Common use of Joint Ownership Clause in Contracts

Joint Ownership. 8.2.1 In accordance with the first paragraph of Article 26.2 of the Grant Agreement, two or more Parties shall own Results jointly if: they have jointly generated them; and it is not possible to: establish the respective contribution of each Party; or separate them for the purpose of applying for, obtaining or maintaining their protection. The joint owners shall be at liberty to agree in writing something different to what follows in this Section 8.2, so long as such different agreement does not adversely affect the Access Rights or other rights of the other Parties provided under the GA or this PCA. 8.2.2 Each joint owner shall have an equal, undivided  interest in and to a joint Result as well as in and to resulting Intellectual Property Rights in all countries, unless otherwise provided in this Section 8.2, or in a joint ownership agreement between the joint owners concerned. 8.2.3 [START OF OPTION 1] Each of the joint owners and their Affiliated Entities shall be entitled to Exploit the jointly owned Result as they see fit, without obtaining any consent from, paying compensation to, or otherwise accounting to any other joint owner(s) for their own direct Exploitation only. Unless otherwise agreed in a joint ownership agreement between the joint owners concerned, each joint owner shall be entitled to grant non-exclusive licenses to any third party, without any right to sub-license, upon a 45 days prior information to the other joint owners and payment of a Fair and Reasonable compensation to the other joint owners. [END OF OPTION 1] [START OP OPTION 2] Notwithstanding anything to the contrary in the provisions of Article 26.2 of the Grant Agreement and unless otherwise agreed in a joint ownership agreement between the joint owners concerned, each of the joint owners and their Affiliated Entities shall be entitled to Exploit the jointly owned Result as they see fit, and shall be entitled to grant non-exclusive licenses to any third party, without obtaining any consent from, paying compensation to, or otherwise accounting to any other joint owner(s). [END OF OPTION 2] 8.2.4 Each joint owner of Intellectual Property Rights protecting such jointly owned Result shall have the right to bring an action for infringement of any such jointly owned Intellectual Property Rights only with the consent of the other joint owner(s). Such consent may only be withheld by another joint owner who demonstrates that the proposed infringement action would be prejudicial to its commercial interests. 8.2.5 [START OF OPTION 1] Following generation of a joint Result, the joint owners shall enter into good faith discussions in order to agree on an appropriate course of action for filing application(s) for Intellectual Property Rights in such joint Result, including the decision as to which Party is to be entrusted with the preparation, filing and prosecution of such application(s) and in which countries of the world such application(s) for Intellectual Property Rights are to be filed. Except for any application(s) for protection that is/are urgently required in order to safeguard priority , the filing of any application(s) for Intellectual Property Rights on joint Results shall require mutual agreement between the Parties. Save as otherwise explicitly provided herein, all costs related to application(s) for Intellectual Property Rights in joint Results and Intellectual Property Rights resulting from such application(s) shall be shared equally between the joint owners. In the event that one of the joint owners of an Intellectual Property Right or an application for an Intellectual Property Right on a joint Result wishes to abstain from participation in the application or at a later time wishes to discontinue the payment of its share of the maintenance fees or other costs in any particular country or territory (the “Relinquishing Owner”), the Relinquishing Owner shall promptly notify the other joint owner(s) of its decision, and the other owner(s) may take over the payment of such share. The Relinquishing Owner shall forthwith relinquish to the other owner(s) who continue(s) such payments, its right, title to and interest in such jointly owned Intellectual Property Right for the countries or territories concerned, subject, however, to the retention of a non-transferable, non-exclusive license, which shall be royalty-free and fully paid-up / on Fair and Reasonable conditions to be agreed (which may also be royalty-free conditions), without the right to grant sub-licences, for implementation of the Action and for Exploitation, for the lifetime of the Intellectual Property Right in or for the countries or territories concerned in favour of, and for the use by, the Relinquishing Owner as well as such Relinquishing Owner’s Affiliated Entities. [END OF OPTION 1] The joint owners shall agree on all protection measures and the division of related costs in advance of any such protection measures being undertaken by any of the joint owners.

