Common use of New Inventions Clause in Contracts

New Inventions. (a) Inventorship of Inventions shall be determined in accordance with U.S. patent laws. Each Party shall promptly notify the other Party after it first learns of the conception of any Solvay Invention, Depomed Invention or Joint Invention, in each case to the extent necessary or useful for the development, manufacture, use or commercialization of Product, and provide the other Party with a copy of any patent applications it proposes to file within the time period provided in Section 7.4. All Depomed Inventions, and all intellectual property rights therein, shall be the property of Depomed. All Solvay Inventions, and all intellectual property rights therein, shall be the property of Solvay, subject to Section 7.3(b). All Joint Inventions, and all intellectual property rights therein, shall be jointly owned by the Parties such that each Party has an undivided one-half (1/2) interest, without a duty of accounting to the other Party, in and to such Joint Invention, subject to Section 7.3(b). In the event that a jurisdiction requires consent of co-owners for one co-owner to grant license rights under or otherwise exploit jointly owned intellectual property, each of the Parties hereby consents to such license grant under or exploitation of such intellectual property by the other Party without a requirement of accounting. (b) Notwithstanding Section 7.3(a), as between the Parties, Depomed shall solely own all right, title, and interest in and to all Inventions that describe, claim, cover or relate to Formulation Technology and/or the Product or the use, composition, formulation or method of making products based on the Formulation Technology and/or the Product, and all Patent Rights claiming the foregoing and all other intellectual property rights therein including without limitation all rights to enforce such Patent Rights. Such Inventions, Patent Rights and other intellectual property rights shall be subject to the licenses granted to Solvay pursuant to this Agreement without further consideration. Depomed shall be responsible, at its sole expense and discretion (subject to Section 7.4), and if necessary with the cooperation of Solvay, for the preparation, filing, prosecution, and maintenance of Patent Rights claiming such Inventions as set forth in Section 7.4. (c) Without additional consideration, each Party hereby assigns to the other Party such of its right, title and interest in and to any Inventions, Patent Rights claiming them, and all other intellectual property rights therein, and shall require its sublicensees and Affiliates, and all independent contractors, employees or agents of such Party, its Affiliates, or its sublicensees, to so assign to the other Party such of their right, title and interest in and to the foregoing, as is necessary to effectuate the allocation of ownership of Inventions as set forth in this Section 7.3. Each Party shall, and shall cause its sublicensees and Affiliates, and all independent contractors, employees and agents of such Party, its Affiliates, and sublicensees, to, cooperate with the other Party and take all reasonable actions and execute such agreements, declarations, assignments, legal instruments and documents as may be reasonably required to perfect the other Party’s right, title and interest in and to Inventions, Patent Rights and other intellectual property rights as set forth in this Section 7.3. Each Party shall also include provisions in its relevant agreements with Third Parties that effect the intent of this Section 7.3(c).

