfizer Confidential Information into the processing, filling, and/or finishing of the Product in the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. performance of its obligations hereunder, Pfizer will grant, and does hereby grant to ▇▇▇▇▇▇▇ a non-exclusive, perpetual, worldwide, fully paid-up, transferrable (with rights to sub-license) and royalty-free license solely to develop, have developed, make, have made, use, import, export, commercialize, register, modify, enhance, improve, offer for sale and sell the Product.

Development IP. All rights to any Intellectual Property conceived, authored or first developed jointly or independently by NUVO and/or Horizon Pharma, in the performance of this Agreement (“Development IP”) shall be owned solely by NUVO. Horizon Pharma hereby assigns, and agrees to assign all rights, title and interest in the Development IP to NUVO as necessary to effectuate the foregoing provisions. Horizon Pharma shall cooperate with NUVO in executing such documents in a timely manner as is necessary to effect assignment of such Development IP as set forth above. Horizon Pharma shall promptly disclose to NUVO in writing any inventions that are conceived, and any technical information (including, but not limited to, documented technical information and data, such as engineering, manufacturing, processing, testing and assembly information, drawings, performance specifications, material specifications, product samples, procurement specifications, sampling and testing data, and the like, which Horizon Pharma has the right to disclose) that is developed or acquired, in the course of its activities under this Agreement.

Development IP the intellectual property that results from the Development services;

Development IP. The Parties shall collaborate with respect to the prosecution and maintenance of any Patents within the Development IP. The prosecuting Party shall inform the non-prosecuting Party as to the material correspondence received from the applicable patent office in the course of prosecution and maintenance of any Patents within the Development IP reasonably prior to any deadline or action with any patent office, shall furnish to the non-prosecuting Party copies of the draft responses reasonably in advance of such deadline, and shall reasonably take into account the non-prosecuting Party’s comments. The prosecuting Party shall keep the non-prosecuting Party reasonably informed of progress with regard to the prosecution and maintenance of any Patents within the Development IP and shall provide to the non-prosecuting Party copies of all material patent office submissions within a reasonable amount of time following submission thereof by the prosecuting Party. In the event that the prosecuting Party desires to abandon or cease the prosecution or maintenance of any Patents within the Development IP in any country in the Territory, or decides not to file any Patents within the Development IP in any country in the Territory, the prosecuting Party shall provide reasonable prior written notice to the non-prosecuting Party of such intention to abandon or not to file (which notice shall, to the extent possible, be given no later than [***] prior to the next deadline for any action that must be taken with respect to any such Patent within the Development IP in the relevant patent office). In such case, upon written notice to the prosecuting Party from the non-prosecuting Party, the non-prosecuting Party may elect to file or continue the prosecution and maintenance of any such Patent in the applicable country, at its sole cost and expense and by counsel of its own choice.

Development IP