Common use of Arising Intellectual Property Clause in Contracts

Arising Intellectual Property. (a) Inspire owns all arising IP. The Parties hereby acknowledge and agree that Inspire shall own any and all inventions and discoveries conceived and reduced to practice by Inspire during the course of its activities under this Agreement (and in particular, as a result of the Development Program), and the patent rights which arise from any such inventions and discoveries. In addition, the Parties hereby acknowledge and agree that Inspire shall own any and all Know-How generated by Inspire in the course of its activities under this Agreement (and in particular, as a result of the Development Program) including but not limited to any and all of the data generated out of pre-clinical activities and clinical studies, pre-formulation activities and formulation activities related to the Compound and the Product, and all regulatory filings (including IND’s and NDA’s) related to the Product. (b) License to BII in the Field. BII shall have all of the exclusive license rights granted to it under Clause 3 of this Agreement. (c) Assignment to BII in the event of an OTC Switch. In the event that BII chooses to exercise its OTC Switch Rights with respect to any country of the Inspire Territory, upon payment of the OTC Switch Payment, Inspire shall assign and transfer to BII the Inspire IP relating to such country of the Inspire Territory where BII has exercised its OTC Switch Rights, but only to the extent necessary to develop and commercialize an OTC product containing the Compound, in the Field, for such country. Inspire agrees to execute and deliver to BII any and all documents of assignment or conveyance to effectuate the preceding assignment.