Common use of Invention Assignments Clause in Contracts

Invention Assignments. Each Party covenants and agrees that all of its employees and all of its Affiliates’ employees acting under its or its Affiliates’ authority in the performance of such Party’s obligations hereunder shall be obligated under a binding written agreement or established corporate policy to assign to such Party, or as such Party shall direct, all Intellectual Property Rights discovered, made, conceived or reduced to practice by such employee as a result of such employee’s employment. In the case of all others acting in the performance of or on behalf of such Party with respect to such Party’s obligations hereunder, such as consultants, subcontractors, licensees, sublicensees, outside contractors, clinical investigators, agents, or non-employees working for non-profit academic institutions, such others shall also be so obligated under an agreement that meets the criteria of the preceding sentence, unless otherwise mutually approved by the Parties; provided that, in the case of an agreement with a Third Party academic or non-profit institution, a Party will have fulfilled its obligations under this sentence if such agreement provides that the contracting Party obtains an option to obtain a license to all Intellectual Property Rights discovered, made, conceived or reduced to practice by the Third Party in the course of such agreement. Each Party agrees to undertake to use Commercially Reasonable Efforts to enforce the agreements referenced in this Section 7.1(c) (including, where appropriate, by legal action) considering, among other things, the commercial value of such Intellectual Property Rights.