Common use of Improvements and Developments Clause in Contracts

Improvements and Developments. (a) Each Party acknowledges and agrees that improvements or modifications to Customer Property may be made by or on behalf of Manufacturer (“Improvements”), and creative ideas, proprietary information, developments, or inventions may be developed under or in connection with this Agreement by or on behalf of Manufacturer (“Developments”), in each case either alone or in concert with Customer or Third Parties. (b) Manufacturer acknowledges and agrees that, as between the Parties, any Improvements or Developments that are specific to and otherwise solely relate to, the manufacturing, processing or packaging of Products (such Improvements and Developments, collectively, “Customer-Owned Improvements and Developments”) shall be the exclusive property of Customer, and Customer shall own all rights, title and interest in and to such Customer-Owned Improvements and Developments. Manufacturer agrees to and hereby does irrevocably transfer, assign and convey, and shall cause its Personnel to irrevocably transfer, assign and convey, all rights, title and interest in and to each of the Customer-Owned Improvements and Developments to Customer free and clear of any encumbrances, and Manufacturer agrees to execute, and shall cause its subcontractors and Personnel to execute, all documents necessary to do so. All such assignments shall include existing or prospective Intellectual Property rights therein in any country. (c) Customer acknowledges and agrees that, as between the Parties, all Improvements and Developments made by or on behalf of Manufacturer in the conduct of activities under this Agreement or a Facility Addendum other than Customer-Owned Improvements and Developments (such Improvements and Developments, collectively, “Manufacturer-Owned Improvements and Developments”) shall be the exclusive property of Manufacturer, and Manufacturer shall own all rights, title and interest in and to such Manufacturer-Owned Improvements and Developments. Customer agrees to and hereby does irrevocably transfer, assign and convey, and shall cause its Personnel to irrevocably transfer, assign and convey, all rights, title and interest in and to each of the Manufacturer-Owned Improvements and Developments to Manufacturer free and clear of any encumbrances, and Customer agrees to execute, and shall cause its Personnel and subcontractors to execute, all documents necessary to do so. All such assignments shall include existing or prospective Intellectual Property rights therein in any country.

Improvements and Developments. (a) Each Party acknowledges and agrees that improvements or modifications to Customer Purchaser Property may be made by or on behalf of Manufacturer Producer (“Improvements”), and creative ideas, proprietary information, developments, or inventions may be developed under or in connection with this Agreement by or on behalf of Manufacturer Producer (“Developments”), in each case either alone or in concert with Customer Purchaser or any Third Parties; provided that no rights shall be provided to any such Third Parties with respect to the Purchaser Property or any such Improvements or Developments unless expressly contemplated herein. (b) Manufacturer Producer acknowledges and agrees that, as between the Parties, any Improvements or Developments that, as of the expiration or termination of this Agreement (or, as applicable, any Joinder Agreement or other written agreement related hereto), relate solely to the Baxalta Business (in the event that are specific to and otherwise solely relate to, Baxalta or any of its Affiliates is the manufacturing, processing Purchaser) or packaging the Baxter Business (in the event that Baxter or any of Products its Affiliates is the Purchaser) (such Improvements and Developments, collectively, “CustomerPurchaser-Owned Improvements and Developments”) shall be the exclusive property of CustomerPurchaser, and Customer Purchaser shall own all rights, title and interest in and to such CustomerImprovements and Developments. For clarity, the Purchaser-Owned Improvements and DevelopmentsDevelopments shall not include, and the Producer-Owned Improvements and Developments shall include, any Improvements or Developments that, as of the expiration or termination of the applicable agreement (including this Agreement or any Joinder Agreement), relate to any “Sensitive Technology” as may be identified by written agreement of the Parties from time to time (collectively, “Sensitive Producer Technology”). Manufacturer agrees to Producer hereby irrevocably transfers, assigns and hereby does irrevocably transfer, assign and conveyconveys, and shall cause its Personnel subcontractors and its and their employees to irrevocably transfer, assign and convey, all rights, title and interest in and to each of the CustomerPurchaser-Owned Improvements and Developments to Customer Purchaser free and clear of any encumbrances, and Manufacturer Producer agrees to execute, and shall cause its subcontractors and Personnel its and their employees to execute, all documents necessary to do so. All such assignments shall include existing or prospective Intellectual Property rights therein in any country. (c) Customer Purchaser acknowledges and agrees that, as between the Parties, all Improvements and Developments made by or on behalf of Manufacturer in the conduct of activities under this Agreement or a Facility Addendum other than CustomerPurchaser-Owned Improvements and Developments (such Improvements and Developments, collectively, “ManufacturerProducer-Owned Improvements and Developments”) shall be the exclusive property of ManufacturerProducer, and Manufacturer Producer shall own all rights, title and interest in and to such Manufacturer-Owned Improvements and Developments. Customer agrees to Purchaser hereby irrevocably transfers, assigns and hereby does irrevocably transfer, assign and conveyconveys, and shall cause its Personnel subcontractors and its and their employees to irrevocably transfer, assign and convey, all rights, title and interest in and to each of the ManufacturerProducer-Owned Improvements and Developments to Manufacturer Producer free and clear of any encumbrances, and Customer Purchaser agrees to execute, and shall cause its Personnel subcontractors and subcontractors its and their employees to execute, all documents necessary to do so. All such assignments shall include existing or prospective Intellectual Property rights therein in any country.

