Common use of Ownership of Inventions Clause in Contracts

Ownership of Inventions. Inventorship of inventions conceived or reduced to practice in the course of activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patent.

Ownership of Inventions. Inventorship of inventions conceived Each Party shall own any Inventions made solely by its (or reduced to practice its Affiliates’) own employees, agents, or independent contractors in the course of conducting its activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employeesAgreement, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties together with all intellectual property rights therein (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint PatentSole Inventions”). If such an invention is solely invented by an The Parties shall jointly own any Inventions for which the inventors include at least one employee, consultant agent, or independent contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7or its respective Affiliates) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such performing activities under this Agreement, together with all intellectual property rights therein (“Joint Inventions”); provided that, any Inventions that are not Covered by a Product Claim and are improvements to the Party DART Platform or Platform Patents (such Inventions, “MacroGenics Platform Inventions”) shall be treated as MacroGenics’ Sole Inventions and shall not constitute “Joint Inventions” or Provention’s “Sole Inventions” for which such employeepurposes of this Agreement but shall be deemed included in the license granted to Provention pursuant to Section 2.1(ii) and any Inventions that are Covered by a Product Claim shall be deemed included in the license granted to Provention pursuant to Section 2.1(i); provided further, consultant or contractor is providing Provention hereby assigns, and agrees to assign to MacroGenics, all of its servicesand Provention Group’s right, title and interest in MacroGenics Platform Inventions, together with all intellectual property rights in the foregoing. Inventorship shall be determined in accordance with U.S. patent laws. Subject to the rights any licenses granted under this Agreement, each Party shall will have the right to practice and exploit Exploit any Joint Inventions and without the duty of accounting to any other Party or seeking consent (for licensing, assigning or otherwise exploiting Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of Inventions) from the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of the joint ownership thereof, ; and each Party hereby waives any right it such Party may have under the Laws laws of any jurisdiction to require any such approval or accounting; and accounting and, to the extent there are any applicable Applicable Laws that prohibit such a waiver, each Party will be deemed to have so consentconsented. Each In furtherance thereof, at the reasonable written request of a Party, the other Party agrees will in writing grant such consents and confirm that no such accounting is required to be named as a party, if necessary, to bring or maintain a lawsuit involving a effect the foregoing regarding Joint Invention or Joint PatentInventions.

Ownership of Inventions. Inventorship 10.2.1 KHK will retain ownership of inventions conceived or reduced to practice in the course all KHK Inventions and UGNX will retain ownership of activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by all UGNX Inventions and the Parties (each such invention, a “will jointly own Joint Invention”)Inventions. The Parties shall reasonably cooperate with respect to, and if one or more claims included in an issued Patent or pending Patent application which is filed in a [***], the preparation, filing, prosecution and maintenance of any patents and/or patent office in the Territory claim applications on any such Joint InventionInventions. In connection with the foregoing, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each shall agree upon a lead Party to administer such filing, prosecution and maintenance of any such patent application or patentapplications and/or patents on Joint Inventions and the lead Party shall provide the non-lead Party a reasonable opportunity to review, a “Joint Patent”)comment on and approve [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. If Confidential treatment has been requested with respect to the omitted portions. (such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall approval not to be solely owned by such Party, unreasonably withheld) in advance any material filings and any Patent application filed claiming such solely owned invention shall also be solely owned by such Partycorrespondence with applicable patent offices with respect thereto. Each Party will have the right to abandon any such patents or patent applications on a patent-by-patent (or application-by-application) or country-by country basis, provided that, if the abandoning Party is the lead Party, the lead Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related provide reasonable advance notification to the Programsnon-lead Party (i.e., with sufficient time for the non-lead Party to assign his or her interest in any invention conceived or reduced to practice in the course of such activities take whatever reasonable action may be necessary) prior to the Party for date on which such employeeLicensed Patent Rights will lapse, consultant go abandoned (other than to file a continuation application for the same subject matter) or contractor is providing its servicesotherwise diminish. Subject to the rights licenses granted under this Agreementto each Party hereunder in their respective territories, each Party shall will have the right full rights to practice exploit and exploit license such Joint Inventions (and Joint Patentsjoint any patent rights therein), without any obligation to account or requirement of an accounting to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereofParty, and each Party hereby waives consents to such exploitation and licensing of the other Party for Joint Inventions. For the avoidance of doubt, all KHK Inventions (including KHK’s rights to any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such Joint Inventions, but on a waiver, each Party royalty-free basis) will be deemed included within the Licensed Technology hereunder and licensed to so consent. Each Party agrees UGNX pursuant to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint PatentArticle 2.

Ownership of Inventions. Inventorship As between the Parties, all right, title and interest to inventions and other intellectual property (including Know-How) made (a) by Hospira personnel in connection with this Agreement, but not any Pfenex personnel, shall be owned by Hospira (“Hospira Inventions”), (b) by Pfenex personnel in connection with this Agreement, but not any Hospira personnel, shall be owned by Pfenex (“Pfenex Inventions”) and (c) made jointly by personnel of inventions conceived or reduced to practice Hospira and Pfenex in the course of activities performed under or contemplated by connection with this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties Hospira and Pfenex (each such invention, a “Joint InventionInventions”); provided, that Hospira hereby grants to Pfenex a fully-paid, irrevocable, non-exclusive license (with the right to grant and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in authorize sublicenses) [***]. Notwithstanding the Territory claim such Joint Inventionforegoing, such issued Patent or such pending Patent application Pfenex shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party shall only have the right to practice sublicense its rights under the Hospira Manufacturing License to Third Parties (i) solely for use with manufacturing/production of products implementing or utilizing any Pfenex Technology or [***] Certain information in this document has been omitted and exploit Joint Inventions filed separately with the Securities and Joint PatentsExchange Commission. Confidential treatment has been requested with respect to the omitted portions. Pfenex Expression Technology, without and (ii) solely from Third Parties whom Pfenex has obtained Control of manufacturing developments which are substantially similar those licensed to Pfenex under the Hospira Manufacturing License (i.e., which are licensed to Hospira hereunder). Except as expressly provided in this Agreement, it is understood that neither Party shall have any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, assign or otherwise exploit any Joint Inventions and or Patents claiming the same (any, a “Joint PatentsPatent”), by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Applicable Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees shall make such assignments, and hereby makes such assignments, as necessary to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patenteffect the foregoing.

Ownership of Inventions. Inventorship shall be determined in accordance with U.S. patent laws. Any Invention made solely by employees, agents, or independent contractors of inventions conceived a Party or reduced to practice its Affiliates in the course of performing activities performed under or contemplated by this Agreement Agreement, together with all intellectual property rights therein (“Sole Inventions”) shall be determined owned by application such Party; provided that Onconova shall own, and Xxxxxx (on behalf of itself and its Affiliates) hereby assigns to Onconova, all Sole Inventions related to the composition of matter or use of the Licensed Product and all other Sole Inventions specifically related to the Licensed Product. Any Invention made jointly by at least one (1) employee, agent, or independent contractor of each Party or such Party’s Affiliate, together with all intellectual property rights therein (“Joint Inventions”), shall be owned jointly by the Parties in accordance with joint ownership interests of co-inventors under U.S. patent Laws pertaining laws, with each joint Party having, unless otherwise set forth in this Agreement, the unrestricted right to inventorshiplicense and grant rights to sublicense any such Joint Invention; provided that Onconova shall own, and Xxxxxx (on behalf of itself and its Affiliates) hereby assigns to Onconova, all Joint Inventions related to the composition of matter or use of the Licensed Product and all other Joint Inventions specifically related to the Licensed Product. If To the extent necessary to effect the foregoing, each Party hereby grants to the other party a nonexclusive, royalty-free, worldwide license, with the right to grant sublicenses, under such inventions are jointly invented by one Party’s interest in Joint Inventions, for any and all purposes; provided that the foregoing shall not apply to any uses of such Joint Inventions for which the receiving Party otherwise retains an exclusive license pursuant to this Agreement, with such proviso to apply only for so long as such receiving Party retains such exclusive license. For the avoidance of doubt, Xxxxxx Inventions and Joint Inventions relating generally to the formulation and/or administration of pharmaceutical products do not relate to the composition of matter or more employeesuse of the Licensed Product and shall not be assigned solely to Onconova, consultants or contractors but (in the case of each Party, such inventions Joint Inventions) shall be remain jointly owned by the Parties or (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application case of Xxxxxx Inventions) shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a partyXxxxxx Know-How and, if necessarythe subject of patent rights, to bring or maintain a lawsuit involving a Joint Invention or Joint PatentXxxxxx Patents.

