Common use of Reporting of Improvements Clause in Contracts

Reporting of Improvements. Licensee shall provide Gilead and MPP with an annual report, in writing and in reasonable detail that sets forth any Improvements, including any patent applications claiming Improvements. Licensee shall transfer to Gilead and/or MPP, upon request by Gilead and/or MPP and at Gilead’s and/or MPP's expense (as appropriate), any know-how owned or controlled by Licensee relating to such Improvements. Any failure to report any such Improvements to Gilead or MPP in accordance with the terms of this Agreement shall constitute a breach of this Agreement and shall provide Gilead and/or MPP with the right to terminate this Agreement pursuant to Section 10.2. Gilead shall not transfer any Improvements obtained from Licensee to any third party, provided, however, that (a) Gilead may transfer Improvements to Gilead’s own Affiliates and suppliers, provided such Affiliates and suppliers utilize such Improvements solely for the benefit of Gilead and/or Japan Tobacco, and (b) Gilead may transfer Improvements relating to EVG, EVG Product, EVG Combination Product, or Quad Product to Japan Tobacco in accordance with the Japan Tobacco Agreement for use solely for the benefit of Japan Tobacco, including the transfer and use of such Improvements to Japan Tobacco’s suppliers for the benefit of Japan Tobacco. MPP shall not transfer any Improvements to any third party, provided, however, that should MPP desire to do so, MPP and Licensee will enter into good-faith negotiations regarding the terms of such transfer.

Reporting of Improvements. Licensee shall provide Gilead and MPP with an annual report, in writing and in reasonable detail that sets forth any Improvements, including any patent applications claiming Improvements. Licensee shall transfer to Gilead and/or MPPGilead, upon request by Gilead and/or MPP and at Gilead’s and/or MPP's expense (as appropriate)expense, any know-how owned or controlled by Licensee relating to such Improvements. Any failure to report any such Improvements to Gilead or MPP in accordance with the terms of this Agreement shall constitute a breach of this Agreement and shall provide Gilead and/or MPP with the right to terminate this Agreement pursuant to Section 10.2. Gilead shall not transfer any Improvements obtained from Licensee to any third party, provided, however, that (a) Gilead may transfer Improvements to Gilead’s own Affiliates affiliates and suppliers, provided such Affiliates affiliates and suppliers utilize such Improvements solely for the benefit of Gilead and/or Japan Tobacco, and (b) Gilead may transfer Improvements relating to EVG, EVG Product, EVG Combination Product, or Quad Product to Japan Tobacco in accordance with the Japan Tobacco Agreement for use solely for the benefit of Japan Tobacco, including the transfer and use of such Improvements to Japan Tobacco’s suppliers for the benefit of Japan Tobacco. MPP shall not transfer any Improvements to any third party, provided, however, that should MPP desire to do so, MPP and Licensee will enter into good-faith negotiations regarding the terms of such transfer.

Reporting of Improvements. Licensee shall provide Gilead and MPP with an annual report, in writing and in reasonable detail that sets forth any Improvements, including any patent applications claiming Improvements. Licensee shall transfer to Gilead and/or MPPGilead, upon request by Gilead and/or MPP and at Gilead’s and/or MPP's expense (as appropriate)expense, any know-how owned or controlled by Licensee relating to such Improvements. Any failure to report any such Improvements to Gilead or MPP in accordance with the terms of this Agreement shall constitute a breach of this Agreement and shall provide Gilead and/or MPP with the right to terminate this Agreement pursuant to Section 10.210.3(b). Gilead shall not transfer any Improvements obtained from Licensee to any third party, provided, however, that (a) Gilead may transfer Improvements to Gilead’s own Affiliates affiliates and suppliers, provided such Affiliates affiliates and suppliers utilize such Improvements solely for the benefit of Gilead and/or Japan Tobacco, and (b) Gilead may transfer Improvements relating to EVG, EVG Product, EVG Combination Product, or Quad Product to Japan Tobacco in accordance with the Japan Tobacco Agreement for use solely for the benefit of Japan Tobacco, including the transfer and use of such Improvements to Japan Tobacco’s suppliers for the benefit of Japan Tobacco. MPP shall not transfer any Improvements to any third party, provided, however, that should MPP desire to do so, MPP and Licensee will enter into good-faith negotiations regarding the terms of such transfer.

Reporting of Improvements. Licensee shall provide Gilead and MPP with an annual report, in writing and in reasonable detail that sets forth any Improvements, including any patent applications claiming Improvements. Licensee shall transfer to Gilead and/or MPPGilead, upon request by Gilead and/or MPP and at Gilead’s and/or MPP's expense (as appropriate)expense, any know-how owned or controlled by Licensee relating to such Improvements. Any failure to report any such Improvements to Gilead or MPP in accordance with the terms of this Agreement shall constitute a breach of this Agreement and shall provide Gilead and/or MPP with the right to terminate this Agreement pursuant to Section 10.2. Gilead shall not transfer any Improvements obtained from Licensee to any third party, provided, however, that (a) Gilead may transfer Improvements to Gilead’s own Affiliates and suppliers, provided such Affiliates and suppliers utilize such Improvements solely for the benefit of Gilead and/or Japan Tobacco, and (b) Gilead may transfer Improvements relating to EVG, EVG Product, EVG Combination Product, or TAF Quad Product to Japan Tobacco in accordance with the Japan Tobacco Agreement for use solely for the benefit of Japan Tobacco, including the transfer and use of such Improvements to Japan Tobacco’s suppliers for the benefit of Japan Tobacco. MPP shall not transfer any For clarity, Improvements (including EVG Improvements) relating to any third party, provided, however, that should MPP desire Pediatric Formulations will remain subject to do so, MPP and Licensee will enter into good-faith negotiations regarding the terms of such transferSection 6.2(e).

