Common use of Ownership of Inventions Clause in Contracts

Ownership of Inventions. Inventorship of inventions conceived or reduced to practice in the course of activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patent.

Ownership of Inventions. Inventorship (a) Employee shall disclose all Inventions promptly and fully to the Company. (b) Except as excluded in Section 5(e) below, Employee hereby agrees to and hereby grants and assigns to the Company all of inventions conceived Employee’s right, title and interest in and to all Company Inventions and agrees that all such Company Inventions shall be the Company’s sole and exclusive property to the maximum extent permitted by law. (c) Employee shall at the request of the Company (but without additional compensation from the Company): (i) execute any and all papers and perform all lawful acts that the Company deems necessary for the preparation, filing, prosecution, and maintenance of applications for United States patents or reduced copyrights and foreign patents or copyrights on any Company Inventions, (ii) execute such instruments as are necessary to practice assign to the Company or to the Company’s nominee, all of Employee’s right, title and interest in any Company Inventions so as to establish or perfect in the course Company or in the Company’s nominee, the entire right, title and interest in such Company Inventions, and (iii) execute any instruments necessary or that the Company may deem desirable in connection with any continuation, renewal or reissue of activities performed under any patents in any Company Inventions, renewal of any copyright registrations for any Company Inventions, or contemplated in the conduct of any proceedings or litigation relating to any Company Inventions. All expenses incurred by the Employee by reason of the performance of any of the obligations set forth in this Agreement Section 5(c) shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned borne by the Parties Company. (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor d) Concurrent with Employee’s execution of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related Employee attaches a list and brief description of all unpatented inventions and discoveries, if any, made or conceived by Employee prior to Employee’s employment with the Programs, Company and that are to assign his or her interest in any invention conceived or reduced to practice in be excluded from this Agreement. If no such list is attached at the course time of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under execution of this Agreement, each Party it shall be conclusively presumed that Employee has waived any right he may have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account such invention or discovery which relates to the other Company’s business. (e) Provisions (a) through (d) of this Section 5 regarding assignment of right, title and interest do not apply to Inventions for profitswhich no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on Employee’s own time, unless (i) the Inventions relate either to the business of the Company, or to obtain any approval of the other Party to license, assignCompany’s actual or demonstrably anticipated research or development, or otherwise exploit Joint (ii) the Inventions and Joint Patents, result from any work directly or indirectly performed by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to Employee for the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint PatentCompany.

Ownership of Inventions. Inventorship of inventions conceived Each Party shall own any Inventions made solely by its (or reduced to practice its Affiliates’) own employees, agents, or independent contractors in the course of conducting its activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employeesAgreement, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties together with all intellectual property rights therein (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint PatentSole Inventions”). If such an invention is solely invented by an The Parties shall jointly own any Inventions for which the inventors include at least one employee, consultant agent, or independent contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7or its respective Affiliates) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such performing activities under this Agreement, together with all intellectual property rights therein (“Joint Inventions”); provided that, any Inventions that are not Covered by a Product Claim and are improvements to the Party DART Platform or Platform Patents (such Inventions, “MacroGenics Platform Inventions”) shall be treated as MacroGenics’ Sole Inventions and shall not constitute “Joint Inventions” or Provention’s “Sole Inventions” for which such employeepurposes of this Agreement but shall be deemed included in the license granted to Provention pursuant to Section 2.1(ii) and any Inventions that are Covered by a Product Claim shall be deemed included in the license granted to Provention pursuant to Section 2.1(i); provided further, consultant or contractor is providing Provention hereby assigns, and agrees to assign to MacroGenics, all of its servicesand Provention Group’s right, title and interest in MacroGenics Platform Inventions, together with all intellectual property rights in the foregoing. Inventorship shall be determined in accordance with U.S. patent laws. Subject to the rights any licenses granted under this Agreement, each Party shall will have the right to practice and exploit Exploit any Joint Inventions and without the duty of accounting to any other Party or seeking consent (for licensing, assigning or otherwise exploiting Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of Inventions) from the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of the joint ownership thereof, ; and each Party hereby waives any right it such Party may have under the Laws laws of any jurisdiction to require any such approval or accounting; and accounting and, to the extent there are any applicable Applicable Laws that prohibit such a waiver, each Party will be deemed to have so consentconsented. Each In furtherance thereof, at the reasonable written request of a Party, the other Party agrees will in writing grant such consents and confirm that no such accounting is required to be named as a party, if necessary, to bring or maintain a lawsuit involving a effect the foregoing regarding Joint Invention or Joint PatentInventions.

