Program Technology. Subject to the licenses and other rights granted by each Party to the other Party in this Agreement, and without limitation to Section 8.1.3(a), (i) Ambit shall own all right, title and interest in and to any Ambit Program Technology, (ii) Astellas shall own all right, title and interest in and to any Astellas Program Technology, and (iii) each Party shall own an equal, undivided interest in and to all Joint Program Technology. Except for such rights in Joint Program Technology as are exclusively licensed to Astellas pursuant to Section 3.1 under this Agreement, each Party shall have the right to use, commercialize and otherwise make, have made, import, sell or offer for sale or otherwise exploit (including by researching, developing or registering, or by granting licenses to) the Joint Program Technology for all purposes (other than as exclusively licensed to the other Party under the licenses granted in this Agreement), without any consent of or accounting to the other Party.
Program Technology. As between the Parties, Novartis is the sole owner of any Know-How discovered, invented or created solely by or on behalf of Novartis or its Affiliates under or in connection with this Agreement (“Novartis Program Know-How”) and any Patent Rights that claim or cover Novartis Program Know-How (“Novartis Program Patents” and together with the Novartis Program Know-How, the “Novartis Program Technology”), and will retain all of its rights, title and interest thereto, subject to any rights or licenses expressly granted by Novartis to Akcea under this Agreement. As between the Parties, Akcea is the sole owner of any Know-How discovered, invented or created solely by or on behalf of Akcea or its Affiliates under or in connection with this Agreement (“Akcea Program Know-How”) and any Patent Rights that claim or cover such Know-How (“Akcea Program Patents” and together with the Akcea Program Know-How, the “Akcea Program Technology”), and will retain all of its rights, title and interest thereto, subject to any rights or licenses expressly granted by Akcea to Novartis under this Agreement. Any Know-How discovered, invented or created jointly under or * ***Confidential Treatment Requested in connection with this Agreement by or on behalf of both Parties or their respective Affiliates or Third Parties acting on their behalf (“Jointly-Owned Program Know-How”), and any Patent Rights that claim or cover such Jointly-Owned Program Know-How (“Jointly-Owned Program Patents”, and together with the Jointly-Owned Program Know-How, the “Jointly-Owned Program Technology”), are owned jointly by Novartis and Akcea on an equal and undivided basis, including all rights, title and interest thereto, subject to any rights or licenses expressly granted by one Party to the other Party under this Agreement.
Program Technology. “Program Technology” shall mean all Intellectual Property first conceived, first designed, first created, first developed, first reduced to practice or otherwise acquired by a Party during the course of work on the Program or under this Agreement or any Development Plan, including rights arising in the course of prosecution and maintenance of such Intellectual Property, provided that Program Technology does not include any Background Technology.
Program Technology. Subject to the rights expressly granted to Shell under the terms and conditions of this Amended and Restated Research Agreement and the Amended and Restated License Agreement, Codexis owns or otherwise controls and shall own or otherwise control all right, title and interest in, to and under any and all Program Technology.
Program Technology. Subject to 4.3, title to all inventions and other intellectual property made by employees or agents of Bayer and Symyx in the course of and in connection with the Research Program shall be deemed owned jointly by Symyx and Bayer, excluding Combinatorial Chemistry Technology. It is understood that, except as otherwise expressly provided in this Agreement, both Bayer and Symyx may use, sublicense, commercialize, or otherwise exploit all such jointly-owned technology without the consent of, or obligation to account to, the other party.
Program Technology. All Product-specific Program Technology shall be the exclusive property of Indivior, and Curia hereby assigns any rights it may have in Product-specific Program Technology to Indivior, and further agrees to take such actions as are reasonably requested by Xxxxxxxx, at Indivior's expense, to effect the foregoing assignment and in connection with Indivior’s efforts to secure patent protection for such Product-specific Program Technology. All Curia Program Technology shall be the exclusive property of Curia, and Xxxxxxxx agrees to assign its rights in Curia Program Technology to Curia, and to take such actions as are reasonably requested by Curia, at Curia expense, to effect the foregoing assignment and in connection with Curia efforts to secure patent protection for such Curia Program Technology.