Ownership of Inventions. Inventorship Ownership of inventions conceived or reduced all Inventions, including Patent Rights and other intellectual property rights with respect to practice in the course of activities performed under or contemplated by this Agreement such Inventions, shall be determined by application as set forth in this Article 7. Determination of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors inventorship of each Party, such inventions Inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included made in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Partyaccordance with US laws. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, will continue to own any Patent Rights and subcontractors (as provided in Section 3.2.7) performing activities under Know-How that it owned prior to the Effective Date or contemplated by created or obtained outside the scope of this Agreement, including activities related or which it licenses to the Programsother Party under this Agreement. For clarity, as between the Parties and notwithstanding anything herein to assign his or her interest in the contrary, Lilly shall have and retain ownership of the Lilly Sequences and any invention conceived or reduced Inventions related solely to practice the Lilly Sequences, and Zymeworks shall retain all rights in the course of such activities Zymeworks Platform and Approved Zymeworks Sequences and any Inventions comprising improvements thereto. For clarity, all antibody mutations created or introduced by Zymeworks using the Zymeworks Platform will comprise improvements thereto and will be owned by Zymeworks, subject to the Party for which such employeerights and licenses granted to Lilly hereunder including pursuant to Sections 2.1 and 8.4; provided, consultant or contractor is providing its serviceshowever, that the physical embodiment of all Antibodies shall be owned by Lilly, subject to the rights and licenses granted to Zymeworks hereunder, including pursuant to Sections 2.2, 5.3, 11.1.2 and 11.1.3. Except as otherwise provided in the foregoing sentence, Inventions that are made solely by Zymeworks (and all intellectual property rights therein, including the Patent Rights claiming them) shall be owned solely by Zymeworks; Inventions that are made solely by Lilly (and all intellectual property rights therein, including the Patent Rights claiming them) shall be owned solely by Lilly; and Joint Inventions (and the Joint Patent Rights) shall be owned jointly by the Parties. Subject to the rights granted under this AgreementArticle 2 and Article 11, each Party shall have has the right to practice and exploit grant licenses under such Joint Inventions (and the Joint PatentsPatent Rights) to any Third Party without the consent of, without any obligation to account to or accounting to, the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint PatentParty.

Ownership of Inventions. Inventorship Ownership of inventions conceived all Project Arising IP shall be as set forth in this Article 7. Determination of inventorship of Project Arising IP shall be made in accordance with US laws. Each Party shall continue to own any Patent Rights and Know-How that it owned prior to the Effective Date or reduced created or obtained outside the scope of this Agreement, or which it licenses to practice the other Party under this Agreement. Notwithstanding anything in this Section 7.1 to the contrary, Zymeworks shall retain all rights in the course Zymeworks Technology, the Zymeworks Background Technology and any Project Arising IP comprising improvements thereto (“Improvements”). For clarity, all antibody mutations created in the conduct of activities performed under or contemplated by this Agreement the Research Collaboration, including the Zymeworks Modifications and the Zymeworks Modified Scaffolds, shall comprise Improvements and shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by Zymeworks. Except as otherwise provided in the Parties foregoing sentence, Inventions within the Project Arising IP that are made solely by Zymeworks or its Affiliates or subcontractors (each such inventionProject Arising IP and any and all Improvements, a the “Joint InventionZymeworks Inventions”), and if one or more claims included all Intellectual Property rights in an issued and to the Zymeworks Inventions, including the Patent or pending Rights claiming them (such Patent application which is filed in a patent office in Rights, including Patent Rights claiming Improvements, the Territory claim such Joint Invention, such issued “Zymeworks Project Patent or such pending Patent application Rights”)) shall be owned solely by Zymeworks. Other than any such Inventions comprising Improvements, Inventions within the Project Arising IP that are made solely by GSK or its Affiliates or subcontractors (“GSK Inventions”) and all Intellectual Property rights therein, including the Patent Rights claiming them (the “GSK Project Patent Rights”) shall be owned solely by GSK. Other than any such Inventions comprising Improvements, Joint Inventions (and the Joint Patent Rights) shall be owned jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its servicesParties. Subject to the rights granted under this AgreementArticle 2 and Article 11, each Party shall have has the right to practice grant licenses under and otherwise exploit its interest in such Joint Inventions (and the Joint PatentsPatent Rights) to any Third Party without the consent of, without any obligation to account to or accounting to, the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint PatentParty.

Ownership of Inventions. Inventorship of inventions conceived Title to Know-How, including inventions, discoveries, improvements, information and other technology, whether or not patentable, conceived, made or reduced to practice in the course of activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors performance of each Party, such inventions shall be jointly owned by the Parties (’s obligations or exercise of each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities ’s rights under or contemplated by this Agreement, including activities related such Know-How, including improvements, that is conceived, reduced to practice or otherwise developed by Regulus and AstraZeneca, either solely or jointly, as the case may be, while fulfilling the obligations under the Research Program that relate to the ProgramsLead Compounds and/or the Product (collectively, the “Program Inventions”) and any Patents claiming such Program Inventions (“Program Patents”), are retained by the Party that is the employer of the inventor(s) (or, in the case of consultants and (sub)contractors, the Party for which the consultant or (sub)contractor is providing its services). Each Party will ensure that every employee, consultant, and (sub)contractor employed or contracted by that Party in the performance of the Research Program has a written obligation to assign all (or, to assign his or her interest in any invention conceived the extent assignment is not permitted by applicable law, waive all rights in) Know-How and Patents conceived, made or reduced to practice in the course of such activities to the Party for which by each such employee, consultant consultant, and (sub)contractor to such Party. The Parties agree that the United States federal patent law on inventorship will determine the inventorship of any Program Invention and the names of the inventors on any Program Patent filings, whether sole or contractor is providing its services. Subject joint inventions, which arise in connection with activities conducted pursuant to the rights granted under this Agreement. AstraZeneca will own Program Inventions invented solely by employees, each Party shall have consultants and/or (sub)contractors of AstraZeneca (the right to practice “AstraZeneca Program Inventions”) and exploit any Patents claiming such Program Inventions (the “AstraZeneca Program Patents”). Regulus will own Program Inventions invented solely by employees, consultants and/or (sub)contractors of Regulus (the “Regulus Program Inventions”) and any Patents claiming such Program Inventions (the “Regulus Program Patents”). Regulus and AstraZeneca will own jointly such Program Inventions invented by employees, consultants and/or (sub)contractors of Regulus and AstraZeneca (the “Joint Inventions”) and any Patents claiming such Program Inventions and (the “Joint Patents, without any obligation ”). Regulus will promptly disclose to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require AstraZeneca any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Regulus Program Invention or Joint Patent.Invention, and AstraZeneca will promptly disclose to Regulus any AstraZeneca Program Invention or Joint Invention, arising from or made in the performance of the Research Program and any patent or patent application claiming such Program Invention

Ownership of Inventions. Inventorship of inventions conceived or reduced to practice in the course of activities performed under or contemplated by this Agreement shall Inventions will be determined by application in accordance with the rules of U.S. inventorship under United States patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its serviceslaws. Subject to the rights licenses granted under this Agreement, as between the Parties, Licensee will own all Licensee ***Confidential Treatment Requested Inventions, POZEN will own all POZEN Inventions, and Joint Inventions will be owned jointly by Licensee and POZEN; provided, however, that during the Term of this Agreement: (i) neither POZEN nor Licensee shall [...***...] other than as expressly provided in this Agreement, including Section 7.1 (Licensed Technology), without the consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, and (ii) neither Party shall assign, pledge, encumber, license or otherwise transfer any of its rights in any Joint Invention or Joint Patent without the other Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Upon any expiration or termination of this Agreement, each Party shall will have the right to practice exploit, license and exploit grant rights to sublicense each such Joint Invention and Joint Patent, without any duty of accounting to the other Party, and each Party hereby consents, and agrees to consent, without payment of any further consideration or royalty, to the Joint Party’s exploitation and licensing of said Joint Party’s interest in such Joint Invention or Joint Patent to Third Parties; provided, that nothing in this Section 9.3 gives either Party any right or license under any intellectual property rights Controlled by the other Party other than Joint Inventions and Joint Patents, without any obligation regardless of whether such rights are necessary in order to account to exploit the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, Patents pursuant to this Section 9.3. The Parties acknowledge and each Party hereby waives any right it may have agree that AstraZeneca AB owns all AstraZeneca Inventions (as defined in the Original Agreement) conceived under the Laws Original Agreement in the performance of any jurisdiction to require any such approval or accounting; and activities undertaken pursuant to the extent there are any applicable Laws that prohibit such a waiverOriginal Agreement solely by employees, each Party will be deemed agents, or independent contractors of AstraZeneca AB, its Affiliates or sublicensees prior to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentthe Amended and Restated Effective Date.

Ownership of Inventions. Inventorship I agree that all Inventions (as defined in Section 7 herein) that I conceive or develop, in whole or in part, either alone or jointly with others, during the term of inventions my relationship with the Company that (a) relate to the business of the Company or any of the products or services being developed, manufactured, or sold by the Company, (b) result from tasks assigned to me by the Company, or (c) result from the use of the Company’s Proprietary Information, premises, or property (the foregoing being hereinafter collectively referred to as “Company Inventions”) will be the sole property of the Company. The Company will be the sole owner of all patents, copyrights, trademarks, service marks, domain names, social media accounts and user names, and other proprietary rights in and with respect to such Company Inventions. To the fullest extent permitted by law, such Company Inventions will be deemed works made for hire. I hereby transfer and assign to the Company or its designee any proprietary rights that I may have or acquire in any such Company Inventions, and I waive any moral rights or other special rights that I may have or accrue therein. I agree to promptly disclose to the Company, or any persons designated by it, all Company Inventions that are or may be subject to the provisions of this Section 3. I agree to execute any documents and take any actions that may be required to effect and confirm such transfer and assignment and waiver. The provisions of this Section 3 will apply to all Company Inventions that are conceived or developed during the term of my relationship with the Company, whether before or after the date of this Agreement, and whether or not further development or reduction to practice may take place after termination of my relationship with the Company, for which purpose it will be presumed that any Company Inventions conceived by me that are reduced to practice in within one (1) year after termination of my relationship with the course of activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by Company were conceived during the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course term of such activities service unless I am able to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party shall have the right to practice establish a later conception date by clear and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentconvincing evidence.

