Common use of Ownership and Inventions Clause in Contracts

Ownership and Inventions. (a) Without regard to inventorship, all Inventions (together with all intellectual property rights therein) that comprise: (i) [* * *], (ii) [* * *], or (iv) [* * *] (individually and collectively, the “DURECT Inventions”) shall be solely owned by DURECT; provided that [* * *]. Without limiting the foregoing [* * *], PTI hereby assigns and conveys to DURECT, all of its rights, title and interest in and to any DURECT Inventions (together with all intellectual property rights therein) made by or on behalf of PTI. PTI shall promptly disclose to DURECT in writing any DURECT Inventions conceived of or reduced to practice by PTI scientists and research, development and technical personnel involved in the performance of activities under this Agreement and shall require such persons to deliver such assignments, confirmations of assignments or other written instruments as are necessary to vest in DURECT clear and marketable title to such DURECT Inventions (together with all intellectual property rights therein). Upon DURECT’s request and at DURECT’s cost, PTI agrees to execute and deliver all papers and perform all acts which are reasonably necessary in order for DURECT to secure, maintain and enforce any Patents claiming DURECT Inventions in any country. (b) Without regard to inventorship, all Inventions (together with all intellectual property rights therein) excluding the DURECT Inventions described in Section 12.5(a) above shall be solely owned by PTI. The Inventions owned by PTI under this Section 12.5(b) shall be referred to herein as “PTI Inventions” and shall be deemed PTI Technology. For clarity and without limiting the foregoing, it is understood and agreed that the PTI Inventions include any and all Inventions comprising: (i) [* * *], (ii) [* * *], (iii) [* * *], and (iv) [* * *]. DURECT hereby assigns and conveys to PTI, all of its rights, title and interest in and to any PTI Inventions (together with all intellectual property rights therein) made by or on behalf of DURECT. DURECT shall promptly disclose to PTI in writing any PTI Inventions conceived of or reduced to practice by DURECT scientists and research, development and technical personnel involved in the performance of activities under this Agreement and shall require such persons to deliver such assignments, confirmations of assignments or other written instruments as are necessary to vest in PTI clear and marketable title to such PTI Inventions (together with all intellectual property rights therein). Upon PTI’s request and at PTI’s cost, DURECT agrees to execute and deliver all papers and perform all acts which are reasonably necessary in order for PTI to secure, maintain and enforce any Patents claiming the PTI Inventions in any country.

Ownership and Inventions. (a) Without regard All materials, documents and information, programs and suggestions of every kind and descriptions provided by ARTES to inventorship, THERAPEUTICS or to Investigators and all Inventions (together data or reports resulting from any Study and/or generated by Investigators participating in a Study or prepared by THERAPEUTICS in connection with all intellectual property rights therein) that comprise: (i) [* * *], (ii) [* * *], or (iv) [* * *] (individually and collectively, the “DURECT Inventions”) Services performed hereunder shall be solely owned the sole and exclusive property of ARTES. (b) THERAPEUTICS shall retain and preserve one (1) copy only of all such property of ARTES for a period of two (2) years after the NDA, 510K or PMA has been approved by DURECT; provided that [* * *]the FDA or a Project has been discontinued. Without limiting At the foregoing [* * *]end of such two (2) year period, PTI hereby assigns and conveys to DURECT, all THERAPEUTICS shall give ARTES written notice of its intent to destroy any of such material at least thirty (30) days prior to