Common use of Ownership of Joint Patents and Joint Know-How Clause in Contracts

Ownership of Joint Patents and Joint Know-How. The Parties shall each own an equal, undivided interest in any and all (a) Information that is conceived, discovered, developed or otherwise made, as necessary to establish authorship, inventorship or ownership under Applicable Law, jointly by or on behalf of AstraZeneca (or its Affiliates), on the one hand, and Neoprobe (or its Affiliates or its Sublicensees), on the other hand, in connection with the work conducted under or in connection with this Agreement, whether or not patented or patentable (the “Joint Know-How”), and (b) Patents (the “Joint Patents”) and Intellectual Property Rights with respect thereto. Each Party shall promptly disclose to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees to so disclose, the development, making, conception or reduction to practice of any Joint Know-How or Joint Patents; provided, however, that none of AstraZeneca, Neoprobe or any of their respective Affiliates or sublicensees shall Exploit any Joint Patent or Joint Know-How outside the scope of this Agreement without the consent of the other Party, provided that AstraZeneca shall have the right to Exploit the Joint Patents and the Joint Know-How outside the Field and for the purpose of utilising its retained rights under Section 3.1.2 in its sole discretion, without the consent of Neoprobe, and provided further that Neoprobe shall not assign, pledge, encumber or otherwise transfer any of its rights in any Joint Know-How or Joint Patents without AstraZeneca’s prior written consent.

Ownership of Joint Patents and Joint Know-How. The Subject to Section 3.7.1(ii), as between the Parties, the Parties shall each own an equal, undivided interest in any and all (i) Information discovered or developed by or on behalf of either Party or its Affiliates or sublicensees in connection with the work conducted under or in connection with (a) Information that is conceivedInitial Development Activities, discovered, developed or otherwise made, as necessary to establish authorship, inventorship or ownership under Applicable Law, (b) jointly by or on behalf of AstraZeneca (Ablynx or its Affiliates)Affiliates or sublicensees, on the one hand, and Neoprobe (AbbVie or its Affiliates or its Sublicensees), on the other hand, in connection with the work conducted under or in connection with this Agreement, whether or not patented or patentable (the “Joint CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Know-How”), and (bii) inventions, conceived, or made by jointly by one (1) or more inventor(s) obligated to assign their rights therein to Ablynx and one (1) or more inventor(s) obligated to assign their rights therein to AbbVie (or their Affiliates or Sublicensees), and Patents claiming such inventions (the “Joint Patents”); wherein the Information and inventions described in clauses (i) and (ii) (together with Joint Know-How and Joint Patents, the “Joint Intellectual Property Rights with respect theretoRights”). Each Party shall promptly disclose to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees to so disclose, the development, making, conception or reduction to practice of any Joint Know-How or Joint Patents; provided. Subject to the licenses and rights of reference granted under Sections 5.2, however5.3 and 5.4, that none and in the case of AstraZenecaAblynx, Neoprobe or any of their respective Affiliates or sublicensees shall Exploit any Joint Patent or Joint Know-How outside the scope of this Agreement without the consent of the other Partyits exclusivity obligations hereunder, provided that AstraZeneca each Party shall have the right to Exploit the Joint Patents and Intellectual Property Rights without a duty of seeking consent or accounting to the Joint Know-How outside the Field and for the purpose of utilising its retained rights under Section 3.1.2 in its sole discretion, without the consent of Neoprobe, and provided further that Neoprobe shall not assign, pledge, encumber or otherwise transfer any of its rights in any Joint Know-How or Joint Patents without AstraZeneca’s prior written consentother Party.