Ownership of Inventions. Inventorship Subject to the licenses set forth in Article 3 and the rights set forth in this Article 9, Ovid shall retain ownership of inventions the Ovid Intellectual Property and Takeda shall retain ownership of the Takeda Intellectual Property. As between the Parties all right, title and interest to Inventions conceived or and reduced to practice in practice, or otherwise created, (i) by or under the course authority of activities performed under Ovid or contemplated by this Agreement its Affiliates or sublicensees, independently of Takeda and its Affiliates, shall be determined owned by application Ovid (“Ovid Inventions”); (ii) by or under the authority of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented Takeda or its Affiliates or sublicensees, independently of Ovid and its Affiliates, shall be owned by one Takeda (“Takeda Inventions”); and (iii) by personnel of Ovid or more employees, consultants its Affiliates and Takeda or contractors of each Party, such inventions its Affiliates shall be jointly owned by the Parties Ovid and Takeda (each such invention, a “Joint InventionInventions”), and if one or more claims included in an issued Patent or pending . Any Patent application claiming a Joint Invention, which is filed in by a patent office in Party or its Affiliate after the Territory claim such Joint InventionEffective Date, such issued Patent or such pending Patent application together with any resulting Patent, shall be jointly owned by the Parties (each such patent application or patent, referred to herein as a “Joint Patent”. Ovid’s interest in any Inventions shall be automatically included in the Ovid Intellectual Property (to the extent applicable). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention Takeda’s interest in any Inventions shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Partyautomatically included in the Takeda Intellectual Property (to the extent applicable). Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (Except as expressly provided otherwise in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each neither Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party for, nor pay the other Party any share of the proceeds from or otherwise account to licensethe other Party for, assignthe practice, enforcement, licensing, assignment or other exploitation of Joint Inventions, or otherwise exploit any Joint Inventions and Joint Patents, by reason of joint ownership thereofPatents or other intellectual property rights therein, and each Party hereby waives any right it may have under the Laws laws of any jurisdiction country to require any such approval approval, sharing or accounting; and , to the extent there are such practice, enforcement or licensing relates to products other than the Compound or any applicable Laws that prohibit such a waiverProduct, each Party will be deemed and relates to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentany indications outside the Field.

Ownership of Inventions. Inventorship Ownership of inventions conceived or reduced all Inventions, including Patent Rights and other intellectual property rights with respect to practice in the course of activities performed under or contemplated by this Agreement such Inventions, shall be determined by application as set forth in this Article 7. Determination of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors inventorship of each Party, such inventions Inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included made in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Partyaccordance with US laws. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, will continue to own any Patent Rights and subcontractors (as provided in Section 3.2.7) performing activities under Know-How that it owned prior to the Effective Date or contemplated by created or obtained outside the scope of this Agreement, including activities related or which it licenses to the Programsother Party under this Agreement. For clarity, as between the Parties and notwithstanding anything herein to assign his or her interest in the contrary, Xxxxx shall have and retain ownership of the Lilly Sequences and any invention conceived or reduced Inventions related solely to practice the Lilly Sequences, and Zymeworks shall retain all rights in the course of such activities Zymeworks Platform and any Inventions comprising improvements thereto. For clarity, all antibody mutations created or introduced by Zymeworks using the Zymeworks Platform will comprise improvements thereto and will be owned by Zymeworks, subject to the Party for which such employeelicenses set forth in Section 2.1; provided, consultant or contractor is providing its serviceshowever, that the physical embodiment of all Antibodies shall be owned by Xxxxx, subject to the rights and licenses granted to Zymeworks hereunder, including pursuant to Section 2.2. Except as otherwise provided in the foregoing sentence, Inventions that are made solely by Zymeworks (and all intellectual property rights therein, including the Patent Rights claiming them) shall be owned solely by Zymeworks; Inventions that are made solely by Xxxxx (and all intellectual property rights therein, including the Patent Rights claiming them) shall be owned solely by Xxxxx; and Joint Inventions (and the Joint Patent Rights) shall be owned jointly by the Parties. Subject to the rights granted under this AgreementArticle 2 and Article 11, each Party shall have has the right to practice and exploit grant licenses under such Joint Inventions (and the Joint PatentsPatent Rights) to any Third Party without the consent of, without any obligation to account to or accounting to, the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint PatentParty.

Ownership of Inventions. Inventorship of inventions conceived or reduced to practice in the course of activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights and licenses granted under this Agreementherein, each Party all right, title and interest in and to all inventions and other intellectual property made solely by personnel of a party hereto in connection with the performance of such party's obligations hereunder shall have be owned solely by such party (a "Sole Invention"). Likewise, subject to the rights and licenses granted herein, all right, title and interest in and to all inventions and other intellectual property made jointly by personnel of AngioSense and Bioject (a "Joint Invention") shall be assigned to AngioSense; provided, however, that AngioSense hereby grants to Bioject a royalty-free exclusive worldwide license (with the right to practice sublicense) under such Joint Invention to develop, make, have made, use, import, distribute, and exploit sell products in all areas outside the Field and outside the licensed portions of the Extended Field. Each party shall promptly notify the other party in writing of any Joint Inventions Inventions. Bioject shall ensure all employees and Joint Patentsconsultants of Bioject, without assist AngioSense in accomplishing the foregoing assignment. For any obligation patent application covering an AngioSense Sole Invention having claims that include or reference to account technology covered by any Bioject patent (now existing or issued during the term of this Agreement) related to jet injection, AngioSense will (a) advise Bioject of the filing of such patent application, and (b) if and when such patent application issues as a patent and that patent is licensed to a third party, or the claimed subject matter thereof is otherwise commercialized, AngioSense will advise Bioject of the licensing or commercialization opportunity and negotiate with Bioject in good faith an arrangement to share revenues derived from such licensing or commercialization opportunity, based upon the relative contribution of the Bioject technology, as defined in the claims of such AngioSense Sole Invention patent, to the other for profitsrevenue opportunity. For any patent application covering a Bioject Sole Invention having claims that include or reference to technology covered by any AngioSense patent (now existing or issued during the term of this Agreement) related to the delivery of a drug or biologic agent to the cardiac or cardiovascular system via (i) a catheter or (ii) a non-catheter based delivery method, Bioject will (a) advise AngioSense of the filing of such patent application, and (b) if and when such patent application issues as a patent and that patent is licensed to a third party, or to obtain any approval the claimed subject matter thereof is otherwise commercialized, Bioject will advise AngioSense of the other Party licensing or commercialization opportunity and negotiate with AngioSense in good faith an arrangement to licenseshare revenues derived from such licensing or commercialization opportunity, assignbased upon the relative contribution of the AngioSense technology, or otherwise exploit Joint Inventions and Joint Patentsas defined in the claims of such Bioject Sole Invention patent, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentrevenue opportunity.

Ownership of Inventions. Inventorship The following terms and conditions shall apply to the ownership of inventions conceived Inventions unless provided for otherwise in this Agreement: Each Party shall remain owner of its Patent Rights and Know-How. BPM shall solely own Inventions solely related to any improvements to the BPM Technology and all Patent Rights and Know-How relating thereto (which will be treated as BPM Technology). Prior to exercise of an Option Right for each Collaboration Target by Roche, all Collaboration Compounds and all Other Compounds for a given Collaboration Target or reduced to practice in the course other Targets, including their methods of activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”)manufacture […***…] and use, and if one or more claims included in an issued all Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties Rights and Know-How relating thereto (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention including Collaboration Compound IP) shall be solely owned by such PartyBPM (with all of the foregoing that are not “Collaboration Compounds” or “Collaboration Compound IP” referred to herein as “Other Compound IP”). […***…] All Patent Rights and Know-How generated under this Agreement to the extent related to biomarkers or bioreagents, including their methods of manufacture and any use, (the “Biomarker IP”) shall be owned jointly by the Parties (with US rules on joint ownership to apply worldwide). After exercise of an Option Right for each Collaboration Target by Roche, all Patent application filed claiming such solely owned invention Rights and Know-How arising from the development or commercialization of Licensed Products, including their methods of manufacture and use, that is generated by (i) either Party individually shall also be solely owned by such Partygenerating Party or (ii) both Parties jointly shall be owned jointly by the Parties (with US rules on joint ownership to apply worldwide). Each Party Subsequent to exercise of an Option Right for a given Collaboration Target, the Roche Group shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities not generate additional compounds directed to such Collaboration Target under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted foregoing, all Patent Rights and Know-How generated under this Agreement, each Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and Agreement to the extent there are any applicable Laws that prohibit such a waiverrelated to Collaboration Targets, each Party including their methods of manufacture and use (other than Collaboration Compound IP, BPM Technology, Other Compound IP, Biomarker IP or […***…]), shall be owned jointly by the Parties (with US rules on joint ownership to apply worldwide). Inventorship for Inventions (including Patent Rights and Know-How) first made during the course of the performance of activities under this Agreement will be deemed determined in accordance with United States patent laws for determining inventorship. BPM and Roche each shall require all of its employees, consultants and contractors to so consent. Each Party agrees assign all Inventions conceived by them to be named as a party, if necessaryRoche and/or BPM, to bring the extent required by this Agreement. Except as specifically set forth herein, this Agreement shall not be construed, by estoppel, implication or maintain otherwise, as (i) giving any of the Parties any license, right, title, interest in or ownership to any Confidential Information; (ii) granting any license or right under any Patent Rights or Know-How; or (iii) representing any commitment by either Party to enter into any additional agreement. Notwithstanding anything in this Agreement to the contrary, all in-licensed Patent Rights or Know-How Controlled by a lawsuit involving a Joint Invention or Joint PatentParty hereto will be subject to the applicable Third Party agreement.

