Common use of Ownership of Collaboration Inventions Clause in Contracts

Ownership of Collaboration Inventions. Subject to the terms hereof, including the licenses and other rights granted hereunder, all Collaboration Inventions shall be owned as follows: (a) All Collaboration Inventions, including Joint Inventions, conceived or created by either Party or a Third Party on behalf of such Party during the Term relating to (i) solely the FC Technology and/or other formulations for injection Controlled by Camurus and being part of the Camurus Platform IP all having an effective extended release duration of more than 24 hours, or (ii) the FC Technology and/or other formulations for injection Controlled by Camurus and being part of the Camurus Platform IP all having an effective extended release duration of more than 24 hours, in each case incorporating buprenorphine or any other active pharmaceutical ingredient, shall be exclusively owned by Camurus, subject to the license granted to Braeburn under Section 2.1. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) The Parties shall jointly own all Joint Inventions, other than those covered above in (a), and, subject to the rights granted each Party under this Agreement, each Party may make, use, sell, keep, license or assign its interest in Joint Inventions and otherwise undertake all activities a sole owner might undertake with respect to such Joint Inventions, without the consent of and without accounting to the other Party. “Joint Inventions” means Collaboration Inventions for which it is determined, in accordance with the patent law of England, that both: (i) one or more employees, consultants or agents of Camurus or its Affiliates or any other persons obligated to assign such Collaboration Invention to Camurus; and (ii) one or more employees, consultants or agents of Braeburn or its Affiliates or any other persons obligated to assign such Collaboration Invention to Braeburn, are joint inventors of the Collaboration Invention. For any Joint IP covered by this Section 7.2(b) that could be the subject of an application for a Patent Right, the JSC, in conjunction with each Party’s patent counsel, will make an initial determination of inventorship prior to filing the application therefor to confirm that it is Joint IP. Each Party will provide information and records relevant to such determination to the JSC and such patent counsel. If the JSC fails to agree whether there has been joint inventorship, the application for the Patent Right will continue to be filed as Joint IP under the procedures set out in this Section 7 and the dispute will be referred to a Third Party patent attorney acceptable to each of the Parties for Expert Determination as provided in Exhibit 7.2(b).

Ownership of Collaboration Inventions. Subject to the terms hereof, including the licenses and other rights granted hereunder, all Collaboration Inventions shall be owned as follows: (a) All Collaboration Inventions, including Joint Inventions, conceived or created by either Party or a Third Party on behalf of such Party during the Term relating to (i) solely the FC Technology and/or other formulations for injection Controlled by Camurus and being part of the Camurus Platform IP all having an effective extended release duration of more than 24 hours, or (ii) the FC Technology and/or other formulations for injection Controlled by Camurus and being part of the Camurus Platform IP all having an effective extended release duration of more than 24 hours, in each case incorporating buprenorphine or any other active pharmaceutical ingredient, shall be exclusively owned by Camurus, subject to the license granted to Braeburn under Section 2.1. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]] Collaboration Inventions (including all Patents and other Intellectual Property Rights relating thereto) that relate to the Product (including, inter alia, components thereof, its composition or formulation, methods of manufacture, processing, finishing, packaging and methods of use), without regard to inventorship (each such Collaboration Invention a “Product Collaboration Invention”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED). (b) The With respect to Collaboration Inventions that do not constitute Product Collaboration Inventions, [**] such Collaboration Inventions (including all Patents and other Intellectual Property Rights relating thereto) [**] its employees and/or Third Parties acting on behalf of Durect in the performance of the Development Plan and other activities undertaken by it under this Agreement (each such Collaboration Invention a [**]. (c) With respect to Collaboration Inventions that do not constitute Product Collaboration Inventions, [**] such Collaboration Inventions (including all Patents and other Intellectual Property Rights relating thereto) [**] its employees and/or Third Parties acting on behalf of Alpharma in the performance of the Development Plan and other activities undertaken by it under this Agreement (each such Collaboration Invention, an [**]. (d) With respect to Collaboration Inventions that do not constitute Product Collaboration Inventions, the Parties shall jointly own all Joint Inventions, other than those covered above in Inventions (a), as defined below) and, subject to the rights granted each Party under this Agreement and except as otherwise specifically provided under this Agreement, each Party may make, use, sell, keep, license or assign its interest in Joint Inventions and otherwise undertake all activities a sole owner might undertake with respect to such Joint Inventions, without the consent of and without accounting to the other Party. “Joint