Intellectual Property and Patent Rights. 11.1 Ownership Each Party shall solely own, and that Party alone shall have the right to apply for, patents within the Territory for any inventions made solely by it in the course of performing work under this Agreement. Joint Inventions shall be owned jointly by Parties. Certain confidential information contained in this document, marked by brackets and asterisks, has been omitted pursuant to Rule 406 of the Securities Act of 1933, as amended.
Intellectual Property and Patent Rights. 7.1 During the term of this Agreement, the entire right, title and interest in all Program Inventions shall be owned jointly by HR&T and Nanogen and may be used only as they mutually agree.
Intellectual Property and Patent Rights. 7.1 Subject to the licenses granted by the Partnership to Becton and Nanogen, individually and jointly, in Paragraph 6.1(c), the entire right, title and interest in all Program Inventions shall be owned solely by the Partnership. Becton hereby assigns its entire right, title and interest in all Becton Program Inventions and Joint Program Inventions to the Partnership, and Nanogen hereby assigns its entire right, title and interest in all Nanogen Program Inventions and Joint Program Inventions to the Partnership.
Intellectual Property and Patent Rights. 1) All rights, title and interest in and to the intellectual property and materials that are the subject of the Study or the Protocol, including, without limitation, all property rights in the investigational product and all data, technical information, inventions, discoveries, developments, improvements, enhancements, software, know-how, methods, techniques, formulae, processes and other proprietary ideas (whether or not patentable or registrable under patent, copyright or similar laws) and materials related to any product in the Study or Protocol, or otherwise derived, conceived, discovered, developed or reduced to practice as a direct or indirect result of the Institution’s performance of any services under or pursuant to this Agreement or during the course of or in connection with the Study whether generated or developed by the Institution or Sponsor or their respective agents, employees or contractors, either solely or jointly with others, including based on or making use of Confidential Information and/or in the area of or relating to the Study Drug and/or involving therapeutic indications/uses therefore, based upon observations made or data gathered in the performance of the Protocol (“Inventions”) will be the sole and exclusive property of Sponsor and are herewith assigned to Sponsor without any additional compensation.
Intellectual Property and Patent Rights. 32 9.1 Intellectual Property Ownership 32 9.2 Patent Prosecution 33 9.3 Patent Term Extensions 34 9.4 Defense and Settlement of Third Party Claims 35 9.5 Enforcement 35 9.6 Kite Discussions regarding Third Party Intellectual Property 37 ARTICLE 10. REPRESENTATIONS 37 10.1 Mutual Warranties 37 10.2 Additional Kite Warranties 38 10.3 Additional Amgen Warranties 39 10.4 Disclaimer 39 10.5 Mutual Covenants 39 ARTICLE 11. INDEMNIFICATION 41 11.1 Indemnity 41 11.2 LIMITATION OF DAMAGES 42 11.3 Insurance 42 ARTICLE 12. CONFIDENTIALITY 42 12.1 Confidential Information 42 12.2 Terms of this Agreement; Publicity 44 12.3 Publications 44 12.4 Relationship to the Confidentiality Agreement 45 12.5 Attorney-Client Privilege 45 ARTICLE 13. TERM & TERMINATION 45 13.1 Term 45 13.2 Termination by Amgen 46 13.3 Termination by Kite 46 13.4 Termination Upon Bankruptcy 47 13.5 Effects of Termination 47 13.6 Survival 50 ARTICLE 14. CHANGE OF CONTROL 51 14.1 Change of Control 51 ARTICLE 15. MISCELLANEOUS 51 15.1 Entire Agreement; Amendment 51 15.2 Section 365(n) of the Bankruptcy Code 51 15.3 Independent Contractors 51 15.4 Governing Law; Jurisdiction 52 15.5 Notice 52 15.6 Compliance with Law; Severability 52 15.7 Non-Use of Names 53 15.8 Successors and Assigns 53 15.9 Sale Transaction or Amgen Acquisition 53 15.10 Sale Transaction or Kite Acquisition 53 15.11 Waivers 54 Amgen Contract No. 2014635177 ii 15.12 No Third Party Beneficiaries 54 15.13 Headings; Exhibits 54 15.14 Interpretation 54 15.15 Counterparts 55 15.16 HSR 55 Exhibit List Exhibit A Amgen Patents Exhibit B Kite IP Exhibit C Preclinical Development Plan Exhibit D Amgen Licensed Know-How Exhibit E Supply Agreement Exhibit F Press Release Amgen Contract No. 2014635177 iii RESEARCH COLLABORATION AND LICENSE AGREEMENT This RESEARCH COLLABORATION AND LICENSE AGREEMENT (this “Agreement”) is entered into as of December 31, 2014 (the “Signing Date”) by and between AMGEN INC., a Delaware corporation having an address at Xxx Xxxxx Xxxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 (“Amgen”), and KITE PHARMA, INC., a Delaware corporation having an address at 0000 Xxxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxxxxxxxxx 00000 (“Kite”). Kite and Amgen are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Intellectual Property and Patent Rights. 