Ownership of Inventions. Inventorship of inventions conceived or reduced to practice in the course of activities performed under or contemplated by this Agreement shall Inventions will be determined by application in accordance with the rules of U.S. inventorship under United States patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its serviceslaws. Subject to the rights licenses granted under this Agreement, as between the Parties, Licensee will own all Licensee Inventions, POZEN will own all POZEN Inventions, and Joint Inventions will be owned jointly by Licensee and POZEN; provided, however, that during the Term of this Agreement: (i) neither POZEN nor Licensee shall *** other than as expressly provided in this Agreement, including Section 7.1 (Licensed Technology), without the consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, and (ii) neither Party shall assign, pledge, encumber, license or otherwise transfer any of its rights in any Joint Invention or Joint Patent without the other Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Upon any expiration or termination of this Agreement, each Party shall will have the right to practice exploit, license and exploit grant rights to sublicense each such Joint Invention and Joint Patent, without any duty of accounting to the other Party, and each Party hereby consents, and agrees to consent, without payment of any further consideration or royalty, to the Joint Party’s exploitation and licensing of said Joint Party’s interest in such Joint Invention or Joint Patent to Third Parties; provided, that nothing in this Section 9.3 gives either Party any right or license under any intellectual property rights Controlled by the other Party other than Joint Inventions and Joint Patents, without any obligation regardless of whether such rights are necessary in order to account to exploit the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction Patents pursuant to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentthis Section 9.3.

Ownership of Inventions. Inventorship of inventions conceived or reduced to practice in the course of activities performed under or contemplated by this Agreement shall be determined by application of U.S. United States patent Laws pertaining to inventorship. If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be owned by such Party, and any patent filed claiming such solely owned invention shall also be owned by such Party. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent patent or pending Patent patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application claims shall be jointly owned by the Parties (each such patent application or patent, a “Joint PatentPatent Rights”). If such an invention is solely invented by an employeeSubject to Section 5.6 with respect to contractors, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, consultants and subcontractors (as provided in Section 3.2.7) contractors performing activities under or contemplated by this Agreement, including activities related to the ProgramsBMS Patent Rights, Licensed Compounds or Licensed Products, to assign his or his/her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject This Agreement shall be understood to be a joint research agreement in accordance with 35 U.S.C. § 103(c)(3) with respect to the rights granted under development of Licensed Compounds and Licensed Products. The filing, prosecution, maintenance and enforcement of Joint Patent Rights shall be handled in accordance with this Agreement, each Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and Article 10 to the extent there are such Joint Patent Rights Cover a Pharmacopeia Excluded Compound. For purposes of clarity, BMS shall be solely responsible, in its sole discretion, for the filing, prosecution, maintenance and enforcement of any applicable Laws that prohibit such Joint Patent Rights which Cover a waiverBMS Excluded Compound, each Party and, as further set forth in Section 10.4.2, for all BMS Other Patent Rights. The Parties will be deemed to so consent. Each Party agrees to be named as confer regarding the filing, prosecution, maintenance and enforcement of any Joint Patent Rights which Cover neither a partyBMS Excluded Compound nor a Pharmacopeia Excluded Compound, if necessaryor which Cover both a BMS Excluded Compound and a Pharmacopeia Excluded Compound, provided that, to bring or maintain a lawsuit involving a the extent reasonably feasible, the Parties will endeavor (such as through the filing of divisional applications) to Cover BMS Excluded Compounds and Pharmacopeia Excluded Compounds in separate applications within the Joint Invention or Joint PatentPatent Rights.

Ownership of Inventions. Inventorship Subject to the licenses set forth in Article 2 and the rights set forth in this Article 10, Revance shall retain ownership of inventions the Licensed Technology Rights other than the Collaboration Data. As between the Parties all right, title and interest to inventions, Know-How and other intellectual property (together with all intellectual property rights therein) conceived or created or first reduced to practice in connection with the course exercise of activities performed rights or performance of obligations under or contemplated by this Agreement (“Inventions”) (i) by or under the authority of Mylan or its Affiliates or Sublicensees, independently of Revance and its Affiliates, shall be determined owned by application Mylan (“Mylan Inventions”); (ii) by or under the authority of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented Revance or its Affiliates or Sublicensees, independently of Mylan and its Affiliates, shall be owned by one Revance; and (iii) by personnel of Mylan or more employees, consultants its Affiliates and Revance or contractors of each Party, such inventions its Affiliates shall be jointly owned by the Parties (each such invention, a “Joint Invention”), Mylan and if one or more claims included in Revance. Any patent application claiming an issued Patent or pending Patent application which Invention that is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application Parties, which is filed by a Party or its Affiliate after the Effective Date, together with any resulting patent, may be referred to herein as a “Joint Patent”). If such an invention is solely invented by an employeeRevance’s interest in any Inventions that are necessary or useful to the Exploitation of the Cell Line, consultant Biological Active Substance, Product or contractor a component of a Partythe Product in the Mylan Territory, such invention and all intellectual property rights therein, shall be solely owned by such Partyautomatically included in the Licensed Technology Rights. Mylan’s interest in any Inventions that are necessary or useful to the Exploitation of the Product in the Revance Territory, and any Patent application filed claiming such solely owned invention all intellectual property rights therein, shall also be solely owned by such Partyautomatically included in the Mylan Technology Rights. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (Except as expressly provided otherwise in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each neither Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party to licensefor, assign, nor pay the other Party any share of the proceeds from or otherwise exploit account to the other Party for, the practice, enforcement, licensing, assignment or other exploitation of such jointly owned Inventions or Joint Inventions and Joint Patents, by reason of joint ownership thereofPatent or other intellectual property rights therein, and each Party hereby waives any right it may have under the Laws laws of any jurisdiction country to require any such approval approval, sharing or accounting; and . Notwithstanding anything to the extent there are any applicable Laws that prohibit such a waivercontrary in this Agreement, but subject to the rights and licenses granted under this Agreement, as between the Parties, each Party will be deemed retains ownership of its inventions, Know-How and other intellectual property (together with all intellectual property rights therein) conceived or created or first reduced to so consent. Each Party agrees to be named as a party, if necessary, to bring practice before the Effective Date or maintain a lawsuit involving a Joint Invention outside of the Initial Development Plan or Joint Patentthe Development Plan.

Ownership of Inventions. Inventorship As between the Parties, all right, title and interest to inventions and other subject matter made (a) solely by or on behalf of inventions conceived or reduced to practice MSB in the course of conducting activities performed under or contemplated by this Agreement (“MSB Sole Inventions”) and all intellectual property rights therein (including Patents claiming the same, the “MSB Sole Patents”) shall be determined solely owned by application MSB, (b) solely by or on behalf of U.S. patent Laws pertaining to inventorship. If such inventions are Collaborator in the course conducting activities under this Agreement (“Collaborator Sole Inventions”) and all intellectual property rights therein (including Patents claiming the same, the “Collaborator Sole Patents”) shall be solely owned by Collaborator, and (c) made jointly invented by one or more employees, consultants or contractors on behalf of each PartyParty in the course conducting activities under this Agreement (“Joint Inventions”) and all intellectual property rights therein (including Patents claiming the same, such inventions the “Joint Patents”) shall be jointly owned by Collaborator and MSB. In addition, as between the Parties Parties, all MSB Improvements developed by either party, or jointly and all intellectual property rights therein (each such invention, a and Patents claiming the same “Joint InventionMSB Improvement Patents”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention ) shall be solely owned by such PartyMSB. During the Term, (a) MSB Improvements that are necessary or useful for the Development or Commercialization of Product, (b) MSB Sole Inventions and any Patent application filed claiming such solely owned invention (c) MSB’s interest in Joint Inventions shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, included in the Product Technology and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related subject to the Programsrights granted to Collaborator under Section 3.1. For the avoidance of doubt, (a) MSB reserves the right to assign his use, practice or her interest in otherwise exploit any invention conceived or reduced to practice in the course of such activities and all MSB Improvements, MSB Sole Inventions and Joint Inventions subject to the Party for which such employeerights granted under Section 3.1 and (b) Collaborator reserves the right to use, consultant practice or contractor is providing its services. Subject otherwise exploit any and all Collaborator Sole Inventions and Joint Inventions subject to rights that may be granted to MSB under Section 3.2.Subject to the rights granted under this Agreement, each it is understood that neither Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other Party for profits, or to obtain any approval of the other Party to license, assign, assign or otherwise exploit Joint Inventions and or the intellectual property therein (including Joint Patents, by reason of joint ownership thereof), and each Party hereby waives any right it may have under the Laws Applicable Law of any jurisdiction to require any such approval or accounting; . Confidential material omitted and to filed separately with the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint PatentCommission.

