Project Inventions Sample Clauses

Project Inventions. The Company shall procure that the Principal Investigator monitors the Project for material that may be the subject of Project Inventions and shall promptly notify Wellcome of any such Project Inventions.

Project Inventions. The Company shall procure that the Principal Investigator monitors the Project for material that may be the subject of Project Inventions and shall promptly notify Wellcome of any such Project Inventions. CTSC. Prior to commencement of the Clinical Trial, the Company shall establish a CTSC to operate for the duration of the Clinical Trial and continue operating until publication of the results of the Clinical Trial. The Company shall ensure that the CTSC is kept informed of all developments and progress made concerning the Clinical Trial (except for any information that should remain blinded to the CTSC to ensure the integrity of the Clinical Trial). The Company shall procure that the CTSC shall have the right to: review all documents and correspondence relating to the planning of the Clinical Trial; review all correspondence with regulatory authorities in connection with the Clinical Trial; monitor the conduct of the Clinical Trial and progress; review interim analyses of Clinical Trial data in accordance with the Clinical Trial’s protocol; critically assess the on-going progress of the Clinical Trial and the Project; approve the composition and charter of the DSMB and review all correspondence with the DSMB and minutes of meetings of the DSMB (excluding any information which should remain blinded to the CTSC to ensure integrity of the Clinical Trial); identify and address any weaknesses in the Clinical Trial; monitor internal and outsourced components of the Clinical Trial including reviewing the terms of all collaborations or subcontracts; and operate as the key forum through which Wellcome (via Wellcome’s observers referred to below) is informed of the progress of the Clinical Trial (including any delays). The Company shall ensure that the CTSC has no right or power to amend or vary the terms of this Agreement or alter the fundamental scope or objectives of the Clinical Trial. Wellcome observers. Wellcome may appoint up to [two (2)] representatives or nominees who shall have the right to attend meetings of the CTSC in person, by telephone or other electronic means as observers. The Company shall ensure the Wellcome observers receive all notices and materials provided to members of the CTSC at the same time as the members of the CTSC Wellcome observers shall have no right to participate in decisions of the CTSC. Wellcome shall notify the Company of any proposed independent industry adviser(s) that Wellcome intends to appoint as its CTSC observer(s). The...

Project Inventions. Notwithstanding Hospira’s rights, the Parties agree that Genzyme shall be the sole owner of any technology, know-how or other proprietary rights developed by or for Hospira pursuant to any Project undertaken by Hospira (the “Project Inventions”). Hospira shall promptly notify Genzyme of all Project Inventions and shall use all reasonable efforts to cooperate with Genzyme in any related patent filing and prosecution (each at Genzyme’s expense) and shall assign all right, title and interest in any such Project Inventions to Genzyme.

Project Inventions. Except as provided in Section 9.1, Hospira has granted no license, express or implied, to MediciNova to use the Hospira IP or other patents, know-how, trade secrets, proprietary information or other intellectual property rights that are proprietary to Hospira. With respect to any inventions, Improvements, or Technology developed or conceived by Hospira pursuant to or in connection with this Agreement (“Project IP”), (i) MediciNova is hereby the sole and exclusive owner of [***] (“MNOV Project IP”) and (ii) Hospira shall be the owner of [***] (“Hospira Project IP”). Ownership of all other Project IP shall be determined by U.S. law (“Other Project IP”). Hospira hereby grants to MediciNova a world-wide, royalty-free nonexclusive license to (i) the Hospira Project IP for use with API and (ii) the Other Project IP for any purpose. Hospira shall assign, and does hereby assign, to MediciNova all of its right, title and interest in and to such MNOV Project IP. Hospira agrees to execute such documents and take such actions as MediciNova may from time to time reasonably request to effect the foregoing assignment. However, MediciNova shall grant to Hospira, and does hereby grant to Hospira an exclusive, perpetual, fully paid, worldwide royalty-free license, with the right to sublicense to Affiliates and Third Parties under the MNOV Project IP and the MediciNova IP for the purpose of the manufacture of the Products exclusively for MediciNova, provided all such Affiliates and Third Parties shall be approved by MediciNova in writing.

Project Inventions. All discoveries, inventions, improvements, processes, formulations, methods, data and information generated, developed or derived by or on behalf of Supplier under this Agreement (i) from Myovant Technology or Myovant’s Confidential Information, (ii) from any Product or (iii) in the provision of the Manufacturing services, shall in each case belong to Myovant to the extent that it is not generally applicable to the business of Supplier and is unrelated to the manufacture or supply of Products (each, a “Project Invention”). Supplier hereby assigns to Myovant all of Supplier’s right, title and interest in, to and under each Project Invention. At Myovant’s request and expense, Supplier shall cooperate with Myovant in connection with applying for, prosecuting and enforcing any Intellectual Property Rights that claim or cover any Project Invention. Notwithstanding the foregoing, Supplier will retain ownership of any Supplier Technology, subject to the license granted to Myovant in accordance with Section 3.1.

Project Inventions. (a) All Project Inventions shall be jointly owned by ▇▇▇▇ and CLIENT. ▇▇▇▇ shall have the primary responsibility to file, prosecute and maintain any patents or patent applications claiming or covering any Project Invention directed to subject matter that is primarily outside the Field. CLIENT shall have the primary responsibility to file, prosecute and maintain any patents or patent applications claiming any Project Inventions directed to subject matter that is primarily within the Field. Each Party will use commercially reasonable and diligent efforts to disclose to the other Party any Inventions as to which this Section 9.4 may apply and will provide prior notice and an opportunity to comment on any proposed patent application to be filed by such Party. The Parties will cooperate with each other with respect to the coordination of the filing, prosecution and maintenance of patent applications or patents in each Party’s respective areas of responsibility. In the event there is a disagreement with respect to whether a Project Invention is primarily within or without the Field, the matter shall be referred to a mutually acceptable neutral and independent patent attorney who shall definitively determine the matter. Each Party shall bear the expense of activities relating to its own filing, prosecution and maintenance of any patent or patent applications provided for by this Section 9.4. If either Party elects not to file, prosecute or continue to maintain any patent application or patent covering a Project Invention, it shall give thirty (30) days prior notice thereof to the other Party who, subject to the other provisions of this Agreement and at their own expense, shall be free to undertake the filing, prosecution and maintenance of any such patent or patent application. Each Party shall execute all writings or take such acts, at the other Party’s expense, as may be reasonably required for either Party to fully enjoy the rights and licenses granted pursuant to this Section 9.4. (b) With respect to its undivided interest in the Project Inventions, ▇▇▇▇ hereby grants to CLIENT, without any obligation of an accounting, in the Field, a perpetual, worldwide, royalty-free, paid-up, exclusive license, with the right to grant sublicenses, to make, have made, use, sell, offer for sale or import any composition of matter or article of manufacture. For the avoidance of doubt, such license shall expressly include the right to bring infringement actions against any thi...