Common use of Parts 401 and 404 Clause in Contracts

Parts 401 and 404. In the event that Agreement Activities shall be found to be Government-funded Activities, the Institution, the applicable Principal Investigator and any other inventor shall take all reasonable actions necessary to retain title to any Intellectual Property made under this Agreement, including those required by 37 C.F.R. §§ 401.14(c)(1), (2) and (3). In the event that any Intellectual Property or Work Product conceived or reduced to practice, made or developed by any inventor hereunder are controlled by federal law in accordance with 37 C.F.R. §§ 501.1 - 501.11 or any other Applicable Laws that would preclude SPONSOR from obtaining the Rights to SPONSOR Intellectual Property or Work Product under Sections 15.1 through 15.6, the Institution and the applicable Principal Investigator shall and do hereby, and the Institution shall cause each other inventor to: (a) seek such waivers and releases available or permitted under applicable laws to enable SPONSOR to obtain such Rights; and (b) if such waivers and releases are not available or permitted, grant to SPONSOR (or its designee) irrevocable, worldwide, exclusive, fully-paid, royalty-free right and license, with right to sublicense (or such other similar Rights to the maximum extent permitted by applicable laws), to exploit SPONSOR Intellectual Property or Work Product, subject to the right of the U.S. Government to retain an irrevocable, royalty-free right to use SPONSOR Intellectual Property or Work Product throughout the U.S. Government.

Parts 401 and 404. In the event that Agreement Activities shall be found to be Government-funded Activities, the Institution, the applicable Principal Investigator and any other inventor shall take all reasonable actions necessary to retain title to any Intellectual Property made under this Agreement, including those required by 37 C.F.R. §§ 401.14(c)(1), (2) and (3). In the event that any Intellectual Property or Work Product conceived or reduced to practice, made or developed by any inventor hereunder are controlled by federal law in accordance with 37 C.F.R. §§ 501.1 - 501.11 or any other Applicable Laws that would preclude SPONSOR from obtaining the Rights to SPONSOR Intellectual Property or Work Product under Sections 15.1 through 15.6, the Institution and the applicable Principal Investigator shall and do hereby, and the Institution shall cause each other inventor to: (a) seek such waivers and releases available or permitted under applicable laws to enable SPONSOR to obtain such Rights; and (b) if such waivers and releases are not available or permitted, grant to SPONSOR (or its designee) irrevocable, worldwide, exclusive, fully-paid, royalty-free right and license, with right to sublicense (or such other similar Rights to the maximum extent permitted by applicable laws), to exploit SPONSOR Intellectual Property or Work Product, subject to the right of the U.S. Government to retain an irrevocable, royalty-free right to use SPONSOR Intellectual Property or Work Product throughout the U.S. Government.

Parts 401 and 404. In the event that Agreement Activities shall be found to be Government-funded Activities, the Institution, the applicable Principal Investigator and any other inventor Inventor shall take all reasonable actions necessary to retain title to any Intellectual Property Invention made under this Agreement, including those required by 37 C.F.R. §§ 401.14(c)(1), (2) and (3). In the event that any Intellectual Property Inventions or Work Product conceived or reduced to practice, made or developed by any inventor Inventor hereunder are controlled by federal law in accordance with 37 C.F.R. §§ 501.1 - 501.11 or any other Applicable Laws that would preclude SPONSOR from obtaining the Rights to SPONSOR Intellectual Property such Inventions or Work Product under Sections 15.1 14.1 through 15.614.6, the Institution and the applicable Principal Investigator shall and do hereby, and the Institution shall cause each other inventor Inventor to: (a) seek secure such waivers and releases available or permitted under applicable laws to enable SPONSOR to obtain such Rights; and (b) if such waivers and releases are not available or permitted, grant to SPONSOR (or its designee) irrevocable, worldwide, exclusive, fully-paid, royalty-free right and license, with right to sublicense (or such other similar Rights to the maximum extent permitted by applicable laws), to exploit SPONSOR Intellectual Property such Invention or Work Product, subject to the right of the U.S. Government to retain an irrevocable, royalty-free right to use SPONSOR Intellectual Property such Invention or Work Product throughout the U.S. Government.

Parts 401 and 404. In the event that Agreement Activities shall be found to be Government-funded Activities, the Institution, the applicable Principal Investigator and any other inventor Inventor shall take all reasonable actions necessary to retain title to any Intellectual Property Invention made under this Agreement, including those required by 37 C.F.R. §§ 401.14(c)(1), (2) and (3). In the event that any Intellectual Property Inventions or Work Product conceived or reduced to practice, made or developed by any inventor Inventor hereunder are controlled by federal law in accordance with 37 C.F.R. §§ 501.1 - 501.11 or any other Applicable Laws that would preclude SPONSOR AstraZeneca from obtaining the Rights to SPONSOR Intellectual Property such Inventions or Work Product under Sections 15.1 14.1 through 15.614.6, the Institution and the applicable Principal Investigator shall and do hereby, and the Institution shall cause each other inventor Inventor to: (a) seek secure such waivers and releases available or permitted under applicable laws Applicable Laws to enable SPONSOR AstraZeneca to obtain such Rights; and (b) if such waivers and releases are not available or permitted, grant to SPONSOR AstraZeneca (or its designee) irrevocable, worldwide, exclusive, fully-paid, royalty-free right and license, with right to sublicense sublicense, (or such other similar Rights to the maximum extent permitted by applicable laws), Applicable Laws) to exploit SPONSOR Intellectual Property such Invention or Work Product, subject to the right of the U.S. Government to retain an irrevocable, royalty-free right to use SPONSOR Intellectual Property such Invention or Work Product throughout the U.S. Government.