Common use of Intellectual and Industrial Property Clause in Contracts

Intellectual and Industrial Property. 10.1 All ERN Intellectual and Industrial Property is the property of ERN. Zavante shall have, and ERN hereby grants to Zavante, an exclusive (even as to ERN and its Affiliates), non-transferable (except as permitted under Section 15.6), and without any right to sublicense (except as permitted under Section 10.3), license for the Territory to exploit, reproduce and distribute any ERN Intellectual and Industrial Property and ERN Confidential Information (including, for the avoidance of doubt, any copyrights included in the ERN Intellectual and Industrial Property), to the maximum extent permitted under law, as reasonably required by Zavante to obtain regulatory approval for and commercialize the Product in the Territory, which license shall include, without limitation, the right to disclose, report and include any ERN Intellectual and Industrial Property and any General Developments in any filings or regulatory submissions to FDA or any other regulatory bodies in the United States or elsewhere in connection with the Product including, without limitation, in order to obtain or extend marketing exclusivities and patent protection for the Product in the Territory. Except as set forth in Section 10.3, below, Zavante shall acquire no other right, title or interest in the ERN Intellectual and Industrial Property and Confidential Information as a result of its performance hereunder. 10.2 All Zavante Intellectual and Industrial Property shall be the property of Zavante. ERN shall have, and Zavante hereby grants to ERN, a non-exclusive, non-transferable, and without any right to sublicense, license for the Territory to exploit, reproduce and distribute any Zavante Intellectual and Industrial Property and Zavante Confidential Information solely to the extent necessary to assist ERN in its performance hereunder, and to the maximum extent permitted under law. ERN shall acquire no other right, title or interest in the Zavante Intellectual and Industrial Property and Zavante Confidential Information as a result of its performance hereunder. 10.3 Zavante shall have the right to sublicense any of its rights granted under Section 10.1 to any of its Affiliates, and to any Third Party solely in connection with the manufacture of the Commercial Product to obtain Commercial Product Approval and for the importation, use, marketing, promotion, sale, and offer for sale of the Commercial Product by Zavante within the Territory during the Term.

Intellectual and Industrial Property. 10.1 (a) Schedule 5.9 (a) hereto exhaustively lists: (i) each patent, patent application, registered copyright and application therefor, registered trademark and application therefor (including those trademarks that have been in continuous use since 1990), registered design and application therefor (including priority dates and registration numbers) registered in the name of SCHLUMBERGER, the Selling Subsidiaries or any of the Acquired Companies related to the RPS Business; (ii) each material license or other agreement relating to any of the items listed in (i) above; and (iii) each material license or other similar agreement relating to any registered intellectual property owned by third parties to which SCHLUMBERGER, the Selling Subsidiaries or any of the Acquired Companies are a party and that are material to the current RPS Business. (b) The foregoing, together with all unregistered copyrights and trademarks, know-how, trade secrets and proprietary technology material to SCHLUMBERGER, the Selling Subsidiaries (or any of the Acquired Companies) in the conduct of the RPS Business or being developed by any third party for SCHLUMBERGER, the Selling Subsidiaries or any of the Acquired Companies, are herein referred to as the "Intellectual Property". On the Closing Date the Selling Subsidiaries shall transfer the Intellectual Property not already held by the Acquired Companies to BUYER and the Acquiring Subsidiaries, as the case may be. (c) Except as indicated in Schedule 5.9(a), SCHLUMBERGER, the Selling Subsidiaries and the Acquired Companies are the sole and exclusive owners of the Intellectual Property disclosed in Section 5.9(a)(i) above, and have a valid contractual right to use the Intellectual Property disclosed in Section 5.9(a)(iii) above. All ERN of the owned Intellectual Property disclosed in Section 5.9(a) above