Common use of Ownership of Information and Inventions Clause in Contracts

Ownership of Information and Inventions. Subject to and without limiting this Section 7.1 and Sections 7.2 and 7.3, each Party (in the case of Alder, AlderHoldings) shall own all inventions and Information conceived, discovered, developed or otherwise made solely by or on behalf of it 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”). Subject to and without limiting Section 7.2 and 7.3, all inventions and Information that are conceived, discovered, developed or otherwise made jointly by employees, Affiliates, agents, or independent contractors of each Party in the course of performing activities under this Agreement (collectively, “Joint Inventions”) shall be owned jointly by the Parties (in the case of Alder, AlderHoldings) in accordance with joint ownership interests of co-inventors under U.S. patent laws (that is, each Party shall have full rights to license, assign and exploit such Joint Inventions (and any patents arising therefrom) anywhere in the world, without any requirement of gaining the consent of, or [***] = 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), subject to the licenses granted herein and subject to any other intellectual property held by such other Party. Inventorship shall be determined in accordance with U.S. patent laws. This Agreement 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 under the terms set forth herein.

Ownership of Information and Inventions. Subject 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 without limiting 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 7.1 and Sections 7.2 and 7.3, 7.4: (a) each Party (in the case of Alder, AlderHoldings) shall will own all inventions (and Information conceived, discovered, developed or otherwise made all Patent and other intellectual property rights therein) solely invented by or on behalf of it and/or 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 without limiting Section 7.2 and 7.3, (b) all inventions and Information that are conceived, discovered, developed or otherwise made invented jointly by employees, Affiliates, agents, agents or independent contractors of each Party in the course of performing conducting its activities under this Agreement and all Patent and other intellectual property rights therein (collectively, “Joint Inventions”) shall will be jointly owned jointly by the Parties (in the case of Alder, AlderHoldings) in accordance with joint ownership interests of co-inventors Parties. Subject to any license grants provided or restrictions identified under U.S. patent laws (that isthis Agreement, each Party shall have full rights will be entitled to licensepractice, assign license and otherwise exploit such Joint Inventions (and any patents arising therefrom) anywhere in without restriction or consent of the world, without any requirement of gaining the consent of, other or [***] = 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, an obligation to account to the other Party), subject and each Party hereby waives any right it may have under the laws of any jurisdiction to the require any such consent or accounting. Subject to a Party’s obligations under applicable terms of this Agreement (e.g., licenses granted herein and subject hereunder, confidentiality obligations, etc.) with respect to same, any other intellectual property held Information generated during or resulting from a Party’s activities under this Agreement may be used by such other Party. Inventorship shall be determined in accordance with U.S. patent lawsParty for any purpose. This Agreement shall 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 Licensed Compounds and Products and other inventions under the terms set forth herein.