destruction. If ARTES requests such material, THERAPEUTICS shall provide such material to ARTES at ARTES’ expense. Failure of ARTES to request such material or to respond to such notice within the thirty (30) day period shall be evidence of ARTES’ acquiescence to the destruction of such material. (c) All rights, title and interest in and to any DURECT Inventions (together with all intellectual property rights therein) made by or on behalf of PTI. PTI shall promptly disclose to DURECT in writing any DURECT Inventions conceived of or reduced to practice by PTI scientists and research, development and technical personnel involved in the performance of activities under this Agreement and shall require such persons to deliver such assignments, confirmations of assignments or other written instruments as are necessary to vest in DURECT clear and marketable title to such DURECT Inventions (together with all intellectual property rights therein). Upon DURECT’s request and at DURECT’s cost, PTI agrees to execute and deliver all papers and perform all acts which are reasonably necessary in order for DURECT to secure, maintain and enforce any Patents claiming DURECT Inventions in any country. (b) Without regard to inventorship, all Inventions (together with all intellectual property rights therein) excluding the DURECT Inventions described in Section 12.5(a) above shall be solely owned by PTI. The Inventions owned by PTI under this Section 12.5(b) shall be referred to herein as “PTI Inventions” and shall be deemed PTI Technology. For clarity and without limiting the foregoing, it is understood and agreed that the PTI Inventions include any and all Inventions comprising: (i) [* * *], (ii) [* * *], (iii) [* * *], data shall be owned solely and (iv) [* * *]exclusively by ARTES. DURECT hereby assigns and conveys to PTI, all of its All rights, title and interest in any discoveries or inventions directly arising from the Services provided to ARTES pursuant to this Master Agreement and/or Work Order that are directly related to the Active Pharmaceutical Ingredient shall be owned solely and exclusively by ARTES regardless of inventorship unless otherwise agreed to any PTI Inventions (together with all intellectual property rights therein) made by or on behalf of DURECTthe Parties. DURECT shall THERAPEUTICS will promptly disclose to PTI in writing to ARTES or its nominee any PTI Inventions and all inventions, discoveries, improvements and modifications, conceived of or reduced to practice by DURECT scientists THERAPEUTICS arising from the Services provided to ARTES pursuant to this Master Agreement or any Work Orders that are directly related to the Active Pharmaceutical Ingredient. THERAPEUTICS agrees to assign all its interest therein to ARTES or its nominee and, whenever requested to do so by ARTES, THERAPEUTICS will execute any and researchall applications, development and technical personnel involved in the performance of activities under this Agreement and shall require such persons to deliver such assignments, confirmations of assignments or other written instruments as are and give testimony deemed necessary to vest apply for and obtain patent letters in PTI clear the United States or any foreign country or to otherwise protect ARTES’ interests, therein, at ARTES’ sole cost and marketable title to such PTI Inventions expense, including the payment of THERAPEUTICS’ standard rates therefor. These obligations shall continue beyond the termination of this Master Agreement for a period of one (together with all intellectual property rights therein). Upon PTI’s request 1) year and at PTI’s costshall be binding upon THERAPEUTICS’ successors, DURECT agrees to execute assignees, administrators, subcontractors and deliver all papers and perform all acts which are reasonably necessary in order for PTI to secure, maintain and enforce any Patents claiming the PTI Inventions in any countryother legal representatives.

