Common use of Ownership of Program Inventions Clause in Contracts

Ownership of Program Inventions. All right, title and interest in all Program Inventions that are discovered, made or conceived as part of the activities conducted pursuant to this Agreement shall be owned as follows: (a) [***] shall own all Program Inventions that (A) are invented solely by one or more employees, agents or consultants of [***] and do not primarily relate to the [***] or (B) are invented solely or jointly by employees, agents or consultants of Licensee and/or [***] and [***]. To the extent that any such Program Inventions relating primarily to an [***] shall have been invented by [***] and are owned by [***], [***] hereby assigns all of its right, title and interest therein to [***]. (b) [***] shall own all Program Inventions that (i) are invented solely by one or more employees, agents or consultants of [***] and do not primarily relate to an [***] or (ii) are invented solely or jointly by employees, agents or consultants of Licensee and/or SGI and primarily relate to the [***]. To the extent that any Program Inventions relating primarily to [***] shall have been invented by [***] and are owned by [***], [***] hereby assigns all of its right, title and interest therein to [***]. (c) Except as set forth in Sections 9.1.2(a) and 9.1.2(b), [***] and [***] shall [***] own all other Program Inventions. For purposes of clarification and notwithstanding anything to the contrary set forth herein, all Program Inventions that relate primarily to [***], including without limitation, [***] owned. (d) Inventorship, for the purposes of this Agreement, shall be determined in accordance with U.S. laws of inventorship.

Ownership of Program Inventions. All right, title and interest in all Program Inventions that are discovered, made discovered or conceived as part of the activities conducted pursuant to this Agreement Section 9.1.1 shall be owned as follows: (a) [***] shall own all Program Inventions that (A) are invented solely by one or more employees, agents or consultants of [***] and do not primarily relate to the [***] or (B) are invented solely or jointly by employees, agents or consultants of Licensee [***] and/or [***] and primarily relate to the [***]. To the extent that any such Program Inventions relating primarily to an [***] shall have been invented by [***] and are owned by [***], ,[***] hereby assigns all of its right, title and interest therein to [***].; (b) [***] shall own all Program Inventions that (i) are invented solely by one or more employees, agents or consultants of [***] and do not primarily relate to an [***] or (ii) are invented solely or jointly by employees, agents or consultants of Licensee [***] and/or SGI [***] and primarily relate to the [***]. To the extent that any Program Inventions relating primarily to [***] shall have been invented by [***] and are owned by [***], ,[***] hereby assigns all of its right, title and interest therein to [***].; and (c) Except as set forth in Sections 9.1.2(a) and 9.1.2(b), [***] and [***] shall solely own all Program Inventions that (i) are invented solely by employees, agents or consultants of [***] own all other Program Inventions. For purposes of clarification ], (ii) are not covered by Sections 9.1.2(a) or (b) and notwithstanding anything to the contrary set forth herein, all Program Inventions that (iii) relate primarily to [***], including without limitation, limitation [***] owned]. (d) InventorshipExcept as set forth in Sections 9.1.2(a), for (b) and (c), ownership of any Program Invention to the purposes extent it falls outside of this AgreementSections 9.1.2 (a), (b) and (c) shall be determined in accordance with according to applicable U.S. laws of inventorship.

Ownership of Program Inventions. All right, title and interest in all Program Inventions that are discovered, made or conceived as part of the activities conducted pursuant to this Agreement during the Research Program Term shall be owned as follows: (a) [***] shall own all Program Inventions that (Ai) are invented solely by one or more employees, agents or consultants of [***] and do not primarily relate to the and/or any [***] pursuant to this Agreement and do not [***]; or (Bii) are invented solely or jointly by employees[***], agents or consultants of Licensee and/or and to the extent that any such [***] and [***]. To the extent that any such within Program Inventions relating primarily to an [***] shall have been invented by [***] and are owned by [***], [***] hereby assigns all of its rightrights, title and interest therein to [***].; (b) [***] shall own all Program Inventions that (i) are invented solely by one or more employees, agents or consultants of [***] and do not primarily relate to an ], excluding any [***] or (ii) are invented solely or jointly by employees, agents or consultants of Licensee and/or SGI pursuant to this Agreement and primarily relate to the do not [***]. To ; or (ii) [***], and to the extent that any Program Inventions relating primarily to such [***] within Program Inventions shall have been invented by [***] and are is owned by [***], [***] hereby assigns all of its rightrights, title and interest therein to [***].; and (c) Except as set forth in Sections 9.1.2(a10.1.2(a) and 9.1.2(b10.1.2(b), [***] and [***] shall [***] own all other Program Inventions. For purposes of clarification and notwithstanding anything to the contrary set forth herein, all Program Inventions that relate primarily to [***], including without limitation, [***] owned. (d) Inventorship, for the purposes of this Agreement, Inventorship shall be determined in accordance with under U.S. laws patent law. In the event of a dispute regarding inventorship, the Parties shall engage a Third Party patent attorney jointly selected by the Parties to resolve such dispute.

Ownership of Program Inventions. All right, title and interest in all Program Inventions that are discovered, made or conceived as part of the activities conducted pursuant to under this Agreement shall be owned as follows: (a) [***] shall own all Program Inventions that (Ai) are invented solely by one or more employees, agents or consultants of [***] and do not primarily relate to the [***] or (Bii) are invented solely or jointly by employees, agents or consultants of Licensee [***] and/or [***] and primarily relate to the [***]. To the extent that any such Program Inventions relating primarily to an the [***] shall have been invented by [***] and are owned by [***], [***] hereby assigns all of its right, title and interest therein to [***].; (b) [***] shall own all Program Inventions that (i) are invented solely by one or more employees, agents or consultants of [***] and do not primarily relate to an the [***] or (ii) are invented solely or jointly by employees, agents or consultants of Licensee [***] and/or SGI [***] and primarily relate to the [***]. To the extent that any Program Inventions relating primarily to [***] Drug Conjugation Technology shall have been invented by [***] and are owned by [***], [***] Licensee hereby assigns all of its right, title and interest therein to [***].; and (c) Except as set forth in Sections 9.1.2(a) and 9.1.2(b), [***] Licensee and [***] SGI shall [***] jointly own all other Program Inventions. For purposes of clarification and notwithstanding anything to the contrary set forth herein, all Program Inventions that relate primarily to [***]ADCs, including without limitation, [***] patents or patent applications claiming compositions of matter or methods of use of Licensed Products, shall be jointly owned. (d) Inventorship, for the purposes of this Agreement, shall be determined in accordance with U.S. laws applicable national patent laws. To the extent permissible under applicable national patent laws, each Party will cause each employee and contractor conducting work on such Party’s behalf under this Agreement to be subject to a contract that (a) compels prompt disclosure to the Party of inventorshipall inventions and other intellectual property conceived, created or reduced to practice by such employee or contractor during his or her performance under the Research Program and (b) assigns to such Party all right, title and interest in and to all such inventions and other intellectual property and all related Patents. Each Party will require each employee and contractor conducting work on such Party’s behalf under this Agreement to maintain records in sufficient detail and in a good scientific manner appropriate for patent purposes to properly reflect all work done. To the extent any royalties are owed to an employee or contractor of a Party relating to an invention, that Party shall be solely responsible for such royalties.