Common use of Ownership of Information and Inventions Clause in Contracts

Ownership of Information and Inventions. Inventorship of intellectual property will be determined in accordance with Applicable Laws relating to inventorship set forth in the U.S. Patent laws for all purposes under this Agreement, and such principles of inventorship shall be used to determine whether a Party solely, or the Parties jointly, discovered, invented or created any intellectual property arising as a result of the performance of its or their obligations under this Agreement. Notwithstanding the foregoing, except as set forth in Section 7.4: (a) each Party will own all inventions (and all Patent and other intellectual property rights therein) solely invented by or on behalf of it or its Affiliates and/or their respective employees, agents and independent contractors in the course of conducting its activities under this Agreement (collectively, “Sole Inventions”); and (b) all inventions invented jointly by employees, Affiliates, agents or independent contractors of each Party in the course of conducting its activities under this Agreement and all Patent and other intellectual property rights therein (collectively, “Joint Inventions”) will be jointly owned by the Parties. Subject to any license grants provided or restrictions identified under this Agreement, each Party will be entitled to practice, license and otherwise exploit Joint Inventions without restriction or consent of the other or an obligation to account to the other Party, and each Party hereby waives any right it may have under the laws of any jurisdiction to require any such consent or accounting. Subject to a Party’s obligations under applicable terms of this Agreement (e.g., licenses granted hereunder, confidentiality obligations, etc.) with respect to same, any Information generated during or resulting from a Party’s activities under this Agreement may be used by such Party for any purpose. This Agreement will be understood to be a joint research agreement under 35 U.S.C. §103(c)(3) entered into for the purpose of researching, identifying and developing Compounds and Products and other inventions under the terms set forth herein.

Ownership of Information and Inventions. Inventorship of intellectual property will be determined in accordance with Applicable Laws relating Subject to inventorship set forth and without limiting this Section 7.1 and Sections 7.2 and 7.3, each Party (in the U.S. Patent laws for case of Alder, AlderHoldings) shall own all purposes under this Agreement, inventions and such principles of inventorship shall be used to determine whether a Party solely, or the Parties jointlyInformation conceived, discovered, invented developed or created any intellectual property arising as a result of the performance of its or their obligations under this Agreement. Notwithstanding the foregoing, except as set forth in Section 7.4: (a) each Party will own all inventions (and all Patent and other intellectual property rights therein) otherwise made solely invented by or on behalf of it or and/or its Affiliates and/or their respective employees, employees agents and independent contractors in the course of conducting its activities under this Agreement (collectively, “Sole Inventions”); . Subject to and (b) without limiting Section 7.2 and 7.3, all inventions invented and Information that are conceived, discovered, developed or otherwise made jointly by employees, Affiliates, agents agents, or independent contractors of each Party in the course of conducting its performing activities under this Agreement and all Patent and other intellectual property rights therein (collectively, “Joint Inventions”) will shall be owned jointly owned by the Parties. Subject to any license grants provided or restrictions identified Parties (in the case of Alder, AlderHoldings) in accordance with joint ownership interests of co-inventors under this AgreementU.S. patent laws (that is, each Party will be entitled shall have full rights to practicelicense, license assign and otherwise exploit such Joint Inventions (and any patents arising therefrom) anywhere in the world, without restriction any requirement of gaining the consent of, or consent of the other or an obligation to account to [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. accounting to, the other Party), and each Party hereby waives any right it may have under subject to the laws of any jurisdiction to require any such consent or accounting. Subject to a Party’s obligations under applicable terms of this Agreement (e.g., licenses granted hereunder, confidentiality obligations, etc.) with respect herein and subject to same, any Information generated during or resulting from a Party’s activities under this Agreement may be used other intellectual property held by such Party for any purposeother Party. Inventorship shall be determined in accordance with U.S. patent laws. This Agreement will shall be understood to be a joint research agreement under 35 U.S.C. §103(c)(3) entered into for the purpose of researching, identifying and developing Licensed Compounds and Products and other inventions under the terms set forth herein.

