Common use of Ancillary Intellectual Property Clause in Contracts

Ancillary Intellectual Property. All right, title and interest in Ancillary Intellectual Property discovered, made or conceived by employees of ▇▇▇▇, or by employees or consultants of CLIENT or by employees and consultants of both ▇▇▇▇ and CLIENT in the course of and arising out of the contemplated in this Agreement shall be (i) solely owned by ▇▇▇▇ if discovered, made or conceived solely by employees of ▇▇▇▇, (ii) solely owned by CLIENT if discovered, made or conceived solely by employees or consultants of CLIENT or (iii) jointly owned by ▇▇▇▇ and CLIENT if discovered, made or conceived by employees of both ▇▇▇▇ and CLIENT. ▇▇▇▇ hereby grants to CLIENT a fully paid-up, royalty-free, non-exclusive, irrevocable, perpetual license to practice ▇▇▇▇ owned Ancillary Intellectual Property for the Production of the Protein Molecule, derivatives, and variations thereof. CLIENT hereby grants to ▇▇▇▇ a fully paid-up, royalty-free, non-exclusive, irrevocable, perpetual license to practice CLIENT owned Ancillary Intellectual Property to make, use, sell, offer to sell, sell and import protein molecules and related methods other than the Protein Molecule. Each Party shall bear the expense of activities relating to its own filing, prosecution and maintenance of any patent or patent applications provided for by this Section 9.5. Each Party shall execute, at the other Party’s expense, all formal documents as may be reasonably requested by the other Party and customarily required by patent authorities for either Party to record the rights and licenses granted pursuant to this Section 9.5.