New Inventions. Subject to the retained rights of NeoPharm’s Licensors delineated in Section 2.6 of this Agreement, NK and NeoPharm agree that: * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portion. (a) Inventorship of Inventions Intellectual property rights regarding any invention conceived solely by either Party during the Term and the Additional Term shall be determined in accordance with U.S. patent laws. Each Party shall promptly notify solely owned by such Party, and the other Party after it first learns of shall have no rights in or to such invention other than those rights specifically granted to such other Party hereunder. The Party who conceived the conception of any Solvay Invention, Depomed Invention or Joint Inventioninvention shall have the right to prosecute and maintain, in each case to its sole discretion and at its own expenses, all patent application or patent regarding such invention in any country in the extent necessary or useful for the development, manufacture, use or commercialization of Product, and provide the other Party with a copy of any patent applications it proposes to file within the time period provided in Section 7.4. All Depomed Inventions, and all intellectual world; (b) Intellectual property rights therein, shall be the property of Depomed. All Solvay Inventions, and all intellectual property rights therein, shall be the property of Solvay, subject to Section 7.3(b). All regarding any Joint Inventions, and all intellectual property rights therein, Invention shall be jointly owned by the Parties such that each Party has an undivided one-half and (1/2i) interestNeoPharm agrees to take responsibility for, without a duty but to consult with NK, the preparation, filing, prosecution and maintenance of accounting to any and all Joint Invention patent applications and patents in the other Party, in and to such Joint Invention, subject to Section 7.3(b). In the event that a jurisdiction requires consent of co-owners for one co-owner to grant license rights under or otherwise exploit jointly owned intellectual property, each of the Parties hereby consents to such license grant under or exploitation of such intellectual property by the other Party without a requirement of accountingNeoPharm Territory. (bii) Notwithstanding Section 7.3(a)NK agrees to take responsibility for, as between but to consult with NeoPharm, the Partiespreparation, Depomed shall solely own all rightfiling, title, prosecution and interest in and to all Inventions that describe, claim, cover or relate to Formulation Technology and/or the Product or the use, composition, formulation or method maintenance of making products based on the Formulation Technology and/or the Product, any and all Patent Rights claiming Joint Invention patent applications and patents in the foregoing and all other intellectual property rights therein including without limitation all rights to enforce such Patent Rights. Such Inventions, Patent Rights and other intellectual property rights shall be subject to Territory. (iii) Expenses in the licenses granted to Solvay pursuant to this Agreement without further consideration. Depomed shall be responsible, at its sole expense and discretion (subject to Section 7.4), and if necessary with the cooperation of Solvay, NeoPharm Territory for the preparation, filing, prosecution, prosecution and maintenance of Patent Rights claiming Joint Invention patent applications and patents shall be borne by NeoPharm, and expenses in the Territory for the preparation, filing, prosecution and maintenance of Joint Invention patent applications and patents shall be borne by NK. (iv) With respect to Joint Inventions, except as provided in paragraph (c) of this Section, NK shall be deemed to have an exclusive license (even as to NeoPharm) to such Joint Inventions within the Territory and NeoPharm shall be deemed to have an exclusive license (even as set forth in Section 7.4.to NK) to such Joint Inventions within the NeoPharm Territory, which exclusive license shall be royalty-free, irrevocable and extend until the expiry of the jointly owned patent(s); and (c) Without additional considerationEach Party may, each Party hereby assigns at its discretion, determine not to the other Party such of maintain its right, title and interest in and to any Inventions, Patent Rights claiming them, and all other intellectual property rights therein, and shall require its sublicensees and Affiliates, and all independent contractors, employees or agents of such Party, its Affiliates, or its sublicensees, to so assign to the other Party such of their right, title and interest in and to the foregoing, as is necessary to effectuate the allocation of ownership of Inventions as set forth in this Section 7.3. Each Party shall8.5, and in such case the discontinuing Party shall cause its sublicensees and Affiliates, and all independent contractors, employees and agents of such Party, its Affiliates, and sublicensees, to, cooperate with notify the other Party and take all reasonable actions and execute such agreements, declarations, assignments, legal instruments and documents as may be reasonably required to perfect in writing of the other discontinuing Party’s right, title and interest in and determination not to Inventions, Patent Rights and other maintain such intellectual property rights as set forth at least 3 months in this Section 7.3advance of any deadlines for maintaining such intellectual property rights. Each After such notice, the discontinuing Party shall also include provisions be exempted from obligations to bear any and all expenses regarding such intellectual property rights. After such notice, the other Party shall have the right to maintain such intellectual property rights at its expense and without any consideration to the discontinuing Party. After such notice and if the other Party maintains such intellectual property rights, the discontinuing Party shall have no right to such intellectual property rights and the other Party who maintains such intellectual property rights shall have exclusive rights to such intellectual property rights, regardless of whether the intellectual property rights are in its relevant agreements with Third Parties that effect the intent of this Section 7.3(c)Territory.