Ownership of Inventions. Inventorship of inventions conceived or reduced to practice in the course of activities performed under or contemplated by this Agreement shall Inventions will be determined by application in accordance with the rules of U.S. inventorship under United States patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its serviceslaws. Subject to the rights licenses granted under this Agreement, as between the Parties, Licensee will own all Licensee Inventions, POZEN will own all POZEN Inventions, and Joint Inventions will be owned jointly by Licensee and POZEN; provided, however, that during the Term of this Agreement: (i) neither POZEN nor Licensee shall *** other than as expressly provided in this Agreement, including Section 7.1 (Licensed Technology), without the consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, and (ii) neither Party shall assign, pledge, encumber, license or otherwise transfer any of its rights in any Joint Invention or Joint Patent without the other Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Upon any expiration or termination of this Agreement, each Party shall will have the right to practice exploit, license and exploit grant rights to sublicense each such Joint Invention and Joint Patent, without any duty of accounting to the other Party, and each Party hereby consents, and agrees to consent, without payment of any further consideration or royalty, to the Joint Party’s exploitation and licensing of said Joint Party’s interest in such Joint Invention or Joint Patent to Third Parties; provided, that nothing in this Section 9.3 gives either Party any right or license under any intellectual property rights Controlled by the other Party other than Joint Inventions and Joint Patents, without any obligation regardless of whether such rights are necessary in order to account to exploit the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, Patents pursuant to this Section 9.3. The Parties acknowledge and each Party hereby waives any right it may have agree that AstraZeneca AB owns all AstraZeneca Inventions (as defined in the Original Agreement) conceived under the Laws Original Agreement in the performance of any jurisdiction to require any such approval or accounting; and activities undertaken pursuant to the extent there are any applicable Laws that prohibit such a waiverOriginal Agreement solely by employees, each Party will be deemed agents, or independent contractors of AstraZeneca AB, its Affiliates or sublicensees prior to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentthe Amended and Restated Effective Date.

Ownership of Inventions. Inventorship of Each Party shall own all inventions conceived or reduced to practice and Information made solely by its respective employees, agents, and independent contractors and its Affiliates in the course of conducting such Party’s activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees(collectively, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint InventionSole Inventions”), along with any Patents covering such Sole Inventions. All inventions and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint InventionInformation that are made jointly by employees, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employeesAffiliates, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice independent contractors of both Parties in the course of such performing activities to under this Agreement (collectively, “Joint Inventions”), along with any Joint Patents, shall be owned jointly by the Party for which such employee, consultant or contractor is providing its servicesParties. Subject to the rights licenses granted under this Agreementpursuant to Section ‎2.1 or ‎2.3, each Party shall have the right to practice practice, license *** INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. and exploit the Joint Inventions and Joint PatentsPatents worldwide, without any obligation to account to the other for profits, or to obtain any approval consent of the other Party (and where consent is required by Applicable Law, such consent is hereby deemed granted) and without a duty of accounting to licensethe other Party. For the avoidance of doubt and for purposes of this Agreement, assign, or otherwise exploit to the extent that any Joint Inventions relate to any Product, such Joint Inventions shall be deemed to constitute VIVUS Know-How and Joint PatentsLicensee Know-How, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are that any applicable Laws that prohibit Joint Patents relate to any Product, such a waiver, each Party will Joint Patents shall be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentconstitute VIVUS Patents and Licensee Patents.

Ownership of Inventions. Inventorship of inventions conceived or reduced to practice in the course of activities performed under or contemplated by this Agreement shall be determined by application of U.S. United States patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “"Joint Invention”"), and if one or more claims included in an issued Patent patent or pending Patent patent application which is filed in a patent office in arising out of the Territory Collaboration claim such Joint InventionInvention and, under U.S. patent law, would require the naming of at least one co-inventor who is an employee, consultant or contractor of Amgen and/or its Affiliates, and at least one co-inventor who is an employee, consultant or contractor of Predix and/or its Affiliates, such issued Patent or such pending Patent application claims shall be jointly owned by the Parties (each such patent application or patent, a “"Joint Patent”Patents"). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent patent application filed claiming such solely owned invention shall also be solely owned by such Party. This Agreement shall be understood to be a joint research agreement in accordance with 35 U.S.C. Section 103(c)(3) to develop the Program Compounds (other than Acquired Compounds) and Program Products (other than Acquired PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE EXCHANGE ACT; [*] DENOTES OMISSIONS. Products). Each Party shall enter into binding agreements, or have entered into binding agreements that are still effective, obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) its employees performing activities under or contemplated by this Agreement, including activities related to the ProgramsProgram Compounds or Program Products, to assign his or his/her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint PatentParty.

Ownership of Inventions. Inventorship The following terms and conditions shall apply to the ownership of inventions conceived Inventions unless provided for otherwise in this Agreement: ​ Each Party shall remain owner of its Patent Rights and Know-How. ​ BPM shall solely own Inventions solely related to any improvements to the BPM Technology and all Patent Rights and Know-How relating thereto (which will be treated as BPM Technology). ​ Prior to exercise of an Option Right for each Collaboration Target by Roche, all Collaboration Compounds and all Other Compounds for a given Collaboration Target or reduced to practice in the course other Targets, including their methods of activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”)manufacture […***…] and use, and if one or more claims included in an issued all Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties Rights and Know-How relating thereto (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention including Collaboration Compound IP) shall be solely owned by such PartyBPM (with all of the foregoing that are not “Collaboration Compounds” or “Collaboration Compound IP” referred to herein as “Other Compound IP”). ​ […***…] All Patent Rights and Know-How generated under this Agreement to the extent related to biomarkers or bioreagents, including their methods of manufacture and any use, (the “Biomarker IP”) shall be owned jointly by the Parties (with US rules on joint ownership to apply worldwide). ​ After exercise of an Option Right for each Collaboration Target by Roche, all Patent application filed claiming such solely owned invention Rights and Know-How arising from the development or commercialization of Licensed Products, including their methods of manufacture and use, that is generated by (i) either Party individually shall also be solely owned by such Partygenerating Party or (ii) both Parties jointly shall be owned jointly by the Parties (with US rules on joint ownership to apply worldwide). Each Party ​ Subsequent to exercise of an Option Right for a given Collaboration Target, the Roche Group shall enter into binding agreements obligating not generate additional compounds directed to such Collaboration Target under this Agreement. ​ Subject to the foregoing, all Patent Rights and Know-How generated under this Agreement to the extent related to Collaboration Targets, including their methods of manufacture and use (other than Collaboration Compound IP, BPM Technology, Other Compound IP, Biomarker IP or […***…]), shall be owned jointly by the Parties (with US rules on joint ownership to apply worldwide). ​ Inventorship for Inventions (including Patent Rights and Know-How) first made during the course of the performance of activities under this Agreement will be determined in accordance with United States patent laws for determining inventorship. BPM and Roche each shall require all of its employees, agentsconsultants and contractors to assign all Inventions conceived by them to Roche and/or BPM, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated to the extent required by this Agreement. ​ Except as specifically set forth herein, including activities related this Agreement shall not be construed, by estoppel, implication or otherwise, as (i) giving any of the Parties any license, right, title, interest in or ownership to any Confidential Information; (ii) granting any license or right under any Patent Rights or Know-How; or (iii) representing any commitment by either Party to enter into any additional agreement. Notwithstanding anything in this Agreement to the Programscontrary, to assign his all in-licensed Patent Rights or her interest in any invention conceived or reduced to practice in the course of such activities Know-How Controlled by a Party hereto will be subject to the applicable Third Party for which such employee, consultant or contractor is providing its servicesagreement. Subject to the rights granted under this Agreement, each Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patent.​

