Common use of Ownership; Reservation of Rights Clause in Contracts

Ownership; Reservation of Rights. Other than the express license rights granted by NantOmics in Sections 4.1 through 4.4 above, (a) NantOmics and its licensors reserve, retain and shall own all right, title, and interest (including intellectual property rights) in and to the Omics Services, Omics Platform, NantOmics Marks, NantOmics marketing materials, Omics Reports, Omics Data and all other data, information, discoveries and inventions (including any improvements modifications or derivative works of any of the foregoing) created by either party, alone or with others, in connection with the foregoing or this Agreement (collectively, the “Omics Materials”) and (b) neither NantHealth nor any third party: (i) has or will have, acquire or claim any right, title, or interest in or to any of the Omics Materials; or (ii) has or will have any right or license to, and shall not, use any of the Omics Materials. For the avoidance of doubt, and without limitation of the foregoing, the Omics Materials constitute the Confidential Information of NantOmics and shall include any and all companion diagnostic, biomarker, neoantigen, neoepitope and other discoveries and inventions arising from the Omics Services, Omics Reports and/or Omics Data. NantHealth and its Affiliates agree to assign and do hereby assign any right, title or interest it may have in and to the Omics Materials to NantOmics. NantHealth and its Affiliates covenant that they will not take any action inconsistent with NantOmic’s or its licensors’ ownership and interests set forth in this Section 4.6, or assist any Person in doing the same, including, for the avoidance of doubt, asserting any claim or suit that the Omics Materials (or any use thereof or operation of NantOmic’s business) infringes any intellectual property right owned or controlled by NantHealth or its Affiliates. In no event will any transaction contemplated by this Agreement be construed as a sale or assignment of NantOmics’ intellectual property. Furthermore and for the avoidance of doubt, NantOmics expressly reserves, and NantHealth may not exercise, any and all rights with respect to the Omics Services outside the Commercial Field of Use.

Ownership; Reservation of Rights. Other than the express license rights granted by NantOmics in Sections 4.1 through 4.4 above, (a) NantOmics and its licensors reserve, retain and shall own all right, title, and interest (including intellectual property rights) in and to the Omics Services, Omics Platform, NantOmics Marks, NantOmics marketing materials, Omics Reports, Omics Data and all other data, information, discoveries and inventions (including any improvements modifications or derivative works of any of the foregoing) created by either party, alone or with others, in connection with the foregoing or this Agreement (collectively, the “Omics Materials”) and (b) neither NantHealth nor any third party: (i) has or will have, acquire or claim any right, title, or interest in or to any of the Omics Materials; or (ii) has or will have any right or license to, and shall not, use any of the Omics Materials. For the avoidance of doubt, and without limitation of the foregoing, the Omics Materials constitute the Confidential Information of NantOmics and shall include any and all companion diagnostic, biomarker, neoantigen, neoepitope and other discoveries and inventions arising from the Omics Services, Omics Reports and/or Omics Data. NantHealth and its Affiliates agree to assign and do hereby assign any right, title or interest it may have in and to the Omics Materials to NantOmics. NantHealth and its Affiliates covenant that they will not take any action inconsistent with NantOmic’s NantOmics’ or its licensors’ ownership and interests set forth in this Section 4.6, or assist any Person in doing the same, including, for the avoidance of doubt, asserting any claim or suit that the Omics Materials (or any use thereof or operation of NantOmic’s NantOmics’ business) infringes any intellectual property right owned or controlled by NantHealth or its Affiliates. In no event will any transaction contemplated by this Agreement be construed as a sale or assignment of NantOmics’ intellectual property. Furthermore and for the avoidance of doubt, NantOmics expressly reserves, and NantHealth may not exercise, any and all rights with respect to the Omics Services outside the Commercial Field of Use.