Joint Ownership. 8.2.1 In accordance with the first paragraph of Article 26.2 of the Grant Agreement, two or more Parties shall own Results jointly if: they have jointly generated them; and it is not possible to: establish the respective contribution of each Party; or separate them for the purpose of applying for, obtaining or maintaining their protection. The other provisions of Article 26.2 of the Grant Agreement shall not apply. Instead, this Section 8.2 (which constitutes a “joint ownership agreement” for the purposes of Article 26.2 of the Grant Agreement) shall apply. However, the joint owners shall nevertheless be at liberty to agree in writing something different to what follows in this Section 8.2, so long as such different agreement does not adversely affect the Access Rights or other rights of the other Parties provided under the GA or this PCA. 8.2.2 CA. Each joint owner shall have an equal, undivided  interest in and to a joint Result as well as in and to resulting Intellectual Property Rights in all countries, unless otherwise provided in this Section 8.2, or in a joint ownership agreement between the joint owners concerned. 8.2.3 [START OF OPTION 1] . Each of the joint owners and their Affiliated Entities shall be entitled to Exploit the jointly owned Result as they see fit, without obtaining any consent from, paying compensation to, or otherwise accounting to any other joint owner(s) for their own direct Exploitation only. Unless otherwise agreed in a joint ownership agreement between the joint owners concerned, each joint owner shall be entitled to grant non-exclusive licenses to any third party, without any right to sub-license, upon a 45 days prior information to the other joint owners and payment of a Fair and Reasonable compensation to the other joint owners. [END OF OPTION 1] [START OP OPTION 2] Notwithstanding anything to the contrary in the provisions of Article 26.2 of the Grant Agreement and unless otherwise agreed in a joint ownership agreement between the joint owners concerned, each of the joint owners and their Affiliated Entities shall be entitled to Exploit the jointly owned Result as they see fit, and shall be entitled to grant non-exclusive licenses to any third partylicences, without obtaining any consent from, paying compensation to, or otherwise accounting to any other joint owner(s). [END OF OPTION 2] 8.2.4 Each joint owner of Intellectual Property Rights protecting such jointly owned Result shall have the right to bring an action for infringement of any such jointly owned Intellectual Property Rights only with the consent of the other joint owner(s). Such consent may only be withheld by another joint owner who demonstrates that the proposed infringement action would be prejudicial to its commercial interests. 8.2.5 . [START OF OPTION 1] Following generation of a joint Result, the joint owners shall enter into good faith discussions in order to agree on an appropriate course of action for filing application(s) for Intellectual Property Rights in such joint Result, including the decision as to which Party is to be entrusted with the preparation, filing and prosecution of such application(s) and in which countries of the world such application(s) for Intellectual Property Rights are to be filed. Except for any priority application(s) for protection that is/are urgently required in order to safeguard priority ), the filing of any application(s) for Intellectual Property Rights on joint Results shall require mutual agreement between the joint owning Parties. Save as otherwise explicitly provided herein, all costs related to application(s) for Intellectual Property Rights in joint Results and Intellectual Property Rights resulting from such application(s) shall be shared equally between the joint owners. In the event that one of the joint owners of an Intellectual Property Right or an application for an Intellectual Property Right on a joint Result wishes to abstain from participation in the application or at a later time wishes to discontinue the payment of its share of the maintenance fees or other costs in any particular country or territory (the “Relinquishing Owner”), the Relinquishing Owner shall promptly notify the other joint owner(s) of its decision, and the other owner(s) may take over the payment of such share. The Relinquishing Owner shall forthwith relinquish to the other owner(s) who continue(s) continues such payments, its right, title to and interest in such jointly owned Intellectual Property Right for the countries or territories concerned, subject, however, to the retention of a non-transferable, non-exclusive licenseexclusive, which shall be royalty-free and fully paid-up / on Fair and Reasonable conditions to be agreed (which may also be royalty-free conditions)license, without the right to grant sub-licences, for implementation of the Action and for Exploitation, for the lifetime of the Intellectual Property Right in or for the countries or territories concerned in favour of, and for the use by, the Relinquishing Owner as well as such Relinquishing Owner’s Affiliated Entities. [END OF OPTION 1] [START OF OPTION 2] The joint owners shall agree on all protection measures and the division of related costs in advance of any such protection measures being undertaken by any of the joint owners.. [END OF OPTION 2]

