Arising IP. Ownership of all data, information, inventions or discoveries conceived or generated by or on behalf of a Party or any of its Affiliates in the exercise of the licenses, including all intellectual property rights therein shall be as set forth in this Section 5.1.2. As between the Parties, (a) ownership of any such inventions or discoveries, whether or not patentable, and all intellectual property rights therein, including Patents Rights that Cover such inventions or discoveries, shall be determined based on and consistent with inventorship, with inventorship determined in accordance with the rules of inventorship under U.S. patent laws; and (b) ownership of any such data or information (other than inventions or discoveries described above), and all intellectual property rights therein, shall be determined based on and consistent with the Party that generated such data or information.
Arising IP. 7.2.1 All Arising IP shall be owned by OXFORD, except that all TEKMIRA Arising IP shall be owned by TEKMIRA.
Arising IP. Ownership of intellectual property arising from the Collaboration Program shall be determined as follows:
Arising IP. (i) Ownership will follow inventorship for (A) any and all Know-How developed, created, conceived or reduced to practice during the Term solely by or on behalf of a Party or any of its Affiliates in connection such Party’s activities under this Agreement and (B) any Patent claiming any such Know-How described in clause (A) (collectively ((A)-(B)), “Arising IP”), with inventorship being determined in accordance with United States patent laws (regardless of where the applicable activities occurred). Arising IP invented solely by or on behalf of Licensor or any of its Affiliates will be solely owned by Licensor or any of its Affiliates (“Licensor Arising IP”). Arising IP invented solely by or on behalf of EQRx or any of its Affiliates will be solely owned by EQRx or any of its Affiliates (“EQRx Arising IP”). Arising IP invented jointly by Licensor or any of its Affiliates and EQRx or any of its Affiliates will be jointly owned by both Parties (“Joint Arising IP”).
Arising IP. (a) Arising IP will be owned as follows: (i) Voyager will solely own all Arising Capsid IP; and (ii) with respect to all Arising IP other than Arising Capsid IP: (A) Voyager EXECUTION COPY CONFIDENTIAL 58 will solely own all such Arising IP Created solely by Representatives of Voyager; (B) Neurocrine will solely own all such Arising IP Created solely by Representatives of Neurocrine; and (C) the Parties will jointly own all such Arising IP Created jointly by Representatives of Neurocrine and Representatives of Voyager (“Joint Arising IP”). (b) Except as expressly provided in this Agreement, each Party may (subject to the licenses and exclusivity provisions of this Agreement) practice the Joint Arising IP, but neither Party may grant licenses or otherwise encumber its ownership interest in any Joint Arising IP without the prior written consent of the other Party. (c) Xxxxxxxxxx, on behalf of itself and its Affiliates, hereby assigns, and to the extent such present assignment is not possible, agrees to assign, to Voyager all of Xxxxxxxxxx’s right, title and interest in and to all Arising Capsid IP. Neurocrine will, at its sole cost and expense, provide Voyager all reasonable assistance and cooperation in connection with effecting with the foregoing ownership allocation, including providing any necessary powers of attorney and executing any other required documents or instruments as requested by Voyager. 10.1.4
Arising IP. (i) Subject to the licenses granted herein and the other terms and conditions of this Agreement, Pulmatrix shall own all right, title and interest in and to Pulmatrix Improvement IP.