Improvements and Developments. (a) Each Party acknowledges and agrees that improvements or modifications to Customer Property may be made by or on behalf of Manufacturer (“Improvements”), and creative ideas, proprietary information, developments, or inventions may be developed under or in connection with this Agreement by or on behalf of Manufacturer (“Developments”), in each case either alone or in concert with Customer or Third Partiesany third parties. (b) Manufacturer acknowledges and agrees that, as between the Parties, any Improvements or Developments that, as of the expiration or termination of such Product Addendum, are owned by Manufacturer and used by Manufacturer and its Affiliates exclusively for Products under such Product Addendum that are specific relate exclusively to the AH Business (as defined in the Separation Agreement) (such Products, collectively, “Customer-Exclusive Products” and otherwise solely relate to, the manufacturing, processing or packaging of Products (such Improvements and Developments, collectively, “Customer-Owned Improvements and Developments”) shall be the exclusive property of Customer, and Customer shall own all rights, title and interest in and to such Improvements and Developments. For clarity, the Customer-Owned Improvements and DevelopmentsDevelopments shall not include, and the Manufacturer-Owned Improvements and Developments shall include, any Improvements or Developments that, as of the expiration or termination of the applicable Product Addendum, (i) are held for use or being researched, developed or commercialized for any purpose other than the AH Business, (ii) that Pfizer or any of its Affiliates intends to research, develop or commercialize for any purpose other than the AH Business, or (iii) relate to any “Sensitive Technology” as may be identified by written agreement of the Parties from time to time (collectively, “Sensitive Manufacturer Technology”). Manufacturer agrees to hereby irrevocably transfers, assigns and hereby does irrevocably transfer, assign and conveyconveys, and shall cause its Personnel subcontractors and its and their employees to irrevocably transfer, assign and convey, all rights, title and interest in and to each of the Customer-Owned Improvements and Developments to Customer free and clear of any encumbrances, and Manufacturer agrees to execute, and shall cause its subcontractors and Personnel its and their employees to execute, all documents necessary to do so. All such assignments shall include existing or prospective Intellectual Property rights Copyrights and Patent Rights therein in any country. (c) Customer acknowledges and agrees that, as between the Parties, all Improvements and Developments made by or on behalf of Manufacturer in the conduct of activities under this Agreement or a Facility Addendum other than Customer-Owned Improvements and Developments (such Improvements and Developments, collectively, “Manufacturer-Owned Improvements and Developments”) shall be the exclusive property of Manufacturer, and Manufacturer shall own all rights, title and interest in and to such Manufacturer-Owned Improvements and Developments. Customer agrees to hereby irrevocably transfers, assigns and hereby does irrevocably transfer, assign and conveyconveys, and shall cause its Personnel subcontractors and its and their employees to irrevocably transfer, assign and convey, all rights, title and interest in and to each of the Manufacturer-Owned Improvements and Developments to Manufacturer free and clear of any encumbrances, and Customer agrees to execute, and shall cause its Personnel subcontractors and subcontractors its and their employees to execute, all documents necessary to do so. All such assignments shall include existing or prospective Intellectual Property rights Copyrights and Patent Rights therein in any country.