Ownership of Information and Inventions. Inventorship of intellectual property will be determined Except as provided in accordance with Applicable Laws relating to inventorship set forth in the U.S. Patent laws for all purposes under this AgreementSection 9.1, and such principles of inventorship shall be used to determine whether a Party solely, or the Parties jointly, discovered, invented or created any intellectual property arising as a result of the performance of its or their obligations under this Agreement. Notwithstanding the foregoing, except as set forth in Section 7.4: (a) each Party will own all inventions (and all Patent and other intellectual property rights thereinPatents that claim such inventions) solely invented by or on behalf of it or and/or its Affiliates and/or their respective employees, agents and independent contractors in the course of conducting its activities under this Agreement (collectively, “Sole Inventions”); and (b) all . All inventions invented jointly by employees, Affiliates, agents agents, or independent contractors of each Party in the course of conducting its activities under this Agreement and all Patent and other intellectual property rights therein (collectively, “Joint Inventions”) and Joint Patents will be owned jointly owned by the Parties. Subject Notwithstanding the foregoing, any Sole Inventions or Joint Inventions that: (a) are first conceived or reduced to practice after the Amendment Effective Date, and (b) pertain to modifications to any license grants provided Substrates or restrictions identified under this AgreementMasks, each Party will shall be entitled to practice, license and otherwise exploit Joint Inventions without restriction or consent of the other or an obligation to account to the other Party, and each Party hereby waives any right it may have under the laws of any jurisdiction to require any such consent or accountingsolely owned by CytomX (“Mask/Substrate Inventions”). Subject to a Party’s obligations under applicable terms of this Agreement (e.g., licenses granted hereunder, confidentiality obligations, etc.) with respect to same, any Information generated during or resulting from a Party’s activities under this Agreement may be used by such Party for any purpose. This Agreement will be understood to be a joint research agreement under 35 U.S.C. §103(c)(3) entered into for the purpose of researching, identifying and developing Compounds and Products and other inventions under the terms set forth herein. Subject to the rights and licenses granted under this Agreement, it is understood that neither Party shall have any obligation to account to the other Party for profits, or to obtain any approval of the other Party to license, assign or otherwise exploit such Joint Inventions, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Applicable Law of any jurisdiction to require any such approval or accounting. BMS shall assign, and does hereby assign, to CytomX such Patents, Know-How or other intellectual property rights as necessary to achieve ownership or Mask/Substrate Inventions as provided in this Section 9.1. BMS shall execute and deliver all documents and instruments reasonably requested by CytomX to evidence or record such assignment or to file for, perfect or enforce the assigned rights. BMS shall make its relevant employees, agents and independent [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. contractors (and their assignments and signatures on such documents and instruments) reasonably available to CytomX for assistance in accordance with this Section 9.1 at no charge.