Ownership of Joint Patents and Joint Know-How. The Subject to Section 3.7.1(ii), as between the Parties, the Parties shall each own an equal, undivided interest in any and all (ai) Information that is conceived, discovered, discovered and/or developed by or otherwise made, as necessary to establish authorship, inventorship on behalf of either Party or ownership its Affiliates or sublicensees in connection with the work conducted under Applicable Law, or in connection with (1) Initial Development Activities or (2) jointly by or on behalf of AstraZeneca (Galapagos or its Affiliates)Affiliates or sublicensees, on the one hand, and Neoprobe (Xxxxxx or its Affiliates or its Sublicensees), on the other hand, in connection with the work conducted under or in connection with this Agreement, whether or not patented or patentable (the “Joint Know-How”), and (bii) inventions, conceived, or made by jointly by one or more inventor(s) obligated to assign their rights therein to Galapagos and one or more inventor(s) obligated to assign their rights therein to Xxxxxx (or their Affiliates or Sublicensees), and Patents claiming such inventions (the “Joint Patents”); wherein the Information and inventions described in clauses (i) and (ii) (together with Joint Know-How and Joint Patents, the “Joint Intellectual Property Rights with respect theretoRights”). Each Party shall promptly disclose to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees to so disclose, the development, making, conception or reduction to practice of any Joint Know-How or Joint Patents; provided. Subject to the licenses and rights of reference granted under Section 5.2 and the Parties’ respective, howeverin the case of Galapagos, that none of AstraZenecaits exclusivity obligations hereunder, Neoprobe or any of their respective Affiliates or sublicensees shall Exploit any Joint Patent or Joint Know-How outside the scope of this Agreement without the consent of the other Party, provided that AstraZeneca each Party shall have the right to Exploit the Joint Patents and Intellectual Property Rights without a duty of seeking consent or accounting to the Joint Know-How outside the Field and for the purpose of utilising its retained rights under Section 3.1.2 in its sole discretion, without the consent of Neoprobe, and provided further that Neoprobe shall not assign, pledge, encumber or otherwise transfer any of its rights in any Joint Know-How or Joint Patents without AstraZeneca’s prior written consentother Party.

Ownership of Joint Patents and Joint Know-How. The Except as expressly set forth in Section 8.1.3 and 8.1.4, as between the Parties, the Parties shall each own an equal, undivided interest in any and all (a) Information and Improvements that is are conceived, discovered, developed or otherwise made, as necessary to establish authorship, inventorship or ownership under Applicable Lawapplicable United States law, jointly by or on behalf of AstraZeneca GPC Biotech (or its Affiliates), on the one hand, and Neoprobe Licensee (or its Affiliates or its Sublicensees), on the other hand, in connection with the work conducted under or in connection with this Agreement, whether or not patented or patentable (to the extent such Information or Improvements are not generally known and not covered or claimed by published Joint Patents, the “Joint Know-How”), ) and (b) Patents and Intellectual Property Rights with respect to such Information and Improvements (the “Joint Patents”) ). Together, such Information, Improvements, Patents and Intellectual Property Rights with respect thereto. as described in clause (a) and clause (b) of this Section 8.1.5 shall be referred to herein as the “Joint Intellectual Property Rights.” Each Party shall promptly disclose to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees Sublicensees to so disclose, the development, making, conception or reduction to practice of any Joint Know-How or Joint Patents; provided, however, that none of AstraZeneca, Neoprobe or any of their respective Affiliates or sublicensees . Each Party shall have the right to Exploit any the Joint Patent or Joint Know-How Intellectual Property Rights outside the scope of this Agreement in any manner that is not inconsistent with the rights and obligations of the Parties under this Agreement in its sole discretion, in each case, without the consent of the other Party, provided and provided, that AstraZeneca neither Party shall have the right to Exploit the Joint Patents and the Joint Know-How outside the Field and for the purpose of utilising its retained rights under Section 3.1.2 in its sole discretion, without the consent of Neoprobe, and provided further that Neoprobe shall not assign, pledge, encumber or otherwise transfer any of its rights in any Joint Know-How or Joint Patents Intellectual Property Rights without AstraZenecathe other Party’s prior written consent, such consent not to be unreasonably withheld or delayed.

