Common use of Intellectual Property Rights Ownership Clause in Contracts

Intellectual Property Rights Ownership. Section 9.01 Except as set forth in Section 9.03, OptiNose is, and shall be, the sole and exclusive owner of all right, title and interest in and to any Intellectual Property Rights generated in connection with Ximedica’s performance under this Agreement, and to any of the Deliverables, including all Intellectual Property Rights therein. Ximedica agrees, and will cause its Ximedica Personnel to agree, that with respect to any Intellectual Property Rights or Deliverables that may qualify as “work made for hire” as defined in 17 U.S.C. §101, such Intellectual Property Rights and Deliverables are hereby deemed a “work made for hire” for OptiNose. To the extent that any of the Intellectual Property Rights or Deliverables hereunder do not immediately vest in OptiNose or do not constitute a “work made for hire”, Ximedica hereby irrevocably assigns on behalf of itself and all Ximedica Personnel, and shall cause the Ximedica Personnel to irrevocably assign to OptiNose, in each case without additional consideration, all right, title and interest throughout the world in and to such Intellectual Property Rights and Deliverables, including all Intellectual Property Rights therein. Ximedica shall cause the Ximedica Personnel to irrevocably waive, to the extent permitted by applicable Law, any and all claims such Ximedica Personnel may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to such Intellectual Property Rights and Deliverables.

Intellectual Property Rights Ownership. Section 9.01 Except as set forth in Section 9.03, OptiNose is, and shall be, the sole and exclusive owner of all right, title and interest in and to any Intellectual Property Rights generated in connection with XimedicaVTM’s performance under this Agreement, and to any of the Deliverables, including all Intellectual Property Rights therein. Ximedica VTM agrees, and will cause its Ximedica VTM Personnel to agree, that with respect to any Intellectual Property Rights or Deliverables that may qualify as “work made for hire” as defined in 17 U.S.C. §101, such Intellectual Property Rights and Deliverables are hereby deemed a “work made for hire” for OptiNose. To the extent that any of the Intellectual Property Rights or Deliverables hereunder do not immediately vest in OptiNose or do not constitute a “work made for hire”, Ximedica VTM hereby irrevocably assigns on behalf of itself and all Ximedica VTM Personnel, and and, [***], shall cause the Ximedica VTM Personnel to irrevocably assign to OptiNose, in each case without additional consideration, all right, title and interest throughout the world in and to such Intellectual Property Rights and Deliverables, including all Intellectual Property Rights therein. Ximedica VTM hereby waives on behalf of itself and all VTM Personnel, and, [***], shall cause the Ximedica VTM Personnel to irrevocably waive, to the extent permitted by applicable Law, any and all claims VTM and/or such Ximedica VTM Personnel [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to such Intellectual Property Rights and Deliverables.

Intellectual Property Rights Ownership. Section 9.01 Except as set forth in Section 9.03, OptiNose is, and shall be, the sole and exclusive owner of all right, title and interest in and to any Intellectual Property Rights generated in connection with XimedicaVTM’s performance under this Agreement, and to any of the Deliverables, including all Intellectual Property Rights therein. Ximedica VTM agrees, and will cause its Ximedica VTM Personnel to agree, that with respect to any Intellectual Property Rights or Deliverables that may qualify as “work made for hire” as defined in 17 U.S.C. §101, such Intellectual Property Rights and Deliverables are hereby deemed a “work made for hire” for OptiNose. To the extent that any of the Intellectual Property Rights or Deliverables hereunder do not immediately vest in OptiNose or do not constitute a “work made for hire”, Ximedica VTM hereby irrevocably assigns on behalf of itself and all Ximedica VTM Personnel, and and, [***], shall cause the Ximedica VTM Personnel to irrevocably assign to OptiNose, in each case without additional consideration, all right, title and interest throughout the world in and to such Intellectual Property Rights and Deliverables, including all Intellectual Property Rights therein. Ximedica VTM hereby waives on behalf of itself and all VTM Personnel, and, [***], shall cause the Ximedica VTM Personnel to irrevocably waive, to the extent permitted by applicable Law, any and all claims VTM and/or such Ximedica VTM Personnel 21 [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. may now or hereafter have in any jurisdiction to so-called “moral rights” or rights of droit moral with respect to such Intellectual Property Rights and Deliverables.. Section 9.02 Upon the request of OptiNose, VTM shall, and shall cause the VTM Personnel to, promptly take such further actions, including execution and delivery of all appropriate instruments of conveyance, as may be necessary to assist OptiNose to prosecute, register, perfect or record its rights in or to any Deliverables. Section 9.03 VTM and its licensors are, and shall remain, the sole and exclusive owners of all right, title and interest in and to the VTM Tools, including all Intellectual Property Rights therein. VTM represents and warrants that the DSAs delivered hereunder shall not incorporate any VTM Tools, and that OptiNose can use and/or sell the DSAs without the requirement of any approval and/or license from VTM Section 9.04 OptiNose and its licensors are, and shall remain, the sole and exclusive owner of all right, title and interest in and to the OptiNose Information, including all Intellectual Property Rights therein. VTM shall have no right or license to use any OptiNose Information, except solely during the Term of the Agreement to the extent necessary to perform under this Agreement. All other rights in and to the OptiNose Information are expressly reserved by OptiNose. ARTICLE X