Ownership and Inventions. (a) Without regard All data, reports, materials, documentation, information, inventions and/or related patents generated or derived by Vaccinex as the result of the Services performed by Vaccinex under this Agreement (collectively referred to inventorshipas the “Developments”) shall be owned by Vaccinex pursuant to the License Agreement. Vaccinex hereby acknowledges and agrees that the Developments are hereby licensed to LP for use in the Field (as defined in the License Agreement) in the Territory (as defined in the License Agreement) during the term of the License Agreement as if such Developments were Licensed Assets (as defined in the License Agreement) under the License Agreement. In this regard, all Inventions (together with all intellectual property rights therein) that comprisefor the avoidance of doubt and without limiting the generality of the foregoing: (i) [* * *]such license will be limited in scope to using, making, having made, selling, offering for sale, and importing the Compound and Licensed Products, all solely within the Field in the Territory; (ii) [* * *]such license will initially be an exclusive license, but will be converted to a nonexclusive license in the event of any failure of LP to make any payment in accordance with this Agreement or to make any payment in connection with any Third-Party License Agreement (as defined in the License Agreement); (iii) the prosecution, maintenance, and enforcement of all Developments will be as that set forth with respect to Licensed Assets in the License Agreement; (iv) [* * *] (individually and collectivelyat the request of LP, the “DURECT Inventions”) Vaccinex shall be solely owned by DURECT; provided perform any acts that [* * *]. Without limiting the foregoing [* * *]LP may deem necessary or desirable, PTI hereby assigns and conveys at LP’s sole expense, to DURECT, all of its evidence or confirm LP’s rights, title if any, in such Developments; and interest in and to any DURECT Inventions (together with all intellectual property rights thereinv) made by such license shall automatically terminate upon the termination or on behalf expiration of PTI. PTI shall promptly disclose to DURECT in writing any DURECT Inventions conceived of or reduced to practice by PTI scientists and research, development and technical personnel involved in the performance of activities under this Agreement and shall require such persons to deliver such assignments, confirmations of assignments or other written instruments as are necessary to vest in DURECT clear and marketable title to such DURECT Inventions (together with all intellectual property rights therein). Upon DURECT’s request and at DURECT’s cost, PTI agrees to execute and deliver all papers and perform all acts which are reasonably necessary in order for DURECT to secure, maintain and enforce any Patents claiming DURECT Inventions in any country.the License Agreement (b) Without regard Notwithstanding the provisions of Section 8(a), LP acknowledges that Vaccinex possesses and may possess during the Term certain inventions, processes, know-how, trade secrets, improvements, intellectual properties and other assets, including, but not limited to, analytical methods, procedures and techniques, procedure manuals, personnel data, financial information, computer technical expertise and software, that have been independently developed by Vaccinex and are of general application to inventorshipits business or operations (collectively, all Inventions (together with all intellectual property rights therein) excluding “Vaccinex’s Property”). For the DURECT Inventions described in Section 12.5(a) above shall avoidance of doubt, any Development that also constitutes Vaccinex’s Property hereunder will be deemed solely owned by PTI. The Inventions owned by PTI to be Vaccinex’s Property under this Section 12.5(b) shall be referred to herein as “PTI Inventions” and shall be deemed PTI Technology. For clarity and without limiting the foregoing, it is understood and agreed that the PTI Inventions include any and all Inventions comprising: subsection (i) [* * *], (ii) [* * *], (iii) [* * *]b), and the foregoing subsection (iva) [* * *]will not apply with respect to the same. DURECT LP and Vaccinex agree that any of Vaccinex’s Property or improvements thereto that are used, improved, modified or developed by Vaccinex under or during the Term are the sole and exclusive property of Vaccinex. Vaccinex hereby assigns grants to LP a non-exclusive, non-transferable, royalty-free license, effective during the term of the License Agreement, under Vaccinex’s Property and conveys any improvements thereto that are used, improved, modified or developed by Vaccinex under or during the Term, solely to PTI, all the extent the same would be infringed by the exercise of its rights, title and interest LP’s rights in and to any PTI Inventions the Developments pursuant to this Section 8. (together with c) Vaccinex retains all intellectual property rights therein) made by or on behalf of DURECT. DURECT shall promptly disclose not expressly granted to PTI in writing any PTI Inventions conceived of or reduced to practice by DURECT scientists and research, development and technical personnel involved in the performance of activities under this Agreement and shall require such persons to deliver such assignments, confirmations of assignments or other written instruments as are necessary to vest in PTI clear and marketable title to such PTI Inventions (together with all intellectual property rights therein). Upon PTI’s request and at PTI’s cost, DURECT agrees to execute and deliver all papers and perform all acts which are reasonably necessary in order for PTI to secure, maintain and enforce any Patents claiming the PTI Inventions in any countryLP hereunder.

