Common use of Ownership of Intellectual Property and Data Clause in Contracts

Ownership of Intellectual Property and Data. (a) Each Party shall be the sole and exclusive owner of all Intellectual Property that it or any member of its Group, or any of its or their third party service providers, as applicable, creates under this Agreement, including any modifications to its systems and software, and any Intellectual Property created in performance of the Services (except as expressly provided in Section 7.1(b)). (b) All data collected or created pursuant to a Company Service and on behalf of Company shall be owned by Company, except that Lilly shall own technical data generated or created in providing the Company Services that relate to the operation of Lilly’s business infrastructure. (c) To the extent that any right, title or interest in or to any Intellectual Property or data vests in a member of a Group, by operation of Law or otherwise, in a manner contrary to the agreed upon ownership as set forth in this Agreement, either Lilly or Company, as applicable, shall, and hereby does, on behalf of itself and such member of its Group, perpetually and irrevocably assign to the other Party or a member of such Party’s Group any and all such right, title and interest throughout the world in and to such Intellectual Property and data, free and clear of all liens and encumbrances, without the need for any further action by any Group. Each Party shall execute any documentation reasonably requested by the other Party to memorialize such assignment. Except as set forth in Section 7.1(a) and Section 7.1(b), Lilly, on the one hand, and Company, on the other hand, retains all right, title and interest in and to their respective Intellectual Property and data, and no other license or other right, express or implied, is granted to any member of either Group to the other Group’s Intellectual Property or data under this Agreement.

Ownership of Intellectual Property and Data. (a) Each Party Pfizer shall be the sole and exclusive owner of all Intellectual Property that it or any member of its the Pfizer Group, or any of its or their third party service providers, as applicablesubcontractors and consultants, creates under this Agreement, including any modifications to its systems and software, and any Intellectual Property created in performance of the Services (except as expressly provided in Section 7.1(b)). The Company shall be the sole and exclusive owner of all Intellectual Property it creates under this Agreement. (b) All data collected or created pursuant to a Company Service and on behalf of the Company shall be owned by the Company, except that Lilly Pfizer shall own technical data generated or created in providing the Company Services that relate to the operation of LillyPfizer’s business infrastructure. (c) To the extent that any right, title or interest in or to any Intellectual Property or data vests in a member of a Group, by operation of Law law or otherwise, in a manner contrary to the agreed upon ownership as set forth in this Agreement, either Lilly Pfizer or the Company, as applicable, shall, and hereby does, on behalf of itself and such member of its Group, perpetually and irrevocably assign to the other Party or a member of such Party’s Group any and all such right, title and interest throughout the world in and to such Intellectual Property and data, free and clear of all liens and encumbrances, without the need for any further action by any Group. Each Party shall execute any documentation reasonably requested by the other Party to memorialize such assignment. Except as set forth in Section 7.1(a) and Section 7.1(b), LillyPfizer, on the one hand, and the Company, on the other hand, retains all right, title and interest in and to their respective Intellectual Property and data, and no other license or other right, express or implied, is granted to any member of either Group to the other Group’s Intellectual Property intellectual property or data under this Agreement.