Program Technology. Shell hereby sells, assigns, delivers, conveys, transfers and sets over to Codexis the entire right, title and interest in and to any invention disclosed in any Program Technology and any patent application and/or patent arising therefrom. Subject to the rights expressly granted to Shell under the terms and conditions of this Amended and Restated Research Agreement and the Amended and Restated License Agreement, Codexis owns or otherwise controls and shall own or otherwise control all right, title and interest in, to and under any and all Program Technology.
Program Technology. Subject to Sections 9.1.4 and 9.1.5, MERCK, acting through patent counsel or agents of its choice, shall be responsible for the preparation, filing, prosecution and maintenance in the countries listed on Schedule 8, at its sole cost and expense, of Patent Rights covering MERCK Program Technology; provided, that, ARCHEMIX, acting through patent counsel or agents of its choice, shall have the right but not the obligation, for each Program Target, to prepare on MERCK’s behalf and with MERCK’s approval the first patent application disclosing the corresponding Collaboration Aptamers. MERCK shall have no right or responsibility with respect to the preparation, filing, prosecution and/or maintenance of any claims within the Licensed Patent Rights that relate to any Failed Compound, Waived Compound or Terminated Compound or their manufacture, formulation, delivery, or use. MERCK shall nationalize such filings in the European Patent Office and the other countries or regional offices listed on Schedule 8 and shall validate such filings in the EPO contracting states as detailed in Schedule 8 hereto and the contracting states of any other regional offices identified on Schedule 8 and, at MERCK’s sole discretion, in any other country. At MERCK’s request, ARCHEMIX shall cooperate with MERCK in all reasonable respects in connection with such preparation, filing, prosecution and maintenance of such Patent Rights, including but not limited to obtaining assignments to reflect chain of title consistent with the terms of this Agreement, gaining United States patent term extensions, supplementary protection certificates and any other extensions that are now or become available in the future wherever applicable to Licensed Patent Rights. For purposes of clarity, notwithstanding anything to the contrary herein, MERCK shall have no rights to prepare, file, prosecute and/or maintain any (1) Licensed Patent Rights related to the SELEX® Process or SELEX® Technology, or (2) Patent Rights included in the SELEX® Portfolio.
Program Technology. Subject to the terms and conditions of this Agreement and on an R&D Program by R&D Program basis and effective upon KineMed’s receipt of GSK’s payment of the Stage 2 Initiation Fee for such R&D Program, GSK hereby grants to KineMed a non-exclusive, worldwide, perpetual, fully paid-up, royalty-free right and license, with the right to grant sublicenses upon the prior written consent of GSK, under the Program Technology that is owned by GSK and that arose during the conduct of activities by or on behalf of GSK during the Research Term under such R&D Program, in each case, solely to the extent such Program Technology: (A) is necessary to exploit a Program Biomarker, or (B) has been incorporated by GSK into the process for evaluating such Program Biomarker.
Program Technology. TWT, at its expense, shall have the first right to pursue patent or other intellectual property protection for Program Technology as the parties may mutually agree, and STANFORD agrees to take all reasonable actions to cooperate with TWT in this regard. Intellectual property rights claiming Program Technology owned solely by STANFORD shall be prosecuted and maintained solely in STANFORD's name; and intellectual property rights claiming Program Technology jointly owned by STANFORD and TWT shall be prosecuted and maintained jointly in STANFORD's and TWT's names. In all such events TWT shall keep STANFORD reasonably informed with respect to its prosecution and maintenance of intellectual property protection for the Program Technology and shall seek the advice of STANFORD with respect to such prosecution and maintenance and shall give reasonable consideration to any suggestions or recommendations of STANFORD concerning the preparation, filing, prosecution and maintenance thereof. Without limiting the foregoing, in the event that TWT fails or declines to take such actions with respect to any such intellectual property rights, then STANFORD shall have the right to file, prosecute and maintain such intellectual property rights at its sole expense and the subject matter thereof shall no longer be within the definition of Program Technology hereunder. In such event TWT shall notify STANFORD at least sixty (60) days prior to the date the next action or filing is due to be taken with respect to a jointly owned invention, patent application or patent, as to whether TWT intends to take any of the foregoing actions with respect to such invention, patent application or patent. Each party shall cooperate with the other and assist the other in connection with their activities pursuant to this Section 7.2.2, at the other party's request, and shall use good faith efforts to consult with each other regarding the prosecution and maintenance of such intellectual property rights as is reasonably appropriate.
