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

Ownership of Joint Patents and Joint Know-How. 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 and/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 (1) Initial Development Activities or (2) jointly by or on behalf of Galapagos or its Affiliates or sublicensees, on the one hand, and Xxxxxx or its Affiliates or Sublicensees, on the other hand, in connection with the work conducted under or in connection with this Agreement, (the “Joint Know-How”), and (ii) 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”). 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. Subject to the licenses and rights of reference granted under Section 5.2 and the Parties’ respective, in the case of Galapagos, its exclusivity obligations hereunder, each Party shall have the right to Exploit the Joint Intellectual Property Rights without a duty of seeking consent or accounting to the other Party.

Ownership of Joint Patents and Joint Know-How. (a) Subject to Section 3.7.1(ii7.2.1(b), the last sentence of this Section 9.1.2(a) and Section 9.1.3, as between the Parties, the Parties shall each own an equal, undivided interest in any and all all: (i) Information discovered and/or and other inventions that are conceived, discovered, developed by or on behalf of either Party or its Affiliates or sublicensees in connection with the work conducted under or in connection with (1) Initial Development Activities or (2) otherwise made jointly by or on behalf of Galapagos Xilio or its Affiliates or sublicenseesits or their (sub)licensees, on the one hand, and Xxxxxx Gilead or its Affiliates or its or their Sublicensees, on the other hand, in connection with the work conducted under or in connection with this AgreementAgreement (other than [**]), whether or not patented or patentable (together with the Joint CT Know-How, the “Joint Know-How”), ; and (ii) inventionsany Patents (other than [**]) (together with the [**], 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 ) and other intellectual property rights with respect to the Information and inventions described in clauses clause (i) and (ii) (together with Joint Know-How and Joint Patents, the “Joint Intellectual Property Rights”). Each Party In addition, Xxxxx shall promptly disclose own and retain all right, title and interests in and to the other Party in writingany and all [**]. (b) Subject to, and shall cause its Affiliates, licensees and sublicensees with respect to so discloseXilio, the development, making, conception or reduction to practice of any Joint Know-How or Joint Patents. Subject to the licenses and rights of reference granted under Section 5.2 and the Parties’ respective, in the case of Galapagos5.1, its exclusivity obligations hereunderunder Section 5.6 and its obligations with respect to Product Information under Article 10, (i) each Party shall have the right to Exploit the Joint Intellectual Property Rights without a duty of seeking consent or accounting practice, grant licenses under and transfer any [**], (ii) neither Party shall have any obligation to account to the other Partyfor profits or to obtain any approval of the other Party to license or Exploit any [**] by reason of joint ownership thereof and (iii) each Party hereby waives any right it may have under the laws of any jurisdiction to require any such consent or accounting. (c) Notwithstanding any provision to the contrary herein, unless otherwise agreed by the Parties in writing, except as expressly permitted under this Agreement (including as required ​ for conducting the Combination Arm in accordance with this Agreement and the protocol for the Combination Arm), Xilio shall not, and shall cause its Affiliates not to, use (or grant, or permit its Affiliates to grant, any Third Party any rights to use) (i) any (A) [**] or (B) Combination Sample Analysis Results, in either case ((A) or (B)), for the Restricted Purpose, or (ii) any [**] for the purpose of developing or commercializing [**].

Ownership of Joint Patents and Joint Know-How. Subject to Section 3.7.1(ii), as between the Partieslicense grants under Sections 2.1 and 2.2, the Parties shall each own an equal, undivided interest in any and all (ia) Information discovered and/or and inventions that are conceived, discovered, developed by or on behalf of either Party otherwise made, as necessary to establish authorship, inventorship or its Affiliates or sublicensees in connection with the work conducted ownership under or in connection with (1) Initial Development Activities or (2) applicable United States law, jointly by or on behalf of Galapagos Licensor (or its Affiliates or sublicenseesAffiliates), on the one hand, and Xxxxxx 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 (the “Joint Know"JOINT KNOW-How”HOW"), and (iib) 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"JOINT PATENTS") and (ii) other intellectual property rights with respect thereto (together with Joint Know-How and Joint Patents, the “"JOINT INTELLECTUAL PROPERTY RIGHTS"). Subject to this Section 9.1.3, the licenses granted under Sections 2.1 and 2.2 and the restrictions set forth in Section 2.8, in no event shall either Party or any of its respective Affiliates or Sublicensees assign, license or transfer any of their right, title and ownership in and to any Joint Intellectual Property Rights”). Each Rights to any Third Party without the prior written consent of the other Party, such consent not to be unreasonably withheld; PROVIDED, HOWEVER, that each Party shall promptly disclose have the right to (sub)license its rights with respect to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees Joint Intellectual Property Rights to so disclose, the development, making, conception or reduction extent that it has a right to practice of any Joint Know-How or Joint Patents(sub)license pursuant to Section 2.5. Subject to this Section 9.1.3, the licenses and rights of reference granted under Section 5.2 Sections 2.1 and 2.2 and the Parties’ respective, restrictions set forth in the case of Galapagos, its exclusivity obligations hereunderSection 2.8, each Party shall have the right to Exploit the any Joint Intellectual Property Rights without the consent of, or a duty of seeking consent or accounting to to, the other Party.