is held free and Industrial clear of any material encumbrances, and the right of SCHLUMBERGER, the Selling Subsidiaries and the Acquired Companies to use the licensed Intellectual Property disclosed in Section 5.9(a)(iii) is subject only to the terms of such licenses. (d) Except for intellectual property rights held or controlled by suppliers or sub-contractors of the RPS Business, the Intellectual Property constitutes all of the intellectual property currently used for, and necessary to, the conduct of the RPS Business, as it is presently conducted. No registration or application relating to any Intellectual Property, which is currently used in or is necessary for the conduct of the RPS Business has lapsed, expired or been abandoned or cancelled. (e) Except as set forth on Schedule 5.9 (e), no Intellectual Property is the property subject of ERN. Zavante shall haveany pending or threatened opposition, cancellation, interference or similar proceeding before any Governmental Entity, and ERN hereby grants to Zavante, an exclusive the best of SCHLUMBERGER's knowledge there are no claims pending or threatened (even as to ERN and its Affiliatesnor does SCHLUMBERGER know of any valid basis for any claim), non-transferable before any court or registration office challenging (except as permitted under Section 15.6)i) the registrability, and without validity, renewal or enforceability of any right Intellectual Property, (ii) the ownership rights of SCHLUMBERGER, the Selling Subsidiaries or the Acquired Companies with respect to sublicense owned Intellectual Property, or (except as permitted under Section 10.3)iii) SCHLUMBERGER's, license for the Territory Selling Subsidiaries' or the Acquired Companies' right, to exploituse the Intellectual Property on the grounds of infringement upon the proprietary rights of a third party. (f) Subject to the relevant third party rights, reproduce and distribute any ERN Intellectual and Industrial Property and ERN Confidential Information (including, for the avoidance consummation of doubt, any copyrights included this Agreement by SCHLUMBERGER will not result in the ERN loss, termination or impairment of any of the Intellectual and Industrial Property), to the maximum extent permitted under law, as reasonably required by Zavante to obtain regulatory approval for and commercialize the Product in the Territory, which license shall include, without limitation, Property nor will it affect the right of the BUYER to disclose, report and include any ERN use the Intellectual and Industrial Property and any General Developments in any filings or regulatory submissions to FDA or any other regulatory bodies in after the United States or elsewhere Closing. Except for confidentiality agreements signed in connection with the Product includingdivestiture of the RPS Business, without limitation, in order to obtain or extend marketing exclusivities and patent protection for neither SCHLUMBERGER nor the Product in Selling Subsidiaries nor the Territory. Except as set forth in Section 10.3, below, Zavante shall acquire no other right, title or interest in Acquired Companies has entered into any agreement outside of the ERN Intellectual and Industrial Property and Confidential Information as a result ordinary course of its performance hereunder. 10.2 All Zavante Intellectual and Industrial Property shall be the property of Zavante. ERN shall have, and Zavante hereby grants to ERN, a non-exclusive, non-transferable, and without any right to sublicense, license for the Territory to exploit, reproduce and distribute any Zavante Intellectual and Industrial Property and Zavante Confidential Information solely business with respect to the extent necessary to assist ERN in its performance hereunder, and to the maximum extent permitted under law. ERN shall acquire no other right, title or interest in the Zavante Intellectual and Industrial Property and Zavante Confidential Information as a result of its performance hereunder. 10.3 Zavante shall have the right to sublicense any of its rights granted under Section 10.1 to any of its Affiliates, and to any Third Party solely in connection with the manufacture maintenance of the Commercial Product to obtain Commercial Product Approval and for the importation, use, marketing, promotion, sale, and offer for sale secrecy or confidentiality of the Commercial Product by Zavante within the Territory during the Termany Intellectual Property.

