Common use of Intellectual Property and Licenses Clause in Contracts

Intellectual Property and Licenses. 7.1 The ownership of VIDARA’S TECHNOLOGY and shall remain with VIDARA and shall not vest in BI RCV. 7.2 The ownership of BI RCV’S TECHNOLOGY shall remain with BI RCV and shall not vest in VIDARA. 7.3 BI RCV shall retain ownership of BI RCV’S IMPROVEMENTS. BI RCV hereby grants to VIDARA a non exclusive, perpetual, sublicenseable, royalty free license under BI RCV’S IMPROVEMENTS (i) to the extent necessary to develop, use, import, offer for sale and sell products containing INTERFERON GAMMA 1b in the name and on the account of VIDARA in the TERRITORY, and (ii) in the event VIDARA transfer the process to a second source manufacturer as permitted under this AGREEMENT, to make and have made products containing INTERFERON GAMMA 1b in the name and on account of VIDARA in the TERRITORY, whereby in each case VIDARA shall assume the costs to be paid by BI RCV for awards to inventors of BI RCV’S IMPROVEMENTS, as such awards are set forth in written agreements between BI RCV and such inventor or in an applicable industry labor contract or mandatory by Austrian laws. 7.4 The Parties shall each have an undivided one-half ownership interest in any INFORMATION jointly conceived of or reduced to practice by the Parties pursuant to the ORIGINAL SUPPLY AGREEMENT, the RESTATED SUPPLY AGREEMENT, the AMENDED AND RESTATED AGREEMENT and/or this AGREEMENT (“JOINT INFORMATION”). VIDARA shall *** of any JOINT INFORMATION that comprises (a) any regulatory filing (or documentation and raw data relating thereto) relating to PRODUCT manufactured hereunder or the ORIGINAL SUPPLY AGREEMENT, the RESTATED SUPPLY AGREEMENT or the AMENDED AND RESTATED AGREEMENT, or (b) any manufacturing documentation (including without limitation batch records) relating to PRODUCT manufactured hereunder or the ORIGINAL SUPPLY AGREEMENT, the RESTATED SUPPLY AGREEMENT or the AMENDED AND RESTATED AGREEMENT (“PRODUCT INFORMATION”). Upon request by VIDARA, without additional consideration, BI RCV agrees to promptly execute documents, testify and take other acts at VIDARA’s expense as VIDARA may deem necessary or desirable to procure, maintain, perfect, and enforce the full benefits, enjoyment, rights, title and interest of the PRODUCT INFORMATION, on a worldwide basis. In the event VIDARA is unable for any reason, after reasonable effort, to secure BI RCV’s signature on any document needed in connection with the actions specified in this Section 7.4, BI RCV hereby irrevocably designates and appoints VIDARA and its duly authorised officers and agents as its agent and attorney in fact, which appointment is coupled with an interest, to act for and in its behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 7.4 with the same legal force and effect as if executed by BI RCV. 7.5 VIDARA hereby grants to BI RCV (with the right to sublicense solely to BI Pharma KG) a non-exclusive, nontransferable license to use VIDARA’S TECHNOLOGY solely for the purpose of manufacturing PRODUCT for VIDARA, as provided in this AGREEMENT. The license granted under this Section shall automatically terminate upon the expiration or termination of this AGREEMENT.