InventionsInvention” means a Collaboration Inventions Invention which is not a Product Collaboration Invention for which it is determined, in accordance with the patent law of England, that bothwhich: (i) one or more employees, consultants or agents of Camurus or its Affiliates Durect or any other persons obligated to assign such Collaboration Invention to CamurusDurect; and (ii) one or more employees, consultants or agents of Braeburn or its Affiliates Alpharma or any other persons obligated to assign such Collaboration Invention to BraeburnAlpharma, are joint inventors of the such Collaboration Invention. For any Joint IP covered by this Section 7.2(b) The term “joint inventors,” as it applies generally to Collaboration Inventions, shall be construed in accordance with how that could be the subject of an application for a Patent Right, the JSC, in conjunction with each Party’s term is used pursuant to United States patent counsel, will make an initial determination of inventorship prior to filing the application therefor to confirm that it is Joint IP. Each Party will provide information and records relevant to such determination to the JSC and such patent counsel. If the JSC fails to agree whether there has been joint inventorship, the application for the Patent Right will continue to be filed as Joint IP under the procedures set out in this Section 7 and the dispute will be referred to a Third Party patent attorney acceptable to each of the Parties for Expert Determination as provided in Exhibit 7.2(b)law.

Ownership of Collaboration Inventions. Subject to the terms hereof, including the licenses and other rights granted hereunder, all Collaboration Inventions shall be owned as follows: (a) All Collaboration Inventions, Inventions including Joint Inventions, Collaboration Inventions conceived or created by either Party or a Third Party on behalf of such Party during the Term relating to (i) solely the FC Technology and/or other formulations for injection Controlled by Camurus and being part of the Camurus Platform IP all having an effective extended release duration of more than 24 hours, Technology; or (ii) the FC Technology and/or other formulations for injection Controlled by Camurus and being part of the Camurus Platform IP all having an effective extended release duration of more than 24 hours, in each case incorporating buprenorphine or any other active pharmaceutical ingredientingredient without relating specifically to a Drug or Product, shall be exclusively owned by CamurusCamurus (“Camurus Collaboration Inventions”). Ra Pharma hereby assigns, subject and to the license granted extent such present assignment is not possible, agrees to Braeburn under Section 2.1assign its entire right, title, and interest in any such Collaboration Inventions to Camurus. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “Certain information marked as [***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED] has been excluded from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. (b) All Collaboration Inventions including Joint Collaboration Inventions conceived or created by either Party or a Third Party on behalf of such Party during the Term relating (i) solely to a Drug, or (ii) solely to a Product, shall be exclusively owned by Ra Pharma (“Ra Pharma Collaboration Inventions”). Camurus hereby assigns, and to the extent such present assignment is not possible, agrees to assign its entire right, title, and interest in any such Collaboration Inventions to Ra Pharma. (c) The Parties shall jointly co-own all Joint Collaboration Inventions, other than those covered Joint Collaboration Inventions which are Camurus Collaboration Inventions or Ra Pharma Collaboration Inventions described above in (a) and (b), and, subject to the rights granted each Party under this Agreement, each Party shall have an undivided interest therein, and may make, use, sell, keep, license or assign its interest in such co-owned Joint Collaboration Inventions and otherwise undertake all activities a sole owner might undertake with respect to such co- owned Joint Collaboration Inventions, without the consent of and without accounting to the other Party. “Joint Collaboration Inventions” means Collaboration Inventions for which it is determined, in accordance with the patent law laws of Englandthe United States, that both: (i) one or more employees, consultants or agents of Camurus or its Affiliates or any other persons obligated to assign such Collaboration Invention to Camurus; and (ii) one or more employees, consultants or agents of Braeburn or its Affiliates Ra Pharma or any other persons obligated to assign such Collaboration Invention to BraeburnRa Pharma, are joint inventors of the Collaboration Invention. For any co-owned Joint IP covered by this Section 7.2(b) Collaboration Inventions that could be the subject of an application for a Patent Right, the JSC, in conjunction with each Party’s patent counselJPT, will make an initial determination consult with the respective patent counsels of inventorship each Party prior to filing the application therefor to confirm that it is a Joint IPInvention. Each Party will provide information and records relevant to such determination to the JSC JPT and such patent counsel. If the JSC JPT based on the determination of inventorship fails to agree whether there has been joint inventorship, the application for the Patent Right will continue to be filed as Joint Collaboration IP under the procedures set out in this Section 7 and the dispute will be referred to a Third Party patent attorney an independent US law firm acceptable to each of the Parties for Expert Determination as provided in Exhibit 7.2(b7.2(c).