Ownership of Inventions. Inventorship of inventions conceived or reduced (a) Subject to practice in the course of activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”Section 13.1(b), and if one or more claims included ownership of all Inventions will be assigned based on inventorship, as determined in an issued Patent or pending Patent application which is filed in a accordance with the rules of inventorship under United States patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Partylaws. Each Party shall enter into binding agreements obligating owns all Inventions that are made solely by its and its Affiliates’ employees, agents, consultantsand independent contractors during the performance of activities under this Agreement (“Sole Inventions”). The Parties shall jointly own all Inventions that are made jointly by the employees, contractorsagents, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreementindependent contractors of one Party and its Affiliates together with the employees, including activities related to the Programsagents, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval independent contractors of the other Party to license, assign, or otherwise exploit and its Affiliates (“Joint Inventions”). Patents claiming the Joint Inventions and are “Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent”. Each Party agrees owns an undivided half interest in the Joint Inventions, without a duty of accounting or an obligation to be named as seek consent from the other Party, for the exploitation or license of the Joint Inventions (subject to the licenses granted to the other Party under this Agreement). (b) Notwithstanding Section 13.1(a), Entasis shall solely own all right, title, and interest in and to all sole or joint patentable Inventions arising under this Agreement that relate to the composition of matter or the method of use of a partyCompound or Licensed Product (including all Patents claiming such Inventions) (“Entasis-Owned Inventions”). Zai shall and hereby does assign to Entasis all of Zai’s right, if necessarytitle, and interest in and to bring all Entasis-Owned Inventions. Zai shall take (and cause its employees, agents, contractors and Sublicensees to take) such further actions reasonably requested by Entasis to evidence such assignment and to obtain patent and other intellectual property rights protection for such Inventions outside of the Territory. Zai shall obligate its Affiliates, Sublicensees and contractors to assign all Entasis-Owned Inventions to Zai so that Zai can comply with its obligations under this Section 13.1. (c) Each Party shall promptly disclose to the other Party all Inventions, including all invention disclosure or maintain other similar documents submitted to a lawsuit involving a Joint Invention Party by its or Joint Patentits Affiliates’ employees, agents, Sublicensees or contractors relating to such Inventions, and shall also promptly respond to reasonable requests from the other Party for additional information relating to such Inventions.

Ownership of Inventions. Inventorship As between the Parties, all right, title and interest to inventions and other intellectual property (including Know-How) made (a) by Hospira personnel in connection with this Agreement, but not any Pfenex personnel, shall be owned by Hospira (“Hospira Inventions”), (b) by Pfenex personnel in connection with this Agreement, but not any Hospira personnel, shall be owned by Pfenex (“Pfenex Inventions”) and (c) made jointly by personnel of inventions conceived or reduced to practice Hospira and Pfenex in the course of activities performed under or contemplated by connection with this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties Hospira and Pfenex (each such invention, a “Joint InventionInventions”); provided, that Hospira hereby grants to Pfenex a fully-paid, irrevocable, non-exclusive license (with the right to grant and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in authorize sublicenses) [***]. Notwithstanding the Territory claim such Joint Inventionforegoing, such issued Patent or such pending Patent application Pfenex shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party shall only have the right to practice sublicense its rights under the Hospira Manufacturing License to Third Parties (i) solely for use with manufacturing/production of products implementing or utilizing any Pfenex Technology or [***] Certain information in this document has been omitted and exploit Joint Inventions filed separately with the Securities and Joint PatentsExchange Commission. Confidential treatment has been requested with respect to the omitted portions. Pfenex Expression Technology, without and (ii) solely from Third Parties whom Pfenex has obtained Control of manufacturing developments which are substantially similar those licensed to Pfenex under the Hospira Manufacturing License (i.e., which are licensed to Hospira hereunder). Except as expressly provided in this Agreement, it is understood that neither Party shall have any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, assign or otherwise exploit any Joint Inventions and or Patents claiming the same (any, a “Joint PatentsPatent”), by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Applicable Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees shall make such assignments, and hereby makes such assignments, as necessary to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patenteffect the foregoing.