Ownership of Joint Patents and Joint Know-How. The Parties As between the Parties, each of AstraZeneca and Insmed shall each own an equal, undivided interest in any and all all: (ai) Information Information, Improvements and other inventions that is are conceived, discovered, developed or otherwise made, as necessary to establish authorship, inventorship or ownership under Applicable Law, made jointly by or on behalf of AstraZeneca (or its Affiliates)Affiliates or its or their (sub)licensees, on the one hand, and Neoprobe (Insmed or its Affiliates or its or their Sublicensees), on the other hand, in connection with the work conducted under or in connection with this Agreement, whether or not patented or patentable (the “Joint Know-How”), ; and (bii) Patents (the “Joint Patents”) and other intellectual property rights with respect to the Information, *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Improvements and other inventions described in clause (i) (together with Joint Know-How and Joint Patents, the “Joint Intellectual Property Rights with respect theretoRights”). Each Party shall promptly disclose to the other Party in writing, writing and shall cause its Affiliates, licensees Affiliates and sublicensees its and their (sub)licensees (or Sublicensees) to so disclose, the development, making, conception or reduction to practice of any Joint Know-How or Joint Patents; provided. Subject to the licenses and rights of reference granted under Sections 2.1 and 2.2 and, howeverin the case of Insmed, that none of AstraZenecaits obligations set forth in Section 2.5 and Article 5, Neoprobe or any of their respective Affiliates or sublicensees shall Exploit any Joint Patent or Joint Know-How outside the scope of this Agreement without the consent of the other Party, provided that AstraZeneca each Party shall have the right to Exploit the Joint Patents and Intellectual Property Rights without a duty of seeking consent or accounting to the Joint Know-How outside the Field and for the purpose of utilising its retained rights under Section 3.1.2 in its sole discretion, without the consent of Neoprobe, and provided further that Neoprobe shall not assign, pledge, encumber or otherwise transfer any of its rights in any Joint Know-How or Joint Patents without AstraZeneca’s prior written consentother Party.

Ownership of Joint Patents and Joint Know-How. The Subject to Section 3.2.1, as between the Parties, the Parties shall each own an equal, undivided interest in any and all all: (ai) Information Information, and other inventions that is are conceived, discovered, developed or otherwise made, as necessary to establish authorship, inventorship or ownership under Applicable Law, made jointly by or on behalf of AstraZeneca (RVL or its Affiliates)Affiliates or (sub)licensees, on the one hand, hand and Neoprobe (Licensee or its Affiliates or its or their Sublicensees), on the other hand, in connection with the work conducted under or in connection with this Agreement, whether or not patented or patentable (the “Joint Know-How”), ; and (bii) Patents (the “Joint Patents”) and other intellectual property rights with respect to the Information, and other inventions described in clause (i) (together with Joint Know-How and Joint Patents, the “Joint Intellectual Property Rights with respect theretoRights”). Each Party shall promptly disclose to the other Party in writing, writing and shall cause its Affiliates, licensees Affiliates and sublicensees its and their (sub)licensees and Sublicensees to so disclose, the development, making, conception or reduction to practice of any Joint Know-How or Joint Patents; provided. Each Party shall, howeverand does hereby, that none of AstraZenecaassign, Neoprobe or any of and shall cause its Affiliates and its and their respective Affiliates or sublicensees shall Exploit (sub)licensees and Sublicensees to so assign, without additional compensation, such right, title and interest in and to any Joint Patent or Joint Know-How outside Intellectual Property Rights as well as any intellectual property rights with respect thereto, to the scope Parties as is necessary to fully effect the joint ownership provided for in clause (i) of this Agreement without Section 6.1.2. Subject to the consent licenses and rights of the other Partyreference granted under Sections 2.1 and 2.2 and restrictions and limitations of Territory provided thereunder, provided that AstraZeneca each Party shall have the right to Exploit the Joint Patents and Intellectual Property Rights without a duty of seeking consent or accounting to the Joint Know-How outside the Field and for the purpose of utilising its retained rights under Section 3.1.2 in its sole discretion, without the consent of Neoprobe, and provided further that Neoprobe shall not assign, pledge, encumber or otherwise transfer any of its rights in any Joint Know-How or Joint Patents without AstraZeneca’s prior written consentother Party.