Ownership and Inventions. (a) Without regard All materials, documents and information, programs and suggestions of every kind and descriptions provided by DUSA to inventorship, THERAPEUTICS or to Investigators and all Inventions (together data or reports generated by Investigators participating in a DUSA-sponsored Study or prepared by THERAPEUTICS in connection with all intellectual property rights therein) that comprise: (i) [* * *], (ii) [* * *], or (iv) [* * *] (individually and collectively, the “DURECT Inventions”) Services performed hereunder shall be solely owned by DURECT; provided that [* * *]the sole and exclusive property of DUSA. (b) THERAPEUTICS shall retain and preserve one (1) copy only of all such property of DUSA for a period of two (2) years after the NDA has been approved or a Project discontinued. Without limiting At the foregoing [* * *]end of such two (2) year period, PTI hereby assigns and conveys to DURECT, THERAPEUTICS may destroy all such material upon giving DUSA written notice of its intent to do so at least thirty (30) days prior to destruction. Failure of DUSA to respond to such notice within the thirty (30) day period shall be evidence of DUSA’s acquiescence in the destruction of such material. (c) All rights, title and interest in and to any DURECT Inventions (together with and all intellectual property rights therein) made data, discoveries or inventions arising pursuant to this Master Agreement and/or Work Order shall be owned solely and exclusively by DUSA regardless of inventorship. THERAPEUTICS will disclose promptly to DUSA or on behalf of PTI. PTI shall promptly disclose to DURECT in writing its nominee any DURECT Inventions and all inventions, discoveries, improvements and modification, conceived of or reduced to practice by PTI scientists THERAPEUTICS or any Investigator or at any Study site arising from the Services to DUSA pursuant to this Master Agreement or any Work Order and researchrelating to such Services. THERAPEUTICS agrees to assign all its interest therein to DUSA or its nominee and, development whenever requested to do so by DUSA, THERAPEUTICS will execute any and technical personnel involved all applications, assignments or other instruments and give testimony which DUSA shall deem necessary to apply for and obtain patent letters in the performance United States or any foreign country or to otherwise protect DUSA’s interests, therein, at DUSA’s sole cost and expense, including the payment of activities under THERAPEUTICS’ standard rates therefor. These obligations shall continue beyond the termination of this Master Agreement and shall require such persons to deliver such assignmentsbe binding upon THERAPEUTICS’ assignees, confirmations of assignments or administrators, subcontractors and other written instruments as are necessary to vest in DURECT clear and marketable title to such DURECT Inventions (together with all intellectual property rights therein). Upon DURECT’s request and at DURECT’s cost, PTI agrees to execute and deliver all papers and perform all acts which are reasonably necessary in order for DURECT to secure, maintain and enforce any Patents claiming DURECT Inventions in any countrylegal representatives. (b) Without regard to inventorship, all Inventions (together with all intellectual property rights therein) excluding the DURECT Inventions described in Section 12.5(a) above shall be solely owned by PTI. The Inventions owned by PTI under this Section 12.5(b) shall be referred to herein as “PTI Inventions” and shall be deemed PTI Technology. For clarity and without limiting the foregoing, it is understood and agreed that the PTI Inventions include any and all Inventions comprising: (i) [* * *], (ii) [* * *], (iii) [* * *], and (iv) [* * *]. DURECT hereby assigns and conveys to PTI, all of its rights, title and interest in and to any PTI Inventions (together with all intellectual property rights therein) made by or on behalf of DURECT. DURECT shall promptly disclose to PTI in writing any PTI Inventions conceived of or reduced to practice by DURECT scientists and research, development and technical personnel involved in the performance of activities under this Agreement and shall require such persons to deliver such assignments, confirmations of assignments or other written instruments as are necessary to vest in PTI clear and marketable title to such PTI Inventions (together with all intellectual property rights therein). Upon PTI’s request and at PTI’s cost, DURECT agrees to execute and deliver all papers and perform all acts which are reasonably necessary in order for PTI to secure, maintain and enforce any Patents claiming the PTI Inventions in any country.