Arising IP. Buyer shall own all right, title and interest in and to all Intellectual Property Rights, deliverables, records, documents and work product arising from the performance of the Seller Transition Services (“Buyer Arising IP”), and the Buyer Arising IP shall be the Confidential Information of Buyer. Sellers shall own all right, title and interest in and to all Intellectual Property Rights, deliverables, records, documents and work product arising directly from the performance of the Buyer Transition Services (“Seller Arising IP” and, together with the Buyer Arising IP, the “Arising IP”), and the Seller Arising IP shall be the Confidential Information of Sellers. Buyer hereby assigns its rights, title and interest in and to the Seller Arising IP to Sellers and Sellers hereby assigns its rights, title and interest in and to the Buyer Arising IP to Buyer. Section 5.03
Arising IP. Neither WuXi Biologics, its Affiliates, nor any of their respective subcontractors shall acquire any rights of any kind whatsoever with respect to the Product by conducting Manufacturing activities hereunder. All rights to any Intellectual Property (whether or not patentable) created, developed, or conceived (whether or not reduced to practice) in the performance of work conducted under this Agreement by WuXi Biologics’ or its Affiliates’ employees, or independent contractors, either solely or jointly with employees, agents, consultants or other representatives of Client, including any development, improvement, modification, addition, adaptation, enhancement, derivative, variant or progeny to or of any Product, Client’s Confidential Information or Client Background IP will be owned (from the moment such Intellectual Property is created, developed or conceived) solely and exclusively by Client (“Client Arising IP”). Client agrees that Client Arising IP does not include any Intellectual Property (whether or not patentable) developed, conceived, or reduced to practice by WuXi Biologics, its Affiliates, or its subcontractors in the performance of this Agreement that (a) relates to experimental, testing, analytical, packaging methods, (b) relates to manufacturing processes developed at WuXi Biologics’ expense, or (c) constitutes developments, improvements, modifications, additions, adaptations, enhancements, derivatives, or variants to WuXi Biologics Background IP developed by WuXi Biologics through the performance of the Services, provided, that the foregoing (i) are made without the benefit of Client Background IP and/or Client’s Confidential Information, and (ii) [***]) (“WuXi Biologics Arising IP”).
Arising IP. (i) Ownership will follow inventorship for (A) any and all Know-How developed, created, conceived or reduced to practice during the Term solely by or on behalf of a Party or any of its Affiliates in the course of such Party’s performance of the activities under this Agreement, and (B) any Patent or other intellectual property right claiming any such Know-How described in clause (A) (collectively ((A)-(B)), “Arising IP”), with inventorship being determined in accordance with United States patent laws (regardless of where the applicable activities occurred). Arising IP invented solely by or on behalf of Hansoh or any of its Affiliates will be solely owned by Hansoh or any of its Affiliates (“Hansoh Arising IP”), Arising IP invented solely by or on behalf of EQRx or any of its Affiliates will be solely owned by EQRx or any of its Affiliates (“EQRx Arising IP”), and Arising IP invented jointly by Hansoh or any of its Affiliates and EQRx or any of its Affiliates will be jointly owned by both Parties (“Joint Arising IP”).
Arising IP. The Parties do not contemplate or anticipate the development or generation of any intellectual property by the Parties in connection with their activities under this Agreement. Without limiting the foregoing, and except as expressly set forth in this Section 11.1.2, (a) each Party shall solely own any idea, discovery, method, technique, know-how, or other intellectual property developed or generated solely by or on behalf of such Party in the course of such Party’s performance under this Agreement, and (b) the Parties shall jointly own any idea, discovery, method, technique, know-how, or other intellectual property developed or generated jointly by both Parties in the course of performing activities under this Agreement and each Party shall have full rights to license, assign and exploit such jointly owned Specific terms in this Exhibit have been redacted because such terms are both not material and would likely cause competitive harm to the Company if publicly disclosed. These redacted terms have been marked in this Exhibit with three asterisks [***]. intellectual property anywhere in the world, without any requirement of gaining the consent of, or accounting to, the other Party. Notwithstanding the foregoing, Reata will solely own all right, title and interest in and to any idea, discovery, method, technique, know-how, or other intellectual property developed or generated in connection with either Party’s activities under this Agreement (irrespective of inventorship) that is related in any way to (i) the Product (including the use, manufacture or administration thereof and specifically including (A) all Research Results; (B) all discoveries and inventions discovered, developed or invented by, or on behalf of, Reata, and any of their Affiliates, in connection with the Product Trials), (ii) the Reata Background IP, or (iii) the Bardoxolone IP ((i)-(iii), collectively the “Reata Improvement IP” and together with the Reata Background IP, the “Reata Intellectual Property”). For clarity, the Reata Improvement IP shall not include any BXLS Improvement IP.
