Common use of Intellectual Property Ownership and Prosecution Clause in Contracts

Intellectual Property Ownership and Prosecution. 7.1. Adaptimmune shall retain all of its right, title and interest in and to the Adaptimmune Background, and GSK shall retain all of its rights, title and interest in and to the GSK Background, except to the extent that any such rights are expressly licensed by one Party to the other Party under this Agreement. Inventorship of Intellectual Property Rights will be determined in accordance with Applicable Laws relating to inventorship set forth in the U.S. patent laws for all purposes under this Agreement, and such inventorship principles shall be used to determine whether a Party solely, or the Parties jointly, discovered, invented or created any Intellectual Property Rights arising as a result of the performance of its or their obligations under this Agreement; provided, that notwithstanding the foregoing, *** . For all other Intellectual Property Rights, ownership will be determined by inventorship. To the extent any Joint Collaboration Program IP *** . Each Party’s Patent Liaison shall promptly disclose to the other Patent Liaison, any Collaboration Program IP (including Adaptimmune Collaboration Program IP) made by it solely (or jointly with a Third Party) or by a Third Party on its behalf, and all Joint Background. 7.2. Notwithstanding anything to the contrary contained herein or under Applicable Laws, ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. and subject to the restriction, rights and exclusive licenses under Sections 6.6, 6.14 and 13.6.5, the Parties hereby agree that each Party will be entitled to practice and sublicense Joint Collaboration Program IP and Joint Background without restriction or consent of the other or an obligation to account to the other Party, and each Party hereby waives any right it may have under the laws of any jurisdiction to require any such consent or accounting.

Intellectual Property Ownership and Prosecution. 7.1. Adaptimmune 7.1 Immunocore shall retain all of its right, title and interest in and to the Adaptimmune BackgroundImmunocore Background and Platform Rights, and GSK shall retain all of its rights, title and interest in and to the GSK Background, except to the extent that any such rights are expressly licensed by one Party to the other Party under this Agreement. Inventorship of Intellectual Property Rights will be determined in accordance with Applicable Laws relating to inventorship set forth in the U.S. patent laws for all purposes under this Agreement, and such inventorship principles shall be used to determine whether a Party solely, or the Parties jointly, discovered, invented or created any Intellectual Property Rights arising as a result of the performance of its or their obligations under this Agreement; provided, that notwithstanding the foregoing, *** . For all other Intellectual Property Rights, ownership will be determined by inventorship. To the extent any Joint Collaboration Program IP *** . Each PartyImmunocore’s Patent Liaison shall promptly disclose to the other GSK’s Patent Liaison, any Collaboration Program IP (including Adaptimmune Collaboration Program IP) Immunocore Foreground made by it solely (or jointly with a Third Party) or by a Third Party on its behalf. Immunocore shall be the sole owner of Immunocore Foreground and shall retain all of its right, title and interest thereto, except to the extent that any rights or licenses are expressly granted hereunder by Immunocore to GSK. GSK shall be the sole owner of GSK Foreground and shall retain all Joint Backgroundof its right, title and interest thereto, except to the extent that any rights or licenses are expressly granted hereunder by GSK to Immunocore. 7.2. 7.2 Notwithstanding anything to the contrary contained herein or under Applicable Laws, ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. and subject to the restriction, rights and exclusive licenses granted under Sections 6.66.7, 6.14 6.12 and 13.6.56.13, the Parties hereby agree that each Party will be entitled to practice and sublicense Joint Collaboration Program IP and Joint Background Foreground without restriction or consent of the other or an obligation to account to the other Party, and each Party hereby waives any right it may have under the laws of any jurisdiction to require any such consent or accounting.

Intellectual Property Ownership and Prosecution. 7.1. Adaptimmune shall retain all of its right, title and interest in and to the Adaptimmune Background, and GSK shall retain all of its rights, title and interest in and to the GSK Background, except to the extent that any such rights are expressly licensed by one Party to the other Party under this Agreement. Inventorship of Intellectual Property Rights will be determined in accordance with Applicable Laws relating to inventorship set forth in the U.S. patent laws for all purposes under this Agreement, and such inventorship principles shall be used to determine whether a Party solely, or the Parties jointly, discovered, invented or created any Intellectual Property Rights arising as a result of the performance of its or their obligations under this Agreement; provided, that notwithstanding the foregoing, *** all Joint Collaboration Program IP shall be owned jointly by Adaptimmune and GSK regardless of inventorship thereof. For all other Intellectual Property Rights, ownership will be determined by inventorship. To the extent any Joint Collaboration Program IP *** is made solely by a Party or as relevant a Party’s subcontractors or Affiliates and assigned to such Party, such Party hereby transfers and assigns to the other Party, without additional consideration, one undivided half of such Party’s interest in such Collaboration Intellectual Property, which transfer and assignment the other Party hereby accepts. Each Party shall execute and deliver to the other Party a deed(s) of such assignment, in a mutually agreeable form and will take whatever actions reasonably necessary (including the appointment of the other Party as its attorney in fact solely to make such assignment) to effect such assignment. Each Party’s Patent Liaison shall promptly disclose to the other Patent Liaison, any Collaboration Program IP (including Adaptimmune Collaboration Program IP) made by it solely (or jointly with a Third Party) or by a Third Party on its behalf, and all Joint Background. 7.2. Notwithstanding anything to the contrary contained herein or under Applicable Laws, ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission. and subject to the restriction, rights and exclusive licenses under Sections 6.6, 6.14 and 13.6.5, the Parties hereby agree that each Party will be entitled to practice and sublicense Joint Collaboration Program IP and Joint Background without restriction or consent of the other or an obligation to account to the other Party, and each Party hereby waives any right it may have under the laws of any jurisdiction to require any such consent or accounting.