Common use of Intellectual Property and Ownership Clause in Contracts

Intellectual Property and Ownership. 6.1 Distributor acknowledges and agrees that: (a) All intellectual property rights pertaining to the Product(s), including but not limited to patents, know-how, copyright, trademarks, whether protectable or not, registered and unregistered, owned and/or otherwise used by Supplier and all goodwill related thereto (collectively, the “IP Rights”) are and shall remain at all time, as between Supplier and Distributor, the exclusive property of Supplier and may not be exploited, reproduced or used by Distributor except as expressly permitted under this Agreement. (b) Distributor shall not have or acquire any right, title or interest in or otherwise become entitled to any IP Rights by taking delivery of, making payment for, distributing and/or selling or otherwise using or transferring the Product(s). (c) Distributor shall take all reasonable measures to ensure that all IP Rights of Supplier shall remain with Supplier, including promptly notifying Supplier of any possible infringement by third parties of Supplier’s IP Rights and participating with Supplier, at Supplier’s expense, in any legal action against such infringement that in Supplier’s sole judgment is required for protection or prosecution of Supplier’s rights. (d) Supplier shall be the owner of the Product Registration in the Territory Distributor shall forward a copy of the completed registration as soon as the registration is completed and finalized 6.2 Without derogating from Section 6.1 above: (a) Supplier may at any time affix Supplier’s trade name, service marks or trademarks (the “Trademarks”) to any of the Product(s) and use the Trademarks in relation to any services Supplier provides hereunder in connection with the Product(s); Distributor shall not make any changes to the Trademarks used on Products by Supplier. (b) Distributor shall not have or acquire any right, title or interest in or otherwise become entitled to use any of the Supplier’s Trademarks, either alone or in conjunction with other words or names, or use the goodwill thereof, without the express written consent of Supplier in each instance; and (c) Distributor shall not to apply for or oppose registration of any trademarks, including the Trademarks, used by Supplier. 6.3 Nothing contained in this Agreement shall be construed as conferring on either party any right or imposing any obligation to use in advertising, publicity or otherwise any trademark, name or symbol of the other party, or any contraction, abbreviation or simulation, except as expressly provided for in this Agreement. 6.4 Distributor acknowledges that no license or right is granted hereby with respect to Supplier’s intellectual property.

Intellectual Property and Ownership. 6.1 Distributor acknowledges and agrees that: (a) All Supplier represents and warrants that with regard to all intellectual property rights (including patents and trademarks) annexed to the Products, that up to his knowledge : (a) it holds legal and sufficient intellectual property rights over the Products, (b) at time of signature it has not received any notice, claim or sxx from any third party, based on a possible infringement by the Product’s intellectual property right, and (c) during all the duration of the Agreement it will hold Distributor harmless against any possible third parties’ claims due to Products’ infringement of third parties’ intellectual property rights. Distributor acknowledges and agrees that all intellectual property rights pertaining to the Product(s), including but not limited to patents, know-how, copyright, trademarks, whether protectable or not, registered and unregistered, owned and/or otherwise used by Supplier and all goodwill related thereto Product (collectively, the “IP Rights”s) are and shall remain at all time, as between Supplier and Distributor, the exclusive property of Supplier and may not be exploited, reproduced or used by Distributor except as expressly permitted under this Agreement.{....} (b) Distributor shall not have or acquire any right, title or interest in or otherwise become entitled to any IP Rights by taking delivery of, making payment for, distributing and/or selling or otherwise using or transferring the Product(s). (c) Distributor shall take all reasonable measures to ensure that all IP Rights of Supplier shall remain with Supplier, including promptly notifying Supplier of any possible infringement by third parties of Supplier’s IP Rights and participating with Supplier, at Supplier’s expense, in any legal action against such infringement that in Supplier’s sole judgment is required for protection or prosecution of Supplier’s rights. (d) Supplier Distributor shall be the owner of the Product Registration in the Territory Distributor shall forward a copy of the completed registration as soon as the registration is completed and finalizedTerritory. 6.2 Without derogating from Section 6.1 above: (a) Supplier may at any time affix Supplier’s trade name, service marks or trademarks (the “Trademarks”) to any of the Product(s) and use the Trademarks in relation to any services Supplier provides hereunder in connection with the Product(s); Distributor shall not make any changes to the Trademarks used on Products by Supplier. (b) Distributor shall not have or acquire any right, title or interest in or otherwise become entitled to use any of the Supplier’s Trademarks, either alone or in conjunction with other words or names, or use the goodwill thereof, without the express written consent of Supplier in each instance; and (c) Distributor shall not to apply for or oppose registration of any trademarks, including the Trademarks, used by Supplier. 6.3 Nothing contained in this Agreement shall be construed as conferring on either party any right or imposing any obligation to use in advertising, publicity or otherwise any trademark, name or symbol of the other party, or any contraction, abbreviation or simulationsimulation thereof, except as expressly provided for in this Agreement. 6.4 Distributor acknowledges that no license or right is granted hereby with respect to Supplier’s intellectual property.

