Common use of Developed Intellectual Property Clause in Contracts

Developed Intellectual Property. Employee also acknowledges and agrees that in connection with the performance of Employee’s duties, Employee may author, create, or develop Confidential Information, trade secrets, and other intellectual property, both alone or in conjunction with others. With respect to any and all trade secrets, inventions (whether or not patentable), discoveries, conceptions, ideas, copyrights (including copyrights in software), know-how, other intellectual property or proprietary rights and/or improvements to any of the same authored, created, conceived, developed, or reduced to practice by Employee or Parsley (whether alone or in combination with others) (a) during Employee’s working hours, or (b) at Parsley’s, expense, or (c) using any of Parsley’s, materials or facilities, or (d) that relates to the business of Parsley or to the research or development of Parsley (collectively, “Developed Intellectual Property”), Employee agrees that the same are, and shall be, the exclusive property of the Parsley Group. Employee further acknowledges that all original works of authorship made by Employee (solely or jointly with others) that constitute Developed Intellectual Property are “works made for hire,” as that term is defined in the United States Copyright Act. Without limiting the immediately preceding sentence, Employee agrees to and does hereby assign to Parsley, or its nominee, Employee’s entire right, title, and interest in and to all Developed Intellectual Property. For clarity, such assignment includes all registrations or applications for registration of such Developed Intellectual Property, including any U.S. or international applications for patents or copyright registrations filed during or after the Term of this Agreement. Employee shall promptly disclose all such works made for hire and other Developed Intellectual Property to Parsley and, both during and after the Term of this Agreement, agrees to execute, at no cost to Parsley, any and all documents that Parsley reasonably deems necessary to obtain, maintain, protect and/or enforce its worldwide right to, title interest in, and ownership of such works made for hire and Developed Intellectual Property.

Developed Intellectual Property. Employee also acknowledges and agrees that in connection with the performance of Employee’s duties, Employee may author, create, conceive, develop or develop reduce to practice Confidential Information, trade secrets, and other intellectual propertyIntellectual Property (as defined below) in whole or in part, both either alone or in conjunction jointly with others. With respect to any and all trade secrets, inventions (whether or not patentable), discoveries, conceptions, ideas, copyrights (including copyrights in software), know-how, other intellectual property or proprietary rights such Intellectual Property and/or improvements to any of the same authored, created, conceived, developed, or reduced to practice by Employee or Parsley (whether alone or in combination with others) (a) during Employee’s working hours, or (b) at Parsley’s, ’s expense, or (c) using any of Parsley’s, ’s materials or facilities, or (d) that relates to the business of Parsley or to the research or development of Parsley (collectively, “Developed Intellectual Property”), Employee agrees that the same are, and shall be, the exclusive property of the Parsley Group. Employee further acknowledges that all original works of authorship made by Employee (solely alone or jointly with others) that constitute Developed Intellectual Property are “works made for hire,” as that term is defined in the United States Copyright ActAct and to the extent allowed by law. Without limiting the immediately preceding sentence, to the extent Employee develops any interest in the Developed Intellectual Property, Employee agrees to and does hereby assign to Parsley, or its nominee, Employee’s entire right, title, and interest in and to all Developed Intellectual Property. For clarity, such assignment includes all registrations or applications for registration of such Developed Intellectual Property, including any U.S. or international applications for patents or copyright registrations filed during or after the Term of this Agreement. Employee shall promptly disclose all such works made for hire and other Developed Intellectual Property to Parsley and, both during and after the Term of this Agreement, agrees to execute, at no cost to Parsley’s expense, any and all documents that Parsley reasonably deems necessary to assign, obtain, maintain, protect and/or enforce its worldwide right to, title interest in, and ownership of such works made for hire and Developed Intellectual Property. Employee agrees to perform, during and after the Term of this Agreement, all acts deemed necessary or desirable by Parsley to permit and assist Parsley in evidencing, perfecting, obtaining, maintaining, defending, and enforcing rights and/or Employee’s assignment of such works made for hire and Developed Intellectual Property in any and all countries, at Parsley’s expense. Such acts may include, but are not limited to, execution of documents and assistance or cooperation in legal proceedings. Employee hereby irrevocably designates and appoints Parsley and its duly authorized officers and agents, as Employee’s agents and attorneys-in-fact to act for and on behalf and instead of Employee, to execute and file any documents and to do all other lawfully permitted acts to further the above purposes with the same legal force and effects as if executed by Employee.