Ownership of Joint Patents and Joint Know-How. Subject to Section 3.7.1(ii), as As between the Parties, the Parties shall each own an equal, undivided interest in any and all all: (ia) Information discovered and/or Information, Improvements and other inventions that are conceived, discovered, developed by or on behalf of either Party or its Affiliates or sublicensees in connection with the work conducted under or in connection with (1) Initial Development Activities or (2) otherwise made jointly by or on behalf of Galapagos Licensor or its Affiliates or sublicenseesits or their (sub)licensees, on the one hand, and Xxxxxx 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 (iib) 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 ) and other intellectual property rights with respect to the Information Information, Improvements and inventions described in clauses clause (i) and (iia) (together with Joint Know-How and Joint Patents, the “Joint Intellectual Property Rights”). 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. Subject to the licenses and rights of reference granted under Section 5.2 and the Parties’ respective3.1 and, in the case of GalapagosLicensor, its exclusivity obligations hereunderunder Section 3.7.1 and with respect to Product Information under Article 8, (x) each Party shall have the right to practice, grant licenses under and transfer its interest in any Joint 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 the any Joint Intellectual Property Rights without a duty by reason of seeking 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 to the other Partyaccounting.

Ownership of Joint Patents and Joint Know-How. Subject to Section 3.7.1(ii)‎7.3.1(b) and Section ‎9.1.3, as between the Parties, the Parties shall each own an equal, undivided interest in any and all all: (ia) Information discovered and/or and other inventions that are conceived, discovered, developed by or on behalf of either Party or its Affiliates or sublicensees in connection with the work conducted under or in connection with (1) Initial Development Activities or (2) otherwise made jointly by or on behalf of Galapagos ACI or its Affiliates or sublicenseesits or their (sub)licensees, on the one hand, and Xxxxxx Takeda 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 (iib) inventions, conceived, or made by jointly by one or more inventor(sPatents with respect to the Information and other inventions described in clause (a) 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 ) and (c) other intellectual property rights with respect to the Information and other inventions described in clauses clause (i) and (iia) (together with Joint Know-How and Joint Patents, the “Joint Intellectual Property Rights”). 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 PatentsIntellectual Property Rights. Subject to each Party’s exclusivity obligations under Section ‎5.5 and confidentiality obligations under Article ‎10 and, with respect to ACI, the licenses and rights of reference granted under Section 5.2 and the Parties’ respective‎5.1, in the case of Galapagos, its exclusivity obligations hereunder, (x) each Party shall have the right to practice, grant licenses under and transfer any Joint 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 the any Joint Intellectual Property Rights without a duty by reason of seeking 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 to the other Partyaccounting.

Ownership of Joint Patents and Joint Know-How. Subject to Section 3.7.1(ii), as As between the Parties, the Parties each of AstraZeneca and Insmed shall each own an equal, undivided interest in any and all all: (i) Information discovered and/or Information, Improvements and other inventions that are conceived, discovered, developed by or on behalf of either Party or its Affiliates or sublicensees in connection with the work conducted under or in connection with (1) Initial Development Activities or (2) otherwise made jointly by or on behalf of Galapagos AstraZeneca or its Affiliates or sublicenseesits or their (sub)licensees, on the one hand, and Xxxxxx 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 (ii) 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 ) and other intellectual property rights with respect to the Information 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 clauses clause (i) and (ii) (together with Joint Know-How and Joint Patents, the “Joint Intellectual Property Rights”). 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. Subject to the licenses and rights of reference granted under Section 5.2 Sections 2.1 and the Parties’ respective2.2 and, in the case of GalapagosInsmed, its exclusivity obligations hereunderset forth in Section 2.5 and Article 5, each Party shall have the right to Exploit the Joint Intellectual Property Rights without a duty of seeking consent or accounting to the other Party.