Ownership of Joint Patents and Joint Know-How. The As between the Parties, the Parties shall each own an equal, undivided interest in any and all all: (a) Information Information, 51 Improvements and other inventions that is are conceived, discovered, developed or otherwise made, as necessary to establish authorship, inventorship or ownership under Applicable Law, made jointly by or on behalf of AstraZeneca (Licensor or its Affiliates)Affiliates or its or their (sub)licensees, on the one hand, and Neoprobe (AbbVie or its Affiliates or its or their Sublicensees), on the other hand, in connection with the work conducted under or in connection with this Agreement, whether or not patented or patentable (the “Joint Know-How”), ; and (b) Patents (the “Joint Patents”) and other intellectual property rights with respect to the Information, Improvements and inventions described in clause (a) (together with Joint Know-How and Joint Patents, the “Joint Intellectual Property Rights with respect theretoRights”). Each Party shall promptly [****] disclose to the other Party in writing, writing and shall cause its Affiliates, licensees and sublicensees its and their (sub)licensees/Sublicensees to so disclose, the developmentconception, makingdiscovery, conception development or reduction to practice making of any Joint Know-How or Joint Patents; provided. Subject to the licenses and rights of reference granted under Section 3.1 and, howeverin the case of Licensor, that none of AstraZenecaits obligations under Section 3.7.1 and with respect to Product Information under Article 8, Neoprobe or any of their respective Affiliates or sublicensees shall Exploit any Joint Patent or Joint Know-How outside the scope of this Agreement without the consent of the other Party, provided that AstraZeneca (x) each Party shall have the right to Exploit the Joint Patents practice, grant licenses under and the Joint Know-How outside the Field and for the purpose of utilising transfer its retained rights under Section 3.1.2 in its sole discretion, without the consent of Neoprobe, and provided further that Neoprobe shall not assign, pledge, encumber or otherwise transfer any of its rights interest in any Joint Know-How Intellectual Property Rights, (y) neither Party shall have any obligation to account to the other for profits or to obtain any approval of the other Party to license or Exploit any Joint Patents without AstraZeneca’s prior written consentIntellectual Property Rights by reason of joint ownership thereof and (z) each Party hereby waives any right it may have under the laws of any jurisdiction to require any such consent or accounting.

Ownership of Joint Patents and Joint Know-How. The Subject to Section 3.7.1(ii), as between the Parties, the Parties shall each own an equal, undivided interest in any and all (i) Information discovered or developed by or on behalf of either Party or its Affiliates or sublicensees in connection with the work conducted under or in connection with (a) Information that is conceivedInitial Development Activities, discovered, developed or otherwise made, as necessary to establish authorship, inventorship or ownership under Applicable Law, (b) jointly by or on behalf of AstraZeneca (Ablynx or its Affiliates)Affiliates or sublicensees, on the one hand, and Neoprobe (AbbVie or its Affiliates or its Sublicensees), on the other hand, in connection with the work conducted under or in connection with this Agreement, whether or not patented or patentable (the “Joint Know-How”), and (bii) inventions, conceived, or made by jointly by one (1) or more inventor(s) obligated to assign their rights therein to Ablynx and one (1) or more inventor(s) obligated to CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. assign their rights therein to AbbVie (or their Affiliates or Sublicensees), and Patents claiming such inventions (the “Joint Patents”); wherein the Information and inventions described in clauses (i) and (ii) (together with Joint Know-How and Joint Patents, the “Joint Intellectual Property Rights with respect theretoRights”). Each Party shall promptly disclose to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees to so disclose, the development, making, conception or reduction to practice of any Joint Know-How or Joint Patents; provided. Subject to the licenses and rights of reference granted under Sections 5.2, however5.3 and 5.4, that none and in the case of AstraZenecaAblynx, Neoprobe or any of their respective Affiliates or sublicensees shall Exploit any Joint Patent or Joint Know-How outside the scope of this Agreement without the consent of the other Partyits exclusivity obligations hereunder, provided that AstraZeneca each Party shall have the right to Exploit the Joint Patents and Intellectual Property Rights without a duty of seeking consent or accounting to the Joint Know-How outside the Field and for the purpose of utilising its retained rights under Section 3.1.2 in its sole discretion, without the consent of Neoprobe, and provided further that Neoprobe shall not assign, pledge, encumber or otherwise transfer any of its rights in any Joint Know-How or Joint Patents without AstraZeneca’s prior written consentother Party.