New Inventions. The Chairman agrees and declares that all Inventions (aas defined below) Inventorship of Inventions shall be determined which the Chairman has developed or may develop, made, conceived, reduced to practice, or learned, either alone or with others during the period Chairman provides the Services, that (i) are developed in accordance with U.S. patent laws. Each Party shall promptly notify whole or in part using Company’s equipment, supplies, facilities or Confidential Information, or (ii) directly result from any task assigned to the other Party after it first learns Chairman or any work performed by the Chairman for or on behalf of the conception Company, or by the scope of any Solvay Inventionthe Chairman’s duties and responsibilities with the Company under this Agreement, Depomed Invention or Joint Invention, in each case (iii) are directly related to the extent necessary business competes with the Company, or useful for to any future business the development, manufacture, use or commercialization of Product, and provide Company will actually engage in while the other Party with a copy of any patent applications it proposes Chairman provides Services to file within the time period provided in Section 7.4. All Depomed Company (the “Company Inventions, and all intellectual property rights therein”), shall be the sole property of Depomed. All Solvay Inventionsthe Company and its assigns, and all the Chairman agrees and declares that he does not have any proprietary right and shall have no suit and/or claim of any kind against the Company in any matter relating to any Company Inventions and the intellectual property rights thereinthereto. The Chairman shall provide the Company with any and all information and documents relating to the Company Inventions in his possession, shall or development that Chairman has developed conceived, reduced to practice, during the Term of this Agreement or in the course of, and due to, Chairman’s Services under this Agreement. Without derogating from the aforementioned, the Chairman hereby explicitly waives any interest, claim or demand that it may have for, or may be entitled to, with respect to any consideration, compensation or royalty in connection with the property of SolvayCompany Inventions, subject including but not limited to, any claims for consideration, compensation or royalty pursuant to Section 7.3(b134 of the Israeli Patents Law of 1967 (the “Patents Law”) (if and as applicable). All Joint Inventions, Chairman hereby acknowledges and declares that the Fees and any other benefits provided under this Agreement constitute the entire compensation to which he is entitled to from the Company and includes any and all intellectual property rights therein, shall be jointly owned by the Parties such that each Party has an undivided one-half (1/2) interest, without a duty of accounting consideration with respect to the other PartyCompany Inventions developed by him. Chairman further waives the right to bring any claims, demands or allegations to receive compensation, consideration or royalty with respect to the Moral Rights (as defined below) and the Company Inventions before the Committee for Compensation and Royalties under the Patents Law (the “Committee”). Notwithstanding the above, in and to such Joint Invention, subject to Section 7.3(b). In the event that a jurisdiction requires consent of co-owners for one co-owner to grant license rights under or otherwise exploit jointly owned intellectual property, each of despite the Parties hereby consents to such license grant under or exploitation of such intellectual property by the other Party without a requirement of accounting. (b) Notwithstanding Section 7.3(a), as between the Parties, Depomed shall solely own all right, title, and interest in and to all Inventions that describe, claim, cover or relate to Formulation Technology and/or the Product or the use, composition, formulation or method of making products based on the Formulation Technology and/or the Product, and all Patent Rights claiming the foregoing and all other intellectual property rights therein including without limitation all rights to enforce such Patent Rights. Such Inventions, Patent Rights and other intellectual property rights shall be subject to the licenses granted to Solvay pursuant to this Agreement without further consideration. Depomed shall be responsible, at its sole expense and discretion (subject to Section 7.4), and if necessary with the cooperation of Solvay, for the preparation, filing, prosecution, and maintenance of Patent Rights claiming such Inventions as set forth in Section 7.4. (c) Without additional consideration, each Party hereby assigns to the other Party such of its right, title and interest in and to any Inventions, Patent Rights claiming them, and all other intellectual property rights therein, and shall require its sublicensees and Affiliates, and all independent contractors, employees or agents of such Party, its Affiliates, or its sublicensees, to so assign to the other Party such of their right, title and interest in and to the foregoing, as is necessary to effectuate the allocation of ownership of Inventions parties’ agreement hereunder as set forth in this Section 7.3. Each Party shall7 and in Section 9 below, the aforementioned waiver it is determined by any competent authority (including but not limited to the Committee) that for any reason whatsoever Chairman is or will be entitled to consideration, compensation or royally in connection with one or more Company Inventions, Chairman agrees and acknowledges that the Fees described hereunder will be deemed the sole and final consideration, compensation or royalty payments to which Chairman is, and shall cause its sublicensees and Affiliateswill be, and all independent contractors, employees and agents of entitled to from the Company in connection with such Party, its Affiliates, and sublicensees, to, cooperate with the other Party and take all reasonable actions and execute such agreements, declarations, assignments, legal instruments and documents as may be reasonably required to perfect the other Party’s right, title and interest in and to Company Inventions, Patent Rights and other intellectual property rights as set forth in this Section 7.3. Each Party shall also include provisions in its relevant agreements with Third Parties that effect the intent of this Section 7.3(c).