Ownership of Information and Inventions. Inventorship of intellectual property will be determined Except as provided in accordance with Applicable Laws relating to inventorship set forth in the U.S. Patent laws for all purposes under this AgreementSection 9.1, and such principles of inventorship shall be used to determine whether a Party solely, or the Parties jointly, discovered, invented or created any intellectual property arising as a result of the performance of its or their obligations under this Agreement. Notwithstanding the foregoing, except as set forth in Section 7.4: (a) each Party will own all inventions (and all Patent and other intellectual property rights thereinPatents that claim such inventions) solely invented by or on behalf of it or and/or its Affiliates and/or their respective employees, agents and independent contractors in the course of conducting its activities under this Agreement (collectively, “Sole Inventions”); and (b) all . All inventions invented jointly by employees, Affiliates, agents agents, or independent contractors of each Party in the course of conducting its activities under this Agreement and all Patent and other intellectual property rights therein (collectively, “Joint Inventions”) and Joint Patents will be owned jointly owned by the Parties. Subject Notwithstanding the foregoing, any Sole Inventions or Joint Inventions that: (a) are invented after the Effective Date, and (b) pertain to modifications to any license grants provided Substrates or restrictions identified under this AgreementMasks, each Party will shall be entitled to practice, license and otherwise exploit Joint Inventions without restriction or consent of the other or an obligation to account to the other Party, and each Party hereby waives any right it may have under the laws of any jurisdiction to require any such consent or accountingsolely owned by CytomX (“Mask/Substrate Inventions”). Subject to a Party’s obligations under applicable terms of this Agreement (e.g., licenses granted hereunder, confidentiality obligations, etc.) with respect to same, any Information generated during or resulting from a Party’s activities under this Agreement may be used by such Party for any purpose. Notwithstanding the foregoing, use of Information pertaining to either (x) [***] by CytomX or (y) [***] by BMS, as applicable, shall be limited solely to the performance of activities in furtherance of a Party’s rights and obligations under this Agreement. CytomX shall own all Inventions and Information pertaining solely to [***]. BMS shall own all Inventions and Information pertaining solely to [***] (such Inventions and Information, for avoidance of doubt, do not include Masks or Substrates). Such Inventions of each Party in the foregoing sentences shall be deemed the “Sole Inventions” of such Party. If BMS has developed or generated any Inventions pertaining solely to [***], BMS shall assign, and hereby assigns, to CytomX all of its right, title, and interest in and to any Invention(s) pertaining solely to [***]. Conversely, if CytomX has developed or generated any Inventions pertaining solely to a [***] (which for the avoidance of doubt, do not include Masks or Substrates), CytomX shall assign, and hereby assigns, to BMS all of its right, title, and interest in and to any Invention(s) pertaining solely to [***]. This Agreement will be understood to be a joint research agreement under 35 U.S.C. §103(c)(3) entered into for the purpose of researching, identifying and developing Compounds and Products and other inventions under the terms set forth herein. Subject to the rights and licenses granted under this Agreement, it is understood that neither Party shall have any obligation to account to the other Party for profits, or to obtain any approval of the other Party to license, assign or otherwise exploit such Joint Inventions, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Applicable Law of any jurisdiction to require any such approval or accounting. BMS shall assign, and does hereby assign, to CytomX such Patents, Know-How or other intellectual property rights as necessary to achieve ownership of Mask/Substrate Inventions as provided in this Section 9.1. BMS shall execute and deliver all documents and instruments reasonably requested by XxxxxX to evidence or record such assignment or to file for, perfect or enforce the assigned rights. BMS shall make its relevant employees, agents and independent contractors (and their assignments and signatures on such documents and instruments) reasonably available to CytomX for assistance in accordance with this Section 9.1 at no charge.

Ownership of Information and Inventions. Inventorship of intellectual property will be determined in accordance with Applicable Laws relating to inventorship set forth in the U.S. Patent laws for all purposes under this Agreement, and such principles of inventorship shall be used to determine whether a Party solely, or the Parties jointly, discovered, invented or created any intellectual property arising as a result of the performance of its or their obligations under this Agreement. Notwithstanding the foregoing, except as set forth in Section 7.4: (a) each Each Party will own all inventions (and all Patent and other intellectual property rights thereinPatents that claim such inventions) solely invented by or on behalf of it or and/or its Affiliates and/or their respective employees, agents and independent contractors in the course of conducting its activities under this Agreement (collectively, “Sole Inventions”); and (b) all . All inventions invented jointly by employees, Affiliates, agents agents, or independent contractors of each Party in the course of conducting its activities under this Agreement and all Patent and other intellectual property rights therein (collectively, “Joint Inventions”) and Joint Patents will be owned jointly owned by the Parties. Subject to any license grants provided or restrictions identified under this Agreement, each Party will be entitled to practice, license ***Certain information contained herein has been omitted and otherwise exploit Joint Inventions without restriction or consent of filed separately with the other or an obligation to account Securities and Exchange Commission. Confidential treatment has been requested with respect to the other Party, and each Party hereby waives any right it may have under the laws of any jurisdiction to require any such consent or accountingomitted portions. Subject to a Party’s obligations under applicable terms of this Agreement (e.g., licenses granted hereunder, confidentiality obligations, etc.) with respect to same, any Information generated during or resulting from a Party’s activities under this Agreement may be used by such Party for any purpose. This Agreement will be understood to be a joint research agreement under 35 U.S.C. §103(c)(3) entered into for the purpose of researching, identifying and developing Compounds and Products and other inventions under the terms set forth herein. Subject to the rights and licenses granted under this Agreement, it is understood that neither Party shall have any obligation to account to the other Party for profits, or to obtain any approval of the other Party to license, assign or otherwise exploit such Joint Inventions, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Applicable Law of any jurisdiction to require any such approval or accounting.