Common use of PROPERTY RIGHTS IN AND TO THE TECHNOLOGY Clause in Contracts

PROPERTY RIGHTS IN AND TO THE TECHNOLOGY. 2.1 For the avoidance of doubt, nothing in this Agreement shall be interpreted as giving any right or license to Cardiol in relation to any Intellectual Property rights owned or controlled by or licensed to Meros, including Meros Technology, other than the rights specifically granted under this Agreement and no such right or license shall be implied as being given by Meros to Cardiol other than the rights specifically granted under this Agreement, and nothing in this Agreement shall be interpreted as giving any right or license to Meros in relation to any Intellectual Property rights owned or controlled by or licensed to Cardiol, including the Cardiol IP, other than the rights specifically granted under this Agreement and no such right or license shall be implied as being given by Cardiol to Meros other than the rights specifically granted under this Agreement. 2.2 As between the parties, Meros shall solely own all Meros Improvements and shall have the right to file, prosecute, maintain and extend patent applications and patents covering any Meros Improvement. 2.3 As between the parties, Cardiol shall solely own all Cardiol Improvements and shall have the right to file, prosecute, maintain and extend patent applications and patents covering any Cardiol Improvement. 2.4 Cardiol and Meros shall jointly own all Joint Improvements and shall, subject to Section 12.1 mutually agree on the filing, prosecuting, maintaining and extending patent applications and patents covering any Joint Improvements. Cardiol and Meros shall jointly on a 50/50 basis share in any remuneration, royalty or other revenue or payments from licensing or in any way commercializing and using the Joint Improvements outside of the Field of Use. Neither Party shall be required to seek the consent of the other Party for any use of the Joint Improvements on a non-exclusive basis. 2.5 Each Party shall, at the request of the other, enter into such further reasonable agreements and execute any and all reasonable documents as may be required to ensure that ownership of Improvements as set forth in this Section 2 and to otherwise effect the intent of this Section 2. 2.6 Cardiol shall not assign, transfer, mortgage, pledge, financially encumber, grant a security interest in or permit a lien to be created, charged or otherwise dispose of any or all of the rights granted to it under this Agreement without the prior written consent of Meros, which consent shall not be unreasonably withheld or delayed.

PROPERTY RIGHTS IN AND TO THE TECHNOLOGY. 2.1 For As between the avoidance Parties, the Licensee acknowledges and agrees that the Licensor owns all right, title and interest in and to the Technology and any Licensor Improvements. The Licensor acknowledges and agrees that the Licensee owns all right, title and interest in and to the Licensee Improvements. Notwithstanding the ownership of doubtLicensee Improvements by Licensee, nothing in the obligations of Licensee under Article 5.0, Article 12.0 and 18.9 with respect to Licensee Improvements shall survive any termination of this Agreement Agreement. The obligations of Licensee to pay a minimum annual royalty to the Licensor under Sections 6.1 to 6.3 inclusive shall be interpreted as giving continue and survive any right or license to Cardiol in relation to any Intellectual Property rights owned or controlled by or licensed to Meros, including Meros Technology, other than the rights specifically granted under this Agreement and no such right or license shall be implied as being given by Meros to Cardiol other than the rights specifically granted under termination of this Agreement, and nothing in this Agreement shall be interpreted as giving during any right or license to Meros in relation to any Intellectual Property rights owned or controlled by or licensed to Cardiol, including period that that the Cardiol IP, other than the rights specifically granted under this Agreement and no such right or license shall be implied as being given by Cardiol to Meros other than the rights specifically granted under this Agreement. 2.2 As between the parties, Meros shall solely own all Meros Improvements and shall have the right Licensee continues to file, prosecute, maintain and extend defend any intellectual property relating to the Licensee Improvements, until the date of expiry of the last patent applications and patents covering any Meros Improvementrelating to the Licensee Improvements. The Licensee may terminate its obligations under the preceding two sentences by assigning without consideration the intellectual property relating to the Licensee Improvements to the Licensor. 2.3 As between the parties, Cardiol shall solely own all Cardiol Improvements and shall have the right to file, prosecute, maintain and extend patent applications and patents covering any Cardiol Improvement. 2.4 Cardiol and Meros shall jointly own all Joint Improvements and shall, subject to Section 12.1 mutually agree on the filing, prosecuting, maintaining and extending patent applications and patents covering any Joint Improvements. Cardiol and Meros shall jointly on a 50/50 basis share in any remuneration, royalty or other revenue or payments from licensing or in any way commercializing and using the Joint Improvements outside of the Field of Use. Neither Party shall be required to seek the consent of the other Party for any use of the Joint Improvements on a non-exclusive basis. 2.5 Each Party shall2.2 The Licensee will, at the reasonable request of the otherLicensor, enter into such further reasonable agreements and execute any and sign all reasonable documents as that may be required to ensure that ownership of the Technology and any Improvements as set forth (other than the Licensee Improvements referred to in this Section 2 and to otherwise effect 2.1) remain with the intent of this Section 2Licensor. 2.6 Cardiol 2.3 If the Licensor requires a Third Party consent to the grant of rights to a Licensor Improvement under this Agreement, the grant of rights is made subject to such consent. The Licensee shall not assignhave the opportunity to obtain such consent, transferand the Licensor will cooperate with the Licensee for such purpose. If requested by the Licensee, mortgage, pledge, financially encumber, grant a security interest in or permit a lien the Licensor will make reasonable efforts to be created, charged or otherwise dispose obtain such consent. The Licensee will pay all reasonable legal expenses and costs incurred by the Licensor regarding the obtaining of any or all such consent, including without limitation expenses and costs regarding the Licensor’s review of any consent obtained by the Licensee. 2.4 On the last business day of June and December of each year during the Term, the Licensee will give notice to the Licensor of the rights granted to it under this Agreement without details of any and all Improvements of which the prior written consent of Meros, which consent shall not be unreasonably withheld Licensee is then aware and that have been developed and/or acquired by the Licensee or delayedits Sublicensees during the previous six-month period.