New Inventions. As between the Parties, (ai) Inventorship title to (1) all Monoclonal Antibody Improvements created, developed, reduced to practice during the Term of this Agreement, and (2) all New Inventions created, developed, reduced to practice, invented solely by or on behalf of KindredBio or its Affiliates shall be determined in accordance with U.S. patent laws. Each Party shall promptly notify the other Party after it first learns of the conception of any Solvay Invention, Depomed Invention or Joint Invention, in each case owned by KindredBio (“KindredBio New IP”) and licensed to Elanco pursuant to Section 2.1 (License to Elanco) to the extent such New Inventions constitute Licensed Patents, Licensed Know-How or are otherwise reasonably necessary or useful for the developmentDevelopment and Commercialization of Licensed Products; and (ii) title to all New Inventions (other than [***]) created, manufacturedeveloped, use reduced to practice, or commercialization invented (1) solely by or on behalf of Product, and provide the other Party with a copy of any patent applications it proposes to file within the time period provided in Section 7.4. All Depomed Inventions, and all intellectual property rights therein, Elanco or its Affiliates shall be the property of Depomed. All Solvay Inventions, owned by Elanco (“Elanco New IP”); and all intellectual property rights therein, shall be the property of Solvay, subject to Section 7.3(b). All Joint Inventions, and all intellectual property rights therein, (2) shall be jointly owned by the both Parties if such New Inventions are Joint Inventions (“Joint IP”); provided, however, that each Party has an undivided one-half in no event shall any New Inventions (1/2including any New Invention that is [***]) interest, without a duty of accounting be deemed to the other Party, in and to such Joint Invention, subject to Section 7.3(b). In the event that a jurisdiction requires consent of co-owners for one co-owner to include or grant license rights under or otherwise exploit jointly owned intellectual property, each of the Parties hereby consents to such license grant under or exploitation of such intellectual property by the other Party without a requirement of accounting. (b) Notwithstanding Section 7.3(a), as between the Parties, Depomed shall solely own all right, title, and interest in and to all Inventions that describe, claim, cover or relate to Formulation Technology and/or the Product or the use, composition, formulation or method of making products based on the Formulation Technology and/or the Product, and all Patent Rights claiming the foregoing and all other intellectual property rights therein including without limitation all rights to enforce such Patent Rightsuse a Party’s Background IP. Such Inventions, Patent Rights and other intellectual property rights shall be subject to the licenses granted to Solvay pursuant to this Agreement without further consideration. Depomed shall be responsible, at its sole expense and discretion (subject to Section 7.4), and if necessary with the cooperation of Solvay, for the preparation, filing, prosecution, and maintenance of Patent Rights claiming such Inventions as set forth in Section 7.4. (c) Without additional consideration, each Party hereby assigns to the other Party such of its right, title and interest in and to any Inventions, Patent Rights claiming them, and all other intellectual property rights therein, and shall require its sublicensees and Affiliates, and all independent contractors, employees or agents of such Party, its Affiliates, or its sublicensees, to so assign to the other Party such of their right, title and interest in and to the foregoing, as is necessary to effectuate the allocation of ownership of Inventions as set forth in this Section 7.3. Each Party shall, and shall cause its sublicensees and Affiliates, and all independent contractors, employees and agents of such Party, its Affiliates, and sublicensees, to, cooperate with the other Party and take all reasonable actions and execute such agreements, declarations, assignments, legal instruments and documents as may be reasonably required to perfect the other PartyKindredBio’s right, title and interest in and to Inventionssuch Joint IP shall be licensed to Elanco pursuant to Section 2.1 (License to Elanco) only to the extent such Joint IP qualifies as Licensed Patents or Licensed Know-How under this Agreement. Inventorship shall be determined by applying the patent laws of the United States, Patent Rights