Common use of Program Technology Clause in Contracts

Program Technology. As between the Parties, Novartis is the sole owner of any Know-How discovered, invented or created solely by or on behalf of Novartis or its Affiliates under or in connection with this Agreement (“Novartis Program Know-How”) and any Patent Rights that claim or cover Novartis Program Know-How (“Novartis Program Patents” and together with the Novartis Program Know-How, the “Novartis Program Technology”), and will retain all of its rights, title and interest thereto, subject to any rights or licenses expressly granted by Novartis to Akcea under this Agreement. As between the Parties, Akcea is the sole owner of any Know-How discovered, invented or created solely by or on behalf of Akcea or its Affiliates under or in connection with this Agreement (“Akcea Program Know-How”) and any Patent Rights that claim or cover such Know-How (“Akcea Program Patents” and together with the Akcea Program Know-How, the “Akcea Program Technology”), and will retain all of its rights, title and interest thereto, subject to any rights or licenses expressly granted by Akcea to Novartis under this Agreement. Any Know-How discovered, invented or created jointly under or * ***Confidential Treatment Requested in connection with this Agreement by or on behalf of both Parties or their respective Affiliates or Third Parties acting on their behalf (“Jointly-Owned Program Know-How”), and any Patent Rights that claim or cover such Jointly-Owned Program Know-How (“Jointly-Owned Program Patents”, and together with the Jointly-Owned Program Know-How, the “Jointly-Owned Program Technology”), are owned jointly by Novartis and Akcea on an equal and undivided basis, including all rights, title and interest thereto, subject to any rights or licenses expressly granted by one Party to the other Party under this Agreement.

Program Technology. As between the Parties, Novartis is the sole owner of any Know-How discovered, invented or created solely by or on behalf of Novartis or its Affiliates under or in connection with this Agreement (“Novartis Program Know-How”) and any Patent Rights that claim or cover Novartis Program Know-How (“Novartis Program Patents” and together with the Novartis Program Know-How, the “Novartis Program Technology”), and will retain all of its rights, title and interest thereto, subject to any rights or licenses expressly granted by Novartis to Akcea under this Agreement. As between the Parties, Akcea is the sole owner of any Know-How discovered, invented or created solely by or on behalf of Akcea or its Affiliates under or in connection with this Agreement (“Akcea Program Know-How”) and any Patent Rights that claim or cover such Know-How (“Akcea Program Patents” and together with the Akcea Program Know-How, the “Akcea Program Technology”), and will retain all of its rights, title and interest thereto, subject to any rights or licenses expressly granted by Akcea to Novartis under this Agreement. Any Know-How discovered, invented or created jointly under or * ***Confidential Treatment Requested in connection with this Agreement by or on behalf of both Parties or their respective Affiliates or Third Parties acting on their behalf (“Jointly-Owned Program Know-How”), and any Patent Rights that claim or cover such Jointly-Owned Program Know-How (“Jointly-Owned Program Patents”, and together with the Jointly-Owned Program Know-How, the “Jointly-Owned Program Technology”), are owned jointly by Novartis and Akcea on an equal and undivided basis, including all rights, title and interest thereto, subject to any rights or licenses expressly granted by one Party to the other Party under this Agreement.

Program Technology. As between the Parties, Novartis is the sole owner of any Know-How discovered, invented or created solely by or on behalf of Novartis or its Affiliates under or in connection with this Agreement (“Novartis Program Know-How”) and any Patent Rights that claim or cover Novartis Program Know-How (“Novartis Program Patents” and together with the Novartis Program Know-How, the “Novartis Program Technology”), and will retain all of its rights, title and interest thereto, subject to any rights or licenses expressly granted by Novartis to Akcea under this Agreement. As between the Parties, Akcea is the sole owner of any Know-How discovered, invented or created solely by or on behalf of Akcea or its Affiliates under or in connection with this Agreement (“Akcea Program Know-How”) and any Patent Rights that claim or cover such Know-How (“Akcea Program Patents” and together with the Akcea Program Know-How, the “Akcea Program Technology”), and will retain all of its rights, title and interest thereto, subject to any rights or licenses expressly granted by Akcea to Novartis under this Agreement. Any Know-How discovered, invented or created jointly under or * ***Confidential Treatment Requested 42 in connection with this Agreement by or on behalf of both Parties or their respective Affiliates or Third Parties acting on their behalf (“Jointly-Owned Program Know-How”), and any Patent Rights that claim or cover such Jointly-Owned Program Know-How (“Jointly-Owned Program Patents”, and together with the Jointly-Owned Program Know-How, the “Jointly-Owned Program Technology”), are owned jointly by Novartis and Akcea on an equal and undivided basis, including all rights, title and interest thereto, subject to any rights or licenses expressly granted by one Party to the other Party under this Agreement. Except as expressly provided in this Agreement, neither Party will have any obligation to account to the other for profits with respect to, or to obtain any consent of the other Party to license or exploit, Jointly-Owned Program Technology by reason of joint ownership thereof, and each Party hereby waives any right it may have under the laws of any jurisdiction to require any such consent or accounting. Furthermore, the Parties acknowledge and agree that any such Jointly-Owned Program Technology is [***], and therefore shall not be [***] under this Agreement. The Parties acknowledge and agree that either Party may freely utilize or otherwise exploit any Jointly-Owned Program Technology without recourse, accounting or any other obligations to the other Party. This right includes the right to grant sublicenses or otherwise dispose of the Party’s interest in any Jointly-Owned Program Technology, subject to the following limitations. If either Party (“Offering Party”) intends to grant a license, assign or otherwise dispose of its rights in any [***] to a Third Party under such Party’s interest in such [***] for the development and/or commercialization of a Product, the Offering Party will first provide the other Party notice of such intent and offer to such Party a right of first negotiation together with proposed terms for such a license (a “ROFN Notice”). Such Party will have [***] calendar days from the date such Party receives a ROFN Notice to send notice to the Offering Party of such Party’s desire to exercise its right of first negotiation (a “Negotiation Notice”). If (i) such Party does not timely deliver a Negotiation Notice to the Offering Party, or (ii) such Party timely delivers a Negotiation Notice to the Offering Party but the Parties cannot agree on the terms of such a license by the [***] calendar day after the date the Offering Party receives such Negotiation Notice, then the Offering Party may grant a license to a Third Party under such Offering Party’s interest in such [***] for the development and/or commercialization of a Product on terms [***]. Each Party will promptly disclose to the other Party in writing, and will cause its Affiliates to so disclose, the discovery, invention or creation of any Novartis Program Technology, Akcea Program Technology or Jointly-Owned Program * ***Confidential Treatment Requested 43 Technology. The Novartis Program Patents, Akcea Program Patents and Jointly-Owned Program Patents are collectively referred to herein as the “Program Patents,” the Novartis Program Know-How, Akcea Program Know-How and Jointly-Owned Program Know-How are collectively referred to herein as the “Program Know-How,” and Novartis Program Technology, Akcea Program Technology and Jointly-Owned Program Technology are collectively referred to herein as “Program Technology.”