Ownership of Inventions. Inventorship shall be determined in accordance with U.S. patent laws. Any Invention made solely by employees, agents, or independent contractors of inventions conceived a Party or reduced to practice its Affiliates in the course of performing activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employeesAgreement, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties together with all intellectual property rights therein (each such invention, a “Joint InventionSole Inventions”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party; provided that CTI shall own, and any Patent application filed claiming Xxxxxx (on behalf of itself and its Affiliates) hereby assigns to CTI, all Sole Inventions specifically related to the composition of matter or use of Licensed Products and all other Sole Inventions otherwise specifically related to Licensed Products (in each case, solely to the extent of such solely owned invention shall also be solely owned specific relationship) (such Sole Inventions assigned to CTI together with all intellectual property rights therein, “CTI Assigned Patents”). Any Invention made jointly by at least one (1) employee, agent, or independent contractor of each Party or such Party’s Affiliate, together with all intellectual property rights therein (“Joint Inventions”, and all Patents covering such Joint Inventions, hereinafter, “Joint Patents”), shall be owned jointly by the Parties in accordance with joint ownership interests of co-inventors under U.S. patent laws, with each joint Party having, unless otherwise set forth in this Agreement, the unrestricted right to license and grant rights to sublicense any such Joint Invention; provided that CTI shall own, and Xxxxxx (on behalf of itself and its Affiliates) hereby assigns to CTI, all of its interest in Joint Inventions specifically related to the composition of matter or use of the Licensed Product and all other Joint Inventions otherwise specifically related to the Licensed Product (in each case, solely to the extent of such specific relationship) (such interests in Joint Inventions assigned to CTI together with all intellectual property rights therein, “CTI Assigned Joint Patents”). Each Party hereby grants to the other Party a nonexclusive, royalty-free, worldwide license, with the right to grant sublicenses, under such Party’s interest in Joint Inventions, solely for the purpose of performing its obligations under this Agreement; provided that the foregoing shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by not apply to any uses of such Joint Inventions for which the receiving Party otherwise retains an exclusive license pursuant to this Agreement, including activities related with such proviso to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of apply only for so long as such activities to the receiving Party for which retains such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party to exclusive license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patent.

Ownership of Inventions. Inventorship of Title to all inventions conceived or reduced to practice and other intellectual property made solely by Astellas personnel in the course of activities performed under or contemplated by connection with this Agreement shall be determined owned by application Astellas. Title to all inventions and other intellectual property made solely by XenoPort personnel in connection with this Agreement shall be owned by XenoPort. Title to all inventions and other intellectual property made jointly by personnel of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions XenoPort and Astellas in connection with this Agreement shall be jointly owned by the Parties (each Astellas and XenoPort. Prosecution of any patent applications and patents with respect to such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention inventions and intellectual property shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Partyas mutually agreed. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (Except as expressly provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related it is understood that neither Party shall have any obligation to obtain any approval of nor pay a share of the proceeds to the Programsother Party to exploit or enforce such jointly owned inventions or intellectual property, and that neither Party shall, without obtaining the approval of the other Party, license or assign the same to assign his a Third Party other than its licensees of (or her interest an assignee of all or substantially all of its assets or business in any invention conceived country pertaining to) the Compound and/or the Product or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its servicesSubdistributors. Subject to the rights granted under this AgreementFor clarity, each Party shall have the right, without having to obtain the approval of, nor to pay a share of the proceeds to, the other Party, to license and/or assign such jointly owned intellectual property to any licensee of the Compound and/or Product or Subdistributor or to an assignee of all or substantially all of its assets or business pertaining to the Compound and/or Product in any country. Astellas hereby grants to XenoPort a non-exclusive, worldwide, irrevocable, fully paid-up license, with the right to sublicense, under any Improvements to make, have made, use, sell, offer for sale, import, practice and otherwise exploit Joint Inventions and Joint Patentsthe same for the Compound and/or the Product, without any obligation to account subject to the exclusive rights granted to Astellas under this Agreement with respect to the Product in the Territory. As used herein, “Improvements” means any patent rights or other for profits, intellectual property made by or to obtain any approval under authority of Astellas in connection with development and/or commercialization of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and Product that is applicable to the extent there are any applicable Laws that prohibit such a waiverCompound, each Party will be deemed to so consent. Each Party agrees to be named as a partyProduct or transported prodrugs thereof or the manufacture, if necessary, to bring use or maintain a lawsuit involving a Joint Invention or Joint Patentformulation thereof.

Ownership of Inventions. Inventorship Except as otherwise set forth herein, all inventions and discoveries acquired or developed solely by employees of inventions conceived or reduced to practice in a Party during the course of activities performed under or contemplated by this Agreement shall be determined by application (“Sole Inventions”) are the sole property of U.S. patent Laws pertaining such Party. In the event that employees of MAP and NEKTAR UK jointly develop any invention or discovery, MAP and NEKTAR UK will each own an undivided one-half (1/2) interest, without the consent of or a duty of accounting to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each the other Party, in and to such inventions shall be jointly owned by the Parties invention (each such invention, a “Joint Invention”), except as otherwise provided herein. With respect to MAP’S Sole Inventions and if one Joint Inventions relating solely to the NEKTAR UK Core Technology, MAP hereby assigns its entire right, title and interest in and to such Sole or more claims included Joint Invention to NEKTAR UK in an issued Patent or pending Patent application which is filed in consideration for the license granted herein. With respect to NEKTAR UK’S Sole Inventions and Joint Inventions relating solely to a patent office Device and the Formulation, and NEKTAR UK’S Sole Inventions and Joint Inventions in the Territory claim Field relating solely to: the Compound or methods of administering the Compound (collectively the “MAP Core Technology”), NEKTAR UK hereby assigns its entire right, title and interest in and to such Sole Inventions and Joint Invention, such issued Patent or such pending Patent application shall be Inventions to MAP in [ * ] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. consideration for the payment and development obligations of MAP as set forth in this Agreement. In the event any Joint Invention that is jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to has applicability outside the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this AgreementField, each Party shall have has the right to practice independently manufacture, use, import, export, offer for sale, or sell such Joint Invention, and exploit has the right to assign or sublicense its rights in and to such Joint Inventions and Joint PatentsInvention, without any obligation to account the consent of or a duty of accounting to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint PatentParty.

Ownership of Inventions. Inventorship Ownership of inventions conceived inventions, developments or reduced to practice discoveries, whether patentable or non-patentable, invented or otherwise discovered or generated in the course of activities performed performing each Party’s obligations under this Agreement and the Development Plan (“Inventions”), and any and all intellectual property rights therein, shall be determined as follows: (a) Epirus shall own all Inventions that relate to the composition of matter, methods of making, methods of using (including without limitation methods of treatment or contemplated by administration) or formulations of Products (the “Product Inventions”), and (b) ownership of all other Inventions that are not Product Inventions arising in the course of the Parties’ performance of their obligations under this Agreement shall be determined owned in accordance with the rules of inventorship in accordance with United States patent law. For clarity and subject to the foregoing, (i) each Party shall solely own any Inventions and intellectual property rights therein that are made, conceived, reduced to practice, authored, or otherwise discovered solely by application such Party or any of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more its employees, consultants Affiliates, licensees, sublicensees (where permitted), independent contractors, or contractors agents, including without limitation any Patent or Patent Application in which all of each Partythe claims included in such Patent or Patent Application claim only such solely owned Invention, such inventions and (ii) the Parties shall be jointly owned own any Inventions and intellectual property rights therein that are made, conceived, reduced to practice, authored, or otherwise discovered jointly by the Parties or any of their employees, Affiliates, licensees, sublicensees (each such inventionwhere permitted), independent contractors, or agents (each, a “Joint Invention”), and if one or more claims included in an issued including without limitation any Patent or pending Patent application which is filed in a patent office in the Territory claim Application on such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party shall have the right to practice use and exploit Joint license jointly owned Inventions and Joint Patents, all intellectual property rights therein for any and all purposes without any obligation the need to account to the other for profits, or to obtain any approval of seek permission from the other Party (subject, in all cases, to licenseany other applicable terms of this Agreement); provided, assignhowever, that for clarity, the foregoing shall not be construed as granting or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each conveying to either Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval license or accounting; and other rights to the extent there are any applicable Laws that prohibit such a waiverother Party’s other intellectual property rights, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentunless otherwise expressly set forth in this Agreement.

Ownership of Inventions. Inventorship of inventions conceived or reduced to practice in the course of activities performed under or contemplated by this Agreement shall Inventions will be determined by application in accordance with the rules of U.S. inventorship under United States patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its serviceslaws. Subject to the rights licenses granted under this Agreement, as between the Parties, Licensee will own all Licensee Inventions, POZEN will own all POZEN Inventions, and Joint Inventions will be owned jointly by Licensee and POZEN; provided, however, that during the Term of this Agreement: (i) neither POZEN nor Licensee shall *** other than as expressly provided in this Agreement, including Section 7.1 (Licensed Technology), without the consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, and (ii) neither Party shall assign, pledge, encumber, license or otherwise transfer any of its rights in any Joint Invention or Joint Patent without the other Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Upon any expiration or termination of this Agreement, each Party shall will have the right to practice exploit, license and exploit grant rights to sublicense each such Joint Invention and Joint Patent, without any duty of accounting to the other Party, and each Party hereby consents, and agrees to consent, without payment of any further consideration or royalty, to the Joint Party’s exploitation and licensing of said Joint Party’s interest in such Joint Invention or Joint Patent to Third Parties; provided, that nothing in this Section 9.3 gives either Party any right or license under any intellectual property rights Controlled by the other Party other than Joint Inventions and Joint Patents, without any obligation regardless of whether such rights are necessary in order to account to exploit the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, Patents pursuant to this Section 9.3. The Parties acknowledge and each Party hereby waives any right it may have agree that AstraZeneca AB owns all AstraZeneca Inventions (as defined in the Original Agreement) conceived under the Laws Original Agreement in the performance of any jurisdiction to require any such approval or accounting; and activities undertaken pursuant to the extent there are any applicable Laws that prohibit such a waiverOriginal Agreement solely by employees, each Party will be deemed agents, or independent contractors of AstraZeneca AB, its Affiliates or sublicensees prior to so consentthe Amended and Restated Effective Date. Each Party agrees to be named as a partyCONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, if necessaryWHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK ***, to bring or maintain a lawsuit involving a Joint Invention or Joint Patent.HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION

Ownership of Inventions. Inventorship of inventions conceived or reduced to practice Each Party shall own all Inventions generated solely by it and its Affiliates and their respective employees, agents and independent contractors in the course of conducting such Party’s activities performed under or contemplated by this Agreement shall be determined (collectively, “Sole Inventions”). All Inventions that are generated jointly by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants Affiliates, agents, or independent contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such performing activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this AgreementAgreement (collectively, “Joint Inventions”) shall be owned jointly by the Parties in accordance with joint ownership interests of co-inventors under the U.S. patent laws (that is, each Party shall have the right full rights to practice license, assign and exploit such Joint Inventions (and Joint Patentsany Patents arising therefrom) anywhere in the world, without any obligation to account requirement of gaining the consent of, or accounting to, the other Party), subject to the licenses granted herein and subject to any other for profitsintellectual property held by such other Party. Inventorship shall be determined in accordance with the U.S. patent laws. Notwithstanding the foregoing, any and all changes, discoveries, improvements, developments, enhancements or modifications (“Improvements”) to the Licensed Product, Company Patents or Company Know-How developed by Licensee in the course of the Development, make, use or sale of the Licensed Product shall be owned by Company; provided, however, that any such Improvements are hereby incorporated into the license grant under Section 2.1 during the Term without any additional consideration owed by Licensee. Licensee hereby transfers and assigns (and shall cause its, its Affiliates’ and its sublicensees’ employees, agents, contractors, subcontractors, and representatives to transfer and assign) to Company all right, title and interest that Licensee may have in and to any Improvements and all intellectual property rights related thereto. Licensee shall sign and deliver any and all documents reasonably required by Company to implement such assignment and transfer to Company of such and take such other actions as may be necessary or reasonably requested by Company to document the aforesaid assignment and transfer of the Improvements to Company, or to obtain any approval of the other Party enable Company to licensesecure, assignregister, maintain, enforce or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; fully protect its rights in and to the extent there are Improvements and all intellectual property rights related thereto. If Company is unable because of Licensee’s unavailability, refusal, dissolution or for any applicable Laws that prohibit such other reason to secure a waiversignature by or on behalf of Licensee to apply for or to pursue any application, each Party will be deemed to so consent. Each Party agrees to be named registration, filing or other instrument for intellectual property rights covering the Improvements, then Licensee hereby irrevocably designates and appoints Company and its duly authorized officers and agents as a party, if necessaryLicensee’s agent and attorney in fact, to bring act for and on Licensee’s behalf and stead to execute and file any such application, registration, filing or maintain a lawsuit involving a Joint Invention or Joint Patentother instrument, and to do all other lawfully permitted acts to further the prosecution and issuance of such intellectual property rights, with the same legal force and effect as if executed by Licensee.

Ownership of Inventions. Inventorship of inventions conceived or reduced to practice in the course of activities performed under or contemplated by this Agreement shall Inventions will be determined by application in accordance with the rules of U.S. inventorship under United States patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its serviceslaws. Subject to the rights licenses granted under this Agreement, as between the Parties, Licensee will own all Licensee ***Confidential Treatment Requested -23- Inventions, POZEN will own all POZEN Inventions, and Joint Inventions will be owned jointly by Licensee and POZEN; provided, however, that during the Term of this Agreement: (i) neither POZEN nor Licensee shall [...***...] other than as expressly provided in this Agreement, including Section 7.1 (Licensed Technology), without the consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, and (ii) neither Party shall assign, pledge, encumber, license or otherwise transfer any of its rights in any Joint Invention or Joint Patent without the other Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Upon any expiration or termination of this Agreement, each Party shall will have the right to practice exploit, license and exploit grant rights to sublicense each such Joint Invention and Joint Patent, without any duty of accounting to the other Party, and each Party hereby consents, and agrees to consent, without payment of any further consideration or royalty, to the Joint Party’s exploitation and licensing of said Joint Party’s interest in such Joint Invention or Joint Patent to Third Parties; provided, that nothing in this Section 9.3 gives either Party any right or license under any intellectual property rights Controlled by the other Party other than Joint Inventions and Joint Patents, without any obligation regardless of whether such rights are necessary in order to account to exploit the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, Patents pursuant to this Section 9.3. The Parties acknowledge and each Party hereby waives any right it may have agree that AstraZeneca AB owns all AstraZeneca Inventions (as defined in the Original Agreement) conceived under the Laws Original Agreement in the performance of any jurisdiction to require any such approval or accounting; and activities undertaken pursuant to the extent there are any applicable Laws that prohibit such a waiverOriginal Agreement solely by employees, each Party will be deemed agents, or independent contractors of AstraZeneca AB, its Affiliates or sublicensees prior to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentthe Amended and Restated Effective Date.

Ownership of Inventions. Inventorship Eisai shall own Eisai Patents and Eisai Know-How existing on the Original Agreement Effective Date, and Company shall own Company Patents and Company Know-How existing on the Original Agreement Effective Date. All inventions and discoveries that are conceived, discovered or otherwise made solely by or on behalf of inventions conceived a Party (or reduced to practice any of their Affiliates, subcontractors or sublicensees or its or their respective Representatives), in the course of conducting Development, Manufacturing and/or Commercialization activities performed for any Eisai Collaboration Product under or contemplated by relating to this Agreement and/or the Original Agreement, whether or not patentable, shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating own an equal, undivided interest in all employees, agents, consultants, contractorsinventions, and discoveries that are conceived, discovered or otherwise made jointly by or on behalf of both Parties (or their respective Affiliates, subcontractors (as provided in Section 3.2.7or sublicensees or its or their respective Representatives) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such performing activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this AgreementAgreement and/or the Original Agreement whether or not patentable (collectively, each “Joint Inventions”), and any and all Patent Rights arising therefrom (collectively, such Patent Rights with respect to Joint Inventions, “Joint Patents”), and Know-How that is conceived, discovered or otherwise made jointly by or on behalf of both Parties (or their respective Affiliates, subcontractors or sublicensees or its or their respective Representatives) in the course of performing activities under this Agreement and/or Original Agreement (collectively “Joint Know- How”), and other intellectual property rights thereto. Each Party shall have the right full rights to practice license, assign and exploit such Joint Inventions (and Joint Patentsany Patents arising therefrom) anywhere in the world, without any obligation to account requirement of gaining the consent of, or accounting to, the other Party, subject to the other for profitslicenses granted herein and subject to Section 7.4. Inventorship shall be determined in accordance with Japanese patent law. For the purpose of clarification, or to obtain any approval ownership of the other Party to license, assign, or otherwise exploit Joint Inventions Regulatory Filings and Joint Patents, Regulatory Approvals shall be governed by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint PatentSection 6.4.

Ownership of Inventions. Inventorship of Title to all inventions conceived or reduced to practice and other intellectual property made solely by Astellas personnel in the course of activities performed under or contemplated by connection with this Agreement shall be determined owned by application Astellas. Title to all inventions and other intellectual property made solely by XenoPort personnel in connection with this Agreement shall be owned by XenoPort. Title to all inventions and other intellectual property made jointly by personnel of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions XenoPort and Astellas in connection with this Agreement shall be jointly owned by the Parties (each Astellas and XenoPort. Prosecution of any patent applications and patents with respect to such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention inventions and intellectual property shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Partyas mutually agreed. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (Except as expressly provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related it is understood that neither Party shall have any obligation to obtain any approval of nor pay a share of the proceeds to the Programsother Party to exploit or enforce such jointly owned inventions or intellectual property, and that neither Party shall, without obtaining the approval of the other Party, license or assign the same to assign his a Third Party other than its licensees of (or her interest an assignee of all or substantially all of its assets or business in any invention conceived country pertaining to) the Compound and/or the Product or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its servicesSubdistributors. Subject to the rights granted under this AgreementFor clarity, each Party shall have the right, without having to obtain the approval of, nor to pay a share of the proceeds to, the other Party, to license and/or assign such jointly owned intellectual property to any licensee of the Compound and/or Product or Subdistributor or to an assignee of all or substantially all of its assets or business pertaining to the Compound and/or Product in any country. Astellas hereby grants to XenoPort a non-exclusive, worldwide, irrevocable, fully paid-up license, with the right to sublicense, under any Improvements to make, have made, use, sell, offer for sale, import, practice and otherwise exploit Joint Inventions and Joint Patentsthe same for the Compound and/or the Product, without any obligation to account subject to the exclusive rights granted to Astellas under this Agreement with respect to the Product in the Territory. As used herein, “Improvements” means any patent rights or other for profitsintellectual property made by or under authority of Astellas in connection with manufacturing, developing and/or commercializing the Product that is applicable to the Compound, Product or transported prodrugs thereof or the manufacture, use or formulation thereof. Notwithstanding anything to obtain any approval the contrary contained herein, subject to Section 2.7 of the other Party GSK Agreement, XenoPort shall not have the right to licensesublicense or disclose to GSK any Astellas Manufacturing Know-How and/or Improvements relating to manufacturing the Compound, assignthe Material and/or the Product inside or outside the Territory until the expiration or earlier termination of this Agreement in all countries of the Territory pursuant to Section 15.2 or 15.3 below or Section 2.4 above. * CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, or otherwise exploit Joint Inventions and Joint PatentsMARKED BY BRACKETS, by reason of joint ownership thereofIS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint PatentAS AMENDED.