including, in the case of New Inventions jointly invented outside of the United States, as if such New Inventions were invented in the United States, and in no event shall any activities conducted by a Party under or related to the subject matter of this Agreement be deemed to be “on behalf of” the other intellectual property Party. Subject to the rights as set forth in and licenses granted under this Section 7.3. Each Agreement (including the exclusive rights and licenses granted to Elanco pursuant to Article 2 (Licenses and Exclusivity)), each Party shall also include provisions have the right to practice and use, grant licenses to practice and use, any Joint IP without the other Party’s consent and has no duty to account to the other Party for such practice, use and license. Elanco hereby assigns and agrees to assign to KindredBio any right or interest Elanco has in its relevant agreements with Third Parties that effect the intent of this Section 7.3(c)and to any [***], and if such assignment is not enforceable, Elanco shall grant to KindredBio [***]license to use and exploit Elanco’s rights or interests in any such [***].

New Inventions. As between the Parties, title to all New Inventions invented (a) Inventorship of Inventions solely by ACEA shall be determined in accordance with U.S. patent laws. Each Party shall promptly notify the other Party after it first learns of the conception of any Solvay Invention, Depomed Invention or Joint Invention, in each case owned by ACEA (“ACEA IP”) and licensed to Sorrento pursuant to Section 2.1 to the extent such New Inventions constitute Licensed Patents, Licensed Know-How or are otherwise reasonably necessary or useful for the development, manufacture, use or development and commercialization of Product, the Licensed Materials and/or Licensed Products; (b) solely by Sorrento shall be owned by Sorrento (“Sorrento IP”); and provide (c) jointly invented by (i) one or more employees or agents of ACEA or its Affiliates or other persons acting under its authority on the one hand and (ii) one or more employees or agents of Sorrento or its Affiliates or other persons acting under its authority on the other Party with a copy of any patent applications it proposes to file within the time period provided in Section 7.4. All Depomed Inventions, and all intellectual property rights therein, shall be the property of Depomed. All Solvay Inventions, and all intellectual property rights therein, shall be the property of Solvay, subject to Section 7.3(b). All Joint Inventions, and all intellectual property rights thereinhand, shall be jointly owned by the both Parties such that each Party has an undivided one-half (1/2“Joint IP”) interest, without a duty of accounting to the other Party, in and to such Joint Invention, subject to Section 7.3(b). In the event that a jurisdiction requires consent of co-owners for one co-owner to grant license rights under or otherwise exploit jointly owned intellectual property, each of the Parties hereby consents to such license grant under or exploitation of such intellectual property by the other Party without a requirement of accounting. (b) Notwithstanding Section 7.3(a), as between the Parties, Depomed shall solely own all right, title, and interest in and to all Inventions that describe, claim, cover or relate to Formulation Technology and/or the Product or the use, composition, formulation or method of making products based on the Formulation Technology and/or the Product, and all Patent Rights claiming the foregoing and all other intellectual property rights therein including without limitation all rights to enforce such Patent Rights. Such Inventions, Patent Rights and other intellectual property rights shall be subject to the licenses granted to Solvay pursuant to this Agreement without further consideration. Depomed shall be responsible, at its sole expense and discretion (subject to Section 7.4), and if necessary with the cooperation of Solvay, for the preparation, filing, prosecution, and maintenance of Patent Rights claiming such Inventions as set forth in Section 7.4. (c) Without additional consideration, each Party hereby assigns to the other Party such of its right, title and interest in and to any Inventions, Patent Rights claiming them, and all other intellectual property rights therein, and shall require its sublicensees and Affiliates, and all independent contractors, employees or agents of such Party, its Affiliates, or its sublicensees, to so assign to the other Party such of their