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

Ownership of Know-How and Patents. Subject to the rights and obligations of the Parties hereunder: (a) [*] shall own all Know-How (and all Patent Rights in such Know-How) that is developed, created, conceived or first reduced to practice by employees or agents or subcontractors of [*] or its Affiliates in carrying out any Development activity pursuant to ARTICLE IV of this Agreement during the Term, with or without employees or agents or subcontractors of [*] or its Affiliates, that [*] (such Know-How, the “Joint Know-How” and such Patent Rights, the “Joint Patent Rights”), on a worldwide basis, and (b) [*] shall own all [*], on a worldwide basis. For clarity, without limitation of any rights of [*] hereunder, [*] shall have the right to practice the Joint Know-How and the Joint Patent Rights for any purpose, and to license others to do the same, without obtaining the consent of or accounting to [*]. For clarity, Joint Know-How shall exclude any [*]. The determination of whether any invention is conceived or reduced to practice by or on behalf of a Party or an Affiliate thereof for the purpose of determining whether it constitutes Joint Know-How shall, for purposes of this Agreement, be made in accordance with the laws of inventorship under the US patent laws as such laws exist as of the Effective Date. Each Party hereby assigns to the other Party such of its right, title and interest in any Know-How developed, created, conceived or first reduced to practice under this Agreement as necessary to effect the ownership rights set forth above. [*] shall execute and deliver to [*], without additional compensation, all documents that are necessary to assign and otherwise transfer the [*] to [*] as is necessary to fully effect the ownership thereof by [*]. [*] shall execute and deliver to [*], without additional compensation, all documents that are necessary to assign and otherwise transfer the [*] to [*] as is necessary to fully effect the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. ownership thereof by [*]. Notwithstanding anything to the contrary [*], [*] shall not [*] any [*], except that [*] may [*] included in [*] to the extent legally required or necessary [*] for Products, but in no event shall [*] for the purpose of [*], including any [*] and any [*].

Ownership of Know-How and Patents. Subject to the rights and obligations of the Parties hereunder: (a) [*] shall own all Know-How (and all Patent Rights in such Know-How) that is developed, created, conceived or first reduced to practice by employees or agents or subcontractors of [*] or its Affiliates in carrying out any Development activity pursuant to ARTICLE IV of this Agreement during the Term, with or without employees or agents or subcontractors of [*] or its Affiliates, that [*] (such Know-How, the “Joint Know-How” and such Patent Rights, the “Joint Patent Rights”), on a worldwide basis, and (b) [*] shall own all [*], on a worldwide basis. For clarity, without limitation of any rights of [*] hereunder, [*] shall have the right to practice the Joint Know-How and the Joint Patent Rights for any purpose, and to license others to do the same, without obtaining the consent of or accounting to [*]. For clarity, Joint Know-How shall exclude any [*]. The determination of whether any invention is conceived or reduced to practice by or on behalf of a Party or an Affiliate thereof for the purpose of determining whether it constitutes Joint Know-How shall, for purposes of this Agreement, be made in accordance with the laws of inventorship under the US patent laws as such laws exist as of the Effective Date. Each Party hereby assigns to the other Party such of its right, title and interest in any Know-How developed, created, conceived or first reduced to practice under this Agreement as necessary to effect the ownership rights set forth above. [*] shall execute and deliver to [*], without additional compensation, all documents that are necessary to assign and otherwise transfer the [*] to [*] as is necessary to fully effect the ownership thereof by [*]. [*] shall execute and deliver to [*], without additional compensation, all documents that are necessary to assign and otherwise transfer the [*] to [*] as is necessary to fully effect the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. 38 ownership thereof by [*]. Notwithstanding anything to the contrary [*], [*] shall not [*] any [*], except that [*] may [*] included in [*] to the extent legally required or necessary [*] for Products, but in no event shall [*] for the purpose of [*], including any [*] and any [*].

Ownership of Know-How and Patents. Subject to the rights and obligations of the Parties hereunder: (a) [*[ * ] shall own all Know-How (and all Patent Rights in such Know-How) that is developed, created, conceived or first reduced to practice by employees or agents or subcontractors of [*[ * ] or its Affiliates in carrying out any Development activity pursuant to ARTICLE IV of this Agreement during the Term, with or without employees or agents or subcontractors of [*[ * ] or its Affiliates, that [*[ * ] (such Know-How, the “Joint Know-How” and such Patent Rights, the “Joint Patent Rights”), on a worldwide basis, and (b) [*[ * ] shall own all [*[ * ], on a worldwide basis. For clarity, without limitation of any rights of [*[ * ] hereunder, [*[ * ] shall have the right to practice the Joint Know-How and the Joint Patent Rights for any purpose, and to license others to do the same, without obtaining the consent of or accounting to [*[ * ]. For clarity, Joint Know-How shall exclude any [*[ * ]. The determination of whether any invention is conceived or reduced to practice by or on behalf of a Party or an Affiliate thereof for the purpose of determining whether it constitutes Joint Know-How shall, for purposes of this Agreement, be made in accordance with the laws of inventorship under the US patent laws as such laws exist as of the Effective Date. Each Party hereby assigns to the other Party such of its right, title and interest in any Know-How developed, created, conceived or first reduced to practice under this Agreement as necessary to effect the ownership rights set forth above. [*[ * ] shall execute and deliver to [*[ * ], without additional compensation, all documents that are necessary to assign and otherwise transfer the [*[ * ] to [*[ * ] as is necessary to fully effect the ownership thereof by [*[ * ]. [*[ * ] shall execute and deliver to [*[ * ], without additional compensation, all documents that are necessary to assign and otherwise transfer the [*[ * ] to [*[ * ] as is necessary to fully effect the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. ownership thereof by [*[ * ]. Notwithstanding anything to the contrary [*[ * ], [*[ * ] shall not [*[ * ] any [*[ * ], except that [*[ * ] may [*[ * ] included in [*[ * ] to the extent legally required or necessary [*[ * ] for Products, but in no event shall [*[ * ] for the purpose of [*[ * ], including any [*[ * ] and any [*[ * ].