Ownership of Joint Patents and Joint Know-How. The Except as expressly set forth in Section 7.1.2 and 7.1.4, as between the Parties, the Parties shall each own an equal, undivided interest in any and all (a) Information Information, inventions and Improvements (other than Product-Specific Inventions) that is are conceived, reduced to practice, discovered, developed or otherwise made, as necessary to establish authorship, inventorship or ownership under Applicable Law, made jointly by or on behalf of AstraZeneca GPC Biotech (or its Affiliates), on the one hand, and Neoprobe Yakult (or its Affiliates or its SublicenseesAffiliates), on the other hand, in connection with the work conducted under or in connection with this Agreement, whether or not patented or patentable (the “Joint Inventions”) (to the extent such Information, inventions and Improvements are not generally known and not covered or claimed by published Joint Patents, the “Joint Know-How”), ) and (b) Patents and Intellectual Property Rights with respect to such Information, inventions and Improvements (the “Joint Patents”) ). Together, such Information, inventions, Improvements, Patents and Intellectual Property Rights with respect thereto. as described in clause (a) and clause (b) of this Section 7.1.5 shall be referred to herein as the “Joint Intellectual Property Rights.” Each Party shall promptly disclose to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees Affiliates to so disclose, the developmentconception, making, conception or reduction to practice practice, discovery, development or making of any Joint Know-How or Inventions. Each Party shall have the right to practice, use and exercise the Joint Patents; provided, however, that none of AstraZeneca, Neoprobe or any of their respective Affiliates or sublicensees shall Exploit any Joint Patent or Joint Know-How Intellectual Property Rights outside the scope of this Agreement in any manner that is not inconsistent with the rights and obligations of the Parties under this Agreement in its sole discretion, in each case, without the consent of of, or accounting to, the other Party, provided that AstraZeneca neither Party shall have the right to Exploit the Joint Patents and the Joint Know-How outside the Field and for the purpose of utilising its retained rights under Section 3.1.2 in its sole discretion, without the consent of Neoprobe, and provided further that Neoprobe shall not assign, pledge, encumber or otherwise transfer any of its rights in any Joint Know-How or Joint Patents Intellectual Property Rights without AstraZenecathe other Party’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that Yakult shall not practice, use or exercise the Joint Intellectual Property Rights with respect to the Licensed Compound or the Licensed Product other than as expressly permitted in this Agreement. The determination of whether a Party is an inventor of any Information, inventions or Improvements for purposes of this Section 7.1.5 shall be made in accordance with Applicable Law in the United States. To the extent that Applicable Law of any relevant jurisdiction would yield a result different than the application of Applicable Law in the United States with respect to the inventorship of any Information, inventions or Improvements hereunder, each Party shall, and does hereby, assign, and shall cause its Affiliates to so assign, to the other Party, without additional compensation, such right, title and interest in and to any Information, inventions and Improvements as well as any intellectual property rights with respect thereto, as is necessary to fully effect the joint ownership provided for in this Section 7.1.5.

Ownership of Joint Patents and Joint Know-How. The Except as expressly set forth in Section 8.1.3 and 8.1.4, as between the Parties, the Parties shall each own an equal, undivided interest in any and all (a) Information and Improvements that is are conceived, discovered, developed or otherwise made, as necessary to establish authorship, inventorship or 55 ownership under Applicable Lawapplicable United States law, jointly by or on behalf of AstraZeneca GPC Biotech (or its Affiliates), on the one hand, and Neoprobe Licensee (or its Affiliates or its Sublicensees), on the other hand, in connection with the work conducted under or in connection with this Agreement, whether or not patented or patentable (to the extent such Information or Improvements are not generally known and not covered or claimed by published Joint Patents, the “Joint Know-How”), ) and (b) Patents and Intellectual Property Rights with respect to such Information and Improvements (the “Joint Patents”) ). Together, such Information, Improvements, Patents and Intellectual Property Rights with respect thereto. as described in clause (a) and clause (b) of this Section 8.1.5 shall be referred to herein as the “Joint Intellectual Property Rights.” Each Party shall promptly disclose to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees Sublicensees to so disclose, the development, making, conception or reduction to practice of any Joint Know-How or Joint Patents; provided, however, that none of AstraZeneca, Neoprobe or any of their respective Affiliates or sublicensees . Each Party shall have the right to Exploit any the Joint Patent or Joint Know-How Intellectual Property Rights outside the scope of this Agreement in any manner that is not inconsistent with the rights and obligations of the Parties under this Agreement in its sole discretion, in each case, without the consent of the other Party, provided and provided, that AstraZeneca neither Party shall have the right to Exploit the Joint Patents and the Joint Know-How outside the Field and for the purpose of utilising its retained rights under Section 3.1.2 in its sole discretion, without the consent of Neoprobe, and provided further that Neoprobe shall not assign, pledge, encumber or otherwise transfer any of its rights in any Joint Know-How or Joint Patents Intellectual Property Rights without AstraZenecathe other Party’s prior written consent, such consent not to be unreasonably withheld or delayed.