Common use of Ownership of Newly Created Intellectual Property Clause in Contracts

Ownership of Newly Created Intellectual Property. (a) All Intellectual Property developed solely by a Party or acquired from a third party by a Party during the Term, whether in connection with this Agreement or otherwise, (“Improvements”) will be owned solely by such Party. (b) The Parties agree that: (i) Any Intellectual Property resulting from the joint contributions of CCC and Nevro personnel or contractors during the Term will be “Joint IP”. For purposes hereof, the sole standard for establishing whether or not any Intellectual Property is Joint IP will be that if the Intellectual Property in question were going to be patented under the laws of the United States (whether patentable or not), an employee of each party would be required to be named as an inventor in order for the patent to be legally valid and enforceable. All Joint IP will be owned jointly by the Parties. Joint IP will be subject to all of the terms and conditions of this Agreement. Each party will execute, and will cause its employees and contractors and its affiliates’ employees and contractors to execute, such assignments as may be necessary or advisable under law to effectuate the intent of this section. (ii) Each Party will be solely responsible for determining whether to file and prosecute any patent application for any of its exclusively owned Intellectual Property. (iii) The Parties will jointly determine whether or not to file and prosecute a patent application for any resultant patents covering Joint IP, and if so, in which jurisdictions and for how long. The Parties will jointly select patent counsel for any such application and patent prosecution. All legal expenses, filing fees and maintenance fees for all resultant patents will be shared equally both during the Term and after the termination of this Agreement for Joint IP that is jointly owned by the Parties. After the expiration or termination of this Agreement, if a party no longer desires to contribute to the fees or expenses for any resultant patent that is jointly owned, it will notify the other party on a timely basis, which shall have the option to elect to maintain such patent without contribution from the other party. In such event, the party desiring not to pay fees or expenses shall assign such patent to the other Party and will forfeit its right to use, sell, make and have made, such resultant patent. (iv) During the Term of this Agreement, as long as Nevro satisfies the requirements of Section 9: (a) CCC will not grant, assign, or license any interest or ownership it has in any Joint IP to any entity, including but not limited to its affiliated companies, distributors, resellers, agents, subsidiaries, or parent companies, for use within the Field of Use; and (b) CCC will not make, use, sell, offer for sale, or import any products or services covered by Joint IP, or otherwise exercise or exploit any Joint IP in the Field of Use, with the exception of any activities conducted in the performance of this Agreement.

Ownership of Newly Created Intellectual Property. (a) All Intellectual Property developed solely by a Party party or acquired from a third party by a Party party during the Term, whether in connection with this Agreement or otherwise, (“Improvements”) will be owned solely by such Partyparty (“Improvements”) except as provided for in this Section 6.2. (b) The Parties parties agree that: (i) Any Except as otherwise set forth in this Section 6.2(b), any Intellectual Property resulting from the joint contributions of CCC Greatbatch and Nevro NeuroPace personnel or contractors during the Term will be “Joint IP”. For purposes hereof, the sole standard for establishing whether or not any Intellectual Property is Joint IP will be that if the Intellectual Property in question were going to be patented under the laws of the United States (whether patentable or not), an employee of each party would be required to be named as an inventor in order for the patent to be legally valid and enforceable. All Except as otherwise set forth in this Section 6.2(b), all Joint IP will be owned jointly by the Partiesparties. Joint IP will be subject to all of the terms and conditions of this Agreement. Each party will execute, and will cause its employees and contractors and its affiliates’ employees and contractors to execute, such assignments as may be necessary or advisable under law to effectuate the intent of this sectionSection 6.2(b). (ii) Notwithstanding any other provision of this Agreement: (A) NeuroPace will own any Improvement directed to the Intellectual Property owned by NeuroPace pursuant to Section 6.1; and (B) Greatbatch will own any Improvement directed to the Intellectual Property owned by Greatbatch pursuant to Section 6.1. (iii) Each Party party will be solely responsible for determining whether to file and prosecute any patent application for any of its exclusively owned Intellectual Property. (iiiiv) The Parties parties will jointly determine whether or not to file and prosecute a patent application for any resultant patents covering Joint IP, and if so, in which jurisdictions and for how long. The Parties parties will jointly select patent counsel for any such application and patent prosecution. All legal expenses, filing fees and maintenance fees for all resultant patents will be shared equally both during the Term and after the termination of this Agreement for Joint IP that is jointly owned by the Partiesparties. After the expiration or termination of this Agreement, if a party no longer desires to contribute to the fees or expenses for any resultant patent that is jointly owned, it will notify the other party on a timely basis, which shall have the option to elect to maintain such patent without contribution from the other party. In such event, the party desiring not to pay fees or expenses shall assign such patent to the other Party party and will forfeit its right to use, sell, make and have made, such resultant patent. (ivv) During Each party will promptly notify the other party of any infringement or threatened infringement of any Joint IP resulting from this Agreement. The parties will determine during the Term what enforcement actions are appropriate with respect to Joint IP and cause the parties to cooperate with respect to thereto. After the expiration or termination of this Agreement, as long as Nevro satisfies the requirements of Section 9: (a) CCC will not grant, assign, or license any interest or ownership it has in any Joint IP either party may enforce its rights to any entity, including but not limited to its affiliated companies, distributors, resellers, agents, subsidiaries, or parent companies, for use within the Field of Use; and (b) CCC will not make, use, sell, offer for sale, or import any products or services covered by Joint IP, or otherwise exercise or exploit any Joint IP and each party agrees to be named as a nominal party plaintiff in the Field of Use, with the exception of any activities conducted in the performance of this Agreementconnection therewith.

