Common use of Assigned Technology Clause in Contracts

Assigned Technology. AstraZeneca shall, and hereby does, assign to Targacept all of AstraZeneca’s and its Affiliates’ rights, titles and interests in and to all AstraZeneca Assigned Technology and all AstraZeneca Assigned Patent Rights that solely cover such AstraZeneca Assigned Technology: (a) with respect to any compounds that (i) are Derived by or on behalf of AstraZeneca from a Collaboration Candidate, Active+ Compound, Collaboration Compound or Candidate Drug (other than Ispronicline or a Licensed Derivative with respect thereto, or an Option Compound Candidate Drug) and (ii) then become Terminated Compounds during the Research Program or Tail Period or as of the end of the Tail Period, when and as such compounds become Terminated Compounds; (b) with respect to any Excluded Derivatives that are Derived by or on behalf of AstraZeneca during the applicable Restricted Derivative Period, on the date each such Excluded Derivative is determined to be an Excluded Derivative; and (c) with respect to any Technology made, developed or conceived by or on behalf of AstraZeneca in [********]. AstraZeneca shall duly execute and deliver, or cause to be duly executed and delivered, such instruments and shall do and cause to be done such acts and things, including the filing of such assignments, agreements, documents and instruments, as may be necessary for, or as Targacept may reasonably request, to carry out more effectively the purpose of this Section 8.2.4.