Ownership of Collaboration Inventions. Subject to the terms hereof, including the licenses and other rights granted hereunderherein, all Collaboration Inventions shall be owned as follows: (a) All Collaboration Inventions, including Joint Inventions, conceived or created by either Party or a Third Party on behalf of such Party during the Term relating to (i) solely the FC Technology and/or other formulations for injection Controlled by Camurus and being part of the Camurus Platform IP all having an effective extended release duration of more than 24 hours, or (ii) the FC Technology and/or other formulations for injection Controlled by Camurus and being part of the Camurus Platform IP all having an effective extended release duration of more than 24 hours, in each case incorporating buprenorphine or any other active pharmaceutical ingredient, shall be exclusively owned by Camurus, subject to the license granted to Braeburn under Section 2.1. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[*** * *]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (b) With respect to Collaboration Inventions that do not constitute Product Collaboration Inventions, Durect shall own the entire right, title and interest in and to all such Confidential treatment has been sought for portions of this Agreement. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Collaboration Inventions (including all Patents and other Intellectual Property Rights relating thereto) to the extent such Collaboration Inventions are made solely by its employees and/or Third Parties acting on behalf of Durect in the performance of the Agreement (each such Collaboration Invention a “Durect Collaboration Invention”). (c) With respect to Collaboration Inventions that do not constitute Product Collaboration Inventions, Hospira shall own the entire right, title and interest in and to all such Collaboration Inventions (including all Patents and other Intellectual Property Rights relating thereto) to the extent such Collaboration Inventions are made solely by its employees and/or Third Parties acting on behalf of Hospira in the performance of the Agreement (each such Collaboration Invention, an “Hospira Collaboration Invention”). (d) With respect to Collaboration Inventions that do not constitute Product Collaboration Inventions, the Parties shall jointly own all Joint Inventions, other than those covered above in Inventions (a), as defined below) and, subject to the rights granted each Party under this Agreement and except as otherwise specifically provided under this Agreement, each Party may make, use, sell, keep, license or assign shall be free to use and exploit its interest in Joint Inventions and otherwise undertake all activities a sole owner might undertake with respect to such Joint Inventions, without the consent of and without accounting to the other Party. “Joint InventionsInvention” means a Collaboration Inventions for Invention which it is determined, in accordance with the patent law of England, that bothnot a Product Collaboration Invention which: (i) one or more employees, consultants or agents of Camurus or its Affiliates Durect or any other persons obligated to assign such Collaboration Invention to CamurusDurect; and (ii) one or more employees, consultants or agents of Braeburn or its Affiliates Hospira or any other persons obligated to assign such Collaboration Invention to BraeburnHospira, are joint inventors of the such Collaboration Invention. For any Joint IP covered by this Section 7.2(b) The term “joint inventors,” as it applies generally to Collaboration Inventions, shall be construed in accordance with how that could be the subject of an application for a Patent Right, the JSC, in conjunction with each Party’s term is used pursuant to United States patent counsel, will make an initial determination of inventorship prior to filing the application therefor to confirm that it is Joint IP. Each Party will provide information and records relevant to such determination to the JSC and such patent counsel. If the JSC fails to agree whether there has been joint inventorship, the application for the Patent Right will continue to be filed as Joint IP under the procedures set out in this Section 7 and the dispute will be referred to a Third Party patent attorney acceptable to each of the Parties for Expert Determination as provided in Exhibit 7.2(b)law.