Ownership of Newly Created Intellectual Property. (ai) All Intellectual Property developed solely by a Party or acquired from a third party by a Party during the Term, whether in connection with this Agreement or otherwise, (“Improvements”) will be owned solely by such Party. (bii) The Parties agree that: (ia) Any Intellectual Property resulting from the joint contributions of CCC Greatbatch and Nevro QiG Group personnel or contractors during the Term will be “Joint IP”. For purposes hereof, the sole standard for establishing whether or not any Intellectual Property is Joint IP will be that if the Intellectual Property in question were going to be patented under the laws of the United States (whether patentable or not), an employee of each party Party would be required to be named as an inventor in order for the patent to be legally valid and enforceable. All Joint IP will be owned jointly by the Parties. Joint IP will be subject to all of the terms and conditions of this Agreement. There will be no duty to account to the other Party for any use, sale or license of any Joint IP owned jointly by the Parties. Each party Party will execute, and will cause its employees and contractors and its affiliatesAffiliates’ employees and contractors to execute, such assignments as may be necessary or advisable under law to effectuate the intent of this sectionSection XII.B.(ii). CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (iib) To the extent that any right, title or interest in or to any Intellectual Property vests in a Party, by operation of Legal Requirement or otherwise, in a manner contrary to the agreed upon ownership as set forth in this Agreement, such Party shall, and hereby does, irrevocably assign to the other Party any and all such right, title and interest in and to such Intellectual Property to the other Party, in a manner consistent with this Agreement without the need for any further action by any Party. (c) Each Party will be solely responsible for determining whether to file and prosecute any patent application for any of its exclusively owned Intellectual Property., including, but not limited to, existing Intellectual Property, in any jurisdiction, paying all legal expenses, filing fees and maintenance fees relating thereto, and for determining whether and when to enforce its rights in any such Intellectual Property.. (iiid) The Parties will shall jointly determine whether or not to file and prosecute a patent application for any resultant patents Resultant Patents covering Joint IP, and and, if so, in which jurisdictions and for how long. The Parties will jointly select Greatbatch shall be entitled to propose patent counsel for any such application and patent prosecution, subject to QiG Group’s approval which shall not be unreasonably withheld. All legal expenses, filing fees and maintenance fees for all resultant patents will Resultant Patents shall be shared equally both during the Term and after the termination of this Agreement for Joint IP that is jointly owned by the PartiesIP. After the expiration or termination of this Agreement, if a party Party no longer desires to contribute to the fees or expenses for any resultant patent Resultant Patent that is jointly owned, it will shall notify the other party Party on a timely basis, which who shall have the option to elect to maintain such patent without contribution from the other partypatent. In such event, the party Party desiring not to pay fees or expenses shall assign such patent to the other Party and will forfeit its have no right to usemake, sell, make and have made, such resultant patentuse or sell a product covered by a Resultant Patent. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. (ive) Each Party shall promptly notify the other Party of any infringement or threatened infringement of any Joint IP, including, but not limited to, a Resultant Patent. During the Term Term, the Parties shall determine what enforcement actions are appropriate with respect to jointly owned, Joint IP and shall cooperate with respect thereto. After the termination of this Agreement, as long as Nevro satisfies the requirements of Section 9: (a) CCC will not grant, assign, or license any interest or ownership it has in any Joint IP each Party may enforce its rights to any entityjointly owned, including but not limited to its affiliated companies, distributors, resellers, agents, subsidiaries, or parent companies, for use within the Field of Use; and (b) CCC will not make, use, sell, offer for sale, or import any products or services covered by Joint IP, or otherwise exercise or exploit any and agrees and consents to be named by the other Party as a nominal party plaintiff in connection therewith. (f) The provisions governing Joint IP set forth in this Article XII shall survive the Field of Use, with the exception of any activities conducted in the performance expiration or termination of this Agreement.