Joint Ownership. 8.2.1 In accordance with the first paragraph of Article 26.2 of the Grant Agreement, two or more Parties shall own Results jointly if: : (a) they have jointly generated them; and and (b) it is not possible to: : (i) establish the respective contribution of each Party; or or (ii) separate them for the purpose of applying for, obtaining or maintaining their protection. The joint owners shall be at liberty to agree in writing something different to what follows in this Section 8.2, so long as such different agreement does not adversely affect the Access Rights or other rights of the other Parties provided under the GA or this PCA. 8.2.2 Each joint owner shall have an equal, undivided  interest in and to a joint Result as well as in and to resulting Intellectual Property Rights in all countries, unless otherwise provided in this Section 8.2, or in a joint ownership agreement between the joint owners concerned. 8.2.3 [START OF OPTION 1] Each of the joint owners and their Affiliated Entities shall be entitled to Exploit the jointly owned Result as they see fit, without obtaining any consent from, paying compensation to, or otherwise accounting to any other joint owner(s) for their own direct Exploitation only. Unless otherwise agreed in a joint ownership agreement between the joint owners concerned, each joint owner shall be entitled to grant non-exclusive licenses to any third party, without any right to sub-license, upon a 45 days prior information to the other joint owners and payment of a Fair and Reasonable compensation to the other joint owners. [END OF OPTION 1] [START OP OPTION 2] Notwithstanding anything to the contrary in the provisions of Article 26.2 of the Grant Agreement and unless otherwise agreed in a joint ownership agreement between the joint owners concerned, each of the joint owners and their Affiliated Entities shall be entitled to Exploit the jointly owned Result as they see fit, and shall be entitled to grant non-exclusive licenses to any third party, without obtaining any consent from, paying compensation to, or otherwise accounting to any other joint owner(s). [END OF OPTION 2]. 8.2.4 Each joint owner of Intellectual Property Rights protecting such jointly owned Result shall have the right to bring an action for infringement of any such jointly owned Intellectual Property Rights only with the consent of the other joint owner(s). Such consent may only be withheld by another joint owner who demonstrates that the proposed infringement action would be prejudicial to its commercial interestsLegitimate Interest. 8.2.5 [START OF OPTION 1] Following generation of a joint Result, the joint owners shall enter into good faith discussions in order to agree on an appropriate course of action for filing application(s) for Intellectual Property Rights in such joint Result, including the decision as to which Party is to be entrusted with the preparation, filing and prosecution of such application(s) and in which countries of the world such application(s) for Intellectual Property Rights are to be filed. Except for any application(s) for protection that is/are urgently required in order to safeguard priority priority, the filing of any application(s) for Intellectual Property Rights on joint Results shall require mutual agreement between the Parties. Save as otherwise explicitly provided herein, all costs related to application(s) for Intellectual Property Rights in joint Results and Intellectual Property Rights resulting from such application(s) shall be shared equally between the joint owners. In the event that one of the joint owners of an Intellectual Property Right or an application for an Intellectual Property Right on a joint Result wishes to abstain from participation in the application or at a later time wishes to discontinue the payment of its share of the maintenance fees or other costs in any particular country or territory (the “Relinquishing Owner”), the Relinquishing Owner shall promptly notify the other joint owner(s) of its decision, and the other owner(s) may take over the payment of such share. The Relinquishing Owner shall forthwith relinquish to the other owner(s) who continue(s) such payments, its right, title to and interest in such jointly owned Intellectual Property Right for the countries or territories concerned, subject, however, to the retention of a non-transferable, non-exclusive license, which shall be royalty-free and fully paid-up / on Fair and Reasonable conditions to be agreed (which may also be royalty-free conditions), without the right to grant sub-licences, for implementation of the Action and for Exploitation, for the lifetime of the Intellectual Property Right in or for the countries or territories concerned in favour of, and for the use by, the Relinquishing Owner as well as such Relinquishing Owner’s Affiliated Entities. [END OF OPTION 1] The joint owners shall agree on all protection measures and the division of related costs in advance of any such protection measures being undertaken by any of the joint owners.

