Example ContractsClausesCommon Ownership Under Joint Research Agreements
Common Ownership Under Joint Research Agreements
Common Ownership Under Joint Research Agreements contract clause examples

Joint Ownership. The Parties shall be the joint owners of all rights, title and interests in and to any Know-How (whether or not patentable) and Patents Covering such Know-How first invented, discovered, created or developed either # at any time during the Term by or on behalf of ITEOS or any of its Affiliates or Third Parties acting on behalf of ITEOS on the one hand and by or on behalf of GSK or any of its Affiliates or Third Parties acting on behalf of GSK on the other hand and # regardless of inventorship, in the performance of activities by or on behalf of either Party, or the Parties jointly, under this Agreement at any time during the Term that relates to a Combination Product (including Co-Formulated Products) or a Co-Administration Therapy, except for Know-How and Patents described in [clause (b) of Section 11.1.3] (Ownership by GSK), which shall be solely owned by GSK as GSK Arising Technology as provided under [Section 11.1.3] (Ownership by GSK) (such Know-How, “Joint Arising Know-How,” such Patents, “Joint Arising Patents,” and collectively, the “Joint Arising Technology”), subject to any rights or licenses that are expressly granted by one Party to the other Party under this Agreement. Each Party will and hereby does assign to the other Party, without additional consideration, an equal, undivided interest in and to all of its rights, title and interests in and to such Joint Arising Technology, and such other Party hereby accepts such assignment. Except to the extent either Party is restricted by the licenses granted by one Party to the other Party pursuant to this Agreement, or the covenants contained herein, each Party shall be entitled to practice and license the Joint Arising Technology without restriction and without consent of, or (subject to the financial provisions of this Agreement) an obligation to account to the other Party (and to the extent necessary by way of Applicable Laws of any jurisdiction regarding joint ownership of intellectual property rights, each Party grants the other Party the right and license to do the same), and each Party hereby waives any right it may have under Applicable Laws to require any such consent or accounting.

Joint Ownership. The Parties shall be the joint owners of all right, title and interest in and to any Know-How (whether or not patentable) and Patents claiming such Know-How first invented, discovered, created or developed either # at any time during the Term by or on behalf of IDEAYA on the one hand and by or on behalf of GSK on the other hand, and # regardless of inventorship, in the conduct of the GSK [[Unknown Identifier]] Preclinical Activities that are not subject to [Section 10.1.3 or 10.1.4]4], including those that relate to the combination of the [[Unknown Identifier]] Product and the GSK PRMT Product which were the subject of such GSK [[Unknown Identifier]] Preclinical Activities, (collectively, the “Joint Arising Technology”), subject to any rights or licenses that are expressly granted by one Party to the other Party under this Agreement. Except to the extent either Party is restricted by the licenses granted by one Party to the other Party pursuant to this Agreement, or the covenants contained herein, each Party shall be entitled to practice and license the Joint Arising Technology without restriction and without consent of, or (subject to the financial provisions of this Agreement) an obligation to account to the other Party (and to the extent necessary by way of Applicable Laws of any jurisdiction regarding joint ownership of intellectual property rights, each Party grants the other Party the right and license to do the same), and each Party hereby waives any right it may have under Applicable Laws to require any such consent or accounting.

Joint Ownership. Subject to [Section 9.1.2(d)], as between the Parties, each Party shall own an equal, undivided interest in and to: # any Joint Research Program Know-How and Joint Research Program Patents; and # except as expressly set forth in [Section 9.1.2(a)(i), or 9.1.2(b)(i)])], any other Inventions and Know-How that are made following the completion of activities under the applicable Research Plan (or the expiration of the Research Term, if earlier) jointly by or behalf of the Parties or their Affiliates in connection with the performance of the Parties’ activities under this Agreement ((i) and (ii), collectively, the “Joint Know-How” and any Patents Covering such Joint Know-How (including all Joint Research Program Patents), the “Joint Patents”), ​. Each Party shall promptly disclose to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees to so disclose, the conception, discovery, development, making, or reduction to practice of any Joint Know-How.