Ownership of Collaboration Inventions. Subject to the terms hereof, including the licenses and other rights granted hereunder, all Collaboration Inventions shall be owned as follows: (a) All Durect shall own the entire right, title and interest in and to all Collaboration InventionsInventions (including all patents and other intellectual property rights relating thereto) that relate exclusively to the Product (including components thereof, including Joint Inventions, conceived its composition or created by either Party or a Third Party on behalf of such Party during the Term relating to (i) solely the FC Technology and/or other formulations for injection Controlled by Camurus and being part of the Camurus Platform IP all having an effective extended release duration of more than 24 hoursformulation, or (ii) the FC Technology and/or other formulations for injection Controlled by Camurus and being part method of the Camurus Platform IP all having an effective extended release duration of more than 24 hoursmanufacture or use), in each case incorporating buprenorphine or any other active pharmaceutical ingredient, shall be exclusively owned by Camurus, subject without regard to the license granted to Braeburn under Section 2.1. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDEDinventorship. (b) The In addition to Section 8.2(a) above, Durect shall own the entire right, title and interest in and to all Collaboration Inventions (including all patents and other intellectual property rights relating thereto) made solely by its employees and/or Third Parties acting on behalf of Durect in the performance of the Development Plan and other activities undertaken by it under this Agreement. (c) Endo shall own the entire right, title and interest in and to all Collaboration Inventions (including all patents and other intellectual property rights relating thereto) that do not relate exclusively to the Product (including components thereof, its composition or formulation, or method of manufacture or use) so long as such inventions are made solely by its employees and/or Third Parties acting on behalf of Endo in the performance of the Development Plan and other activities undertaken by it under this Agreement (each such Collaboration Invention, an “Endo Collaboration Invention”). Endo hereby grants to Durect an exclusive, irrevocable, perpetual, royalty-free, paid-up license to develop, make or have made, use, sell, offer for sale, market and promote in the Durect Territory each Endo Collaboration Invention solely for use with respect to the Product. (d) Subject to Section 8.2(a) above, the Parties shall jointly own all Joint Inventions, other than those covered above in Inventions (a), as defined below) and, subject to the rights granted each Party under this Agreement and except as otherwise specifically provided under this Agreement, each Party may make, use, sell, keep, license or assign its interest in Joint Inventions and otherwise undertake all activities a sole owner might undertake with respect to such Joint Inventions, without the consent of and without accounting to the other Party. “Joint InventionsInvention” means a Collaboration Inventions Invention for which it is determined, in accordance with the patent law of England, that both: (i) one or more employees, consultants or agents of Camurus or its Affiliates Durect or any other persons obligated to assign such Collaboration Invention to CamurusDurect; and (ii) one or more employees, consultants or agents of Braeburn or its Affiliates Endo or any other persons obligated to assign such Collaboration Invention to BraeburnEndo, are joint inventors of the such Collaboration Invention. For any Joint IP covered by this Section 7.2(b) that could be the subject of an application The term “joint inventors,” as it applies generally to *** Material has been omitted pursuant to a request for a Patent Right, the JSC, in conjunction with each Party’s patent counsel, will make an initial determination of inventorship prior to filing the application therefor to confirm that it is Joint IP. Each Party will provide information and records relevant to such determination to the JSC confidential treatment and such patent counsel. If the JSC fails to agree whether there material has been joint inventorshipfiled separately with the SEC. Collaboration Inventions, the application for the Patent Right will continue shall be construed in accordance with how that term is used pursuant to be filed as Joint IP under the procedures set out in this Section 7 and the dispute will be referred to a Third Party United States patent attorney acceptable to each of the Parties for Expert Determination as provided in Exhibit 7.2(b)law.

