Common use of Ownership of Inventions and Know How Clause in Contracts

Ownership of Inventions and Know How. Any significant improvement or enhancement to the Bulk Drug Substance or Drug Product or any process used or useful in connection with the manufacture thereof made by either party during the term of this Agreement or within twelve (12) months after termination or expiration of this Agreement will be disclosed to the other party promptly after the disclosing party recognizes the significance thereof unless in the case of process developments the same shall have been developed as part of a collaboration with a Third Party, the terms of which prohibit disclosure to the other party. All Program Patents and Program Technology shall be owned by the party making the invention claimed or contained therein or, if such invention is made jointly, shall be owned jointly, all as determined in accordance with U.S. laws of inventorship. Lilly shall have the right to select patent counsel and to take such other actions as are reasonably necessary or appropriate to obtain patent protection with respect to Program Technology and Ophidian shall cooperate in procuring Program Patents including jointly owned Program Patents. ******************* **************************************************************************. Lilly shall provide the Committee with a copy of any patent application which first discloses any specific Program Technology, prior to filing the first of such applications in any jurisdiction, if possible, for review and comment by the Committee or its designees. If Lilly decides not to file or maintain an application or patent on an invention, or on a joint invention, in any country, it shall give Ophidian reasonable notice to this effect. After such notice, Ophidian may file or maintain the application or patent. Lilly agrees to prosecute and/or maintain the Lilly Patents and to prosecute any interference proceedings with respect to such Lilly Patents. Ophidian agrees to prosecute and/or maintain the Ophidian Patents and to prosecute any interference proceedings with respect to such Ophidian