Joint Program IP Sample Clauses
The Joint Program IP clause defines how intellectual property (IP) created or developed jointly by the parties during the course of a collaborative program will be owned, managed, and used. Typically, this clause outlines whether such jointly developed IP will be co-owned, how decisions regarding its use or commercialization are made, and how costs and revenues are shared. For example, it may specify that both parties have equal rights to use the IP or that one party will handle patent filings on behalf of both. The core function of this clause is to prevent disputes by clearly allocating rights and responsibilities regarding jointly created IP, ensuring both parties understand their entitlements and obligations.
Joint Program IP. (A) Subject to Clause 12.4, the Prosecuting Party (as defined below) shall select outside patent counsel (“Outside Patent Counsel”) at its sole discretion to file, prosecute and maintain any Patent within the Joint Program IP in the joint names of the Parties (“Joint Program IP Patent”). [***] shall have the first right, at its sole expense and in its sole discretion, to engage Outside Patent Counsel to file, prosecute and maintain all Joint Program IP Patents, and [***] shall have the backup right to file, prosecute, and maintain such Joint Program IP Patents in the Territory in accordance with Clause 12.3(C). The Party that exercises its right to file, prosecute and maintain a particular Joint Program IP Patent in accordance with this Clause 12.3 shall be referred to as the “Prosecuting Party”.
(B) With respect to Joint Program IP Patents, the Prosecuting Party will (or will cause Outside Patent Counsel to) promptly provide the other Party with drafts of all proposed filings and correspondence (including without limitation the initial application as well as any material correspondence with any Intellectual Property Office related to any filings) in a manner that allows the other Party a reasonable opportunity for review and comment (and in any event no less than [***] ([***]) days, if and when possible, before such filings are due). The Prosecuting Party will (or will cause Outside Patent Counsel to) consider all of the other Party’s reasonable suggestions, recommendations and instructions concerning the preparation, filing, prosecution, defence and maintenance of any such Joint Program IP Patents (including without limitation any suggestion or recommendation [***]), provided that such reasonable suggestions, recommendations and instructions are provided to the Prosecuting Party (or Outside Patent Counsel) within [***] ([***]) days of the other Party receiving any such proposed filings and correspondence.
(C) If [***] as the Prosecuting Party elects: (1) not to file, prosecute or maintain a Joint Program IP Patent (whether in one or more jurisdictions); or (2) to allow any such Patent to lapse or become abandoned or unenforceable, in each case, in accordance with Clause 12.3(A), then [***] shall notify [***] in writing at least [***] ([***]) days prior to the lapse or abandonment of any such Patent. Thereafter, [***] may, but is not required to, undertake, at its sole expense and in its sole discretion, and using Outside Patent Counsel, the prosecution a...
Joint Program IP. The Parties shall each own an equal, undivided interest in any and all Know-How that is created, conceived, discovered, first generated, invented, first made or first reduced to practice, in each case, jointly by or on behalf of Prothena or its Affiliates, on the one hand, and Celgene or its Affiliates, on the other hand, pursuant to the conduct of activities under this Agreement at any time during the Term, (the “Joint Program Know-How”), and (b) any Patents that claim any Joint Program Know-How (the “Joint Program Patents”, together with Joint Program Know-How the “Joint Program IP”). Each Party shall assign, and hereby assigns, to the other Party, a joint equal and undivided interest in and to such Joint Program IP (provided, however, that for clarity, the foregoing joint ownership rights with respect to Joint Program IP shall not be construed as granting, conveying or creating any license or other rights to any of the other Party’s other intellectual property, unless otherwise expressly set forth in this Agreement), and at the request of a Party, the other Party will execute such documents (including any necessary assignments) to effect such joint ownership of such Joint Program IP. Each Party shall have the right to disclose (except as otherwise set forth in Section 8.2) and exploit the Joint Program IP without a duty of seeking consent or accounting to the other Party, except as expressly provided in the U.S. License Agreement or the Global License Agreement; provided that, such rights shall be subject to the rights and licenses (including the Options) granted to Celgene and Prothena hereunder (and under any U.S. License Agreement or Global License Agreement), including the obligations of Prothena as set forth in Article 5.
Joint Program IP. As between the Parties, all right, title, and interest in and to any and all Existing Program IP that is conceived, reduced to practice, discovered, developed or otherwise made jointly by or on behalf of Horizon or its Affiliates on the one hand, and Alpine or its Affiliates on the other hand (“Joint Program IP”), including all Patents claiming such Joint Program IP (“Joint Program Patents”), shall be owned jointly by the Parties, with each Party owning an equal, undivided interest in and to such Joint Program IP. Subject to the license grants set forth in Sections 2.1 and 2.2 and to Alpine’s obligations under Section 2.8, each Party shall have the right to exploit the Joint Program IP without a duty of seeking consent from or accounting to the other Party.
Joint Program IP. As between the Parties, each Party shall own an equal, undivided joint ownership interest in and to any and all Information, Improvements and other inventions that are conceived, discovered, developed or otherwise made jointly by or on behalf of Lilly, its Affiliates or Sublicensees on the one hand and ACI, its Affiliates or Sublicensees on the other hand, in connection with the performance of this Agreement, whether or not patented or patentable, and any and all Patents and other intellectual property rights with respect to any of the foregoing, but in each case, excluding all Tau Patents (the “Joint Program IP”). Each Party shall, and shall cause its Affiliates and its Sublicensees to, promptly disclose in writing to the other Party any and all Joint Program IP. Each Party hereby assigns, and shall cause its Affiliates and Sublicensees to so assign, to the other Party an equal and undivided joint ownership interest in and to all Joint Program IP, to be held in accordance with this Section 8.1.
Joint Program IP. As between the Parties, each Party shall own an equal, undivided joint ownership interest in and to any and all Information, Improvements and other inventions that are conceived, discovered, developed or otherwise made jointly by or on behalf of Lilly, its Affiliates or Sublicensees on the one hand and ACI, its Affiliates or Sublicensees on the other hand, in connection with the performance of this Agreement, whether or not patented or patentable, and any and all Patents and other intellectual property rights with respect to any of the foregoing, but in each case, excluding all Tau Patents (the “Joint Program IP”). Each Party shall, and shall cause its Affiliates and its Sublicensees to, promptly disclose in writing to the other Party any and all Joint Program IP. Each Party hereby assigns, and shall cause its Affiliates and Sublicensees to so assign, to the other Party an equal and undivided joint ownership interest in and to all Joint Program IP, to be held in accordance with this Section 8.1.4. Subject the terms and conditions of this Agreement, including the payment obligations of ▇▇▇▇▇ under Article 7, the licenses and rights of reference granted under Sections 2.1 and 2.2 and, in the case of each Party, such Party’s exclusivity obligations hereunder, each Party shall have the right to Exploit the Joint Program IP without a duty of seeking consent or accounting to the other Party.