Ownership of Collaboration Inventions. Subject to the terms hereof, including the licenses and other rights granted hereunder, all Collaboration Inventions shall be owned as follows: (a) All [* * *] Collaboration Inventions, Inventions (including Joint Inventions, conceived or created by either Party or a Third Party on behalf of such Party during the Term all Patents and other Intellectual Property Rights relating to (ithereto) solely the FC Technology and/or other formulations for injection Controlled by Camurus and being part of the Camurus Platform IP all having an effective extended release duration of more than 24 hours, or (ii) the FC Technology and/or other formulations for injection Controlled by Camurus and being part of the Camurus Platform IP all having an effective extended release duration of more than 24 hours, in each case incorporating buprenorphine or any other active pharmaceutical ingredient, shall be exclusively owned by Camurus, subject that relate to the license granted Product (including, inter alia, components thereof, its composition or formulation, methods of manufacture, processing, finishing, packaging and methods of use), without regard to Braeburn under Section 2.1. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH inventorship (each such Collaboration Invention a “[***]Product Collaboration Invention”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED). (b) The With respect to Collaboration Inventions that do not constitute Product Collaboration Inventions, [* * *] such Collaboration Inventions (including all Patents and other Intellectual Property Rights relating thereto) [* * *] its employees and/or Third Parties acting on behalf of Durect in the performance of the Development Plan and other activities undertaken by it under this Agreement (each such Collaboration Invention a “[* * *]”). (c) With respect to Collaboration Inventions that do not constitute Product Collaboration Inventions, [* * *] such Collaboration Inventions (including all Patents and other Intellectual Property Rights relating thereto) [* * *] its employees and/or Third Parties acting on behalf of Alpharma in the performance of the Development Plan and other activities undertaken by it under this Agreement (each such Collaboration Invention, an “[* * *]”). (d) With respect to Collaboration Inventions that do not constitute Product Collaboration Inventions, the Parties shall jointly own all Joint Inventions, other than those covered above in Inventions (a), as defined below) and, subject to the rights granted each Party under this Agreement and except as otherwise specifically provided under this Agreement, each Party may make, use, sell, keep, license or assign its interest in Joint Inventions and otherwise undertake all activities a sole owner might undertake with respect to such Joint Inventions, without the consent of and without accounting to the other Party. “Joint InventionsInvention” means a Collaboration Inventions Invention which is not a Product Collaboration Invention for which it is determined, in accordance with the patent law of England, that bothwhich: (i) one or more employees, consultants or agents of Camurus or its Affiliates Durect or any other persons obligated to assign such Collaboration Invention to CamurusDurect; and (ii) one or more employees, consultants or agents of Braeburn or its Affiliates Alpharma or any other persons obligated to assign Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. such Collaboration Invention to BraeburnAlpharma, are joint inventors of the such Collaboration Invention. For any Joint IP covered by this Section 7.2(b) The term “joint inventors,” as it applies generally to Collaboration Inventions, shall be construed in accordance with how that could be the subject of an application for a Patent Right, the JSC, in conjunction with each Party’s term is used pursuant to United States patent counsel, will make an initial determination of inventorship prior to filing the application therefor to confirm that it is Joint IP. Each Party will provide information and records relevant to such determination to the JSC and such patent counsel. If the JSC fails to agree whether there has been joint inventorship, the application for the Patent Right will continue to be filed as Joint IP under the procedures set out in this Section 7 and the dispute will be referred to a Third Party patent attorney acceptable to each of the Parties for Expert Determination as provided in Exhibit 7.2(b)law.