Intellectual Property and Licenses. 7.1 8.1 The ownership of VIDARA’S TECHNOLOGY HORIZON BACKGROUND IP and PRODUCT is and shall remain with VIDARA HORIZON and shall not vest in BI RCVBI. 7.2 8.2 The ownership of BI RCVBI’S TECHNOLOGY BACKGROUND IP is and shall remain with BI RCV and shall not vest in VIDARAHORIZON. 7.3 BI RCV 8.3 HORIZON shall retain have the exclusive ownership of all HORIZON IMPROVEMENTS. […***…]. BI RCV’S agrees to assign and hereby assigns to HORIZON all right title and interest it may have in any HORIZON IMPROVEMENTS. BI RCV shall ensure that all entities and individuals that perform any work are subject to an obligation to assign (directly or through their employer) all rights in an HORIZON IMPROVEMENTS to BI, so that they may be further assigned to HORIZON as set forth above. BI shall provide reasonable assistance to HORIZON for any action which may be necessary to assign or otherwise transfer any rights to HORIZON IMPROVEMENTS contemplated by this Section 8.3. BI shall notify HORIZON in writing within […***…] of becoming aware of any HORIZON IMPROVEMENTS. 8.4 BI shall have the exclusive ownership of all BI IMPROVEMENTS. […***…]. HORIZON agrees to assign and hereby assigns to BI (and/or any designated AFFILIATE) all right, title and interest it may have in any BI IMPROVEMENTS. HORIZON shall ensure that all entities and individuals that perform any work are subject to an obligation to assign (directly or through their employer) all rights in BI IMPROVEMENTS to HORIZON, so that they may be further assigned to BI (and/or any designated AFFILIATE) as set forth above. HORIZON shall provide reasonable assistance to BI (and/or any designated AFFILIATE) for any action which may be necessary to assign or otherwise transfer such rights to BI IMPROVEMENTS contemplated by this Section 8.4. 8.5 BI hereby grants to VIDARA HORIZON a non non-exclusive, perpetualperpetual (subject to Horizon’s payment of all undisputed amounts under this AGREEMENT), sublicenseablesublicenseable (through multiple tiers), royalty free license under the BI RCV’S IMPROVEMENTS and BI BACKGROUND IP (i) to the extent necessary to develop, use, import, offer for sale and sell products containing INTERFERON GAMMA 1b in the name and on the account of VIDARA HORIZON (or its successor in interest) throughout the TERRITORYworld, and (ii) in the event VIDARA transfer the process HORIZON is entitled to request a second source manufacturer as permitted under this AGREEMENTTECHNOLOGY TRANSFER in accordance with Section 14.4.1, to make and have made products containing INTERFERON GAMMA 1b in the name and on account of VIDARA HORIZON (or CONFIDENTIAL XxxX: 151373 its successor in interest) throughout the TERRITORYworld, whereby in each case VIDARA HORIZON shall assume the costs to be paid by BI RCV for awards to inventors of BI RCV’S IMPROVEMENTS, as such awards are set forth in written agreements between BI RCV and such inventor or in an applicable industry labor contract or mandatory by Austrian applicable laws, but solely to the extent that BI has given HORIZON written notice of such costs and inventors. 7.4 The Parties shall each have an undivided one-half ownership interest in any INFORMATION jointly conceived of or reduced to practice by the Parties pursuant to the ORIGINAL SUPPLY AGREEMENT, the RESTATED SUPPLY AGREEMENT, the AMENDED AND RESTATED AGREEMENT and/or this AGREEMENT (“JOINT INFORMATION”). VIDARA shall *** of any JOINT INFORMATION that comprises (a) any regulatory filing (or documentation and raw data relating thereto) relating to PRODUCT manufactured hereunder or the ORIGINAL SUPPLY AGREEMENT, the RESTATED SUPPLY AGREEMENT or the AMENDED AND RESTATED AGREEMENT, or (b) any manufacturing documentation (including without limitation batch records) relating to PRODUCT manufactured hereunder or the ORIGINAL SUPPLY AGREEMENT, the RESTATED SUPPLY AGREEMENT or the AMENDED AND RESTATED AGREEMENT (“PRODUCT INFORMATION”). Upon request by VIDARA, without additional consideration, BI RCV agrees to promptly execute documents, testify and take other acts at VIDARA’s expense as VIDARA may deem necessary or desirable to procure, maintain, perfect, and enforce the full benefits, enjoyment, rights, title and interest of the PRODUCT INFORMATION, on a worldwide basis. In the event VIDARA is unable for any reason, after reasonable effort, to secure BI RCV’s signature on any document needed in connection with the actions specified in this Section 7.4, BI RCV hereby irrevocably designates and appoints VIDARA and its duly authorised officers and agents as its agent and attorney in fact, which appointment is coupled with an interest, to act for and in its behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 7.4 with the same legal force and effect as if executed by BI RCV. 7.5 VIDARA 8.6 HORIZON hereby grants to BI RCV (with the right to sublicense solely to BI Pharma KG) a non-exclusive, nontransferable nonsublicensable (except to BI’s AFFILIATES and PERMITTED SUBCONTRACTORS solely to perform the services under and in accordance with this Agreement, without the right to further sublicense) license to use VIDARA’S TECHNOLOGY HORIZON BACKGROUND IP and HORIZON IMPROVEMENTS solely for the purpose of manufacturing PRODUCT and DRUG SUBSTANCE for VIDARAHORIZON, as provided in this AGREEMENT. The license granted under this Section 8.6 shall automatically terminate upon the expiration or effective termination of this AGREEMENT.