Ownership of Inventions. Inventorship of inventions conceived or reduced 13.1.1 Each Party shall promptly disclose to practice the other Party all Inventions made under the Agreement during the Term. Each Party shall own all right, title and interest in the course of activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining and to inventorship. If such inventions are jointly any Inventions invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating own a fifty percent (50%) undivided interest in all employees, agents, consultants, contractors, and subcontractors (Joint Inventions. Except as expressly provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related Agreement and subject to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreementrestrictions therein, each Party shall have the right to practice and exploit Joint Inventions and Joint Patentsjoint owner may make, without any obligation to account to the other for profitsuse, or to obtain any approval of the other Party to sell, keep, license, assign, or otherwise exploit mortgage such Joint Inventions and Joint Patents, by reason of joint ownership thereofInventions, and each Party hereby waives any right it may have under otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the Laws consent of any jurisdiction and without accounting to require the other joint owner, provided that any such approval assignment, license or accounting; other disposition or use (i) shall at all times be and remain subject to the extent there are grants of rights and accompanying conditions and obligations with respect thereto under this Agreement, and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to Research, Develop and Commercialize Products in at least the same scope as prior to such assignment, license or other disposition. Inventorship for Inventions, including Joint Inventions, shall be determined in accordance with the patent laws of the ▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code). 13.1.2 Upon initiation of the first Phase I Study for a Development Candidate pursuant to Section 1.86, such Vitae Patent(s) which specifically Cover(s) the composition of matter for such Development Candidate shall be jointly owned by the Parties. In addition, Vitae shall provide BI with copies of all related Patent documentation (i.e., all search reports, correspondence with the competent patent offices and other documents relating to the prosecution or maintenance of such Vitae Patents). Vitae shall assign, transfer and convey, also on behalf of its Affiliates (other than any applicable Laws that prohibit Acquiring Entity), on the condition precedent of initiation of the first Phase I Study (“Assignment Date”) to BI co-ownership rights in such a waiverVitae Patent(s) in all countries, each Party will be deemed to so consent. Each Party agrees in particular the right to be named and entered into national and regional patent registers as a partyco-owner of said Vitae Patent(s). Vitae shall perform all acts necessary to vest joint ownership in BI in said Vitae Patents, including execution and delivery of all declarations, certificates and other documents, and entry into additional agreements with BI, if necessary. If it is necessary to obtain the consent of Lighthouse Capital Partners V, L.P. (“Lighthouse”) to bring effect a valid assignment to BI pursuant to this Section 13.1.2 and Vitae determines that it will not be able to obtain such consent from Lighthouse as of the Assignment Date, then Vitae will do all acts necessary to effect the aforementioned assignment, including paying to Lighthouse the full amount of any outstanding loans made to Vitae, thereby terminating its agreement with Lighthouse, prior to the Assignment Date. In the event that (i) it is necessary to obtain such consent for the aforementioned purpose and Vitae has not obtained such consent upon Assignment Date, or maintain (ii) Vitae has not performed all necessary acts for giving the effect of the assignment upon Assignment Date at the latest, then BI shall be entitled to make any outstanding payments hereunder directly to Lighthouse and deduct such amounts from any royalties or regulatory milestone payments due hereunder in order to satisfy any outstanding loans of Vitae vis-à-vis Lighthouse. (a) Vitae shall inform BI in writing after co-ownership in said Vitae Patents has been established in a lawsuit involving valid manner. Upon assignment of said co-ownership rights, such Vitae Patent(s) shall be deemed and treated as Joint Patent(s). (b) Any costs, expenses or other fees incurred pursuant to this Section 13.1.2, in particular any governmental, notarization, legalization or official fees, for or in connection with the transfer and assignment of the co-ownership rights in said Vitae Patent(s) and the transfer of any related Patent documentation shall be reimbursed by BI within thirty (30) days after receipt of an invoice (detailing value added tax separately) and proper documentation for such fees. (c) For avoidance of doubt, Vitae shall be required to assign co-ownership rights to only one Vitae Patent per Development Candidate per jurisdiction or country. Vitae shall not be required to assign Vitae Patents not Covering the composition of matter for a Development Candidate or any Vitae Patents with broad generic claims, even if such Development Candidate may be within the scope of such generic claims. In each jurisdiction or country, Vitae shall assign co-ownership rights to the single Vitae Patent containing the narrowest claims that still Cover the Development Candidate. In addition, if there is already a Joint Invention or Joint PatentPatent that specifically Covers the composition of matter for such Development Candidate in a country/jurisdiction, Vitae shall not be required to assign co-ownership rights to any other Vitae Patents.