Common Ownership Under Joint Research Agreements. Notwithstanding anything to the contrary in this [Article IX], neither Party shall have the right to make an election under 35 U.S.C. 102(c) when exercising its rights under this [Article IX] without the prior written consent of the other Party. With respect to any such permitted election, the Parties shall coordinate their activities with respect to any submissions, filings or other activities in support thereof. The Parties acknowledge and agree that this Agreement is a “joint research agreement” as defined in 35 U.S.C. 100(h).

Common Ownership Under Joint Research Agreements. The Parties acknowledge and agree that this Agreement is a “joint research agreement” as defined in 35 U.S.C. §100(h). Notwithstanding anything to the contrary in this ARTICLE 8, neither Party will have the right to provide to a court or an agency a statement under 37 C.F.R. §1.104(c)(4)(ii)(A) to disqualify, for purposes of 35 U.S.C. §§102(b)(2)(C) and 102(c), prior art under §102(a)(2) by the other Party without the prior written consent of the other Party, which will not be unreasonably withheld, conditioned or delayed. With respect to any such permitted statement, the Parties shall coordinate their activities with respect to any submissions, filings or other activities in support thereof. Notwithstanding the foregoing, the other Party’s consent under this [Section 8.7] shall not be required to permit a Party to file with a court or agency a terminal disclaimer under 37 C.F.R. §1.321(d) to overcome any obviousness-type double patenting in any patent application claiming a Development Candidate, Licensed Product or one or more uses thereof, provided that the Party filing such terminal disclaimer shall give reasonable advance notice to the other Party of such filing.

Joint Research Agreements. The Parties acknowledge and agree that this Agreement is, collectively, a “joint research agreement” as defined in 35 U.S.C. 100(h).

Common Ownership under Joint Research Agreement. Notwithstanding anything to the contrary in this ARTICLE 9, no Party shall have the right to make an election under 35 U.S.C. 102(c) when exercising its rights under this ARTICLE 9 without the prior written consent of the other Party. With respect to any such permitted election, the Parties shall co-ordinate their activities with respect to any submissions, filings or other activities in support thereof. The Parties acknowledge and agree that this Agreement is a “joint research agreement” as defined in 35 U.S.C. 100(h).

Joint Ownership. Except as expressly provided in this Agreement, it is understood that neither Party will have any obligation to obtain any approval or consent of, nor pay a share of the proceeds to or account to, the other Party to practice, enforce, license, assign or otherwise exploit Inventions or intellectual property owned jointly by the Parties hereunder, and each Party hereby waives any right it may have under the laws of any jurisdiction to require such approval, consent or accounting. Each Party agrees to cooperate with the other Party, as reasonably requested, and to take such actions as may be required to give effect to this [Section 8.2(b)] in a particular country, including by promptly executing and recording assignments and other documents consistent with such ownership. [* * *].

Joint Ownership. Except as expressly provided in this Agreement, it is understood that neither Party will have any obligation to obtain any approval or consent of, nor pay a share of the proceeds to or account to, the other Party to practice, enforce, license, assign or otherwise exploit Inventions or intellectual property owned jointly by the Parties hereunder, and each Party hereby waives any right it may have under the laws of any jurisdiction to require such approval, consent or accounting. Each Party agrees to cooperate with the other Party, as reasonably requested, and to take such actions as may be required to give effect to this [Section 8.2(b)] in a particular country, including by promptly executing and recording assignments and other documents consistent with such ownership. [* * *].

Joint Ownership. As between the Parties, each Party shall own an equal, undivided interest in and to any and all Joint Collaboration Patents and Joint Collaboration Know-How. At each IPC meeting, each Party shall disclose to the other Party in writing the making or conception of any Joint Collaboration Know-How. Subject to the terms of ARTICLE 5, each Party shall have the right to Exploit (including by way of granting licenses or otherwise) the Joint Collaboration Patents and Joint Collaboration Know-How without a duty of seeking consent or accounting to the other Party.

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