right, title and interest in and to the foregoing, as is necessary to effectuate the allocation of ownership of Inventions as set forth in this Section 7.3. Each Party shall, and shall cause its sublicensees and Affiliates, and all independent contractors, employees and agents of such Party, its Affiliates, and sublicensees, to, cooperate with the other Party and take all reasonable actions and execute such agreements, declarations, assignments, legal instruments and documents as may be reasonably required to perfect the other PartyACEA’s right, title and interest in and to Inventionssuch Joint IP shall be licensed to Sorrento pursuant to Section 2.1 only to the extent such Joint IP qualifies as Licensed Patents or Licensed Know-How under this Agreement; provided, Patent Rights for clarity, the exclusive rights and licenses granted to Sorrento under ACEA’s right, title and interest in and to such Joint IP shall not result in additional consideration due to ACEA other intellectual property than as provided under this Agreement. Inventorship shall be determined by applying the patent laws of the United States, including, in the case of New Inventions jointly invented outside of the United States, as if such New Inventions were invented in the United States. Subject to the rights as set forth in and licenses granted under this Agreement (including the exclusive rights and licenses granted to Sorrento pursuant to Section 7.3. Each 2), each Party shall also include provisions have the right to practice and use, grant licenses to practice and use, any Joint IP without the other Party’s consent and has no duty to account to the other Party for such practice, use and license. ACEA will keep Sorrento regularly informed of the development of ACEA IP and will provide to Sorrento all Know-How included therein, including upon request by Sorrento. ACEA, on behalf of itself and its Affiliates, hereby irrevocably and unconditionally assigns, and agrees to assign and to cause its Affiliates to assign, to Sorrento all right, title and interest of ACEA and its Affiliates, if any, in its relevant agreements with Third Parties that effect and to the intent Sorrento IP to be owned by Sorrento pursuant to Section 5.1. Sorrento hereby grants to ACEA, during the term of this Section 7.3(cAgreement, a non-exclusive, sub-licensable, non-transferable (except to an Affiliate or permitted assignee), fully paid-up, royalty free, worldwide license, under Sorrento’s rights in and to the Sorrento IP, solely to fulfil its obligations under this Agreement.

New Inventions. The Vice Chairman agrees and declares that all Inventions (aas defined below) Inventorship of Inventions shall be determined which the Vice Chairman has developed or may develop, made, conceived, reduced to practice, or learned, either alone or with others during the period Vice Chairman provides the Services, that (i) are developed in accordance with U.S. patent laws. Each Party shall promptly notify whole or in part using Company’s equipment, supplies, facilities or Confidential Information, or (ii) directly result from any task assigned to the other Party after it first learns Vice Chairman or any work performed by the Vice Chairman for or on behalf of the conception Company, or by the scope of any Solvay Inventionthe Vice Chairman’s duties and responsibilities with the Company under this Agreement, Depomed Invention or Joint Invention, in each case (iii) are directly related to the extent necessary business competes with the Company, or useful for to any future business the development, manufacture, use or commercialization of Product, and provide Company will actually engage in while the other Party with a copy of any patent applications it proposes Vice Chairman provides Services to file within the time period provided in Section 7.4. All Depomed Company (the “Company Inventions, and all intellectual property rights therein”), shall be the sole property of Depomed. All Solvay Inventionsthe Company and its assigns, and all the Vice Chairman agrees and declares that he does not have any proprietary right and shall have no suit and/or claim of any kind against the Company in any matter relating to any Company Inventions and the intellectual property rights thereinthereto. The Vice Chairman shall provide the Company with any and all information and documents relating to the Company Inventions in his possession, shall or development that Vice Chairman has developed conceived, reduced to practice, during the Term of this Agreement or in