Developed Intellectual Property. Employee also acknowledges (a) As between the Parties, except for Licensed OPKO Core Patents, Pfizer shall own all right, title and agrees that interest in connection with and to any Intellectual Property Rights conceived by Pfizer or its Affiliates, subcontractors or sublicensees in the performance course of Employeeconducting Pfizer’s duties, Employee may author, create, or develop Confidential Information, trade secretsactivities and rights under this Agreement, and other that do not name any inventors having an obligation of assignment to OPKO at the time such intellectual propertyproperty is conceived, both alone discovered, developed or otherwise made (collectively herein, “Pfizer Developed IP”). (b) As between the Parties, OPKO shall own and retain all right, title and interest in conjunction with others. With respect and to any and all trade secrets, inventions (whether or not patentable), discoveries, conceptions, ideas, copyrights (including copyrights in software), know-how, other intellectual property or proprietary rights and/or improvements to any of the same authored, created, Intellectual Property Rights conceived, developed, developed or otherwise first made or reduced to practice by Employee OPKO or Parsley its Affiliates, subcontractors or sublicensees in the course of conducting OPKO’s activities and rights under this Agreement, and that do not name any inventors having an obligation of assignment to Pfizer at the time such intellectual property is conceived, discovered, developed or otherwise made (whether alone or in combination with others) (a) during Employee’s working hourscollectively herein, or (b) at Parsley’s, expense, or “OPKO Developed IP”). (c) using Except for the Licensed OPKO Core Patents, the Parties shall jointly own all Intellectual Property Rights conceived, developed or otherwise first made or reduced to practice during the course of the Development, Manufacturing or Commercialization of the Compound or Licensed Products hereunder, and that name any inventors having an obligation of Parsley’sassignment to Pfizer and any inventors having an obligation of assignment to OPKO at the time such intellectual property is conceived, materials discovered, developed or facilitiesotherwise made (collectively herein, or “Joint Developed IP”). (d) that relates to For the business avoidance of Parsley or to the research or development of Parsley (collectivelydoubt, “OPKO Developed Intellectual Property”), Employee agrees that the same are, IP and shall be, the exclusive property of the Parsley Group. Employee further acknowledges that all original works of authorship made by Employee (solely or jointly with others) that constitute Developed Intellectual Property are “works made for hire,” as that term is defined in the United States Copyright Act. Without limiting the immediately preceding sentence, Employee agrees to and does hereby assign to Parsley, or its nominee, EmployeeOPKO’s entire right, title, and interest rights in and to all any Joint Developed Intellectual PropertyIP shall be deemed and treated as Licensed Technology licensed by OPKO under Section 2.1 of this Agreement to the extent such OPKO Developed IP and Joint Developed IP relate to Licensed Product. (e) For purposes of this Section 6.1.2, inventorship shall be determined in accordance with applicable United States intellectual property laws, regardless of the country in which such intellectual property is conceived, discovered, developed or otherwise made. For clarity*** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. (f) With regard to intellectual property conceived, discovered, developed or otherwise made or reduced to practice during the course of the Development, Manufacturing or Commercialization of the Compound or Licensed Products, each Party shall promptly notify the other Party of any such assignment includes all registrations or applications for registration intellectual property of which it becomes aware, and the Parties shall confer in a timely manner in order to take such Developed Intellectual Propertyactions as may be reasonably necessary to protect such intellectual property, including any U.S. or international applications but not limited to filing for patents or copyright registrations filed during or after the Term of this Agreement. Employee shall promptly disclose all such works made for hire and other Developed Intellectual Property to Parsley and, both during and after the Term of this Agreement, agrees to execute, at no cost to Parsley, any and all documents that Parsley reasonably deems necessary to obtain, maintain, protect and/or enforce its worldwide right to, title interest in, and ownership of such works made for hire and Developed Intellectual Propertypatent protection.

