Common use of Ownership of TiGenix IPR Clause in Contracts

Ownership of TiGenix IPR. 15.2.1 Sobi, as well as its Affiliates, recognize that (i) the Technology and the Trade Marks; and (ii) any other IPR from TiGenix or TiGenix’ Affiliates, are and remain the exclusive property of TiGenix or where applicable of TiGenix’ Affiliates. 15.2.2 All documents, data, drawings, plans, designs, documentation, texts, manuals, reports, tools, know how, and all other work that have come or will come into existence as a result of the performance of this Agreement and which relate to the Product or the ChondroCelect Process and which is not Sobi Background IPR or IPR referred to in clause 15.1.2, and whether or not created through the joint intervention of TiGenix, Sobi, its Affiliates, subcontractors or sublicensees or otherwise following the directions of TiGenix (hereinafter referred to as “Works”) belong exclusively to and remain with TiGenix. All IPR in the Works are immediately and exclusively transferred and assigned to TiGenix as from their coming into existence. Sobi shall, at its own cost, perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and/or delivery of) all further documents, required by law or which TiGenix requests to vest in TiGenix the full benefit of the right, title and interest assigned to TiGenix under this Agreement. Such transfer and assignment of all IPR include but is not limited to the transfer and assignment of the right to reproduce, adapt, translate, modify, distribute, rent, lend, make available the Works to the public, partially or completely, in each and any way, whether private or public, for internal - including but not limited to research and development - and external use. The transfer and assignment of rights is valid for commercial or non-commercial purposes, final for each and every form of exploitation and for all countries. Sobi shall grant to TiGenix such rights on IPR owned or controlled by Sobi or licensed to Sobi by a Third Party sufficient to allow TiGenix the full benefit of the terms of this Agreement. Sobi and its Affiliates are hereby granted a license for the Term of this Agreement to use the Works for the performance under this Agreement. 15.2.3 Sobi, its Affiliates, subcontractors or sublicensees shall not register any of the Technology (in particular TiGenix’ unregistered IPR) or Trade Marks. [***] Certain information has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to omitted portions. 15.2.4 Unless expressly provided otherwise in this Agreement, no provision of this Agreement shall constitute or be deemed to constitute a grant to Sobi, its Affiliates, subcontractors or sublicensees, of any license or full or partial assignment of IPR of TiGenix or of its Affiliates.