Ownership of Joint Patents and Joint Know-How. Subject to Section 3.7.1(ii), as As between the Parties, the Parties shall each own an equal, undivided interest in any and all (i) Information discovered and/or and inventions that are conceived, discovered, developed or otherwise made: (a) by or on behalf of either Party or its Affiliates or sublicensees Sublicensees in connection with the work conducted under or in connection with (1) Initial Joint Development Activities or (2) Initial Development Activities conducted after the aggregate Collaboration Costs incurred with respect to Initial Development Activities exceeds the Initial Development Costs other than Initial Development Activities funded solely by Licensee pursuant to section 5.10.3 or (b) jointly by or on behalf of Galapagos Licensor or its Affiliates or sublicenseesSublicensees, on the one hand, and Xxxxxx Licensee or its Affiliates or SublicenseesAffiliates, on the other hand, in connection with the work conducted under or in connection with this Agreement, in each case ((a) and (b)) whether or not patented or patentable (the “Joint Know-How”), ) and (ii) 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) other intellectual property rights with respect thereto (together with Joint Know-How and Joint Patents, 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. Subject to the licenses and rights of reference granted under Section 5.2 and the Parties’ respective, in the case of Galapagos, its exclusivity obligations hereunder, each Party shall have the right to Exploit the Joint Intellectual Property Rights without a duty of seeking consent or accounting to the other Party.Joint

Ownership of Joint Patents and Joint Know-How. Subject to Section 3.7.1(ii), as As between the Parties, the Parties shall each own an equal, undivided interest in any and all (i) Information discovered and/or and inventions that are conceived, discovered, developed or otherwise made: (a) by or on behalf of either Party or its Affiliates or sublicensees Sublicensees in connection with the work conducted under or in connection with (1) Initial Joint Development Activities or (2) Initial Development Activities conducted after the aggregate Collaboration Costs incurred with respect to Initial Development Activities exceeds the Initial Development Costs other than Initial Development Activities funded solely by Licensee pursuant to section 5.10.3 or (b) jointly by or on behalf of Galapagos Licensor or its Affiliates or sublicenseesSublicensees, on the one hand, and Xxxxxx Licensee or its Affiliates or SublicenseesAffiliates, on the other hand, in connection with the work conducted under or in connection with this Agreement, in each case ((a) and (b)) whether or not patented or patentable (the “Joint Know-How”), ) and (ii) 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) other intellectual property rights with respect thereto (together with Joint Know-How and Joint Patents, 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. Subject to the licenses and rights of reference granted under Section Sections 5.1 and 5.2 and the Parties’ respective, in the case of Galapagos, its respective exclusivity obligations hereunder, each Party shall have the right to Exploit the Joint Intellectual Property Rights without a duty of seeking consent or accounting to the other Party.

Ownership of Joint Patents and Joint Know-How. Subject to Section 3.7.1(ii), as As between the Parties, the Parties shall each own an equal, undivided interest in any and all (i) Information discovered and/or and inventions that are conceived, discovered, developed or otherwise made: (a) by or on behalf of either Party or its Affiliates or sublicensees Sublicensees in connection with the work conducted under or in connection with (1) Initial Joint Development Activities or (2) Initial Development Activities conducted after the aggregate Collaboration Costs incurred with respect to Initial Development Activities exceeds the Initial Development Costs other than Initial Development Activities funded solely by Licensee pursuant to section 5.10.3 or (b) jointly by or on behalf of Galapagos Licensor or its Affiliates or sublicenseesSublicensees, on the one hand, and Xxxxxx Licensee or its Affiliates or SublicenseesAffiliates, on the other hand, in connection with the work conducted under or in connection with this Agreement, in each case ((a) and (b)) whether or not patented or patentable (the ““ Joint Know-HowHow ”), and (ii) 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) Patents (the “ Joint Patents ”) and other intellectual property rights with respect thereto (together with Joint Know-How and Joint Patents, the ““ Joint Intellectual Property RightsRights ”). 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. Subject to the licenses and rights of reference granted under Section Sections 5.1 and 5.2 and the Parties’ respective, in the case of Galapagos, its respective exclusivity obligations hereunder, each Party shall have the right to Exploit the Joint Intellectual Property Rights without a duty of seeking consent or accounting to the other Party.