Common use of Ownership of Intellectual Property and Work Product Clause in Contracts

Ownership of Intellectual Property and Work Product. (a) Except as otherwise expressly provided in this Agreement or the Transaction Agreement, each of the Parties and their respective Affiliates shall retain all right, title and interest in and to their respective Intellectual Property and any and all improvements, modifications, derivative works, additions or enhancements thereof. No license or right, express or implied, is granted under this Agreement by either Party or such Party’s Affiliates in or to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt of the Services in accordance with this Agreement, each Party (“Licensor”), for itself and on behalf of its Affiliates, hereby grants to the other (“Licensee”) (and the Licensee’s Affiliates) a non-exclusive, revocable (solely as expressly provided in this Agreement), non-transferable, non-sublicensable (except to third parties as required for the provision or receipt of Services, but not for their own independent use), royalty-free, worldwide license during the term of this Agreement to use such Intellectual Property of the Licensor in connection with this Agreement, but only to the extent and for the duration necessary for the Licensee to provide or receive the applicable Service under this Agreement. Upon the expiration of such term, or the earlier termination of such Service in accordance with this Agreement, the license to the relevant Intellectual Property shall terminate; provided, that all licenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof. Upon the expiration or termination of this Agreement or an applicable Service, the Licensee shall cease use of the Licensor’s Intellectual Property and shall return or destroy at the Licensor’s request all Information or embodiments of Intellectual Property provided in connection with this Agreement. The foregoing license is subject to any licenses granted by others with respect to Intellectual Property not owned by the Parties or their respective Affiliates. (b) Each Provider acknowledges and agrees that it will acquire no right, title or interest (including any license rights or rights of use) to any work product resulting from the provision of Services hereunder for the Recipient’s exclusive use and such work product shall remain the exclusive property of the Recipient and (ii) each Recipient acknowledges and agrees that it will acquire no right, title or interest (other than a non-exclusive, worldwide right of use) to any work product resulting from the provision of Services hereunder that is not for the Recipient’s exclusive use and such work product shall remain the exclusive property, subject to license, of the Provider.

Ownership of Intellectual Property and Work Product. (a) Except as otherwise expressly provided in this Agreement or the Transaction Separation Agreement, each of the Parties and their respective Affiliates shall retain all right, title and interest in and to their respective Intellectual Property and any and all improvements, modifications, derivative works, additions or enhancements thereof. No license or right, express or implied, is granted under this Agreement by either Party or such Party’s Affiliates in or to their respective Intellectual Property, except that, solely to the extent required for the provision or receipt of the Services in accordance with this Agreement, each Party (“Licensor”), for itself and on behalf of its Affiliates, hereby grants to the other (“Licensee”) (and the Licensee’s Affiliates) a non-exclusive, revocable (solely as expressly provided in this Agreement), non-transferable, non-sublicensable (except to third parties as required for the provision or receipt of Services, but not for their own independent use), royalty-free, worldwide license during the term of this Agreement to use such Intellectual Property of the Licensor in connection with this Agreement, but only to the extent and for the duration necessary for the Licensee to provide or receive the applicable Service under this Agreement. Upon the expiration of such term, or the earlier termination of such Service in accordance with this Agreement, the license to the relevant Intellectual Property shall terminate; provided, that all licenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance with the terms hereof. Upon the expiration or termination of this Agreement or an applicable Service, the Licensee shall cease use of the Licensor’s Intellectual Property and shall return or destroy at the Licensor’s request all Information or embodiments of Intellectual Property provided in connection with this Agreement. The foregoing license is subject to any licenses granted by others with respect to Intellectual Property not owned by the Parties or their respective Affiliates. (b) Each Provider Provider, acknowledges and agrees that it will acquire no right, title or interest (including any license rights or rights of use) to any work product resulting from the provision of Services hereunder for the a Recipient’s exclusive use and such work product shall remain the exclusive property of the Recipient and (ii) each Recipient Recipient. Each Recipient, acknowledges and agrees that it will acquire no right, title or interest (other than a non-exclusive, worldwide right of use) to any work product resulting from the provision of Services hereunder that is not for the Recipient’s exclusive use and such work product shall remain the exclusive property, subject to license, of the Provider.