9.1 As between the Parties, iCo shall have the sole right and responsibility at its sole discretion and cost, to file, prosecute and maintain the iCo Background Patents (including to determine whether or not file or continue to prosecute or maintain any such Patents) and for the conduct of any lawsuits, claims or proceedings, including any interference or opposition proceeding, relating to such iCo Background Patents in all countries. All applicable costs and expenses incurred by iCo after the Effective Date for the iCo Background Patent prosecution efforts, shall be borne equally by iCo and IMPH, with IMPH reimbursing iCo for such costs and expenses based on invoices from iCo (such invoices to be paid within 30 days of receipt), except as otherwise provided in Section 9.4 below. Portions of this Exhibit, indicated by the mxxx “[***]”, were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Exchange Act of 1934, as amended. Portions marked by * were summarized]
Intellectual Property and Patent Rights. (a) Xx. Xxxxx’x acknowledges and agrees that the Prana Background IP will at all times remain the exclusive property of Prana or its relevant Affiliate.
Intellectual Property and Patent Rights. 3.10.1 For every Work Order Package, the Design-Builder shall secure in writing from all patentees, copyright holders, and assignees of all Work Order Package project-related documents, all copyrights, assignments, and licenses related to such expression (e.g., designs, drawings, Contract Documents, specifications, documents in computer form, etc.) as necessary to allow the City the full, unlimited, and unencumbered use of that expression for the execution, operation, maintenance, modernization or expansion of the Work Order Package project. The Design-Builder shall immediately convey all such copyrights, assignments, and licenses to the City without reservation except that which is expressly allowed in this Article. In the case of products, materials, systems, etc., protected by patent, the Design-Builder and its consultants shall not specify or cause to be specified any infringing use of a patent.
Intellectual Property and Patent Rights. 3.10.1 The Design-Builder shall secure in writing from all patentees, copyright holders, and assignees of all Project-related documents, all copyrights, assignments, and licenses related to such expression (e.g., designs, drawings, Contract Documents, specifications, documents in computer form, etc.) as necessary to allow the City the full, unlimited, and unencumbered use of that expression for the execution, operation, maintenance, modernization or expansion of the Project. The Design-Builder shall immediately convey all such copyrights, assignments, and licenses to the City without reservation except that which is expressly allowed in this Article. In the case of products, materials, systems, etc., protected by patent, the Design-Builder and its consultants shall not specify or cause to be specified any infringing use of a patent.
Intellectual Property and Patent Rights. 9.1 As between the Parties, iCo shall have the sole right and responsibility at its sole discretion and cost, to file, prosecute and maintain the iCo Background Patents (including to determine whether or not file or continue to prosecute or maintain any such Patents) and for the conduct of any lawsuits, claims or proceedings, including any interference or opposition proceeding, relating to such iCo Background Patents in all countries. All applicable costs and expenses incurred by iCo after the Effective Date for the iCo Background Patent prosecution efforts, shall be borne [***] by iCo and IMPH, with IMPH reimbursing iCo for such costs and expenses based on invoices from iCo (such invoices to be paid within 30 days of receipt), except as otherwise provided in Section 9.4 below.
