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Joint Ownership
Joint Ownership 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.

Ownership by GSK. Subject to [Section 11.1.5(b)] (Joint Ownership), GSK shall be the sole owner of all rights, title and interests in and to any Know-How (whether or not patentable) and Patents claiming such Know‑How first invented, discovered, created or developed # solely by GSK, or by its Affiliates or a Third Party, in each case acting on behalf of GSK, in the performance of activities under this Agreement, (it being understood that any activities carried out by or on behalf of ITEOS under this Agreement shall not be construed or interpreted to be carried out by or on behalf of GSK for purposes hereof), excluding all Joint Arising Technology, 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, with respect to Know-How, solely relate to, and with respect to Patents, solely claim Know-How solely related to, any Other Component Controlled by GSK or any of its Affiliates, in each case ((a) and (b)), (such Know-How the “GSK Arising Know-How”, and such Patents that Cover such GSK Arising Know-How, the “GSK Arising Patents”), and GSK shall retain all of its rights, title and interests thereto, except to the extent that any rights or licenses are expressly granted hereunder by GSK to ITEOS under this Agreement. ITEOS hereby assigns, and agrees to assign, to GSK all of its rights, title and interests in and to the GSK Arising Know-How and GSK Arising Patents.

Ownership by ITEOS. Subject to [Section 11.1.5(b)] (Joint Ownership), ITEOS shall be the sole owner of all rights, title and interests in and to any Know-How (whether or not patentable) and Patents claiming such Know‑How first invented, discovered, created or developed solely by ITEOS, or by its Affiliates or a Third Party, in each case acting on behalf of ITEOS, in the performance of activities under this Agreement, (it being understood that any activities carried out by or on behalf of GSK under this Agreement shall not be construed or interpreted to be carried out by or on behalf of ITEOS for purposes hereof), excluding all Joint Arising Technology (such Know-How, the “ITEOS Arising Know-How”, and such Patents that Cover such ITEOS Arising Know-How, the “ITEOS Arising Patents”), and ITEOS shall retain all of its rights, title and interests thereto, except to the extent that any rights or licenses are expressly granted hereunder by ITEOS to GSK under this Agreement.

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.

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