Ownership of Intellectual Property and Work Product. (a) Except as otherwise expressly provided in During the course of this Agreement or the Transaction Agreement, each of the Parties and their respective Affiliates shall retain all right, title and interest in and to their respective Intellectual Property and any and all improvements, modifications, derivative works, additions CAMBRIDGE or enhancements thereof. No license or right, express or implied, is granted under this Agreement by either Party or such Party’s Affiliates in or to their respective ONYX may generate (i) Intellectual Property, except thatand/or (ii) reports, solely documents and other tangible materials that one Party provides to the extent required for other Party in connection with performance of this Agreement (collectively, the provision “Work Product”). Other than with respect to Intellectual Property resulting solely from CAMBRIDGE Background Technology (which shall be deemed the property of CAMBRIDGE), but without use of, or receipt reference to any ONYX Background Technology or Confidential Information of ONYX, the Parties agree that all Intellectual Property, whether or not patentable, and all Work Product made by ONYX or CAMBRIDGE (or jointly by ONYX and CAMBRIDGE) arising under and in the course of the Services in accordance with Agreement shall be deemed to be the sole property and Confidential Information of ONYX. CAMBRIDGE agrees to promptly disclose to ONYX any such Intellectual Property made by CAMBRIDGE under this Agreement. CAMBRIDGE hereby assigns, each Party and shall cause its personnel to assign, without any requirement of further consideration, any right, title, or interest it or they may have in such Intellectual Property (“Licensor”other than Intellectual Property resulting from CAMBRIDGE Background Technology) and the Work Product, including any patent or other intellectual property rights (including, but not limited to, copyrights, trademarks/service marks, and any moral rights) pertaining thereto. Upon request of ONYX (and at ONYX’s reasonable expense), for itself CAMBRIDGE shall take such further actions, and shall cause its personnel to take such further actions, including execution and delivery of instruments of conveyance, as may be reasonably appropriate to give full and proper effect to such assigmnents throughout the world. ONYX shall have the right (but not the obligation) at its own expense to file, prosecute and maintain patents and patent applications on behalf such Intellectual Property (other than [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of its Affiliatesthe Securities Exchange Act of 1934, as amended. Intellectual Property resulting from CAMBRIDGE Background Technology) and Work Product. Notwithstanding the foregoing to the contrary, ONYX hereby grants to the other (“Licensee”) (and the Licensee’s Affiliates) CAMBRIDGE a non-exclusive, revocable (solely as expressly provided in this Agreement), non-transferable, non-sublicensable (except to third parties as required for the provision or receipt of Services, but not for their own independent use), royalty-free, worldwide free license during the term of this Agreement to use such Intellectual Property of the Licensor in connection with this Agreement, but only to the extent and Work Product for the duration necessary for the Licensee to provide or receive the applicable Service under this Agreement. Upon the expiration of any purpose so long as such term, or the earlier termination of such Service in accordance with this Agreement, the license to the relevant Intellectual Property shall terminate; provided, that all licenses granted hereunder shall terminate immediately upon the expiration or earlier termination of this Agreement in accordance use does not compete with the terms hereof. Upon the expiration or termination manufacture and sale of this Agreement or an applicable Service, the Licensee shall cease use of the Licensor’s Intellectual Property and shall return or destroy at the Licensor’s request all Information or embodiments of Intellectual Property provided in connection with this Agreement. The foregoing license is subject to any licenses granted by others with respect to Intellectual Property not owned by the Parties or their respective Affiliatesa Product. (b) Each Provider acknowledges and agrees that it will acquire no right, title or interest (including any license rights or rights of use) to any work product resulting from the provision of Services hereunder for the Recipient’s exclusive use and such work product shall remain the exclusive property of the Recipient and (ii) each Recipient acknowledges and agrees that it will acquire no right, title or interest (other than a non-exclusive, worldwide right of use) to any work product resulting from the provision of Services hereunder that is not for the Recipient’s exclusive use and such work product shall remain the exclusive property, subject to license, of the Provider.