Common use of Arising Intellectual Property Clause in Contracts

Arising Intellectual Property. 6.2.1 Arising Intellectual Property shall be owned by the Party (which for the purposes of this Clause may include CIM) that invents or creates it, and if it is jointly invented or created by two or more of the Parties it shall be owned jointly by those Parties in equal, undivided shares, subject to the provisions of this Agreement including the following provisions: (a) It is anticipated that Arising Know-how will be generated by clinicians and other Persons in the course of, or arising from, clinical studies that have been designed by the Joint Development Team. Accordingly, it is agreed that all Arising Know-how developed in, or arising from, the work performed under the Development and Commercialisation Plan shall be jointly owned by CIM, CIMYM, and Kuhnil in equal, undivided shares, subject to the provisions of this Agreement; and (b) Subject to paragraphs (a) above, where Arising Intellectual Property consists of an improvement to, or a new application of, Licensed Intellectual Property and, as a matter of law, is developed or created solely by employees of Kuhnil, it shall be owned solely by Kuhnil, and Kuhnil employees shall be named as inventors, subject to the provisions of this Agreement. 6.2.2 CIMAB hereby grants and agrees to grant to Kuhnil an exclusive, fully paid-up and royalty-free, license under Arising Intellectual Property in the Kuhnil Field and Territory, with the right to sub-license, to research, develop, make, have made, import, use, sell and otherwise deal in any and all products and processes in the Kuhnil Field and Territory. 6.2.3 Kuhnil hereby grants and agrees to grant to each of CIMYM and CIMAB an exclusive, fully paid-up and royalty-free, license under Arising Intellectual Property in the CIMYM Field and Territory, with the right to sub-license, to research, develop, make, have made, import, use, sell and otherwise deal in any and all products and processes in the CIMYM Field and Territory.

Arising Intellectual Property. 6.2.1 Arising Intellectual Property shall be owned by the Party (which for the purposes of this Clause may include CIM) that invents or creates it, and if it is jointly invented or created by two or more of the Parties it shall be owned jointly by those Parties in equal, undivided shares, subject to the provisions of this Agreement including the following provisions: (a) It is anticipated that Subject to Clause 13.3(b), the Arising Know-how will generated and disclosed by a Party to the other Parties pursuant to Clause 7.1 during the term of this Agreement shall be generated by clinicians and other Persons in the course of, or arising from, clinical studies that have been designed owned solely by the Joint Development Teamgenerating Party. (b) The Arising Patents made by a Party during the term of this Agreement shall be owned solely by such Party. Accordingly, it is agreed The Arising Patents that all Arising Know-how claim an invention jointly developed in, or arising from, by the work performed under the Development and Commercialisation Plan Parties shall be jointly owned by CIMthe Parties. The Parties hereby agree that the identity of the inventor of all Arising Patents shall be determined in accordance with Japanese patent law (or, CIMYMif the jurisdiction in which patent or other protection is being sought does not permit the application of Japanese Patent law to identify the inventor, and Kuhnil then in equal, undivided shares, subject to accordance with the provisions of this Agreement; andapplicable law in that jurisdiction), (bc) Subject to paragraphs (a) above, where Arising Intellectual Property consists of an improvement to, or a new application of, Licensed Intellectual Property and, as a matter of law, is developed or created solely by employees of Kuhnil, it shall be owned solely by Kuhnil, CIMYM and Kuhnil employees shall be named as inventors, subject to the provisions of this Agreement. 6.2.2 CIMAB hereby grants and agrees to grant to Kuhnil an DAIICHI, with a right to sub-license to DAIICHI’s Affiliates, a non-exclusive, fully paid-up and royalty-free, license under the Arising Intellectual Property in Property, for the Kuhnil duration of this Agreement (and any extension thereto) within DAIICHI Field and TerritoryTerritory to research, develop, make, have made, import, use and otherwise deal in any and all Licensed Product. (d) DAIICHI hereby grants and agrees to grant to CIMYM/CIMAB, with the a right to sub-licenselicense to other Third Parties, a non-exclusive, fully paid-up and royalty-free, license under the Arising Intellectual Property, for the duration of this Agreement (and any extension thereto) within CIMYM/CIMAB Field and Territory to research, develop, make, have made, import, use, sell and otherwise deal in any and all products Products. (e) Notwithstanding Clauses 2.4(a), (c) and processes (d), in the Kuhnil Field and Territory. 6.2.3 Kuhnil hereby grants and agrees event that any of the Parties desire to grant be granted an exclusive license to each of CIMYM and CIMAB an exclusive, fully paid-up and royalty-free, license under another Party's Arising Intellectual Property in the CIMYM Field and Territory, with the right to sub-license, to research, develop, make, have made, import, use, sell and otherwise deal in any and all products Products, the applicable Parties will negotiate in good faith to reach the terms and processes in conditions for such license. (f) If DAIICHI develops an improvement of the CIMYM Field Licensed Intellectual Property and Territoryan Arising Patent claims such improvement, DAIICHI undertakes not to assert such Arising Patent against CIMYM/ClMAB, its Affiliates, successors, assignees or licensees for manufacturing, using or selling the Product that otherwise would infringe such Arising Patent.

Arising Intellectual Property. 6.2.1 Arising Intellectual Property shall be owned by the Party (which for the purposes of this Clause may include CIMCIM and CIMAB) that invents or creates it, and if it is jointly invented or created by two IGK, one or more of the Parties it shall be owned jointly by those Parties (IGK, Kalbe, CIM and CIMYM) in equal, undivided shares, subject to the provisions of this Agreement including the following provisions: (a) It is anticipated that Arising Know-how will be generated by clinicians and other Persons in the course of, or arising from, clinical studies that have been designed by the Joint Development Team. Accordingly, it is agreed that all Arising Know-how developed in, or arising from, the work performed under the Development and Commercialisation Plan shall be jointly owned by CIM, CIMYM, and Kuhnil Parties in equal, undivided shares, subject to the provisions of this Agreement; and (b) Subject to paragraphs (a) above, where Arising Intellectual Property consists of an improvement to, or a new application of, Licensed Intellectual Property and, as a matter of law, is developed or created solely by employees of Kuhnil, it shall be owned solely by Kuhnil, and Kuhnil employees shall be named as inventors, subject to the provisions of this Agreement. 6.2.2 CIMAB and CIMYM hereby grants and agrees to grant to Kuhnil IGK an exclusive, fully paid-up and royalty-free, license under Arising Intellectual Property in the Kuhnil IGK Field and Territory, for the duration of this Agreement (and any extension thereto) with the right to sub-license, to research, develop, make, have made, import, use, sell and otherwise deal in any and all products and processes in the Kuhnil IGK Field and TerritoryTerritory save and except that the grant made hereunder in South Africa shall be a co-exclusive License, but only so long as the current co-exclusive license (or any extension thereof) between the Government of South Africa and CIMAB is in force. 6.2.3 Kuhnil IGK and its Affiliates hereby grants and agrees to grant to each of CIMYM CIMYM, CIMAB, and CIMAB CIM an exclusive, fully paid-paid- up and royalty-free, perpetual license under IGK's Arising Intellectual Property in the CIMYM Field and Territory, with the a right to sub-sub- license, to research, develop, make, have made, import, use, sell and otherwise deal in any and all products and processes in the CIMYM Field and Territory.