Common use of Collaboration IP Clause in Contracts

Collaboration IP. (i) AMYRIS-Owned Collaboration IP. As between the Parties, subject to the license grants set forth in this Agreement, AMYRIS shall have sole and exclusive ownership of all right, title and interest on a worldwide basis in and to the AMYRIS Tools IP and MEV Pathway IP conceived and reduced to practice in the performance the R&D Activities and/or the performance of activities on behalf of the JV Company related to a Product or the means of making the Product (“AMYRIS Owned Collaboration IP”). TOTAL hereby assigns to AMYRIS, without further consideration, all right, title and interest that TOTAL may have from time to time (other than by virtue of the license grants in this Article 6) in any AMYRIS Tools IP and MEV Pathway IP and shall, at AMYRIS’ reasonable expense, execute all documents and take all actions reasonably requested by AMYRIS from time to time to perfect AMYRIS’ title to and ownership thereof. (ii) Jointly-Owned Collaboration IP. As between the Parties, subject to the license grants set forth in this Agreement, AMYRIS and TOTAL shall have joint ownership of all right, title and interest on a worldwide basis in and to the New Tools IP and Main IP conceived and reduced to practice in the performance of the R&D Activities and/or the performance of activities on behalf of the JV Company related to a Product or the means of making the Product, other than TOTAL Owned Collaboration IP (“Jointly Owned Collaboration IP”). Each Party shall have the right to use and exploit all Jointly-Owned Collaboration IP without duty to account to the other joint owner and without obligation to obtain consent of the other joint owner, except as may otherwise be provided in the Agreement or in the documents establishing the JV Company. Notwithstanding the foregoing, a license under each Party’s respective Background IP and Non-Collaboration IP, if required for the other Party’s use and exploitation of Jointly-Owned Collaboration IP, is not granted herein unless otherwise expressly provided in this Article 6. Each Party shall have an undivided one half ownership interest in such Jointly-Owned Collaboration IP and each Party hereby assigns to the other Party, without further consideration, such right, title and interest that it may have from time to time (other than by virtue of the license grants in this Article 6) in any and all Jointly-Owned Collaboration IP as required to effect such co-ownership. (iii) TOTAL-Owned Collaboration IP. As between the Parties, subject to the license grants set forth in this Agreement, TOTAL shall have sole and exclusive ownership of all right, title and interest on a worldwide basis in and to Main IP and New Tools IP conceived and reduced to practice in the performance of R&D Activities under a New Technology Project conducted under the TOTAL R&D Option (the "TOTAL-Owned Collaboration IP"). AMYRIS hereby assigns to TOTAL, without further consideration, all right, title and interest that AMYRIS may have from time to time (other than by virtue of the license grants in this Article 6) in any such IP and shall, at TOTAL’s reasonable expense, execute all documents and take all actions reasonably requested by TOTAL from time to time to perfect TOTAL’s title to and ownership thereof. (iv) Each Party shall have the right, on reasonable notice, to inspect and review the specific records maintained by the other Party reflecting the Collaboration IP made by such other Party, solely to the extent reasonably needed by the reviewing Party for exercising its rights or performing its obligations under this Agreement.

Collaboration IP. (i) AMYRIS-Owned Collaboration IP. As between the Parties, subject Subject to the license grants set forth in terms and conditions of this Agreement, AMYRIS ABSI shall have sole and exclusive ownership of own all right, title and interest on a worldwide basis related to any and all Collaboration IP which constitutes an Improvement of any Background IP of ABSI Generated during the performance of the activities under this Agreement (each, an “ABSI Improvement”). HSB hereby agrees to assign and transfer and hereby assigns and transfers to ABSI all of its rights, interest, and title in and to the AMYRIS Tools IP and MEV Pathway IP conceived and reduced ABSI Improvements (if any) to practice in the performance the R&D Activities and/or the performance of activities on behalf of the JV Company related to a Product or the means of making the Product (“AMYRIS Owned Collaboration IP”). TOTAL hereby assigns to AMYRIS, ABSI without any further consideration. (ii) Subject to the terms and conditions of this Agreement, HSB shall own all right, title and interest that TOTAL may have from time related to time (other than by virtue any and all Collaboration IP which constitutes an Improvement of Background IP of HSB Generated during the performance of the license grants in activities under this Article 6) in any AMYRIS Tools IP Agreement (each, an “HSB Improvement”). A▇▇▇ hereby agrees to assign and MEV Pathway IP transfer and shallhereby assigns and transfers to HSB all of its rights, at AMYRIS’ reasonable expenseinterest, execute all documents and take all actions reasonably requested by AMYRIS from time to time to perfect AMYRIS’ title to and ownership thereof. (ii) Jointly-Owned Collaboration IP. As between the Parties, subject to the license grants set forth in this Agreement, AMYRIS and TOTAL shall have joint ownership of all right, title and interest on a worldwide basis in and to the New Tools HSB Improvements (if any) without any further consideration. (iii) Subject to the foregoing, (1) each Party shall own any and all Collaboration IP and Main IP conceived and reduced to practice in that does not constitute an ABSI Improvement or HSB Improvement Generated solely by its Affiliates, employees, agents, representatives or independent contractors on its behalf during the course of performance of the R&D Activities and/or the performance activities hereunder and any and all Intellectual Property Rights therein (“Solely Owned Collaboration IP”); and (2) ownership of activities any Collaboration Know-How that is not an ABSI Improvement or an HSB Improvement which is Generated jointly by ABSI and HSB (including their respective Affiliates, employees, agents, representatives or independent contractors) for which joint development shall be determined based on behalf of the JV Company related U.S. laws applicable to a Product or the means of making the Product, other than TOTAL Owned such Collaboration IP (“Jointly Owned Collaboration IP”). Each Party ) and the Intellectual Property Rights therein shall have the right to use be owned jointly by both Parties in equal and exploit all Jointly-Owned Collaboration IP without duty to account to the other joint owner and without obligation to obtain consent of the other joint owner, except as may otherwise be provided in the Agreement or in the documents establishing the JV Company. Notwithstanding the foregoing, a license under each Party’s respective Background IP and Non-Collaboration IP, if required for the other Party’s use and exploitation of Jointly-Owned Collaboration IP, is not granted herein unless otherwise expressly provided in this Article 6. Each Party shall have an undivided one half ownership interest in such Jointly-Owned Collaboration IP and each Party hereby assigns to the other Party, without further consideration, such right, title and interest that it may have from time to time (other than by virtue of the license grants in this Article 6) in any and all Jointly-Owned Collaboration IP as required to effect such co-ownershipshares. (iii) TOTAL-Owned Collaboration IP. As between the Parties, subject to the license grants set forth in this Agreement, TOTAL shall have sole and exclusive ownership of all right, title and interest on a worldwide basis in and to Main IP and New Tools IP conceived and reduced to practice in the performance of R&D Activities under a New Technology Project conducted under the TOTAL R&D Option (the "TOTAL-Owned Collaboration IP"). AMYRIS hereby assigns to TOTAL, without further consideration, all right, title and interest that AMYRIS may have from time to time (other than by virtue of the license grants in this Article 6) in any such IP and shall, at TOTAL’s reasonable expense, execute all documents and take all actions reasonably requested by TOTAL from time to time to perfect TOTAL’s title to and ownership thereof. (iv) Each Party shall have the right, on reasonable notice, to inspect and review the specific records maintained by the other Party reflecting the Collaboration IP made by such other Party, solely to the extent reasonably needed by the reviewing Party for exercising its rights or performing its obligations under this Agreement.