Joint Ownership. 8.2.1 In accordance with the first paragraph of Article 26.2 of the Grant Agreement, two or more Parties shall own Results jointly if: : a) they have jointly generated them; and and b) it is not possible to: : (i) establish the respective contribution of each Party; or or (ii) separate them for the purpose of applying for, obtaining or maintaining their protection. The other provisions of Article 26.2 of the Grant Agreement shall not apply. Instead, this Section 8.2 shall apply. However, the joint owners shall nevertheless be at liberty to agree in writing something different to what follows in this Section 8.2, so long as such different agreement does not adversely affect the Access Rights or other rights of the other Parties provided under the GA or this PCACA. Until the time a joint ownership agreement has been concluded and as long as such rights are in force, such Results shall be jointly owned in shares according to their share of contribution (such share to be determined by taking into account in particular, but not limited to, the contribution of a joint owner to an inventive step, the person months or costs spent on the respective work etc. 8.2.2 Each ) to the Results by the joint owners concerned. In the event it is not possible to separate the contribution of the joint owners, each joint owner shall have an equal, undivided  interest in and to a joint Result as well as in and to resulting Intellectual Property Rights in all countries, unless otherwise provided in this Section 8.2, or in subject to any agreement to the contrary between such joint owners. Until the time a joint ownership agreement between the joint owners concerned. 8.2.3 [START OF OPTION 1] Each of the joint owners and their Affiliated Entities shall be entitled to Exploit the jointly owned Result as they see fit, without obtaining any consent from, paying compensation to, or otherwise accounting to any other joint owner(s) for their own direct Exploitation only. Unless otherwise agreed in a joint ownership agreement between the joint owners concerned, each joint owner shall be entitled to grant non-exclusive licenses to any third party, without any right to sub-license, upon a 45 days prior information to the other joint owners and payment of a Fair and Reasonable compensation to the other joint owners. [END OF OPTION 1] [START OP OPTION 2] Notwithstanding anything to the contrary in the provisions of Article 26.2 of the Grant Agreement and unless otherwise agreed in a joint ownership agreement between the joint owners concernedis concluded, each of the joint owners and their Affiliated Entities shall be entitled to Exploit the jointly owned Result as they see fit, and shall be entitled to grant non-exclusive licenses to any third partylicences, without obtaining any consent from, paying compensation to, or otherwise accounting to any other joint owner(s). [END OF OPTION 2] 8.2.4 Each joint owner of Intellectual Property Rights protecting such jointly owned Result shall have the right to bring an action for infringement of any such jointly owned Intellectual Property Rights only with the consent of the other joint owner(s). Such consent may only be withheld by another joint owner who demonstrates that the proposed infringement action would be prejudicial to its commercial legitimate interests. 8.2.5 [START OF OPTION 1] . Following generation of a joint Result, the joint owners shall enter into good faith discussions in order to agree on an appropriate course of action for filing application(s) for Intellectual Property Rights in such joint Result, including the decision as to which Party is to be entrusted with the preparation, filing and prosecution of such application(s) and in which countries of the world such application(s) for Intellectual Property Rights are to be filed. Except for any priority application(s) for protection that is/are urgently required in order to safeguard priority ), the filing of any application(s) for Intellectual Property Rights on joint Results shall require mutual agreement between the Parties. Save as otherwise explicitly provided herein, in cases where it is not possible to establish the respective contribution of each Party, all costs related to application(s) for Intellectual Property Rights in joint Results and Intellectual Property Rights resulting from such application(s) shall be shared equally between the joint owners. In the event that one of the joint owners of an Intellectual Property Right or an application for an Intellectual Property Right on a joint Result wishes not to abstain from participation participate in the an application or at a later time wishes to discontinue the payment of its share of the maintenance fees or other costs in any particular country or territory (the “Relinquishing Owner”), the Relinquishing Owner shall promptly notify the other joint owner(s) of its decision, and the other owner(s) may take over the payment of such share. The Relinquishing Owner shall forthwith relinquish to the other owner(s) who continue(s) such payments, its right, title to and interest in such jointly owned Intellectual Property Right for the countries or territories concerned, subject, however, to the retention of a non-non- transferable, non-exclusive licenseexclusive, which shall be royalty-free and fully paid-up / on Fair and Reasonable conditions to be agreed (which may also be royalty-free conditions)license, without the right to grant sub-licences, for implementation of the Action and for Exploitation, for the lifetime of the Intellectual Property Right in or for the countries or territories concerned in favour of, and for the use by, the Relinquishing Owner as well as such Relinquishing Owner’s Affiliated Entities. [END OF OPTION 1] The joint owners shall agree on all protection measures and the division of related costs in advance of any such protection measures being undertaken by any of the joint owners.

