Common use of Developed Intellectual Property Clause in Contracts

Developed Intellectual Property. All Intellectual Property invented, created, or developed by either Party, its employees or agents acting alone or together in connection with the development or use of the Products under this Agreement that relates to any of the Products or that is otherwise created using, or that incorporates, Qorvo Background IP, in each case, other than Excluded Zomedica IP (the “Developed IP”) will be owned by Qorvo. Accordingly, Zomedica hereby assigns and agrees to assign all of its rights, title, and interests in and to the Developed IP to Qorvo and Qorvo hereby accepts and will accept such assignment. Zomedica will ensure that all of its employees and subcontractors that may invent, create, or develop Developed IP have entered into written obligations to provide notification of, and assign, all Developed IP to Qorvo. Zomedica will promptly disclose to Qorvo all Developed IP invented, created, or developed by or on behalf of Zomedica during the course of performing activities under this Agreement. For Developed IP invented, created, or developed (a) solely by Zomedica, a Sublicensee or an employee or agent acting on behalf of Zomedica or a Sublicensee, or (b) jointly by the Parties (including by any Sublicensee of a Party or any of their respective employees or agents) ((a) and (b), collectively, “Zomedica Developed IP”), Qorvo grants to Zomedica a perpetual, irrevocable, non-exclusive, sublicensable, transferable (in accordance with Section 15.2 (Assignment)), royalty-free, fully-paid license under such Zomedica Developed IP for any and all purposes in the Field. For the avoidance of doubt, the foregoing license grant to Zomedica Developed IP does not grant Zomedica any right to use Intellectual Property that is owned or controlled by Qorvo, other than the Zomedica Developed IP.