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.