Common use of INTELLECTUAL PROPERTY OWNERSHIP RIGHTS Clause in Contracts

INTELLECTUAL PROPERTY OWNERSHIP RIGHTS. 9.1 Subject to the terms and conditions of this Agreement, including, without limitation Section 11 below, Orasense shall own the legal and equitable title to the Orasense Technology. 9.2 Elan shall own the legal and equitable title to the Elan Intellectual Property, including without limitation, Elan Improvements. 9.3 Orasense shall permanently mark xx otherwise use reasonable efforts to cause any third party to permanently mark xxx Products and/or the packaging therefor with such license or patent notices to comply with the laws of the country of sale or otherwise to generally communicate the existence of any Elan Patents for the countries of the Territory and in such manner as Elan may reasonably request in writing prior to the sale or commercial use thereof. 9.4 Elan, at its expense, shall make a good faith effort (i) to secure the grant of any material patent applications within the Elan Patents that relate to the Field; (ii) to file and prosecute patent applications on material patentable inventions and discoveries within the Elan Improvements that relate to the Field; (iii) to defend all such applications against third party oppositions; and (iv) to maintain in force any material issued letters patent within the Elan Patents that relate to the Field (including any letters patent that may issue covering any such Elan Improvements that relate to the Field). Elan shall have the right in its discretion to control such filing, prosecution, defense and maintenance provided that Orasense and Isis at their request shall be provided with copies of all documents relating to such filing, prosecution, defense and maintenance in sufficient time to review such documents and comment thereon prior to filing. 9.5 In the event that Elan informs the Orasense and Isis that it does not intend to file patent applications on patentable inventions and discoveries within the Elan Intellectual Property that relate to the Field in one or more countries in the Territory or fails to file such an application within a reasonable period of time, Orasense shall have the option at its expense to file and prosecute such patent application(s) in the joint names of Orasense and Elan. Upon written request from Orasense, Elan shall execute all documents, forms and declarations and to do all things as shall be reasonably necessary to enable Orasense to exercise such option. 9.6 Orasense, Isis and Elan shall promptly inform each other in writing of any alleged infringement of any patents within the Elan Patents or any alleged misappropriation

INTELLECTUAL PROPERTY OWNERSHIP RIGHTS. 9.1 Subject to the terms and conditions of this Agreement, including, without limitation Section 11 below, Orasense shall own the legal and equitable title to the Orasense Technology. 9.2 Elan Isis shall own the legal and equitable title to the Elan Isis Intellectual Property, including without limitation, Elan Isis Improvements. 9.3 Orasense shall permanently mark xx otherwise use reasonable efforts to cause any third party to permanently mark xxx Products and/or the packaging therefor with such license or patent notices to comply with the laws of the country of sale or otherwise to generally communicate the existence of any Elan Isis Delivery Patents or Isis Development Candidate Patents for the countries of the Territory and in such manner as Elan Isis may reasonably request in writing prior to the sale or commercial use thereof. 9.4 ElanIsis, at its expense, shall make a good faith effort (i) to secure the grant of any material patent applications within the Elan Isis Delivery Patents that relate to the FieldField and the Isis Development Candidate Patents; (ii) to file and prosecute patent applications on material patentable inventions and discoveries within the Elan Isis Improvements that relate to the FieldField or the Isis Development Candidate Patents; (iii) to defend all such applications against third party oppositions; and (iv) to maintain in force any material issued letters patent within the Elan Isis Delivery Patents that relate to the Field and the Isis Development Candidate Patents (including any letters patent that may issue covering any such Elan Isis Improvements that relate to the FieldField or the Development Candidate). Elan Isis shall have the right in its discretion to control such filing, prosecution, defense and maintenance provided that Orasense and Isis Elan at their request shall be provided with copies of all documents relating to such filing, prosecution, defense and maintenance in sufficient time to review such documents and comment thereon prior to filing. 9.5 In the event that Elan Isis informs the Orasense and Isis Elan that it does not intend to file patent applications on patentable inventions and discoveries within the Elan Isis Intellectual Property that relate to the Field in one or more countries in the Territory or fails to file such an application within a reasonable period of time, Orasense shall have the option at its expense to file and prosecute such patent application(s) in the joint names of Orasense and ElanIsis. Upon written request from Orasense, Elan Isis shall execute all documents, forms and declarations and to do all things as shall be reasonably necessary to enable Orasense to exercise such option. 9.6 Orasense, Isis and Elan shall promptly inform each other in writing of any alleged infringement of any patents within the Elan Isis Patents or any alleged misappropriation of trade secrets within the Isis Intellectual Property by a third party of which it becomes aware and provide the others with any available evidence of such infringement or misappropriation