Intellectual Property and Ownership. 6.1 Distributor acknowledges and agrees that: (a) All intellectual property rights pertaining to the Product(s)) and any improvement thereof, including but not limited to patents, know-how, copyright, trademarks, whether protectable or not, registered and unregistered, owned and/or otherwise used by Supplier and all goodwill related thereto (collectively, the “IP Rights”) are and shall remain at all time, as between Supplier and Distributor, the exclusive property of Supplier and may not be exploited, reproduced or used by Distributor except as expressly permitted under this Agreement. (b) Distributor shall not have or acquire any right, title or interest in or otherwise become entitled to any IP Rights by taking delivery of, making payment for, distributing and/or selling or otherwise using or transferring the Product(s). (c) Distributor shall take all reasonable measures to ensure that all IP Rights of Supplier shall remain with Supplier, including promptly notifying Supplier of any possible infringement by third parties of Supplier’s IP Rights and participating with Supplier, at Supplier’s expense, in any legal action against such infringement that in Supplier’s sole judgment is required for protection or prosecution of Supplier’s rights. (d) Supplier shall be the sole owner of the Product Registration in the Territory Territory. Distributor shall forward a copy of the completed registration as soon as the registration is completed and finalized 6.2 Without derogating from Section 6.1 above: (a) Supplier may at any time affix Supplier’s trade name, service marks or trademarks (the “Trademarks”) to any of the Product(s) and use the Trademarks in relation to any services Supplier provides hereunder in connection with the Product(s); Distributor shall not make any changes to the Trademarks used on Products by Supplier. (b) Distributor shall not have or acquire any right, title or interest in or otherwise become entitled to use any of the Supplier’s Trademarks, either alone or in conjunction with other words or names, or use the goodwill thereof, without the express written consent of Supplier in each instance; and (c) Distributor shall not to apply for or oppose registration of any trademarks, including the Trademarks, used by Supplier. 6.3 Nothing contained in this Agreement shall be construed as conferring on either party any right or imposing any obligation to use in advertising, publicity or otherwise any trademark, name or symbol of the other party, or any contraction, abbreviation or simulation, except as expressly provided for in this Agreement. 6.4 Distributor acknowledges that no license or right is granted hereby with respect to Supplier’s intellectual property.

