Common use of Improvements and Inventions Clause in Contracts

Improvements and Inventions. 10.1.1. The Parties acknowledge that ▇▇▇▇▇▇ and its Sublicensees may improve or modify the Licensed Products or otherwise make Inventions in the course of exercising ▇▇▇▇▇▇’▇ rights and performing its obligations under this Agreement, and that Onconova and its Licensees may improve or modify the Licensed Products and otherwise make Inventions as Onconova and its Licensees continue to develop the Licensed Product outside the Licensed Territory and to manufacture Licensed Product for supply to ▇▇▇▇▇▇ for the Licensed Territory. 10.1.2. Onconova will use Commercially Reasonable Efforts to obtain from its Licensees Control of Improvements made or developed by or on behalf of such Licensees, as well as Control of all intellectual property rights therein that are owned or controlled by such Licensees, in each case as necessary to provide ▇▇▇▇▇▇ access to rights to such Improvements as part of the Onconova Information, Onconova Know-How or Onconova Patents, as applicable, in the Licensed Territory pursuant to this Agreement. Any such Improvements made by or on behalf of Onconova’s Licensees of which Onconova obtains Control shall be included in the Onconova Know-How, and all Patents claiming such Improvements of which Onconova obtains Control shall be included in the Onconova Patents; provided that if any royalties or other fees are required to be paid to a Licensee in respect of such rights, ▇▇▇▇▇▇ shall be responsible for such payments to the extent reasonably allocable to the Licensed Product in the Licensed Territory. 10.1.3. ▇▇▇▇▇▇ will use Commercially Reasonable Efforts to obtain from its Sublicensees Control of Improvements made or developed by or on behalf of such Sublicensees, as well as Control of all intellectual property rights therein that are owned or controlled by such Sublicensees, in each case as necessary to provide Onconova access to rights to such Improvements as part of the ▇▇▇▇▇▇ Information, ▇▇▇▇▇▇ Know-How or ▇▇▇▇▇▇ Patents, as applicable, pursuant to this Agreement. Any such Improvements made by or on behalf of ▇▇▇▇▇▇’▇ Sublicensees of which ▇▇▇▇▇▇ obtains Control shall be included in the ▇▇▇▇▇▇ Know-How, and all Patents claiming such Improvements of which ▇▇▇▇▇▇ obtains Control shall be included in the ▇▇▇▇▇▇ Patents; provided that if any royalties or other fees are required to be paid to a Sublicensee in respect of such rights, Onconova shall be responsible for such payments to the extent reasonably allocable to the Licensed Product outside the Licensed Territory. 10.1.3.1. Onconova shall have the right to grant sublicenses under Section 2.2 with respect to ▇▇▇▇▇▇ Know-How and ▇▇▇▇▇▇ Patents that constitute Improvements (“▇▇▇▇▇▇ Improvements”) to any Licensees who agree to provide to Onconova Control of Improvements made by or on behalf of such Licensee (“Licensee Improvements”) on a royalty-free, fully-paid basis, enabling Onconova to provide to ▇▇▇▇▇▇ a sublicense pursuant to Section 2.1 under such Licensee Improvements at no additional cost to ▇▇▇▇▇▇. If Onconova desires to grant sublicenses to ▇▇▇▇▇▇ Improvements under Section 2.2 to any Licensees who do not agree to provide to Onconova Control of Licensee Improvements made by or on behalf of such Licensee on such a royalty-free, fully-paid basis, the Parties will negotiate commercially reasonable terms under which Onconova may grant such a sublicense under ▇▇▇▇▇▇ Improvements to such Licensee for up to ** after Onconova requests that it have the right to grant such a sublicense to such Licensee. In such case, Onconova may only grant a sublicense under such ▇▇▇▇▇▇ Improvements to such Licensee after the Parties agree in writing on the applicable commercial terms. 10.1.3.2. ▇▇▇▇▇▇ shall have the right to grant sublicenses under Section 2.1 with respect to Onconova Know-How and Onconova Patents that constitute Improvements (“Onconova Improvements”) to any Sublicensees who agree to provide to ▇▇▇▇▇▇ Control of Improvements made by or on behalf of such Sublicensee (“Sublicensee Improvements”) on a royalty-free, fully-paid basis, enabling ▇▇▇▇▇▇ to provide to Onconova a sublicense pursuant to Section 2.2 under such Sublicensee Improvements at no additional cost to Onconova. If ▇▇▇▇▇▇ desires to grant sublicenses to Onconova Improvements under Section 2.1 to any Sublicensees who do not agree to provide to ▇▇▇▇▇▇ Control of Sublicensee Improvements made by or on behalf of such Sublicensee on such a royalty-free, fully-paid basis, the Parties will negotiate commercially reasonable terms under which ▇▇▇▇▇▇ may grant such a sublicense under Onconova Improvements to such Sublicensee for up to ** after ▇▇▇▇▇▇ requests that it have the right to grant such a sublicense to such Sublicensee. In such case, ▇▇▇▇▇▇ may only grant a sublicense under such Onconova Improvements to such Sublicensee after the Parties agree in writing on the applicable commercial terms.

