Common use of Joint Developments Clause in Contracts

Joint Developments. With respect to any inventions, technology, ideas, designs, methods, Patent Rights, copyrights or other intellectual property that are jointly developed by the Parties, or developed by the Systems Developer and/or Systems Manufacturer, whether solely or jointly with either Party (where joint development is as determined under the patent and other intellectual property laws of the United States) (“Joint Developments”), the Parties hereby agree that Varian will be the sole owner of all Joint Developments which relate directly to the Varian Pre-Existing Technology, and LipoScience hereby agrees to assign, and hereby does assign, all rights, title and interest in and to such Joint Developments to Varian, subject to the grants of license herein. The Parties further agree that all Joint Developments which relate directly to the LipoScience Pre-Existing Technology shall be solely owned by LipoScience, and Varian hereby agrees to assign, and hereby does assign, all rights, title and interest in and to such Joint Developments to LipoScience, subject to the grants of license herein. The Systems Developer and Systems Manufacturer shall also be required to agree to the foregoing assignments of ownership to Varian and LipoScience with respect to all intellectual property developed by them, whether solely or jointly, pursuant to their agreements with LipoScience. All remaining Joint Developments that are not assigned to either Varian or LipoScience shall be jointly owned by the Parties (the “Jointly-Owned Developments”), subject to the grants of license herein. Notwithstanding the foregoing, the Parties acknowledge and agree that (a) the [***], as well as that portion of the [***] necessary to [***] the [***], is a [***] and (b) all [***] which relate directly to [***] (including the [***],[***],[***] and other [***],[***],[***] and [***]) shall be considered to directly relate only to [***] and shall be [***] to [***].