Common use of Improvements and Filing, Prosecution and Maintenance of Patents Clause in Contracts

Improvements and Filing, Prosecution and Maintenance of Patents. 10.2.1 Any Improvement to the Compound or any Licensed Product made, discovered or developed by any party during the term of this Agreement shall be owned solely by such party, provided that the Company is hereby granted a license upon -------- the terms set forth in Section 2.2 hereof to any such Improvement and under any PNU Patent Rights and PNU Know-How and under any other intellectual property rights of PNU relating thereto owned or Controlled by PNU, to the extent that such Improvement is used solely for the development, manufacture, use, importation, marketing, offer for sale or sale of any Licensed Product. If PNU elects to co-develop and market the Licensed Products, then PNU shall have a license upon the same terms as granted to the Company with respect to any Improvements, and under any Company Patent Rights and Company Know-How and under any other intellectual property rights of the Company relating thereto owned or Controlled by the Company, to the extent that such Improvement is used solely for the development, manufacture, use, importation, marketing, offer for sale or sale of any Licensed Product in the countries in which PNU has marketing rights. Each party agrees to give the other Party prompt written notice of any Improvement to the Compound or any Licensed Product discovered or developed by such party during the term of this Agreement. Improvements to the Company Patent Rights and the Company Know-How made, discovered or acquired by the Company during the term of this Agreement shall be owned by the Company, provided that with respect to any such Improvement to the Assigned Patents made -------- or developed by the Company in the nature of a patentable manufacturing process or technique, PNU shall have the option to acquire, for such consideration as may be mutually agreed upon by the parties after negotiation in good faith, a non-exclusive, worldwide license under any intellectual property rights owned or Controlled by the Company relating to such Improvement, with the right to sublicense upon obtaining the Company's prior written consent thereto (which consent shall not be unreasonably withheld), to use such Improvement for purposes other than (i) to develop, manufacture, use, market or sell the Licensed Products or any other pharmaceutical products or compounds containing an apolipoprotein as an active ingredient for medical treatment in the field of atherosclerosis, or (ii) any such purpose that may be adverse to or in competition with the interests of the Company. Improvements to the PNU Patents and the PNU Know-How made, discovered or acquired by the Company during the term of this Agreement shall be owned by the Company, provided that PNU shall be -------- granted a non-exclusive, free-of-charge, worldwide license under any intellectual property rights owned or Controlled by the Company relating to such Improvement, with the right to sublicense, to use such Improvements for purposes other than to develop, manufacture, use, market or sell pharmaceutical products or compounds containing an apolipoprotein as an active ingredient for medical treatment in the field of atherosclerosis. 10.2.2 In the event that any Improvements owned by either party are deemed patentable, such party shall be entitled to file and prosecute patent applications related thereto and maintain patents issued thereon, at its own cost and expense. The other party shall render reasonable assistance to such party in filing such applications whenever requested to do so, at such party's sole cost and expense. The Company and PNU agree to sign and execute such forms and documents as may be reasonably requested by the other party as being necessary or desirable to vest or confirm in such other party title to all such improvements owned by such other party.

Improvements and Filing, Prosecution and Maintenance of Patents. 10.2.1 Any Improvement 8.2.1 As between the parties, the Licensee will own all right, title and interest in and to the Compound or any Licensed Product madeLicensee Improvements. Each Licensor agrees to assign and hereby assigns to the Licensors all of such Licensor's right, discovered or developed by any party during title, and interest in and to the term Licensee Improvements. 8.2.2 As between the parties, the Licensors will own all right, title and interest in and to the Licensor Improvements. The Licensee agrees to assign and hereby assigns to the Licensors all of this Agreement shall be owned solely by such partythe Licensee's right, provided that title and interest in and to the Company is Licensor Improvements. 8.2.3 Each Licensor hereby granted grants to the Licensee a license in the Territory to the Licensor Improvements upon -------- the same terms (and for no additional royalty or other consideration) as set forth in Section 2.2 hereof 2.1 hereof. 8.2.4 The Licensee hereby grants to any such Improvement and under any PNU Patent Rights and PNU Know-How and under any other intellectual property rights of PNU relating thereto owned or Controlled by PNU, to the extent that such Improvement is used solely for the development, manufacture, use, importation, marketing, offer for sale or sale of any Licensed Product. If PNU elects to co-develop and market the Licensed Products, then PNU shall have a license upon the same terms as granted to the Company with respect to any Improvements, and under any Company Patent Rights and Company Know-How and under any other intellectual property rights of the Company relating thereto owned or Controlled by the Company, to the extent that such Improvement is used solely for the development, manufacture, use, importation, marketing, offer for sale or sale of any Licensed Product in the countries in which PNU has marketing rights. Each party agrees to give the other Party prompt written notice of any Improvement to the Compound or any Licensed Product discovered or developed by such party during the term of this Agreement. Improvements to the Company Patent Rights and the Company Know-How made, discovered or acquired by the Company during the term of this Agreement shall be owned by the Company, provided that with respect to any such Improvement to the Assigned Patents made -------- or developed by the Company in the nature of a patentable manufacturing process or technique, PNU shall have the option to acquire, for such consideration as may be mutually agreed upon by the parties after negotiation in good faith, each Licensor a non-exclusive, worldwide royalty-free, paid-up license under any intellectual property rights owned or Controlled by the Company relating to such Improvement, with the right to sublicense upon obtaining the Company's prior written consent thereto (which consent shall not be unreasonably withheld), to use the Licensee Improvements solely as needed by such Improvement for purposes other than (i) Licensor to develop, manufacture, use, market make or sell have made the Licensed Products or any other pharmaceutical products or compounds containing an apolipoprotein as an active ingredient for medical treatment in the field of atherosclerosis, or (ii) any such purpose that may be adverse to or in competition with the interests of the Company. Improvements to the PNU Patents and the PNU Know-How made, discovered or acquired by the Company during the term of this Agreement shall be owned by the Company, provided that PNU shall be -------- granted a non-exclusive, free-of-charge, worldwide license under any intellectual property rights owned or Controlled by the Company relating to such Improvement, with the right to sublicense, to use such Improvements for purposes other than to develop, manufacture, use, market or sell pharmaceutical products or compounds containing an apolipoprotein as an active ingredient for medical treatment in the field of atherosclerosisProducts. 10.2.2 8.2.5 In the event that any Licensee Improvements or Licensor Improvements owned by either any party are deemed patentable, such party shall be entitled to file and prosecute patent applications related thereto and maintain patents issued thereon, in its own name and at its own cost and expensecost. The other party parties shall render reasonable assistance to such party in filing such applications whenever requested to do so, at such filing party's sole cost and expense. The Company Licensee and PNU the Licensors agree to sign and execute such forms and documents as may be reasonably requested by the other party as being necessary or desirable to vest or confirm in such other party title to all such improvements Licensee Improvements or Licensor Improvements, as the case may be, owned by such other party.