Ownership and Inventions. (a) Without regard to inventorship, all Inventions (together with all intellectual property rights therein) that comprise: (i) [* * *], (ii) [* * *] (iii) [* * *], or (iv) [* * *] (individually and collectively, the “DURECT Inventions”) shall be solely owned by DURECT; provided that [* * *]. Without limiting the foregoing [* * *], PTI hereby assigns and conveys to DURECT, all of its rights, title and interest in and to any DURECT Inventions (together with all intellectual property rights therein) made by or on behalf of PTI. PTI shall promptly disclose to DURECT in writing any DURECT Inventions conceived of or reduced to practice by PTI scientists and research, development and technical personnel involved in the performance of activities under this Agreement and shall require such persons to deliver such assignments, confirmations of assignments or other written instruments as are necessary to vest in DURECT clear and marketable * * * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been granted with respect to the omitted portions. title to such DURECT Inventions (together with all intellectual property rights therein). Upon DURECT’s request and at DURECT’s cost, PTI agrees to execute and deliver all papers and perform all acts which are reasonably necessary in order for DURECT to secure, maintain and enforce any Patents claiming DURECT Inventions in any country. (b) Without regard to inventorship, all Inventions (together with all intellectual property rights therein) excluding the DURECT Inventions described in Section 12.5(a) above shall be solely owned by PTI. The Inventions owned by PTI under this Section 12.5(b) shall be referred to herein as “PTI Inventions” and shall be deemed PTI Technology. For clarity and without limiting the foregoing, it is understood and agreed that the PTI Inventions include any and all Inventions comprising: (i) [* * *], (ii) [* * *], (iii) [* * *], and (iv) [* * *]. DURECT hereby assigns and conveys to PTI, all of its rights, title and interest in and to any PTI Inventions (together with all intellectual property rights therein) made by or on behalf of DURECT. DURECT shall promptly disclose to PTI in writing any PTI Inventions conceived of or reduced to practice by DURECT scientists and research, development and technical personnel involved in the performance of activities under this Agreement and shall require such persons to deliver such assignments, confirmations of assignments or other written instruments as are necessary to vest in PTI clear and marketable title to such PTI Inventions (together with all intellectual property rights therein). Upon PTI’s request and at PTI’s cost, DURECT agrees to execute and deliver all papers and perform all acts which are reasonably necessary in order for PTI to secure, maintain and enforce any Patents claiming the PTI Inventions in any country.

Ownership and Inventions. (a) All rights, title and interest in and to the DURECT Patent Rights and the DURECT Technology shall be exclusively owned by DURECT. Without regard to inventorship, all Inventions (together with all intellectual property rights therein) that comprise: (i) relate to [* * *]] thereof shall be solely owned by DURECT. In addition, (ii) [* * *]without regard to inventorship, or (iv) all Inventions relating to [* * *] (individually and collectively, the “DURECT Combination Inventions”) shall be solely owned by DURECT; , provided that [* * *]. Without limiting the foregoing [* * *], PTI The Inventions owned by DURECT under this Section 12.5(a) shall be referred to herein as “DURECT Inventions” and shall be deemed DURECT Technology. BioPartners hereby assigns and conveys to DURECT, all of its rights, title and interest in and to any DURECT Inventions (together with all intellectual property rights therein) made developed by or on behalf of PTIBioPartners. PTI BioPartners shall promptly disclose to DURECT in writing any DURECT Inventions conceived of or reduced to practice by PTI require that its scientists and research, development and technical personnel involved in the performance of activities under this Agreement and shall require such persons to deliver such assignments, confirmations of assignments or other written instruments as are necessary to vest in DURECT clear and marketable title to such DURECT Inventions (together with all intellectual property rights therein)Inventions. Upon DURECT’s request and at DURECT’s cost, PTI BioPartners agrees to execute and deliver all papers and perform all acts which are reasonably necessary in order for DURECT to secure, maintain and enforce any Patents claiming DURECT