Ownership of Newly Created Intellectual Property. (ai) All Intellectual Property developed solely by a Party or acquired from a third party by a Party during the Term, whether in connection with this Agreement or otherwise, (“Improvements”) will be owned solely by such Party. (bii) The Parties agree that: (ia) Any Intellectual Property resulting from the joint contributions of CCC Greatbatch and Nevro QiG Group personnel or contractors during the Term will be “Joint IP”. For purposes hereof, the sole standard for establishing whether or not any Intellectual Property is Joint IP will be that if the Intellectual Property in question were going to be patented under the laws of the United States (whether patentable or CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. not), an employee of each party Party would be required to be named as an inventor in order for the patent to be legally valid and enforceable. All Joint IP will be owned jointly by the Parties. Joint IP will be subject to all of the terms and conditions of this Agreement. There will be no duty to account to the other Party for any use, sale or license of any Joint IP owned jointly by the Parties. Each party Party will execute, and will cause its employees and contractors and its affiliatesAffiliates’ employees and contractors to execute, such assignments as may be necessary or advisable under law to effectuate the intent of this sectionSection XII.B.(ii). (iib) To the extent that any right, title or interest in or to any Intellectual Property vests in a Party, by operation of Legal Requirement or otherwise, in a manner contrary to the agreed upon ownership as set forth in this Agreement, such Party shall, and hereby does, irrevocably assign to the other Party any and all such right, title and interest in and to such Intellectual Property to the other Party, in a manner consistent with this Agreement without the need for any further action by any Party. (c) Each Party will be solely responsible for determining whether to file and prosecute any patent application for any of its exclusively owned Intellectual Property, including, but not limited to, existing Intellectual Property, in any jurisdiction, paying all legal expenses, filing fees and maintenance fees relating thereto, and for determining whether and when to enforce its rights in any such Intellectual Property. (iiid) The Parties will shall jointly determine whether or not to file and prosecute a patent application for any resultant patents Resultant Patents covering Joint IP, and and, if so, in which jurisdictions and for how long. The Parties will jointly select Greatbatch shall be entitled to propose patent counsel for any such application and patent prosecution, subject to QiG Group’s approval which shall not be unreasonably withheld. All legal expenses, filing fees and maintenance fees for all resultant patents will Resultant Patents shall be shared equally both during the Term and after the termination of this Agreement for Joint IP that is jointly owned by the PartiesIP. After the expiration or termination of this Agreement, if a party Party no longer desires to contribute to the fees or expenses for any resultant patent Resultant Patent that is jointly owned, it will shall notify the other party Party on a timely basis, which who shall have the option to elect to maintain such patent without contribution from the other partypatent. In such event, the party Party CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED WITH [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. desiring not to pay fees or expenses shall assign such patent to the other Party and will forfeit its have no right to usemake, sell, make and have made, such resultant patentuse or sell a product covered by a Resultant Patent. (ive) Each Party shall promptly notify the other Party of any infringement or threatened infringement of any Joint IP, including, but not limited to, a Resultant Patent. During the Term Term, the Parties shall determine what enforcement actions are appropriate with respect to jointly owned, Joint IP and shall cooperate with respect thereto. After the termination of this Agreement, as long as Nevro satisfies the requirements of Section 9: (a) CCC will not grant, assign, or license any interest or ownership it has in any Joint IP each Party may enforce its rights to any entityjointly owned, including but not limited to its affiliated companies, distributors, resellers, agents, subsidiaries, or parent companies, for use within the Field of Use; and (b) CCC will not make, use, sell, offer for sale, or import any products or services covered by Joint IP, or otherwise exercise or exploit any and agrees and consents to be named by the other Party as a nominal party plaintiff in connection therewith. (f) The provisions governing Joint IP set forth in this Article XII shall survive the Field of Use, with the exception of any activities conducted in the performance expiration or termination of this Agreement.

