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 Isis shall own the legal and equitable title to the Isis Intellectual Property, including without limitation, 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 Isis Delivery Patents or Isis Development Candidate Patents for the countries of the Territory and in such manner as Isis may reasonably request in writing prior to the sale or commercial use thereof. 9.4 Isis, at its expense, shall make a good faith effort (i) to secure the grant of any material patent applications within the Isis Delivery Patents that relate to the Field and the Isis Development Candidate Patents; (ii) to file and prosecute patent applications on material patentable inventions and discoveries within the Isis Improvements that relate to the Field 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 Isis Delivery Patents that relate to the Field and the Isis Development Candidate Patents (including any letters patent that may issue covering any such Isis Improvements that relate to the Field or the Development Candidate). Isis shall have the right in its discretion to control such filing, prosecution, defense and maintenance provided that Orasense and 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 Isis informs the Orasense and Elan that it does not intend to file patent applications on patentable inventions and discoveries within the 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 Isis. Upon written request from Orasense, 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 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

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 Isis Elan shall own the legal and equitable title to the Isis Elan Intellectual Property, including without limitation, Isis 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 Isis Delivery Patents or Isis Development Candidate Elan Patents for the countries of the Territory and in such manner as Isis Elan may reasonably request in writing prior to the sale or commercial use thereof. 9.4 IsisElan, at its expense, shall make a good faith effort (i) to secure the grant of any material patent applications within the Isis Delivery Elan Patents that relate to the Field and the Isis Development Candidate PatentsField; (ii) to file and prosecute patent applications on material patentable inventions and discoveries within the Isis Elan Improvements that relate to the Field or the Isis Development Candidate PatentsField; (iii) to defend all such applications against third party oppositions; and (iv) to maintain in force any material issued letters patent within the Isis Delivery Elan Patents that relate to the Field and the Isis Development Candidate Patents (including any letters patent that may issue covering any such Isis Elan Improvements that relate to the Field or the Development CandidateField). Isis Elan shall have the right in its discretion to control such filing, prosecution, defense and maintenance provided that Orasense and Elan 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 Isis Elan informs the Orasense and Elan Isis that it does not intend to file patent applications on patentable inventions and discoveries within the Isis 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 IsisElan. Upon written request from Orasense, Isis 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 Isis Elan 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