Common use of Intellectual Property Arising Under This Agreement Clause in Contracts

Intellectual Property Arising Under This Agreement. (a) EISAI shall be the sole owner of any EISAI Collaboration Know-How and EISAI Collaboration Patents, and EISAI shall retain all of its right, title and interest thereto, except to the extent that any rights or licenses are expressly granted thereunder by EISAI to EPIZYME under this Agreement. (b) EPIZYME shall be the sole owner of any EPIZYME Collaboration Know-How and EPIZYME Collaboration Patents, and EPIZYME shall retain all of its right, title and interest thereto, except to the extent that any rights or licenses are expressly granted thereunder by EPIZYME to EISAI under this Agreement. (c) Any Joint Patents or Joint Know-How shall be owned jointly by EISAI and EPIZYME, and all rights, title and interest thereto shall be jointly owned by the Parties, subject to any rights or licenses that are expressly granted by one Party to the other Party under this Agreement. Except to the extent either Party is restricted by the licenses granted by one Party to the other Party pursuant to this Agreement, or the covenants contained herein, each Party shall be entitled to practice and license the Joint Know-How and the Joint Patents without restriction and without consent of, or (subject to the financial provisions of this Agreement) an obligation to account to, the other Party, and each Party hereby waives any right it may have under Laws to require any such consent or accounting.

Intellectual Property Arising Under This Agreement. (a) EISAI Except as otherwise provided in Section 8.1.3(a), CELGENE shall be the sole owner of any EISAI Collaboration Patents and Know-How and EISAI Collaboration Patentsdiscovered, developed, invented, conceived or reduced to practice solely by or on behalf of CELGENE under this Agreement (it being understood that any activities carried out by or on behalf of EPIZYME under this Agreement shall not be construed or interpreted to be carried out by or on behalf of CELGENE for purposes hereof), and EISAI CELGENE shall retain all of its right, title and interest thereto, except to the extent that any rights or licenses are expressly granted thereunder by EISAI CELGENE to EPIZYME under this Agreement. (b) Except as otherwise provided in Section 8.1.3(b), EPIZYME shall be the sole owner of any EPIZYME Collaboration Patents and Know-How and discovered, developed, invented, conceived or reduced to practice solely by or on behalf of EPIZYME Collaboration Patentsunder this Agreement (it being understood that any activities carried out by or on behalf of CELGENE under this Agreement shall not be construed or interpreted to be carried out by or on behalf of EPIZYME for purposes hereof), and EPIZYME shall retain all of its right, title and interest thereto, except to the extent that any rights or licenses are expressly granted thereunder by EPIZYME to EISAI CELGENE under this Agreement. (c) Any Joint Collaboration Patents or and Joint Collaboration Know-How shall be owned jointly by EISAI CELGENE and EPIZYME, and all rights, title and interest thereto shall be jointly owned by the Parties, subject to any rights or licenses that are expressly granted licensed by one Party to the other Party under this Agreement. Except to the extent either Party is restricted by the licenses granted by one Party to the other Party pursuant to this Agreement, or the covenants contained hereinherein (including in Section 7.1), each Party shall be entitled to practice and license the Joint Collaboration Patents and Joint Collaboration Know-How and the Joint Patents without restriction and without consent of, or (subject to the financial provisions of this Agreement) an obligation to account to, the other Party, and each Party hereby waives any right it may have under applicable Laws to require any such consent or accounting.

Intellectual Property Arising Under This Agreement. (a) EISAI GSK shall be the sole owner of any EISAI Collaboration Patents and Know-How and EISAI Collaboration Patentsdiscovered, developed, invented, conceived or reduced to practice solely by or on behalf of GSK under this Agreement (it being understood that any activities carried out by or on behalf of EPIZYME under this Agreement shall not be construed or interpreted to be carried out by or on behalf of GSK for purposes hereof), and EISAI GSK shall retain all of its right, title and interest thereto, except to the extent that any rights or licenses are expressly granted thereunder by EISAI GSK to EPIZYME under this Agreement. (b) EPIZYME shall be the sole owner of any EPIZYME Collaboration Patents or Know-How and discovered, developed, invented, conceived or reduced to practice solely by or on behalf of EPIZYME Collaboration Patentsunder this Agreement (it being understood that any activities carried out by or on behalf of GSK under this Agreement shall not be construed or interpreted to be carried out by or on behalf of EPIZYME for purposes hereof), and EPIZYME shall retain all of its right, title and interest thereto, except to the extent that any rights or licenses are expressly granted thereunder by EPIZYME to EISAI GSK under this Agreement. (c) Any Joint Patents or Joint Know-How shall be owned jointly by EISAI GSK and EPIZYME, and all rights, title and interest thereto shall be jointly owned by the Parties, subject to any rights or licenses that are expressly granted by one Party to the other Party under this Agreement. Except to the extent either Party is restricted by the licenses granted by one Party to the other Party pursuant to this Agreement, or the covenants contained herein, each Party shall be entitled to practice and license the Joint Know-How and the Joint Patents without restriction and without consent of, or (subject to the financial provisions of this Agreement) an obligation to account to, the other Party, and each Party hereby waives any right it may have under applicable Laws to require any such consent or accounting.