Intellectual Property and Ownership. 6.1 Distributor acknowledges and agrees that: (a) All intellectual property rights pertaining 11.1 The Novartis Materials transferred to the Product(s), including but not limited to patents, know-how, copyright, trademarks, whether protectable or not, registered and unregistered, owned and/or otherwise used by Supplier and all goodwill related thereto (collectively, the “IP Rights”) are and Avalon in connection with this Agreement shall remain at all timethe confidential and proprietary property of Novartis or its Affiliates, as between Supplier the case may be, during and Distributor, after the exclusive term of this Agreement. Avalon shall not acquire any rights to any of the Novartis Materials or derivatives or progeny thereof. 11.2 All data and information provided to Avalon by or on behalf of Novartis or its Affiliates under this Agreement shall remain the property of Supplier and Novartis or its Affiliates, as the case may be. Avalon shall not be exploited, reproduced acquire any rights to any of the data or used by Distributor except information as expressly permitted a result of performing its obligations under this Agreement. (b) Distributor shall not have or acquire any right, title or interest in or otherwise become entitled 11.3 The provision of Novartis Materials to any IP Rights Avalon by taking delivery of, making payment for, distributing and/or selling or otherwise using or transferring the Product(s). (c) Distributor shall take all reasonable measures Novartis constitutes a limited license to ensure that all IP Rights of Supplier shall remain with Supplier, including promptly notifying Supplier of any possible infringement by third parties of Supplier’s IP Rights and participating with Supplier, at Supplier’s expense, in any legal action against such infringement that in Supplier’s sole judgment is required for protection or prosecution of Supplier’s rights. (d) Supplier shall be the owner of the Product Registration in the Territory Distributor shall forward a copy of the completed registration as soon as the registration is completed and finalized 6.2 Without derogating from Section 6.1 above: (a) Supplier may at any time affix Supplier’s trade name, service marks or trademarks (the “Trademarks”) Avalon to any of the Product(s) and use the Trademarks in relation to any services Supplier provides hereunder in connection with Novartis Materials solely for the Product(s); Distributor shall not make any changes to the Trademarks used on Products by Supplier. (b) Distributor shall not have or acquire any right, title or interest in or otherwise become entitled to use any purposes of the Supplier’s Trademarks, either alone or in conjunction with other words or names, or use the goodwill thereof, without the express written consent of Supplier in each instance; and (c) Distributor shall not to apply for or oppose registration of any trademarks, including the Trademarks, used by Supplier. 6.3 performing its obligations under this Agreement. Nothing contained in this Agreement herein shall be construed as conferring on either party a grant of any right other rights to Avalon by Novartis or imposing its Affiliates under any obligation patents. 11.4 Except as provided in Section 11.7, all data, results, inventions (whether patentable or not) and know-how made, conceived, generated or obtained by Avalon pursuant to use in advertisingthe Project shall be the sole and exclusive property of Novartis, publicity who shall be free to transfer or otherwise dispose of them as it sees fit (“Novartis Invention”). Except as provided in Section 11.7, Avalon shall have no rights to any trademarkdata, name results, inventions (whether patentable or symbol not) and know-how made, conceived, generated or obtained by Avalon pursuant to the Project. *** The asterisks denote the confidential portions of this document that have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the other partySecurities Act of 1933, as amended. 11.5 Avalon shall promptly provide notice to Novartis of all inventions (whether patentable or any contraction, abbreviation or simulationnot) made by Avalon pursuant to the Project, except those which relate exclusively to assays and not to any Novartis Materials or the Deliverables. Novartis shall, if it deems appropriate in its sole discretion, file patent applications on any such patentable invention and shall have all rights in the resulting patent applications and patents. 11.6 Avalon shall promptly execute all documents and take all such other action as expressly may be reasonably requested by Novartis to assign any Novartis Invention to Novartis or its designee or otherwise to permit Novartis to obtain the benefit of its rights under this Agreement thereto, and shall cause all employees and collaborators to take such action. In particular, Avalon shall make available all relevant laboratory data in electronic form and samples of materials obtained in the course of performing the Project, and shall fully cooperate in the preparation, filing, prosecution and maintenance of all intellectual property rights, in any countries with respect to Novartis Inventions. Novartis shall reimburse Avalon for any reasonable out-of-pocket expenses required to be incurred in connection therewith. Avalon shall inform Novartis of any matters that, in Avalon’s reasonable opinion, may adversely affect the preparation, filing, prosecution or maintenance of any such intellectual property rights promptly after Avalon learns of any such matter. 11.7 Notwithstanding any other provision of this Agreement, all data, results, inventions (whether patentable or not) and know-how made, conceived, generated or obtained solely by employees of Avalon in performing its obligations under this Agreement and which relate exclusively to Avalon’s processes or procedures and not to any Novartis Materials or the Deliverables (“Avalon Assay Intellectual Property”), shall be the sole and exclusive property of Avalon, who shall be free to transfer or otherwise dispose of them as it sees fit. Except as provided for in this Agreement, Novartis shall have no rights to any Avalon Assay Intellectual Property. 6.4 Distributor acknowledges that no license 11.8 The Parties shall jointly own all data, results, inventions (whether patentable or right is granted hereby not) and know-how jointly made, conceived, generated or obtained by employees of Avalon and Novartis pursuant to the Project and which relate exclusively to Avalon’s processes or procedures and not to any Novartis Materials (“Joint Assay Intellectual Property”). With regard to patentable inventions referred to in this Section, inventorship will be determined in accordance with respect to Supplier’s intellectual propertyUS inventorship law.