Ownership of Newly Created Intellectual Property. (a) Notwithstanding Section 6.1 above, any Intellectual Property (i) created or developed at the direction, request or under the authority of the JSC or (ii) whose creation or development was funded, in whole or in part (or the cost of which has or will be shared) by both of the Parties, shall be jointly owned and treated as if jointly developed in accordance with Section 6.3(b) below. * Confidential portions omitted and filed separately with the Commission. (b) All Intellectual Property developed solely by a Party or acquired from a third party by a Party during the Term, whether in connection with this Agreement or otherwise, (“Improvements”) will be owned solely by such Party. (b) The Parties agree that: (i) Any Intellectual Property resulting from the joint contributions of CCC and Nevro personnel or contractors during the Term will be “Joint IP”. For purposes hereof, the sole standard for establishing whether or not any Intellectual Property is Joint IP will be that if the Intellectual Property in question were going to be patented under the laws of the United States (whether patentable or not), an employee of each party would be required to be named as an inventor in order for the patent to be legally valid and enforceable. All Joint IP will be owned jointly by the Parties. Joint IP will be subject Parties as set forth in Section 6.3(a) or an invention in which one or more inventors from each such Party, including individuals normally obliged to all of the terms and conditions of this Agreement. Each party will executeassign an invention to a Party, have made an inventive contribution as determined by United States patent law, and will cause its employees and contractors and its affiliates’ employees and contractors to execute, such assignments as may be necessary or advisable under law to effectuate the intent of this section. (ii) Each Party will be solely responsible for determining whether to file and prosecute any patent application for any of its exclusively owned Intellectual Property. (iii) The Parties will jointly determine whether or not to file applications and prosecute a patent application for any resultant patents covering Joint IPthereon, and if so, in which jurisdictions and for how long. The Parties will jointly select patent counsel for any such application and patent prosecution. All legal expenses, filing fees and maintenance fees for all resultant patents will shall be shared equally both during the Term and after the termination of this Agreement for Joint IP that is jointly owned by the Parties. After With respect to any such joint invention, the expiration or termination Parties jointly owning the invention shall consult with each other regarding the filing, prosecution and maintenance of this Agreementany patent applications and patents thereon, if a party no longer desires and, provided each of the activities above is agreed by the JSC to contribute to be undertaken, responsibility for such activities will be the fees or obligation of the Party from whom the majority of the data underlying such patent application arises (the “Controlling Party”). The Controlling Party, provided the JSC agrees that it should do so, shall undertake such filings, prosecutions and maintenance and the Parties shall pay all reasonable out of pocket expenses for any resultant patent that is jointly ownedand legal fees, it will notify in the other party on a timely basis, which portions allocated between the Parties by the JSC. Any disputes over the identity of the Controlling Party shall be determined by the JSC. The Controlling Party shall have the option following obligations with respect to elect the filing, prosecution and maintenance of patent applications and patents on any such joint invention: (i) the Controlling Party shall permit the non-Controlling Party to maintain such review and comment at least two weeks prior to the filing of any priority patent without contribution application by the Controlling Party; (ii) the Controlling Party shall notify the non-Controlling Party within 30 days after the filing of a patent application by the Controlling Party; (iii) the Controlling Party shall notify the non-Controlling Party within eight (8) months from the other party. In such event, filing of the party desiring not priority application whether and in which countries it intends to pay fees or expenses shall assign such patent to the other Party and will forfeit its right to use, sell, make and have made, such resultant patent.file convention applications; (iv) During the Term Controlling Party shall provide the non-Controlling Party promptly with copies of this Agreementall communications received from or filed in patent offices with respect to such filings; and (v) the Controlling Party shall provide the non-Controlling Party, as long as Nevro satisfies a reasonable time prior to taking or failing to take action that would affect the requirements scope or validity of Section 9: rights under any patent applications or patents (a) CCC will not grant, assign, or license any interest or ownership it has in any Joint IP to any entity, including but not limited to substantially narrowing or canceling any claim without reserving the right to file a continuing or divisional application, abandoning any patent or not filing or perfecting the filing of any patent application in any country), with notice of such proposed action or inaction so that the non-Controlling Party has a reasonable opportunity to review and make comments, and take such actions as may be appropriate in the circumstances. Subject to the non-Controlling Party’s prior review and the approval of the JSC, all of the out-of-pocket costs of filing, prosecuting and maintaining jointly owned Patents and applications * Confidential portions omitted and filed separately with the Commission. therefore shall be assumed and paid by each Party for those of its affiliated companiesrespective Territories in which such filings, distributors, resellers, agents, subsidiariesprosecution and maintenance occurs. In the event that the Controlling Party materially breaches the foregoing obligations and such breach is not cured within thirty (30) days of a written notice from the non-Controlling Party to the Controlling Party describing such breach, or parent companies, for use within the Field of Use; and (b) CCC will not make, use, sell, offer for sale, or import any products or services covered by Joint IP, or otherwise exercise or exploit any Joint IP in the Field event that the Controlling Party fails to undertake the filing of Usea patent application within ninety (90) days of a written request by the non-Controlling Party to do so, with the exception Controlling Party is deemed to withdraw from its joint ownership of the patent or patent application hereunder and the non-Controlling Party may assume the Controlling Party’s responsibility for filing, prosecution and maintenance of any activities conducted such patent application or patent at the non-Controlling Party’s sole expense and discretion. In addition to the foregoing, either Party may withdraw from or abandon any jointly owned patent application or patent hereunder on thirty (30) days prior notice to the other Party providing a free-of-charge option to assume the prosecution or maintenance thereof at its sole expense and at such other Party’s election, the withdrawing Party shall assign all right, title and interest in the performance of this Agreementand to such patent or patent application to such other Party.