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

Ownership of Joint Patents and Joint Know-How. 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 are conceived, discovered, developed or otherwise made, as necessary to establish authorship, inventorship or ownership under applicable United States law, jointly by or on behalf of GPC Biotech (or its Affiliates), on the one hand, and 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 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 to so disclose, the development, making, conception or reduction to practice of any Joint Know-How or Joint Patents. Each Party shall have the right to Exploit the Joint 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, and provided, that neither Party shall assign, pledge, encumber or otherwise transfer any of its rights in any Joint Intellectual Property Rights without the other Party’s prior written consent, such consent not to be unreasonably withheld or delayed.

Ownership of Joint Patents and Joint Know-How. Except as expressly set forth in Section 8.1.3 and 8.1.4, as between the Parties, the The Parties shall each own an equal, undivided interest in any and all (a) Information and Improvements that are is conceived, discovered, developed or otherwise made, as necessary to establish authorship, inventorship or ownership under applicable United States lawApplicable Law, jointly by or on behalf of GPC Biotech AstraZeneca (or its Affiliates), on the one hand, and Licensee 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 (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 (the “Joint Patents”) and Intellectual Property Rights with respect to such Information and Improvements (the “Joint Patents”)thereto. Together, such Information, Improvements, Patents and Intellectual Property Rights 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. Each Party ; 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 Intellectual Property Rights Patents and the Joint Know-How outside the scope Field and for the purpose of this Agreement in any manner that is not inconsistent with the utilising its retained rights and obligations of the Parties under this Agreement Section 3.1.2 in its sole discretion, in each case, without the consent of the other PartyNeoprobe, and provided, provided further that neither Party Neoprobe shall not assign, pledge, encumber or otherwise transfer any of its rights in any Joint Intellectual Property Rights Know-How or Joint Patents without the other PartyAstraZeneca’s prior written consent, such consent not to be unreasonably withheld or delayed.

Ownership of Joint Patents and Joint Know-How. Except as expressly set forth in Subject to Section 8.1.3 and 8.1.43.7.1(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 and Improvements that are conceivedInitial Development Activities, discovered, developed or otherwise made, as necessary to establish authorship, inventorship or ownership under applicable United States law, (b) jointly by or on behalf of GPC Biotech (Ablynx or its Affiliates)Affiliates or sublicensees, on the one hand, and Licensee (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 (to the extent such Information or Improvements are not generally known and not covered or claimed by published Joint Patents, 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 and Intellectual Property Rights with respect to claiming such Information and Improvements inventions (the “Joint Patents”). Together, such Information, Improvements, Patents ; wherein the Information and Intellectual Property Rights as inventions described in clause clauses (ai) and clause (bii) of this Section 8.1.5 shall be referred to herein as (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. Each Subject to the licenses and rights of reference granted under Sections 5.2, 5.3 and 5.4, and in the case of Ablynx, its exclusivity obligations hereunder, each Party shall have the right to Exploit the Joint Intellectual Property Rights outside the scope without a duty 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 seeking consent of or accounting to the other Party, and provided, that neither Party shall assign, pledge, encumber or otherwise transfer any of its rights in any Joint Intellectual Property Rights without the other Party’s prior written consent, such consent not to be unreasonably withheld or delayed.

Ownership of Joint Patents and Joint Know-How. Except as expressly set forth in Section 8.1.3 Each of MedImmune and 8.1.4, as between the Parties, the Parties Licensee shall each own an equal, undivided interest in any and all all: (a) Information and Improvements inventions that are conceived, discovered, developed or otherwise made, as necessary to establish authorship, inventorship or ownership under applicable United States law, made jointly by or on behalf of GPC Biotech (MedImmune or its Affiliates)Affiliates or its or their (sub)licensees, on the one hand, and Licensee (or its Affiliates or its or their Sublicensees), on the other hand, in connection with the work conducted performance of such Party’s obligations under this Agreement or in connection with this Agreementexercise of the licenses granted herein, 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 as other intellectual property rights with respect to the Information and inventions described in clause (a) (together with Joint Know-How and clause (b) of this Section 8.1.5 shall be referred to herein as 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. Each Subject to the licenses and rights of reference granted under Section 2.1 and, in the case of Licensee, its obligations set forth in Section 2.6, each Party shall have the right to Exploit the Joint Intellectual Property Rights outside the scope without a duty 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 seeking consent of or accounting to the other Party, and provided, that neither Party shall assign, pledge, encumber or otherwise transfer any of its rights in any ; subject to the exclusive license to Joint Intellectual Property Rights made to Licensee as set out in Section 2.1.. If in a particular country the consent of co-owners is required for one co-owner to grant license rights under or otherwise exploit any Joint Patent as provided in the previous sentence, subject to Section 2.1 and, with respect to Licensee, Section 2.6, (i) each Party hereby consents to such license grant to use and otherwise Exploit such Joint Patent in such country without any duty to share profits with, or provide an accounting to, such Party with respect to such use and Exploitation, and (ii) subject to the financial terms in Article 4, each Party hereby grants to the other Party a perpetual, irrevocable, royalty-free, sublicenseable, non-exclusive license under such granting Party’s prior written consent, interest in such consent not Joint Patent(s) to be unreasonably withheld Exploit any Joint Patent or delayedJoint Know-How in such country in any manner and for any purpose whatsoever; subject to the exclusive license to Joint Intellectual Property Rights made to Licensee as set out in Section 2.1.

Ownership of Joint Patents and Joint Know-How. Except as expressly set forth in Subject to Section 8.1.3 and 8.1.43.7.1(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 and Improvements that are conceivedInitial Development Activities, discovered, developed or otherwise made, as necessary to establish authorship, inventorship or ownership under applicable United States law, (b) jointly by or on behalf of GPC Biotech (Ablynx or its Affiliates)Affiliates or sublicensees, on the one hand, and Licensee (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 (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 (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 and Intellectual Property Rights with respect to claiming such Information and Improvements inventions (the “Joint Patents”). Together, such Information, Improvements, Patents ; wherein the Information and Intellectual Property Rights as inventions described in clause clauses (ai) and clause (bii) of this Section 8.1.5 shall be referred to herein as (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. Each Subject to the licenses and rights of reference granted under Sections 5.2, 5.3 and 5.4, and in the case of Ablynx, its exclusivity obligations hereunder, each Party shall have the right to Exploit the Joint Intellectual Property Rights outside the scope without a duty 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 seeking consent of or accounting to the other Party, and provided, that neither Party shall assign, pledge, encumber or otherwise transfer any of its rights in any Joint Intellectual Property Rights without the other Party’s prior written consent, such consent not to be unreasonably withheld or delayed.

Ownership of Joint Patents and Joint Know-How. Except as expressly set forth in Section 8.1.3 7.1.2 and 8.1.47.1.4, 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 are conceived, reduced to practice, discovered, developed or otherwise made, as necessary to establish authorship, inventorship or ownership under applicable United States law, made jointly by or on behalf of GPC Biotech (or its Affiliates), on the one hand, and Licensee 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 or 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 Information, inventions and Improvements (the “Joint Patents”). Together, such Information, inventions, Improvements, Patents and Intellectual Property Rights as described in clause (a) and clause (b) of this Section 8.1.5 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 Joint PatentsInventions. Each Party shall have the right to Exploit practice, use and exercise the Joint 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, and provided, provided that neither Party shall assign, pledge, encumber or otherwise transfer any of its rights in any Joint Intellectual Property Rights without the 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.