Intellectual Property Arising Under This Agreement. (a) EISAI Subject to Section 8.2.2(e), Moderna shall be the sole owner of any EISAI Collaboration Patents and Know-How and EISAI Collaboration Patentsconceived, discovered, developed, invented or created solely by or on behalf of Moderna or its Affiliates, Sublicensees or Third Parties acting on its or their behalf in the performance of activities under this Agreement (it being understood that any activities carried out by or on behalf of Carisma or its Affiliates under this Agreement shall not be construed or interpreted to be carried out by or on behalf of Moderna or its Affiliates for purposes hereof), and EISAI Moderna shall retain all of its right, title and interest thereto, except to the extent that any rights or licenses are expressly granted thereunder by EISAI Moderna to EPIZYME Carisma under this Agreement. (b) EPIZYME Subject to Sections 8.2.2(d) and 8.2.2(f), Carisma shall be the sole owner of any EPIZYME Collaboration Patents and Know-How and EPIZYME Collaboration Patentsconceived, discovered, developed, invented or created solely by or on behalf of Carisma or its Affiliates in the performance of activities under this Agreement (it being understood that any activities carried out by or on behalf of Moderna or its Affiliates ​ ​ under this Agreement shall not be construed or interpreted to be carried out by or on behalf of Carisma or its Affiliates for purposes hereof), and EPIZYME Carisma shall retain all of its right, title and interest thereto, except to the extent that any rights or licenses are expressly granted thereunder by EPIZYME Carisma to EISAI Moderna under this Agreement. (c) Any Subject to Sections 8.2.2(d) and 8.2.2(f), (i) any Improvements, inventions, works-of-authorship, and developments conceived, discovered, developed, invented or created jointly by (A) Carisma, its Affiliates or Third Parties acting on its or their behalf and (B) Moderna, its Affiliates, Sublicensees or Third Parties acting on its or their behalf, while conducting activities under this Agreement (the “Joint Know-How”), and (ii) any and all Patents or that claim such Joint Know-How (the “Joint Patents”, and together with the Joint Know-How and other intellectual property rights with respect thereto, the “Joint IP”) shall be owned jointly by EISAI Moderna and EPIZYMECarisma, and all rightsright, title and interest thereto shall be jointly owned by the Parties, subject to any rights or licenses that are expressly granted licensed by one Party to the other Party under this Agreement. Except to the extent either Party is restricted by the licenses granted by one Party to the other Party pursuant to this Agreement, or the covenants contained herein, each Party shall be entitled to practice and license the Joint Patents and Joint Know-How and the Joint Patents without restriction and without consent of, or (subject to the financial provisions of this Agreement) an obligation to account to, the other Party, and each Party hereby waives any right it may have under Applicable Laws to require any such consent or accounting. (d) Notwithstanding anything to the contrary herein, any Know-How conceived, discovered, developed, invented or created in the performance of activities under this Agreement either (A) jointly by (I) Carisma or its Affiliates or Third Parties acting on its or their behalf and (II) Moderna, its Affiliates, Sublicensees or Third Parties acting on its or their behalf, (B) solely by Carisma, its Affiliates or Third Parties acting on its or their behalf, or (C) solely by Moderna, its Affiliates, Sublicensees or Third Parties acting on its or their behalf, in each case to the extent [**] ((A)-(C) collectively, the “Moderna Platform Program Know-How”), and any and all Patents that claim such Moderna Platform Program Know-How (“Moderna Platform Program Patents,” and together with the Moderna Platform Program Know-How and other intellectual property rights with respect thereto, the “Moderna Platform Program Technology”), shall be owned solely by Moderna, subject to any rights or licenses expressly granted by Moderna to Carisma under this Agreement. Carisma, on behalf of itself and its Affiliates, hereby assigns to Moderna all of Carisma’s and its Affiliates’ right, title and interest in and to all Moderna Platform Program Technology. Carisma shall promptly disclose to Moderna in writing, the conception, discovery, development, invention or creation of any Moderna Platform Program Know-How. Carisma shall take all actions and provide Moderna with all reasonably requested assistance to effect such assignment and shall execute all documents necessary to perfect such assignment.

Intellectual Property Arising Under This Agreement. (a) EISAI shall be the sole owner of any EISAI Collaboration Know-How and EISAI Collaboration Patents, and EISAI shall retain all of its right, title and interest thereto, except to the extent that any rights or licenses are expressly granted thereunder by EISAI to EPIZYME under this Agreement. (b) EPIZYME shall be the sole owner of any EPIZYME Collaboration Know-How and EPIZYME Collaboration Patents, and EPIZYME shall retain all of its right, title and interest thereto, except to the extent that any rights or licenses are expressly granted thereunder by EPIZYME to EISAI under this Agreement. (c) Any Joint Patents or Joint Know-How Know‑How shall be owned jointly by EISAI and EPIZYME, and all rights, title and interest thereto shall be jointly owned by the Parties, subject to any rights or licenses that are expressly granted by one Party to the other Party under this Agreement. Except to the extent either Party is restricted by the licenses granted by one Party to the other Party pursuant to this Agreement, or the covenants contained herein, each Party shall be entitled to practice and license the Joint Know-How and the Joint Patents without restriction and without consent of, or (subject to the financial provisions of this Agreement) an obligation to account to, the other Party, and each Party hereby waives any right it may have under Laws to require any such consent or accounting.