Intellectual and Industrial Property. 10.1 All ERN Intellectual and Industrial Property is the property of ERN13.1. Zavante shall have, and ERN hereby grants to Zavante, an exclusive (even as to ERN and its Affiliates), non-transferable (except as permitted under Section 15.6), and without any right to sublicense (except as permitted under Section 10.3), license for the Territory to exploit, reproduce and distribute any ERN Intellectual and Industrial Property and ERN Confidential Information (including, for the avoidance of doubt, any copyrights included in the ERN Intellectual and Industrial Property), Licensor to the maximum extent permitted under law, as reasonably required by Zavante to obtain regulatory approval for and commercialize the Product in the Territory, which license shall include, without limitation, best of its knowledge warrants that it has the right to discloseenter into this Agreement and no provision of this Agreement will violate, report conflict or infringe upon any rights whatsoever of any person, firm or corporation. 13.2. Neither party shall during the continuance of this Agreement or thereafter use, divulge or communicate to any person whomsoever any confidential information concerning the other party or the practices, dealings, transactions or affairs of the other party which may have been acquired by the party pursuant to the performance of this Agreement, save as required by law. 13.3. Licensee shall imprint or cause to be imprinted on all relevant written materials supplied hereunder and include all copies thereof a copyright notice to the effect that the said materials are subject to copyright and are confidential and are not to be disclosed to others or publicly disseminated. 13.4. Licensee shall imprint or cause to be imprinted on all Products the subject of a patent manufactured or supplied under this Agreement a patent notice to the effect that the same are subject to patent rights. 13.5. Licensee shall not do or commit any ERN Intellectual act or omission whereby patent or other rights of Licensor in respect of the subject matter of the Patents and Industrial Property Technical Information may become prejudiced, void or voidable. 13.6. Under the Research Agreement, Licensor has agreed to license any patents or patent applications invented, discovered or created in the course of the Research to Licensee, subject to the terms and conditions of this License Agreement. In such event, the parties will amend Exhibit A and any General Developments in any filings such additional patents or regulatory submissions to FDA or any other regulatory bodies in the United States or elsewhere in connection with the Product including, without limitation, in order to obtain or extend marketing exclusivities and patent protection for the Product in the Territory. Except applications will be treated as set forth in Section 10.3, below, Zavante shall acquire no other right, title or interest in the ERN Intellectual and Industrial Property and Confidential Information as a result of its performance Patents hereunder. 10.2 All Zavante Intellectual 13.7. Each party may defend any action brought against it alleging that the Patents, the Technical Information or the License infringes patent or other rights belonging to a third party. 13.8. Licensee shall, at its reasonable discretion, notify Licensor of any infringement of the Patents and Industrial Property shall be the property of Zavante. ERN shall have, and Zavante hereby grants to ERN, a non-exclusive, non-transferable, and without any right to sublicense, license for Technical Information in the Territory by third parties (“Infringement”). Licensor has the obligation to exploitdiligently prosecute any Infringement. If Licensor fails to meet such obligation, reproduce and distribute any Zavante Intellectual and Industrial Property and Zavante Confidential Information solely to the extent necessary to assist ERN in its performance hereunder, and to the maximum extent permitted under law. ERN shall acquire no other right, title or interest in the Zavante Intellectual and Industrial Property and Zavante Confidential Information as a result of its performance hereunder. 10.3 Zavante Licensee shall have the right right, but not the obligation, upon five (5) days written notice, to sublicense take control of the prosecution of an Infringement and bear the costs of such proceedings. The Party that meets the obligation of prosecuting any Infringement (i) shall be entitled to all damages and costs (if any) awarded against third parties in favor of its rights granted under Section 10.1 to any of its AffiliatesLicensee or Licensor, and (ii) shall have the control and conduct of all negotiations for settlement or compromise of such proceedings. 13.9. In relation to any Third Party solely the filing, prosecution and maintenance of Patents: (a) Licensee shall be responsible for the preparation, filing, prosecution and maintenance of all patent applications and Patents in connection Australia, the United States, and in those other countries selected by Licensee. Prosecution shall be conducted by attorneys selected and supervised by Licensee, to which Licensor has no reasonable objection. Licensee will keep Licensor apprised as to the status of each of the patent applications and Patents. (b) Licensee shall be responsible for all costs associated with the manufacture prosecution and maintenance of the Commercial Product licensed Patents. These costs shall be billed directly to obtain Commercial Product Approval Licensee by associated attorneys. (c) each party shall give such reasonable assistance, cooperation and for information to the importation, use, marketing, promotion, sale, and offer for sale of the Commercial Product by Zavante within the Territory during the Termother as shall be required to assist that party to carry out its obligations under this Agreement.