Common use of IPR Clause in Contracts

IPR. 17.1 Each of JBT and Response will own all IPR respectively that was owned by such party as of the date of execution of the Technology Development Agreement and is thereafter developed by such party independent of the activities under the Technology Development Agreement, the Collaboration Agreement and the Supply Agreement (with respect to each party, the “Background IPR”). Nothing in the Technology Development Agreement, the Collaboration Agreement or the Supply Agreement will be deemed to transfer ownership of any Background IPR of a party, or, except as expressly set forth below, any other IPR owned or controlled by a party. 17.2 As a consideration to Sections 17.3 & 17.4 herein, IPR that arises from the activities under the Technology Development Agreement, the Collaboration Agreement and/or the Supply Agreement that relates to the development, transfer and/or manufacture of [***]2 will be owned solely by Response. Response agrees to provide a license for such IPR free of charge to use on the New Analyzer developed by JBT. After the Supply Agreement expires, Response agrees to continue to provide a license for such IPR free of charge to use on New Analyzer already manufactured or installed by JBT. 17.3 As a consideration to Section 17.2, IPR of [***] arising under the Technology Development Agreement, the Collaboration Agreement and/or the Supply Agreement, which is [***], will be owned solely by JBT. The term [***] means that [***]. For the avoidance of doubt, this excludes Background IPR of Response and IPR of [***]that is [***] (“[***]”). To the extent JBT uses the “[***] “in the New Analyzer, during the term of the Technology DevelopmentAgreement, the Collaboration Agreement, the Supply Agreement and thereafter, Response agrees to grant a license for such IPR with respect to [***]for free.

IPR. 17.1 Each of JBT and Response will own all IPR respectively that was owned by such party as of the date of execution of the Technology Development Agreement and is thereafter developed by such party independent of the activities under the Technology Development Agreement, the Collaboration Agreement and the Supply Agreement (with respect to each party, the “Background IPR”). Nothing in the Technology Development Agreement, the Collaboration Agreement or the Supply Agreement will be deemed to transfer ownership of any Background IPR of a party, or, except as expressly set forth below, any other IPR owned or controlled by a party. 17.2 As a consideration to Sections 17.3 & 17.4 herein, IPR that arises from the activities under the Technology Development Agreement, the Collaboration Agreement and/or the Supply Agreement that relates to the development, transfer and/or manufacture of [***]2 3 will be owned solely by Response. Response agrees to provide a license for such IPR free of charge to use on the New Analyzer developed by JBT. After the Supply Agreement expires, Response agrees to continue to provide a license for such IPR free of charge to use on New Analyzer already manufactured or installed by JBT. 17.3 As a consideration to Section 17.2, IPR of [***] arising under the Technology Development Agreement, the Collaboration Agreement and/or the Supply Agreement, which is [***], will be owned solely by JBT. The term [***] means that [***]. For the avoidance of doubt, this excludes Background IPR of Response and IPR of [***]that is [***] (“[***]”). To the extent JBT uses the “[***] “in the New Analyzer, during the term of the Technology DevelopmentAgreement, the Collaboration Agreement, the Supply Agreement and thereafter, Response agrees to grant a license for such IPR with respect to [***]for free.

IPR. 17.1 5.2.1 Each of JBT and Response will own all IPR respectively that was owned by such party as of the date of execution of the this Technology Development Agreement and is thereafter developed by such party independent of the activities under the this Technology Development Agreement, the Collaboration Agreement and the Supply Agreement (with respect to each party, the “Background IPR”). Nothing in the this Technology Development Agreement, the Collaboration Agreement or the Supply Agreement will be deemed to transfer ownership of any Background IPR of a party, or, except as expressly set forth below, any other IPR owned or controlled by a party. 17.2 . 5.2.2 As a consideration to Sections 17.3 5.2.3 & 17.4 5.2.4 herein, IPR that arises from the activities under the this Technology Development Agreement, the Collaboration Agreement and/or the Supply Agreement that relates to the development, transfer and/or manufacture of [***]2 will be owned solely by Response. Response agrees to provide a license for such IPR free of charge to use on the New Analyzer developed by JBT. After the Supply Agreement collaboration term expires, Response agrees to continue to provide a license for such IPR free of charge to use on New Analyzer Analyzers already manufactured or installed by JBT. 17.3 . 5.2.3 As a consideration to Section 17.25.2.2, IPR of [***] arising under the this Technology Development Agreement, the Collaboration Agreement and/or the Supply Agreement, which is [***], will be owned solely by JBT. The term “[***] ]” means that [***]. For the avoidance of doubt, this excludes Background IPR of Response and IPR of [***]that is [***] (“[***]”). To the extent JBT uses the “[***] “in the New Analyzer, during the term of the this Technology DevelopmentAgreement, the Collaboration Development Agreement, the Supply Agreement and thereafter, Response agrees to grant a license for such IPR with respect to [***]] for free. 5.2.4 As a consideration to Section 5.2.2, unless otherwise agreed by Response and JBT, IPR that arises from the activities of JBT and/or Response under this Technology Development Agreement that relates to the New Analyzer (other than [***]) will be owned solely by JBT. 5.2.5 Except as set forth in paragraphs 5.2.2, 5.2.3 and 5.2.4 above, each of JBT and Response will own all IPR respectively that arises from such party’s activities under this Technology Development Agreement and is not jointly invented with the other party. 5.2.6 Except as set forth in paragraphs 5.2.2, 5.2.3, 5.2.4 and 5.2.5 above, Response and JBT agrees, as for IPR for new Collaboration Markers and IPR that arise from such party’s activities under this Technology Development Agreement and is jointly invented, both parties will negotiate in good faith about the percentage of the joint ownership or rights for commercialization in various jurisdictions 5.2.7 Each of JBT and Response will execute all documents and take other action as reasonably requested by the other party to give effect to the ownership of IPR as set forth above. 5.2.8 IPR owned by a party will be considered to be Confidential Information (as defined in the CDA) of such party pursuant to the CDA; provided, however, that such IPR will no longer be considered Confidential Information to the extent disclosed in a published patent application. 5.2.9 Response pledges that JBT’s right of using relative IPRs granted by and in accordance with this Technology Development Agreement will not be restricted, interfered or diminished by reasons of the alteration of the owner(s) or user(s) of these relative IPRs. 5.2.10 Response and JBT pledge that right of using IPR which is jointly invented under 5.2.6 will not be restricted, interfered or diminished by reasons of the alteration of the owner(s) or user(s) of these relative IPRs.