Intellectual Property and Ownership. 6.1 Distributor acknowledges and agrees that: (a) All intellectual property rights pertaining to the Product(s), including but not limited to patents, know-how, copyright, trademarks, whether protectable or not, registered and unregistered, owned and/or otherwise used by Supplier and all goodwill related thereto (collectively, the “IP Rights”) are and shall remain at all time, as between Supplier and Distributor, the exclusive property of Supplier and may not be exploited, reproduced or used by Distributor except as expressly permitted under this Agreement. (b) Distributor shall not have or acquire any right, title or interest in or otherwise become entitled to any IP Rights by taking delivery of, making payment for, distributing and/or selling or otherwise using or transferring the Product(s). (c) Distributor shall take all reasonable measures to ensure that all IP Rights of Supplier shall remain with Supplier, including promptly notifying Supplier of any possible infringement by third parties of Supplier’s IP Rights and participating with Supplier, at Supplier’s expense, in any legal action against such infringement that in Supplier’s sole judgment is required for protection or prosecution of Supplier’s rights. (d) Supplier shall be the owner of the Product Registration in the Territory Distributor shall forward a copy of the completed registration as soon as the registration is completed and finalizedTerritory. 6.2 Without derogating from Section 6.1 above: (a) Supplier may at any time affix Supplier’s trade name, service marks or trademarks (the “Trademarks”) to any of the Product(s) and use the Trademarks in relation to any services Supplier provides hereunder in connection with the Product(s); Distributor shall not make any changes to the Trademarks used on Products by Supplier. (b) Distributor shall not have or acquire any right, title or interest in or otherwise become entitled to use any of the Supplier’s Trademarks, either alone or in conjunction with other words or names, or use the goodwill thereof, without the express written consent of Supplier in each instance; and (c) Distributor shall not to apply for or oppose registration of any trademarks, including the Trademarks, used by Supplier. 6.3 Nothing contained in this Agreement shall be construed as conferring on either party any right or imposing any obligation to use in advertising, publicity or otherwise any trademark, name or symbol of the other party, or any contraction, abbreviation or simulationsimulation thereof, except as expressly provided for in this Agreement. 6.4 Distributor acknowledges that no license or right is granted hereby with respect to Supplier’s intellectual property.

