Assignment of Interests to Effectuate Ownership. With respect to any Program Know-How, including any and all Program Patent Rights solely and exclusively related thereto, each of Ablynx and Merck shall, and hereby do, on behalf of themselves and each of their respective Affiliates, employees and contractors hereunder, assign to one another ownership of rights, title and interest in and to such Program Know-How (and such Program Patent Rights, as applicable) to effect the ownership of such Program Know-How (and such Program Patent Rights, as applicable) as set forth in Section 7.1.1, subject to any licenses expressly granted under this Agreement. In furtherance of the foregoing, each Party shall, upon request by the other, promptly undertake and perform (and/or cause its Affiliates and its and their respect employees and/or agents to promptly undertake and perform) such further actions as are reasonably necessary for Ablynx and Merck, as between the Parties, to each perfect its title in any such Program Know-How (and such Program Patent Rights, as applicable) as set forth in Section 7.1.1, as applicable, including by causing the execution of any assignments or other legal documentation, and/or providing the other Party or its patent counsel with reasonable access to any employees or agents who may be inventors of such Program Know-How (and such Program Patent Rights, as applicable). For clarity, Ablynx and Merck shall co-own any and all Joint Miscellaneous Know-How and shall have the right to use and sublicense such Joint Miscellaneous Know-How for any and all purposes without the need to account to the other (subject, in all cases, to any other applicable terms of this Agreement, including Section 2.12 and ARTICLE 3, to the extent applicable); provided, however, that for clarity, the foregoing joint ownership rights with respect to Joint Miscellaneous Know-How shall not be construed as granting, conveying or creating any license or other rights to the other Party’s intellectual property, unless otherwise expressly set forth in this Agreement.
Assignment of Interests to Effectuate Ownership. With respect to any Collaboration Information and Invention, each of Ambrx and Agensys shall, and hereby do, on behalf of themselves and each of their respective Affiliates, employees and contractors hereunder, assign to one another ownership of rights, title and interest in and to such Collaboration Information and Inventions and Patent Rights directed thereto to effect the ownership of such Collaboration Information and Inventions and Patent Rights directed thereto as set forth in Section 2.7.1, subject to any licenses expressly granted under this Agreement. In furtherance of the foregoing, each Party shall, upon request by the other, promptly undertake and perform (and/or cause its Affiliates and its and their respect employees and/or agents to promptly undertake and perform) such further actions as are reasonably necessary for Ambrx and Agensys, as between the Parties, to each perfect its title in any such Collaboration Information and Inventions and Patent Rights directed thereto as set forth in Section 2.7.1, as applicable, including by causing the execution of any assignments or other legal documentation, and/or providing the other Party or its patent counsel with reasonable access to any employees or agents who may be inventors of such Collaboration Information and Inventions and Patent Rights directed thereto.
Assignment of Interests to Effectuate Ownership. With respect to any Collaboration Information and Invention, each of Ambrx and Merck shall, and hereby do, on behalf of themselves and each of their respective Affiliates, employees and contractors hereunder, assign to one another ownership of rights, title and interest in and to such Collaboration Information and Inventions to effect the ownership of such Collaboration Information and Inventions as set forth in Section 2.7.1, subject to any licenses expressly granted under this Agreement. In furtherance of the foregoing, each Party shall, upon request by the other, promptly undertake and perform (and/or cause its Affiliates and its and their respect employees and/or agents to promptly undertake and perform) such further actions as are reasonably necessary for Ambrx and Merck, as between the Parties, to each perfect its title in any such Collaboration Information and Inventions as set forth ***Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. in Section 2.7.1, as applicable, including by causing the execution of any assignments or other legal documentation, and/or providing the other Party or its patent counsel with reasonable access to any employees or agents who may be inventors of such Collaboration Information and Inventions.
Assignment of Interests to Effectuate Ownership. In the event that Licensor makes Inventions despite Section 2.4, Licensee shall exclusively own such Inventions. Licensor shall, and hereby does, on behalf of itself and each of its Affiliates, employees, assign to Licensee (without the payment of additional consideration, and the Parties hereby acknowledge and agree that the consideration as set forth in this Agreement is sufficient), in perpetuity throughout the world, ownership of all rights, title and interest in and to such Inventions to effect the ownership of such Inventions. In furtherance of the foregoing, Licensor shall, upon request by Licensee, promptly undertake and perform (and /or cause its Affiliates and their respective employees and/or agents to promptly undertake and perform) such further actions as are reasonably necessary for Licensee to, as between the Parties, perfect its title in any such Inventions, as applicable, including by causing the execution of any assignments or other legal documentation, and/or providing Licensee or its patent counsel with reasonable access to any employees or agents who may be inventors of such Invention.
Assignment of Interests to Effectuate Ownership. With respect to any Program Know-How and Program Patent Rights, and any Post-Program Know-How and Post-Program Patent Rights, Bionomics shall, and hereby does, on behalf of itself and each of its Affiliates, employees and contractors hereunder, assign to Merck (without payment of additional consideration, and the Parties hereby acknowledge and agree that the consideration as set forth in this Agreement is sufficient), in perpetuity throughout the world, ownership of all rights, title and interest in and to such Program Know-How, Program Patent Rights, Post-Program Know-How and Post-Program Patent Rights to effect the ownership of such Program Know-How, Program Patent Rights, Post-Program Know-How and Post-Program Patent Rights as set forth in Section 7.2.1. In furtherance of the foregoing, Bionomics shall, upon request by Merck promptly undertake and perform (and/or cause its Affiliates and its and their respect employees and/or agents to promptly undertake and perform) such further actions as are reasonably necessary for Merck to, as between the Parties, perfect its title in any such Program Know-How, Program Patent Rights, Post-Program Know-How and Post-Program Patent Rights as set forth in Section 7.2.1, as applicable, including by causing the execution of any assignments or other legal documentation, and/or providing Merck or its patent counsel with reasonable access to any employees or agents who may be inventors of such Program Know-How, Program Patent Rights, Post-Program Know-How and Post-Program Patent Rights.