Reporting of Improvements. Licensee shall provide Gilead and MPP with an annual report, in writing and in reasonable detail that sets forth any Improvements, including any patent applications claiming Improvements. Licensee shall transfer to Gilead and/or MPP, upon request by Gilead Xxxxxx and/or MPP and at Gilead’s and/or MPP's expense (as appropriate), any know-how owned or controlled by Licensee relating to such Improvements. Any failure to report any such Improvements to Gilead or MPP in accordance with the terms of this Agreement shall constitute a breach of this Agreement and shall provide Gilead and/or MPP with the right to terminate this Agreement pursuant to Section 10.2. Gilead shall not transfer any Improvements obtained from Licensee to any third party, provided, however, that (a) Gilead may transfer Improvements to Gilead’s own Affiliates and suppliers, provided such Affiliates and suppliers utilize such Improvements solely for the benefit of Gilead and/or Japan Tobacco, and (b) Gilead may transfer Improvements relating to EVG, EVG Product, EVG Combination Product, or Quad Product to Japan Tobacco in accordance with the Japan Tobacco Agreement for use solely for the benefit of Japan Tobacco, including the transfer and use of such Improvements to Japan Tobacco’s suppliers for the benefit of Japan Tobacco. MPP shall not transfer any Improvements to any third party, provided, however, that should MPP desire to do so, MPP and Licensee will enter into good-faith negotiations regarding the terms of such transfer.

Reporting of Improvements. Licensee shall provide Gilead and MPP with an annual report, in writing and in reasonable detail that sets forth any Improvements, including any patent applications claiming Improvements. Licensee shall transfer to Gilead and/or MPPGilead, upon request by Gilead and/or MPP and at Gilead’s and/or MPP's expense (as appropriate)expense, any know-how owned or controlled by Licensee relating to such Improvements. Any failure to report any such Improvements to Gilead or MPP in accordance with the terms of this Agreement shall constitute a breach of this Agreement and shall provide Gilead and/or MPP with the right to terminate this Agreement pursuant to Section 10.210.4(b). Gilead shall not transfer any Improvements obtained from Licensee to any third party, provided, however, that (a) Gilead may transfer Improvements to Gilead’s own Affiliates affiliates and suppliers, provided such Affiliates affiliates and suppliers utilize such Improvements solely for the benefit of Gilead and/or Japan Tobacco, and (b) Gilead may transfer Improvements relating to EVG, EVG Product, EVG Combination Product, or Quad Product to Japan Tobacco in accordance with the Japan Tobacco Agreement for use solely for the benefit of Japan Tobacco, including the transfer and use of such Improvements to Japan Tobacco’s suppliers for the benefit of Japan Tobacco. MPP shall not transfer any Improvements to any third party, provided, however, that should MPP desire to do so, MPP and Licensee will enter into good-faith negotiations regarding the terms of such transfer.

Reporting of Improvements. Licensee shall provide Gilead and MPP with an annual report, in writing and in reasonable detail that sets forth any Improvements, including any patent applications claiming Improvements. Licensee shall transfer to Gilead and/or MPPGilead, upon request by Gilead and/or MPP and at GileadXxxxxx’s and/or MPP's expense (as appropriate)expense, any know-how owned or controlled by Licensee relating to such Improvements. Any failure to report any such Improvements to Gilead or MPP in accordance with the terms of this Agreement shall constitute a breach of this Agreement and shall provide Gilead and/or MPP with the right to terminate this Agreement pursuant to Section 10.2. Gilead shall not transfer any Improvements obtained from Licensee to any third party, provided, however, that (a) Gilead may transfer Improvements to Gilead’s own Affiliates and suppliers, provided such Affiliates and suppliers utilize such Improvements solely for the benefit of Gilead and/or Japan Tobacco, and (b) Gilead may transfer Improvements relating to EVG, EVG Product, EVG Combination Product, or TAF Quad Product to Japan Tobacco in accordance with the Japan Tobacco Agreement for use solely for the benefit of Japan Tobacco, including the transfer and use of such Improvements to Japan Tobacco’s suppliers for the benefit of Japan Tobacco. MPP shall not transfer any For clarity, Improvements (including EVG Improvements) relating to any third party, provided, however, that should MPP desire Pediatric Formulations will remain subject to do so, MPP and Licensee will enter into good-faith negotiations regarding the terms of such transferSection 6.2(e).