Intellectual Property and Ownership. 6.1 Distributor acknowledges and agrees that: (a) a. All intellectual property rights pertaining to the Product(s), including but not limited to patents, know-how, copyright, trademarks, whether protectable or not, registered and unregistered, owned and/or otherwise used by Supplier and all goodwill related thereto (collectively, the “IP Rights”) are and shall remain at all time, as between Supplier and Distributor, the exclusive property of Supplier and may not be exploited, reproduced or used by Distributor except as expressly / impliedly permitted under this Agreement. Contract No.: COD-001-10 (b) b. Distributor shall not have or acquire any right, title or interest in or otherwise become entitled to any IP Rights by taking delivery of, making payment for, distributing and/or selling or otherwise using or transferring the Product(s). (c) c. Distributor shall take all reasonable measures to ensure that all IP Rights of Supplier shall remain with Supplier, including promptly notifying Supplier of any possible infringement by third parties of Supplier’s IP Rights and participating with assisting the Supplier, at Supplier’s expense, in any legal action against such infringement that in Supplier’s sole judgment is required for protection or prosecution of Supplier’s rights. (d) d. Supplier shall be the owner of the Product Registration in the Territory (if applicable). Distributor shall forward a copy of the completed registration as soon as the registration is completed and finalized 6.2 Without derogating from Section 6.1 above: (a) a. Supplier may at any time affix Supplier’s trade name, service marks or trademarks (the “Trademarks”) to any of the Product(s) and use the Trademarks in relation to any services Supplier provides hereunder in connection with the Product(s); Distributor shall not make any changes to the Trademarks used on Products by Supplier. (b) b. Distributor shall not have or acquire any right, title or interest in or otherwise become entitled to use any of the Supplier’s Trademarks, either alone or in conjunction with other words or names, or use the goodwill thereof, without the express written consent of Supplier in each instance; and (c) c. Distributor shall not to apply for or oppose registration of any trademarks, including the Trademarks, used by Supplier. 6.3 Nothing contained in this Agreement shall be construed as conferring on either party any right or imposing any obligation to use in advertising, publicity or otherwise any trademark, name or symbol of the other party, or any contraction, abbreviation or simulation, except as expressly provided for in this Agreement. 6.4 Distributor acknowledges that no license or right is granted hereby with respect to Supplier’s intellectual property.

Intellectual Property and Ownership. 6.1 Distributor acknowledges and agrees that: (a) All intellectual property rights pertaining to the Product(s), including but not limited to patents, know-how, copyright, trademarks, whether protectable or not, registered and unregistered, owned and/or otherwise used by Supplier and all goodwill related thereto (collectively, the “IP Rights”) are and shall remain at all time, as between Supplier and Distributor, the exclusive property of Supplier and may not be exploited, reproduced or used by Distributor except as expressly permitted under this Agreement. (b) Distributor shall not have or acquire any right, title or interest in or otherwise become entitled to any IP Rights by taking delivery of, making payment for, distributing and/or selling or otherwise using or transferring the Product(s). (c) Distributor shall take all reasonable measures to ensure that all IP Rights of Supplier shall remain with Supplier, including promptly notifying Supplier of any possible infringement by third parties of Supplier’s IP Rights and participating with Supplier, at Supplier’s expense, in any legal action against such infringement that in Supplier’s sole judgment is required for protection or prosecution of Supplier’s rights. (d) Supplier shall be the owner of the Product Registration in the Territory Distributor shall forward a copy of the completed registration as soon as the registration is completed and finalizedTerritory. 6.2 Without derogating from Section 6.1 above: (a) Supplier may at any time affix Supplier’s trade name, service marks or trademarks (the “Trademarks”) to any of the Product(s) and use the Trademarks in relation to any services Supplier provides hereunder in connection with the Product(s); Distributor shall not make any changes to the Trademarks used on Products by Supplier. (b) Distributor shall not have or acquire any right, title or interest in or otherwise become entitled to use any of the Supplier’s Trademarks, either alone or in conjunction with other words or names, or use the goodwill thereof, without the express written consent of Supplier in each instance; andand Contract No: COD-009-08 (c) Distributor shall not to apply for or oppose registration of any trademarks, including the Trademarks, used by Supplier. 6.3 Nothing contained in this Agreement shall be construed as conferring on either party any right or imposing any obligation to use in advertising, publicity or otherwise any trademark, name or symbol of the other party, or any contraction, abbreviation or simulationsimulation thereof, except as expressly provided for in this Agreement. 6.4 Distributor acknowledges that no license or right is granted hereby with respect to Supplier’s intellectual property.