Intellectual Property and Licenses. 7.1 7.1. The ownership of VIDARA’S INTERMUNE'S TECHNOLOGY and shall remain with VIDARA InterMune and shall not vest in BI RCVAustria. 7.2 7.2. The ownership of BI RCV’S AUSTRIA'S TECHNOLOGY shall remain with BI RCV Austria and shall not vest in VIDARAInterMune. 7.3 7.3. BI RCV Austria shall retain ownership of BI RCV’S AUSTRIA'S IMPROVEMENTS. BI RCV Austria hereby grants to VIDARA InterMune a non non-exclusive, perpetual, sublicenseable, royalty royalty-free license under BI RCV’S AUSTRIA'S IMPROVEMENTS (i) to the extent necessary to develop, use, make, have made, import, offer for sale and sell products containing INTERFERON GAMMA 1b in the name and on the account of VIDARA in the TERRITORY, and (ii) in the event VIDARA transfer the process to a second source manufacturer as permitted under this AGREEMENT, to make and have made products containing INTERFERON GAMMA 1b in the name and on account of VIDARA in the TERRITORY, whereby in each case VIDARA InterMune shall assume the costs to be paid by BI RCV Austria for awards to inventors of BI RCV’S AUSTRIA'S IMPROVEMENTS, as such awards are set forth in written agreements between BI RCV Austria and such inventor or in an applicable industry labor contract or mandatory by Austrian lawscontract. 7.4 7.4. The Parties shall each have an undivided one-half ownership interest in any INFORMATION jointly conceived of or reduced to practice by the Parties pursuant to the ORIGINAL SUPPLY AGREEMENT, the RESTATED SUPPLY AGREEMENT, the AMENDED AND RESTATED AGREEMENT and/or this AGREEMENT Agreement (“"JOINT INFORMATION”"). VIDARA InterMune shall **[ * ] of any JOINT INFORMATION that comprises (a) any regulatory filing (or documentation and raw data relating thereto) relating to PRODUCT manufactured hereunder or the ORIGINAL SUPPLY AGREEMENT, the RESTATED SUPPLY AGREEMENT or the AMENDED AND RESTATED AGREEMENThereunder, or (b) any manufacturing documentation (including without limitation batch records) relating to PRODUCT manufactured hereunder or the ORIGINAL SUPPLY AGREEMENT, the RESTATED SUPPLY AGREEMENT or the AMENDED AND RESTATED AGREEMENT (“"PRODUCT INFORMATION”"). Upon request by VIDARAInterMune, without additional consideration, BI RCV Austria agrees to promptly execute documents, testify and take other acts at VIDARA’s InterMune's expense as VIDARA may deem necessary or desirable to procure[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, maintainMARKED BY BRACKETS, perfectHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, and enforce the full benefits, enjoyment, rights, title and interest of the PRODUCT INFORMATION, on a worldwide basis. In the event VIDARA is unable for any reason, after reasonable effort, to secure BI RCV’s signature on any document needed in connection with the actions specified in this Section 7.4, BI RCV hereby irrevocably designates and appoints VIDARA and its duly authorised officers and agents as its agent and attorney in fact, which appointment is coupled with an interest, to act for and in its behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 7.4 with the same legal force and effect as if executed by BI RCVAS AMENDED. 7.5 VIDARA hereby grants to BI RCV (with the right to sublicense solely to BI Pharma KG) a non-exclusive, nontransferable license to use VIDARA’S TECHNOLOGY solely for the purpose of manufacturing PRODUCT for VIDARA, as provided in this AGREEMENT. The license granted under this Section shall automatically terminate upon the expiration or termination of this AGREEMENT.

