Common use of Joint Technology Clause in Contracts

Joint Technology. Each Party will and hereby does assign to the other Party a joint interest in and to all Joint Technology, and the other Party hereby accepts such assignment. Each Party will take (and cause its Affiliates and Sublicensees, and their respective employees, agents and contractors to take) such further actions reasonably requested by the other Party to evidence such assignment and to assist the Parties in obtaining jointly-owned Patent and other Intellectual Property rights protection for Inventions within the Joint Technology, including executing further assignments, consents, releases and other commercially reasonable documentation and providing good faith testimony by affidavit, declaration, in-person or other proper means in support of any effort by the Parties to establish, perfect, defend or enforce their rights in any Joint Technology through prosecution of governmental filings, regulatory proceedings, litigation and other means, including through the filing, prosecution, maintenance and enforcement of the Joint Technology. Each Party will cause its Affiliates, Sublicensees and Third Party contractors (including all Subcontractors) to assign all Joint Technology to such Party so that each Party can comply with its obligations under this Section 9.2.4 (Joint Technology). Without limitation, each Party will cooperate with the other Party if the Parties agree to apply for U.S. or foreign patent protection for such Joint Technology and will obtain the cooperation of the individual inventors of any such Joint Technology. If CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. either Party is unable to assign a joint interest in any Joint Technology, then such Party hereby grants and agrees to grant to the other Party a royalty-free, fully paid-up non-exclusive (subject to the terms of this Agreement, including the licenses granted pursuant to ARTICLE 7 (License Grants)), perpetual, irrevocable license (with the right to grant sublicenses through multiple tiers) under such Joint Technology for any and all purposes.