Improvements and Inventions. 10.1.1. i) The Parties acknowledge that ▇▇▇▇▇▇ SymBio and its Sublicensees may change, improve or modify the Licensed Products Goods or otherwise make Inventions in the course of exercising ▇▇▇▇▇▇’▇ SymBio’s rights and performing its obligations under this Agreement, and that Onconova and its Licensees may change, improve or modify the Licensed Products Goods and otherwise make Inventions as Onconova and its Licensees continue to develop the Licensed Product outside the Licensed Territory and to manufacture Licensed Product for supply to ▇▇▇▇▇▇ SymBio for the Licensed Territory. 10.1.2. ii) Onconova will use Commercially Reasonable Efforts to obtain from its Licensees Control of Improvements made or developed by or on behalf of such Licensees, as well as Control of all intellectual property rights therein that are owned or controlled by such Licensees, in each case as necessary to provide ▇▇▇▇▇▇ SymBio access to rights to such Improvements as part of the Onconova Information, Onconova Know-How how or Onconova Patents, as applicable, in the Licensed Territory pursuant to this Agreement. Any such Improvements made by or on behalf of Onconova’s Licensees of which Onconova obtains Control shall be included in the Onconova Know-How, and all Patents claiming such Improvements of which Onconova obtains Control shall be included in the Onconova Patents; , provided that if any royalties or other fees are required to be paid to a Licensee in respect of such rights, ▇▇▇▇▇▇ SymBio shall be responsible for such payments to the extent reasonably allocable to the Licensed Product in the Licensed Territory. 10.1.3. ▇▇▇▇▇▇ iii) SymBio will use Commercially Reasonable Efforts to obtain from its Sublicensees Control of Improvements made or developed by or on behalf of such Sublicensees, as well as Control of all intellectual property rights therein that are owned or controlled by such Sublicensees, in each case as necessary to provide Onconova access to rights to such Improvements as part of the ▇▇▇▇▇▇ SymBio Information, ▇▇▇▇▇▇ SymBio Know-How how or ▇▇▇▇▇▇ SymBio Patents, as applicable, pursuant to this Agreement. Any such Improvements made by or on behalf of ▇▇▇▇▇▇’▇ SymBio’s Sublicensees of which ▇▇▇▇▇▇ SymBio obtains Control shall be included in the ▇▇▇▇▇▇ SymBio Know-How, and all Patents claiming such Improvements of which ▇▇▇▇▇▇ SymBio obtains Control shall be included in the ▇▇▇▇▇▇ SymBio Patents; , provided that if any royalties or other fees are required to be paid to a Sublicensee in respect of such rights, Onconova shall be responsible for such payments to the extent reasonably allocable to the Licensed Product outside the Licensed Territory. 10.1.3.1. iv) Onconova shall have the right to grant sublicenses under Section 2.2 with respect to ▇▇▇▇▇▇ SymBio Know-How and ▇▇▇▇▇▇ SymBio Patents that constitute Improvements (“▇▇▇▇▇▇ SymBio Improvements”) to any Licensees who agree to provide to Onconova Control of Improvements made by or on behalf of such Licensee (“Licensee Improvements”) on a royalty-free, fully-paid basis, enabling Onconova to provide to ▇▇▇▇▇▇ SymBio a sublicense pursuant to Section 2.1 under such Licensee Improvements at no additional cost to ▇▇▇▇▇▇SymBio. If Onconova desires to grant sublicenses to ▇▇▇▇▇▇ SymBio Improvements under Section 2.2 to any Licensees who do not agree to provide to Onconova Control of Licensee Improvements made by or on behalf of such Licensee on such a royalty-free, fully-paid basis, the Parties will negotiate commercially reasonable terms under which Onconova may grant such a sublicense under ▇▇▇▇▇▇ SymBio Improvements to such Licensee for up to ** after Onconova requests that it have the right to grant such a sublicense to such Licensee. In such case, Onconova may only grant a sublicense under such ▇▇▇▇▇▇ SymBio Improvements to such Licensee after the Parties agree in writing on the applicable commercial terms. 10.1.3.2. ▇▇▇▇▇▇ v) SymBio shall have the right to grant sublicenses under Section 2.1 with respect to Onconova Know-How and Onconova Patents that constitute Improvements (“Onconova Improvements”) to any Sublicensees who agree to provide to ▇▇▇▇▇▇ SymBio Control of Improvements made by or on behalf of such Sublicensee (“Sublicensee Improvements”) on a royalty-free, fully-paid basis, enabling ▇▇▇▇▇▇ SymBio to provide to Onconova a sublicense pursuant to Section 2.2 under such Sublicensee Improvements at no additional cost to Onconova. If ▇▇▇▇▇▇ SymBio desires to grant sublicenses to Onconova Improvements under Section 2.1 to any Sublicensees who do not agree to provide to ▇▇▇▇▇▇ SymBio Control of Sublicensee Improvements made by or on behalf of such Sublicensee on such a royalty-free, fully-paid basis, the Parties will negotiate commercially reasonable terms under which ▇▇▇▇▇▇ SymBio may grant such a sublicense under Onconova Improvements to such Sublicensee for up to ** after ▇▇▇▇▇▇ SymBio requests that it have the right to grant such a sublicense to such Sublicensee. In such case, ▇▇▇▇▇▇ SymBio may only grant a sublicense under such Onconova Improvements to such Sublicensee after the Parties agree in writing on the applicable commercial terms.