Intellectual Property and Licenses. 7.1 The ownership of VIDARAINTERMUNE’S TECHNOLOGY and shall remain with VIDARA InterMune and shall not vest in BI RCVAustria. 7.2 The ownership of BI RCVAUSTRIA’S TECHNOLOGY shall remain with BI RCV Austria and shall not vest in VIDARAInterMune. 7.3 BI RCV Austria shall retain ownership of BI RCVAUSTRIA’S IMPROVEMENTS. BI RCV Austria hereby grants to VIDARA InterMune a non exclusive, perpetual, sublicenseable, royalty free [*] license under BI RCVAUSTRIA’S IMPROVEMENTS (i) to the extent necessary to develop, use, import, offer for sale and sell products containing INTERFERON GAMMA 1b in the name and on the account of VIDARA InterMune in the TERRITORY, and (ii) in the event VIDARA InterMune transfer the process to a second source manufacturer as permitted under this AGREEMENT, to make and have made products containing INTERFERON GAMMA 1b in the name and on account of VIDARA InterMune in the TERRITORY, whereby in each case VIDARA InterMune shall assume the costs to be paid by BI RCV Austria for awards to inventors of BI RCVAUSTRIA’S IMPROVEMENTS, as such awards are set forth in written agreements between BI RCV Austria and such inventor or in an applicable industry labor contract or mandatory by Austrian laws. 7.4 The Parties shall each have an undivided one-half ownership interest in any INFORMATION jointly conceived of or reduced to practice by the Parties pursuant to the ORIGINAL SUPPLY AGREEMENT, the RESTATED SUPPLY AGREEMENT, the AMENDED AND RESTATED AGREEMENT and/or this AGREEMENT (“JOINT INFORMATION”). VIDARA [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. InterMune shall [*** ] of any JOINT INFORMATION that comprises (a) any regulatory filing (or documentation and raw data relating thereto) relating to PRODUCT manufactured hereunder or the ORIGINAL SUPPLY AGREEMENT, the RESTATED SUPPLY AGREEMENT or the AMENDED AND RESTATED AGREEMENT, or (b) any manufacturing documentation (including without limitation batch records) relating to PRODUCT manufactured hereunder or the ORIGINAL SUPPLY AGREEMENT, the RESTATED SUPPLY AGREEMENT or the AMENDED AND RESTATED AGREEMENT (“PRODUCT INFORMATION”). Upon request by VIDARAInterMune, without additional consideration, BI RCV Austria agrees to promptly execute documents, testify and take other acts at VIDARAInterMune’s expense as VIDARA InterMune may deem necessary or desirable to procure, maintain, perfect, and enforce the full benefits, enjoyment, rights, title and interest of the PRODUCT INFORMATION, on a worldwide basis. In the event VIDARA InterMune is unable for any reason, after reasonable effort, to secure BI RCVAustria’s signature on any document needed in connection with the actions specified in this Section 7.4, BI RCV Austria hereby irrevocably designates and appoints VIDARA InterMune and its duly authorised authorized officers and agents as its agent and attorney in fact, which appointment is coupled with an interest, to act for and in its behalf to execute, verify and file any such documents and to do all other lawfully permitted acts to further the purposes of this Section 7.4 with the same legal force and effect as if executed by BI RCVAustria. 7.5 VIDARA InterMune hereby grants to BI RCV Austria (with the right to sublicense solely to BI Pharma KG) a non-exclusive, nontransferable license to use VIDARAINTERMUNE’S TECHNOLOGY solely for the purpose of manufacturing PRODUCT for VIDARAInterMune, as provided in this AGREEMENT. The license granted under this Section shall automatically terminate upon the expiration or termination of this AGREEMENT.