Vertex Agreement Technology. As between the Parties, Vertex will be the sole owner of [***] ((a) and (b), collectively, the “Vertex Agreement Know-How”) and any Patents that claim Vertex Agreement Know-How (“Vertex Agreement Patents” and together with the Vertex Agreement Know-How, the “Vertex Agreement Technology”), and will retain all of its rights thereto, subject to any rights or licenses expressly granted by Vertex to Company under this Agreement. Company will promptly disclose to Vertex in writing, and will cause its Affiliates to so disclose, the discovery, development, invention or creation of any Vertex Core Technology Improvements, whether discovered, developed, invented or created solely or jointly by Company or its Affiliates or Third Parties acting on its or their behalf. Company hereby assigns to Vertex, Company’s rights, title, and interests in and to the Vertex Core Technology Improvements and all intellectual property rights (including Patents) therein. Company will take (and cause its Affiliates, and their respective employees, agents, and contractors to take) such further actions reasonably requested by Vertex to evidence such assignment and to assist Vertex in obtaining Patents and other intellectual property protection for such Vertex Core Technology Improvements and all intellectual property rights therein, including executing further assignments, consents, releases, and other commercially reasonable documentation and providing good faith testimony by affidavit, declaration, in-person, or other proper means in support of any effort by Vertex to establish, perfect, defend, or enforce its rights in any Vertex Core Technology Improvements through prosecution of governmental filings, regulatory proceedings, litigation, and other means. Company will obligate its Affiliates and Subcontractors to assign all Vertex Core Technology Improvements to Company (or directly to Vertex) so that Company can comply with its obligations under this Section 6.1.2, and Company will promptly obtain any such assignment.
Vertex Agreement Technology. As between the Parties, Vertex will be the sole owner of any and all Agreement Know-How, whether created solely by a Party or jointly by the Parties, (a) that is specific to a Vertex Disease, or (b) to the extent specifically relating to an improvement to the Vertex Background Technology, in each case ((a) and (b)), to the extent that such Know-How is not an improvement to or a further development or modification of the Company Platform (the “Vertex Agreement Know-How”) and any Patents that Cover Vertex Agreement Know-How (“Vertex Agreement Patents” and together with the Vertex Agreement Know-How, the “Vertex Agreement Technology”), and will retain all of its rights thereto, subject to any rights or licenses expressly granted by Vertex to Company under this Agreement. For the avoidance of doubt, Vertex Inventions arising out of the MTA shall be deemed Vertex Agreement Know-How hereunder. Vertex hereby grants to Company a worldwide, non-exclusive, fully paid-up, sublicenseable (through multiple tiers) royalty-free license under the Vertex Agreement Technology that relates to any Capsid for use in any and all diseases that are not Vertex Diseases for which Vertex continues to maintain exclusive license rights in force under this Agreement. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.
Vertex Agreement Technology. As between the Parties, Vertex will be the sole owner of any Know-How discovered, developed, invented or created solely by Vertex or its Affiliates or Third Parties acting on its or their behalf, in each case, in the performance of activities under this Agreement (“Vertex Agreement Know-How”) and any Patents that claim or cover such Know-How (“Vertex Agreement Patents”), and will retain all of its rights thereto, subject to any assignment, rights or licenses expressly granted by Vertex to Merck under this Agreement.
