Common use of Joint Project IP Clause in Contracts

Joint Project IP. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. (a) As between the Parties, each Party shall own an undivided, one-half interest in and to the Joint Project IP. (b) Subject to Sections 9.1.3(c) and 10.2 and each Party’s obligations of confidentiality and non-use under ARTICLE 8, each Party shall have the right to freely exploit the Joint Project IP in any manner for any purpose (including granting licenses thereunder) without any consent of or accounting of profits (or other financial obligations) to the other Party (and, to the extent any such consent is required by Applicable Law in any jurisdiction, such consent is hereby granted). For those countries where a specific license is required for a joint owner of the Joint Project IP to exploit such Joint Project IP in such countries, (i) Company hereby grants to Gilead a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable through multiple tiers, under Company’s right, title and interest in and to all Joint Project IP to exploit such Joint Project IP in accordance with the terms of this Agreement; and (ii) Gilead hereby grants to Company a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable through multiple tiers, under ▇▇▇▇▇▇’s right, title and interest in and to all Joint Project IP to exploit such Joint Project IP in accordance with the terms of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, unless otherwise agreed by the Parties in writing, neither Party shall use or permit its Affiliates to use (or grant or permit its Affiliates to grant any Third Party any rights to use) (i) any (A) Clinical Data within the Joint Project IP or (B) Sample Analysis Results, in either case ((A) or (B)), for the Restricted Purpose, or (ii) any Joint Project IP for the purpose of developing or commercializing the other Party’s Compound (or, in case of Company as the using, permitting or granting Party, any Biosimilar) or (except as required for conducting the Gilead Arm in accordance with this Agreement and the Protocol) the Combination Therapy (or any other combination of the Gilead Compound (or any Biosimilar) and the Company Compound).

Joint Project IP. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. (a) As between the Parties, each Party shall own an undivided, one-half interest in and to the Joint Project IP. (b) Subject to Sections 9.1.3(c) and 10.2 and each Party’s obligations of confidentiality and non-use under ARTICLE 8, each Party shall have the right to freely exploit the Joint Project IP in any manner for any purpose (including granting licenses thereunder) without any consent of or accounting of profits (or other financial obligations) to the other Party (and, to the extent any such consent is required by Applicable Law in any jurisdiction, such consent is hereby granted). For those countries where a specific license is required for a joint owner of the Joint Project IP to exploit such Joint Project IP in such countries, (i) Company hereby grants to Gilead a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable through multiple tiers, under Company’s right, title and interest in and to all Joint Project IP to exploit such Joint Project IP in accordance with the terms of this Agreement; and (ii) Gilead hereby grants to Company a perpetual, irrevocable, non-exclusive, worldwide, royalty-free, fully paid-up license, transferable and sublicensable through multiple tiers, under ▇▇▇▇▇▇Gilead’s right, title and interest in and to all Joint Project IP to exploit such Joint Project IP in accordance with the terms of this Agreement. (c) Notwithstanding anything to the contrary in this Agreement, unless otherwise agreed by the Parties in writing, neither Party shall use or permit its Affiliates to use (or grant or permit its Affiliates to grant any Third Party any rights to use) (i) any (A) Clinical Data within the Joint Project IP or (B) Sample Analysis Results, in either case ((A) or (B)), for the Restricted Purpose, or (ii) any Joint Project IP for the purpose of developing or commercializing the other Party’s Compound (or, in case of Company as the using, permitting or granting Party, any Biosimilar) or (except as required for conducting the Gilead Arm in accordance with this Agreement and the Protocol) the Combination Therapy (or any other combination of the Gilead Compound (or any Biosimilar) and the Company Compound). [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.