Ownership of Inventions. Inventorship shall be determined in accordance with U.S. patent laws. Any Invention made solely by employees, agents, or independent contractors of inventions conceived a Party or reduced to practice its Affiliates in the course of performing activities performed under or contemplated by this Agreement Agreement, together with all intellectual property rights therein (“Sole Inventions”) shall be determined owned by application such Party; provided that Onconova shall own, and ▇▇▇▇▇▇ (on behalf of itself and its Affiliates) hereby assigns to Onconova, all Sole Inventions related to the composition of matter or use of the Licensed Product and all other Sole Inventions specifically related to the Licensed Product. Any Invention made jointly by at least one (1) employee, agent, or independent contractor of each Party or such Party’s Affiliate, together with all intellectual property rights therein (“Joint Inventions”), shall be owned jointly by the Parties in accordance with joint ownership interests of co-inventors under U.S. patent Laws pertaining laws, with each joint Party having, unless otherwise set forth in this Agreement, the unrestricted right to inventorshiplicense and grant rights to sublicense any such Joint Invention; provided that Onconova shall own, and ▇▇▇▇▇▇ (on behalf of itself and its Affiliates) hereby assigns to Onconova, all Joint Inventions related to the composition of matter or use of the Licensed Product and all other Joint Inventions specifically related to the Licensed Product. If To the extent necessary to effect the foregoing, each Party hereby grants to the other party a nonexclusive, royalty-free, worldwide license, with the right to grant sublicenses, under such inventions are jointly invented by one Party’s interest in Joint Inventions, for any and all purposes; provided that the foregoing shall not apply to any uses of such Joint Inventions for which the receiving Party otherwise retains an exclusive license pursuant to this Agreement, with such proviso to apply only for so long as such receiving Party retains such exclusive license. For the avoidance of doubt, ▇▇▇▇▇▇ Inventions and Joint Inventions relating generally to the formulation and/or administration of pharmaceutical products do not relate to the composition of matter or more employeesuse of the Licensed Product and shall not be assigned solely to Onconova, consultants or contractors but (in the case of each Party, such inventions Joint Inventions) shall be remain jointly owned by the Parties or (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application case of ▇▇▇▇▇▇ Inventions) shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party▇▇▇▇▇▇ Know-How and, if necessarythe subject of patent rights, to bring or maintain a lawsuit involving a Joint Invention or Joint Patent▇▇▇▇▇▇ Patents.

Ownership of Inventions. Inventorship 10.2.1 KHK will retain ownership of inventions conceived or reduced to practice in the course all KHK Inventions and UGNX will retain ownership of activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by all UGNX Inventions and the Parties (each such invention, a “will jointly own Joint Invention”)Inventions. The Parties shall reasonably cooperate with respect to, and if one or more claims included in an issued Patent or pending Patent application which is filed in a [***], the preparation, filing, prosecution and maintenance of any patents and/or patent office in the Territory claim applications on any such Joint InventionInventions. In connection with the foregoing, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each shall agree upon a lead Party to administer such filing, prosecution and maintenance of any such patent application or patentapplications and/or patents on Joint Inventions and the lead Party shall provide the non-lead Party a reasonable opportunity to review, a “Joint Patent”). If comment on and approve (such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall approval not to be solely owned by such Party, unreasonably withheld) in advance any material filings and any Patent application filed claiming such solely owned invention shall also be solely owned by such Partycorrespondence with applicable patent offices with respect thereto. Each Party will have the right to abandon any such patents or patent applications on a patent-by-patent (or application-by-application) or country-by country basis, provided that, if the abandoning Party is the lead Party, the lead Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related provide reasonable advance notification to the Programsnon-lead Party (i.e., with sufficient time for the non-lead Party to assign his or her interest in any invention conceived or reduced to practice in the course of such activities take whatever reasonable action may be necessary) prior to the Party for date on which such employeeLicensed Patent Rights will lapse, consultant go abandoned (other than to file a continuation application for the same subject matter) or contractor is providing its servicesotherwise diminish. Subject to the rights licenses granted under this Agreementto each Party hereunder in their respective territories, each Party shall will have the right full rights to practice exploit and exploit license such Joint Inventions (and Joint Patentsjoint any patent rights therein), without any obligation to account or requirement of an accounting to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereofParty, and each Party hereby waives consents to such exploitation and licensing of the other Party for Joint Inventions. For the avoidance of doubt, all KHK Inventions (including KHK’s rights to any right it may have Joint Inventions, but on a royalty-free basis) will be included within the Licensed Technology hereunder and licensed to UGNX pursuant to Article 2. 10.2.2 Subject to the terms and conditions of this Agreement, UGNX hereby grants to KHK and its Affiliates a non-exclusive, royalty-free, sublicenseable (except as provided below) license under the Laws UGNX Inventions (including UGNX’s rights to any Joint Inventions) to develop, use, sell, offer for sale, make, import and export (and to have such actions taken on its behalf by agents, contractors and other Third Party service providers) the Drug Substance and the Licensed Products for all indications and all fields in the Rest of the World, and in the Profit Share Territory and the European Territory. 10.2.3 Each Party shall cause all Persons who perform development activities or regulatory activities for such Party relating in whole or in part to the Licensed Products or otherwise to under this Agreement to assign to such Party all their rights and title in any jurisdiction inventions conceived, made or generated or to require any be conceived, made or generated by them and resulting in whole or in part from such approval or accounting; and activities, except to the extent there are any applicable Applicable Laws that prohibit such a waiverrequirement, each Party will and further except in the case of governmental, not-for-profit and public institutions which have standard policies against such an assignment (in which case a suitable license, or right to obtain such a license, shall be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentobtained and maintained).

