LONZA New IP Sample Clauses

LONZA New IP. Notwithstanding Section 11.1.3, LONZA shall own all right, title and interest in “LONZA New IP”, which as used in this Agreement means Intellectual Property that LONZA or its Affiliates, or other contractors or agents of LONZA develops, conceives, invents, or first reduces to practice or makes in the course of performance under this Agreement that (i) is generally applicable to the development or manufacture of biological materials or (ii) is an improvement of, or direct derivative of, any LONZA Materials, LONZA Confidential Information or LONZA Background Intellectual Property, and in each case, is made without reference to or use of CLIENT Confidential Information. As used in this Section 11.1.2, “generally applicable” means reasonably applicable to one or more products that are not the Product. CLIENT agrees to assign and hereby assigns to LONZA, and undertakes to have its Affiliates and subcontractors assign to LONZA, all of CLIENT’s and its Affiliates right, title and interest in and to the LONZA New IP.