Developed Intellectual Property. Employee also acknowledges (a) As between the Parties, except for Licensed OPKO Core Patents, Pfizer shall own all right, title and agrees that interest in connection with and to any Intellectual Property Rights conceived by Pfizer or its Affiliates, subcontractors or sublicensees in the performance course of Employeeconducting Pfizer’s duties, Employee may author, create, or develop Confidential Information, trade secretsactivities and rights under this Agreement, and other that do not name any inventors having an obligation of assignment to OPKO at the time such intellectual propertyproperty is conceived, both alone discovered, developed or otherwise made (collectively herein, “Pfizer Developed IP”). (b) As between the Parties, OPKO shall own and retain all right, title and interest in conjunction with others. With respect and to any and all trade secrets, inventions (whether or not patentable), discoveries, conceptions, ideas, copyrights (including copyrights in software), know-how, other intellectual property or proprietary rights and/or improvements to any of the same authored, created, Intellectual Property Rights conceived, developed, developed or otherwise first made or reduced to practice by Employee OPKO or Parsley its Affiliates, subcontractors or sublicensees in the course of conducting OPKO’s activities and rights under this Agreement, and that do not name any inventors having an obligation of assignment to Pfizer at the time such intellectual property is conceived, discovered, developed or otherwise made (whether alone or in combination with others) (a) during Employee’s working hourscollectively herein, or (b) at Parsley’s, expense, or “OPKO Developed IP”). (c) using Except for the Licensed OPKO Core Patents, the Parties shall jointly own all Intellectual Property Rights conceived, developed or otherwise first made or reduced to practice during the course of the Development, Manufacturing or Commercialization of the Compound or Licensed Products hereunder, and that name any inventors having an obligation of Parsley’sassignment to Pfizer and any inventors having an obligation of assignment to OPKO at the time such intellectual property is conceived, materials discovered, developed or facilitiesotherwise made (collectively herein, or “Joint Developed IP”). (d) that relates to For the business avoidance of Parsley or to the research or development of Parsley (collectivelydoubt, “OPKO Developed Intellectual Property”), Employee agrees that the same are, IP and shall be, the exclusive property of the Parsley Group. Employee further acknowledges that all original works of authorship made by Employee (solely or jointly with others) that constitute Developed Intellectual Property are “works made for hire,” as that term is defined in the United States Copyright Act. Without limiting the immediately preceding sentence, Employee agrees to and does hereby assign to Parsley, or its nominee, EmployeeOPKO’s entire right, title, and interest rights in and to all any Joint Developed Intellectual Property. IP shall be deemed and treated as Licensed Technology licensed by OPKO under Section 2.1 of this Agreement to the extent such OPKO Developed IP and Joint Developed IP relate to Licensed Product. (e) For claritypurposes of this Section 6.1.2, inventorship shall be determined in accordance with applicable United States intellectual property laws, regardless of the country in which such assignment includes all registrations intellectual property is conceived, discovered, developed or applications for registration otherwise made. (f) With regard to intellectual property conceived, discovered, developed or otherwise made or reduced to practice during the course of the Development, Manufacturing or Commercialization of the Compound or Licensed Products, each Party shall promptly notify the other Party of any such Developed Intellectual Propertyintellectual property of which it becomes aware, and the Parties shall confer in a timely manner in order to take such actions as may be reasonably necessary to protect such intellectual property, including any U.S. or international applications but not limited to filing for patents or copyright registrations filed during or after the Term of this Agreement. Employee shall promptly disclose all such works made for hire and other Developed Intellectual Property to Parsley and, both during and after the Term of this Agreement, agrees to execute, at no cost to Parsley, any and all documents that Parsley reasonably deems necessary to obtain, maintain, protect and/or enforce its worldwide right to, title interest in, and ownership of such works made for hire and Developed Intellectual Propertypatent protection.