the course of, and due to, Vice Chairman’s Services under this Agreement. Without derogating from the aforementioned, the Vice Chairman hereby explicitly waives any interest, claim or demand that it may have for, or may be entitled to, with respect to any consideration, compensation or royalty in connection with the property of SolvayCompany Inventions, subject including but not limited to, any claims for consideration, compensation or royalty pursuant to Section 7.3(b134 of the Israeli Patents Law of 1967 (the “Patents Law”) (if and as applicable). All Joint Inventions, Vice Chairman hereby acknowledges and declares that the Fees and any other benefits provided under this Agreement constitute the entire compensation to which he is entitled to from the Company and includes any and all intellectual property rights therein, shall be jointly owned by the Parties such that each Party has an undivided one-half (1/2) interest, without a duty of accounting consideration with respect to the other PartyCompany Inventions developed by him. Vice Chairman further waives the right to bring any claims, demands or allegations to receive compensation, consideration or royalty with respect to the Moral Rights (as defined below) and the Company Inventions before the Committee for Compensation and Royalties under the Patents Law (the “Committee”). Notwithstanding the above, in and to such Joint Invention, subject to Section 7.3(b). In the event that a jurisdiction requires consent of co-owners for one co-owner to grant license rights under or otherwise exploit jointly owned intellectual property, each of despite the Parties hereby consents to such license grant under or exploitation of such intellectual property by the other Party without a requirement of accounting. (b) Notwithstanding Section 7.3(a), as between the Parties, Depomed shall solely own all right, title, and interest in and to all Inventions that describe, claim, cover or relate to Formulation Technology and/or the Product or the use, composition, formulation or method of making products based on the Formulation Technology and/or the Product, and all Patent Rights claiming the foregoing and all other intellectual property rights therein including without limitation all rights to enforce such Patent Rights. Such Inventions, Patent Rights and other intellectual property rights shall be subject to the licenses granted to Solvay pursuant to this Agreement without further consideration. Depomed shall be responsible, at its sole expense and discretion (subject to Section 7.4), and if necessary with the cooperation of Solvay, for the preparation, filing, prosecution, and maintenance of Patent Rights claiming such Inventions as set forth in Section 7.4. (c) Without additional consideration, each Party hereby assigns to the other Party such of its right, title and interest in and to any Inventions, Patent Rights claiming them, and all other intellectual property rights therein, and shall require its sublicensees and Affiliates, and all independent contractors, employees or agents of such Party, its Affiliates, or its sublicensees, to so assign to the other Party such of their right, title and interest in and to the foregoing, as is necessary to effectuate the allocation of ownership of Inventions parties’ agreement hereunder as set forth in this Section 7.3. Each Party shall7 and in Section 9 below, the aforementioned waiver it is determined by any competent authority (including but not limited to the Committee) that for any reason whatsoever Vice Chairman is or will be entitled to consideration, compensation or royally in connection with one or more Company Inventions, Vice Chairman agrees and acknowledges that the Fees described hereunder will be deemed the sole and final consideration, compensation or royalty payments to which Vice Chairman is, and shall cause its sublicensees and Affiliateswill be, and all independent contractors, employees and agents of entitled to from the Company in connection with such Party, its Affiliates, and sublicensees, to, cooperate with the other Party and take all reasonable actions and execute such agreements, declarations, assignments, legal instruments and documents as may be reasonably required to perfect the other Party’s right, title and interest in and to Company Inventions, Patent Rights and other intellectual property rights as set forth in this Section 7.3. Each Party shall also include provisions in its relevant agreements with Third Parties that effect the intent of this Section 7.3(c).