Ownership of Inventions. Inventorship Ownership of inventions patentable subject matter conceived of or reduced to practice in performance of the course of activities performed under or contemplated by this Agreement shall Collaboration will be determined by application in accordance with the rules of U.S. inventorship under United States patent Laws pertaining laws. Subject to inventorship. If such Article 4, Aurora will own all inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), conceived and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in during performance of the course of Collaboration solely by its employees and agents, and all patent applications and patents claiming such activities to the Party for which such employee, consultant or contractor is providing its servicesinventions. Subject to the rights granted under this AgreementArticle 4, each Party shall have the right Hyseq will own all inventions conceived and reduced to practice during performance of the Collaboration solely by its employees and exploit agents, and all patent applications and patents claiming such inventions. The parties agree to promptly exert all reasonable efforts, including the execution and delivery of any and all papers, instruments or affidavits necessary to effectuate the ownership rights stated in Article 4. Subject to Article 4, all inventions conceived and reduced to practice during performance of the Collaboration jointly by employees or agents of Aurora and employees or agents of Hyseq, and all patent applications and patents claiming such inventions, will be owned jointly by Aurora and Hyseq ("Joint Inventions"). The parties will determine via the JRDC which party will be responsible for the filing, prosecution and maintenance of jointly owned patent applications and patents. Each party (a) will [***] regarding the filing, prosecution and maintenance of patent applications claiming Joint Inventions, and (b) will keep the other party advised of the status of such filing, prosecution and maintenance. Each party agrees to cooperate fully in the preparation, filing and prosecution of patent applications claiming Joint Inventions, including, without limitation, (i) executing all papers and instruments, or requiring its employees or agents, to execute such papers and instruments, so as to enable the other party to apply for and to prosecute patent applications claiming Joint Inventions in any country, and Joint Patents, without any obligation to account to (ii) promptly informing the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws party of any jurisdiction matters coming to require any such approval party's attention that may affect the preparation, filing or accounting; and to the extent there are any applicable Laws that prohibit prosecution of an such a waiverpatent applications. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, each Party will be deemed to so consent. Each Party agrees to be named as a partyMARKED BY BRACKETS, if necessaryHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, to bring or maintain a lawsuit involving a Joint Invention or Joint PatentAS AMENDED.

Ownership of Inventions. Inventorship of As between the Parties, each Party shall own any inventions conceived (or conceived and reduced to practice practice) solely by its own employees, agents, or independent contractors in the course of conducting its activities performed under this Agreement, together with all intellectual property rights therein (“Sole Inventions”). Sole Inventions conceived (or contemplated conceived and reduced to practice) solely by Norgine’s own employees, agents or independent contractors in the course of conducting its activities under the Agreement shall be “Norgine Sole Inventions”. Sole Inventions conceived (or conceived and reduced to practice) solely by Tranzyme’s own employees, agents or independent contractors in the course of conducting its activities under this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship“Tranzyme Sole Inventions”. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the The Parties (each such invention, a “Joint Invention”), or their relevant Affiliates) shall jointly own any inventions that are conceived (or conceived and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be reduced to practice) jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice independent contractors of each Party in the course of such performing activities under this Agreement, together with all intellectual property rights therein (“Joint Inventions”). Inventorship shall be determined in accordance with applicable patent laws. All Patents claiming patentable Norgine Sole Inventions shall be referred to herein as “Norgine Sole Patents”. All Patents claiming patentable Tranzyme Sole Inventions shall be referred to herein as “Tranzyme Sole Patents”. All Patents claiming patentable Joint Inventions shall be referred to herein as “Joint Patents.” As between the Parties, each Party for which such employee, consultant or contractor is providing its servicesretains an undivided one-half interest in and to Joint Inventions and Joint Patents. Subject to the rights and licenses granted by one Party to the other under this AgreementAgreement and the Parties’ respective exclusivity obligations under Section 2.6, each Party shall have the right to practice exploit and exploit exercise its ownership rights in and to its half interest in Joint Inventions and/or Joint Patents for any field, including the right to license and Joint Patentssub-license (which license and sub-license shall be non-exclusive by reason of the half interest of the other Party), in each case without any obligation to account the consent of or the duty of accounting to the other for profits, or to obtain any approval of Party. Any Party granting such license under the Joint Inventions and/or Joint Patents shall inform the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws such grant of any jurisdiction to require any rights promptly after such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentgrant.

Ownership of Inventions. Inventorship Ownership of inventions patentable subject matter conceived of or reduced to practice in performance of the course of activities performed under or contemplated by this Agreement shall Collaboration will be determined by application in accordance with the rules of U.S. inventorship under United States patent Laws pertaining laws. Subject to inventorship. If such Article 4, Aurora will own all inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), conceived and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in during performance of the course of Collaboration solely by its employees and agents, and all patent applications and patents claiming such activities to the Party for which such employee, consultant or contractor is providing its servicesinventions. Subject to the rights granted under this AgreementArticle 4, each Party shall have the right Hyseq will own all inventions conceived and reduced to practice during performance of the Collaboration solely by its employees and exploit agents, and all patent applications and patents claiming such inventions. The parties agree to promptly exert all reasonable efforts, including the execution and delivery of any and all papers, instruments or affidavits necessary to effectuate the ownership rights stated in Article 4. Subject to Article 4, all inventions conceived and reduced to practice during performance of the Collaboration jointly by employees or agents of Aurora and employees or agents of Hyseq, and all patent applications and patents claiming such inventions, will be owned jointly by Aurora and Hyseq ("Joint Inventions"). The parties will determine via the JRDC which party will be responsible for the filing, prosecution and maintenance of jointly owned patent applications and patents. Each party (a) will [***] regarding the filing, prosecution and maintenance of patent applications claiming Joint Inventions, and (b) will keep the other party advised of the status of such filing, prosecution and maintenance. Each party agrees to cooperate fully in the preparation, filing and prosecution of patent applications claiming Joint Inventions, including, without limitation, (i) executing all papers and instruments, or requiring its employees or agents, to execute such papers and instruments, so as to enable the other party to apply for and to prosecute patent applications claiming Joint Inventions in any country, and Joint Patents, without any obligation to account to (ii) promptly informing the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws party of any jurisdiction matters coming to require any such approval party's attention that may affect the preparation, filing or accounting; and to the extent there are any applicable Laws that prohibit prosecution of an such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentpatent applications.

Ownership of Inventions. Inventorship Applications for Patent, Patents and ------------------------------------------------------------- Copyrights. The entire right and title in all writings, inventions, ---------- discoveries, improvements and other technology directed to the manufacture or use of inventions conceived a Product, or reduced to practice in the course of activities performed under constituting a Product; whether or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one not patentable or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”)copyrightable, and if one any patent applications, patents or more claims included in an issued Patent copyrights based thereon (collectively, the "Inventions") that are made or pending Patent application which is filed in conceived during and as a patent office in result of the Territory claim such Joint Invention, such issued Patent Research Program (i) solely by employees or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor others acting on behalf of a Party, such invention Gensia Sicor shall be solely owned by such Party, and any Patent application filed claiming such Gensia Sicor ("Gensia Sicor Inventions") (ii) solely owned invention by employees of Sankyo or others acting on behalf of Sankyo shall also be solely owned by such PartySankyo ("Sankyo Inventions"), or (iii) jointly by employees or others acting on behalf of Gensia Sicor and Sankyo shall be owned jointly by Sankyo and Gensia Sicor ("Joint Inventions"). Each Party party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related promptly disclose to the Programsother party the making, conception or reduction to practice of Inventions by employees or others acting on behalf of such party. Each party represents and agrees that, all employees and other persons acting on its behalf in performing its obligations under this Agreement shall be obligated under a binding written agreement to assign his to such party or her interest in any invention as such party shall direct, all Inventions made or conceived by such employee or reduced to practice other person, or in the course case of such activities to the Party non-employees working for which such employeeother companies or institutions on behalf of Gensia Sicor or Sankyo; Gensia Sicor or Sankyo, consultant or contractor is providing its services. Subject to the rights granted under this Agreementas applicable, each Party shall have the right to practice license all Inventions made by such non-employees on behalf of Gensia Sicor or Sankyo, as applicable, in accordance with the policies of said company or institution. Gensia Sicor and exploit Joint Inventions and Joint PatentsSankyo agree to undertake to enforce such agreements (including, without any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patentswhere appropriate, by reason legal action) considering, among other things, the commercial value of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentinventions.