Joint Development IP Clause Samples

Joint Development IP. Any Joint Development IP shall be owned jointly by the Parties. (i) Subject to the licenses granted under this Agreement (including pursuant to Section 2.1), each Party shall have the right to practice and exploit any Joint Development IP without the duty of accounting to any other Party or seeking consent (for licensing, assigning, or otherwise exploiting Joint Development IP) from any other Party by reason of the joint ownership thereof; and each Party hereby waives any right it may have under the laws of any jurisdiction to require any such approval or accounting, and, to the extent there are any applicable laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving Joint Development IP. (ii) [**] shall be responsible at its sole cost for prosecution and maintenance of any patent application filed with respect to Joint Development IP and any patents issuing therefrom (collectively, a “Joint Patent”), with reasonable commercial care taking into account the value of such Joint Patent to [**] shall keep [**] reasonably informed of [**] prosecution and maintenance activities and shall provide [**] a reasonable opportunity to review and comment on such filing and prosecution efforts regarding the Joint Patents. [**] shall provide [**] with a copy of all material communications from any patent authority regarding such Joint Patents and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses for [**] to review and comment thereon. [**] shall consider in good faith [**] comments on such filing before submitting such filing to the relevant patent authority. [**] shall consult with [**]before taking any action that would have a material adverse impact on the scope of claims within the applicable Joint Patents, including any action that would abandon subject matter or narrow the scope of claims. If [**] determines in its sole discretion to not prosecute, to abandon, or otherwise to not maintain any Joint Patent, then [**] shall provide [**] written notice of such determination at least [**] days before any deadline for taking action to avoid abandonment and shall provide [**] with the opportunity to prosecute and maintain such Joint Patent, in which event (i) such Joint Patent shall not be deemed Joint Development IP under this Agreement...