patents for said Inventions in any country. (b) All rights, title and interest in and to the BioPartners Patent Rights and the BioPartners Technology shall be exclusively owned by BioPartners. Without regard to inventorship, all Inventions (together with all intellectual property rights therein) excluding the DURECT Inventions described in Section 12.5(a) above that relate to [* * *] shall be solely owned by PTIBioPartners. The Inventions owned by PTI BioPartners under this Section 12.5(b) shall be referred to herein as “PTI BioPartners Inventions” and shall be deemed PTI BioPartners Technology. For clarity and without limiting the foregoing, it is understood and agreed that the PTI Inventions include any and all Inventions comprising: (i) [* * *], (ii) [* * *], (iii) [* * *], and (iv) [* * *]. DURECT hereby assigns and conveys to PTIBioPartners, all of its rights, title and interest in and to any PTI BioPartner Inventions (together with all intellectual property rights therein) made developed by or on behalf of DURECT. DURECT shall promptly disclose to PTI in writing any PTI Inventions conceived of or reduced to practice by DURECT require that its scientists and research, development and technical personnel involved in the performance of activities under this Agreement and shall require such persons to deliver such assignments, confirmations of assignments or other written instruments as are necessary to vest in PTI BioPartners clear and marketable title to such PTI Inventions (together with all intellectual property rights therein)BioPartners Inventions. Upon PTI’s BioPartners’ request and at PTI’s BioPartners’ cost, DURECT agrees to execute and deliver all papers and perform all acts which are reasonably necessary in order for PTI BioPartners to secure, maintain and enforce any Patents claiming the PTI patents for said Inventions in any country.

Ownership and Inventions. (a) Without regard to inventorship, all Inventions (together with all intellectual property rights therein) that comprise: (i) [* * *]] , (ii) [* * *], or (iv) [* * *] (individually and collectively, the “DURECT Inventions”) shall be solely owned by DURECT; provided that [* * *]] . Without limiting the foregoing [* * *]] , PTI hereby assigns and conveys to DURECT, all of its rights, title and interest in and to any DURECT Inventions (together with all intellectual property rights therein) made by or on behalf of PTI. PTI shall promptly disclose to DURECT in writing any DURECT Inventions conceived of or reduced to practice by PTI scientists and research, development and technical personnel involved in the performance of activities under this Agreement and shall require such persons to deliver such assignments, confirmations of assignments or other written instruments as are necessary to vest in DURECT clear and marketable title to such DURECT Inventions (together with all intellectual property rights therein). Upon DURECT’s request and at DURECT’s cost, PTI agrees to execute and deliver all papers and perform all acts which are reasonably necessary in order for DURECT to secure, maintain and enforce any Patents claiming DURECT Inventions in any country. (b) Without regard to inventorship, all Inventions (together with all intellectual property rights therein) excluding the DURECT Inventions described in Section 12.5(a) above shall be solely owned by PTI. The Inventions owned by PTI under this Section 12.5(b) shall be referred to herein as “PTI Inventions” and shall be deemed PTI Technology. For clarity and without limiting the foregoing, it is understood and agreed that the PTI Inventions include any and all Inventions comprising: (i) [* * *]] , (ii) [* * *]] , (iii) [* * *]] , and (iv) [* * *]] . DURECT hereby assigns and conveys to PTI, all of its rights, title and interest in and to any PTI Inventions (together with all intellectual property rights therein) made by or on behalf of DURECT. DURECT shall promptly disclose to PTI in writing any PTI Inventions conceived of or reduced to practice by DURECT scientists and research, development and technical personnel involved in the performance of activities under this Agreement and shall require such persons to deliver such assignments, confirmations of assignments or other written instruments as are necessary to vest in PTI clear and marketable title to such PTI Inventions (together with all intellectual property rights therein). Upon PTI’s request and at PTI’s cost, DURECT agrees to execute and deliver all papers and perform all acts which are reasonably necessary in order for PTI to secure, maintain and enforce any Patents claiming the PTI Inventions in any country.