Joint Ownership. 8.2.1 In accordance with the first paragraph of Article 26.2 16.4 with reference to Annex 5 of the Grant Agreement, two or more Parties shall own Results jointly if: they have jointly generated them; and it is not possible to: establish the respective contribution of each Party; or separate them for the purpose of applying for, obtaining or maintaining their protection. The other provisions of Article 16.4 with reference to Annex 5 of the Grant Agreement shall not apply. Instead, this Section 8.2 (which constitutes a “joint ownership agreement” for the purposes of Annex 5 of the Grant Agreement) shall apply. However, the joint owners shall nevertheless be at liberty to agree in writing something different to what follows in this Section 8.2, so long as such different agreement does not adversely affect the Access Rights or other rights of the other Parties provided under the GA or this PCA. 8.2.2 CA. Each joint owner shall have an equal, undivided  interest ownership in and to a joint Result as well as in and to resulting Intellectual Property Rights in all countries, unless otherwise provided in this Section 8.2, or in a joint ownership agreement between the joint owners concerned. 8.2.3 [START OF OPTION 1] . Each of the joint owners and their Affiliated Entities shall be entitled to Exploit the jointly owned Result as they see fit, without obtaining any consent from, paying compensation to, or otherwise accounting to any other joint owner(s) for their own direct Exploitation only. Unless otherwise agreed in a joint ownership agreement between the joint owners concerned, each joint owner shall be entitled to grant non-exclusive licenses to any third party, without any right to sub-license, upon a 45 days prior information to the other joint owners and payment of a Fair and Reasonable compensation to the other joint owners. [END OF OPTION 1] [START OP OPTION 2] Notwithstanding anything to the contrary in the provisions of Article 26.2 of the Grant Agreement and unless otherwise agreed in a joint ownership agreement between the joint owners concerned, each of the joint owners and their Affiliated Entities Affiliates shall be entitled to Exploit the jointly owned Result as they see fit, and shall be entitled to grant non-exclusive licenses to any third partylicences, without obtaining any consent from, paying compensation to, or otherwise accounting to any other joint owner(s). [END OF OPTION 2] 8.2.4 ) Each joint owner of Intellectual Property Rights protecting such jointly owned Result shall have the right to bring an action for infringement of any such jointly owned Intellectual Property Rights only with the consent of the other joint owner(s). Such consent may only be withheld by another joint owner who demonstrates that the proposed infringement action would be prejudicial to its commercial interests. 8.2.5 Legitimate Interests. [START OF OPTION 1] Following generation of a joint Result, the joint owners shall enter into good faith discussions in order to agree on an appropriate course of action for filing application(s) for Intellectual Property Rights in such joint Result, including the decision as to which Party is to be entrusted with the preparation, filing and prosecution of such application(s) and in which countries of the world such application(s) for Intellectual Property Rights are to be filed. Except for any priority application(s) for protection that is/are urgently required in order to safeguard priority ), the filing of any application(s) for Intellectual Property Rights on joint Results shall require mutual agreement between the Partiesjoint owners. Save as otherwise explicitly provided herein, all costs related to application(s) for Intellectual Property Rights in joint Results and Intellectual Property Rights resulting from such application(s) shall be shared equally between the joint owners. In the event that one of the joint owners of an Intellectual Property Right or an application for an Intellectual Property Right on a joint Result wishes to abstain from participation in the application or at a later time wishes to discontinue the payment of its share of the maintenance fees or other costs in any particular country or territory (the “Relinquishing Owner”), the Relinquishing Owner shall promptly notify the other joint owner(s) of its decision, and the other joint owner(s) may take over the payment of such share. The Relinquishing Owner shall forthwith relinquish to the other joint owner(s) who continue(s) continue such payments, its right, title to and interest ownership in such jointly owned Intellectual Property Right for the countries or territories concerned, subject, however, to the retention of a non-transferable, non-exclusive licenseexclusive, which shall be royalty-free and fully paid-up / on Fair and Reasonable conditions to be agreed (which may also be royalty-free conditions)license, without the right to grant sub-licences, for implementation of the Action and for Exploitation, for the lifetime of the jointly owned Intellectual Property Right in or for the countries or territories concerned in favour of, and for the use by, the Relinquishing Owner as well as such Relinquishing Owner’s Affiliated EntitiesAffiliates. [END OF OPTION 1] [START OF OPTION 2] The joint owners shall agree on all protection measures and the division of related costs in advance of any such protection measures being undertaken by any of the joint owners.. The joint owners shall enter into good faith discussions in order to agree on an appropriate course of action for filing application(s) for Intellectual Property Rights in such joint Result, including the decision as to which Party is to be entrusted with the preparation, filing and prosecution of such application(s) and in which countries of the world such application(s) for Intellectual Property Rights are to be filed. Unless the concerned Parties agree otherwise on a case by case basis, or explicitly provided otherwise herein, all costs related to application(s) for Intellectual Property Rights in joint Results and Intellectual Property Rights resulting from such application(s) shall be shared equally between the joint owners. [END OF OPTION 2]