Ownership of Inventions. Inventorship of inventions conceived or reduced to practice in the course of activities performed under or contemplated by this Agreement (a) Rosetta Collaboration Inventions and any patents and patent applications on Rosetta Collaboration Inventions shall be determined owned by application of U.S. and assigned to Rosetta. Agilent Collaboration Inventions and any patents and patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions applications on Agilent Collaboration Inventions shall be jointly owned by the Parties (each such invention, a “and assigned to Agilent. Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, Collaboration Inventions and any Patent application filed claiming such solely patents and patent applications on Joint Collaboration Inventions will be owned invention shall also be solely owned jointly by such PartyRosetta and Agilent and treated as joint inventions under the United States laws applicable to joint inventions. Each No Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in will have any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation duty to account to the other for profitsprofits or revenues generated from the commercialization of Joint Collaboration Inventions except as otherwise specifically provided in this Agreement. (b) Rosetta shall disclose to Agilent the complete texts of all patents and patent applications within the Inkjet Patents, Oligo Set Design Patents, and Rosetta Patents filed by Rosetta which relate to any Collaboration Product, Collaboration Product Enhancement or Collaboration Invention, as well as all information received by it concerning the institution or possible institution of any interference, opposition, re-examination, reissue, revocation, nullification or any other official proceeding of which it has knowledge in any jurisdiction involving any patent licensed to obtain any approval Agilent hereunder. Rosetta agrees to keep Agilent promptly and fully informed of the course of patent prosecution or other proceedings in respect of Collaboration Products, Collaboration Product Enhancement or Collaboration Inventions including by providing Agilent with copies of substantive communications, search reports and Third Party observations submitted to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right received from patent offices. Agilent shall hold all information disclosed to it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named this Section 8.1(b) as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentconfidential in accordance with Section 9.

Ownership of Inventions. Inventorship of (a) Except as otherwise set forth herein, all inventions conceived and discoveries created or reduced to practice in by employees or agents of one party as a result of such party’s activities under the course Agreement during the term of activities performed under or contemplated by this Agreement (“Sole Inventions”) shall be determined by application the property of U.S. patent Laws pertaining to inventorshipsuch party, except as otherwise provided herein. If employees or agents of Conor or Phytogen jointly develop any invention or discovery, Conor and Phytogen shall each own an undivided one-half (1/2) interest, without a duty of accounting to the other party, in and to such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties invention (each such invention, a “Joint Invention”), except as otherwise provided herein. (b) Notwithstanding any other provision of this Agreement, with respect to Phytogen’s Sole Inventions and if one Joint Inventions relating to the Conor Core Technology, Phytogen shall assign its interest in such Sole or more claims included Joint Invention to Conor at no charge, and shall execute and cause to be executed such documents as may be reasonably requested by Conor in an issued Patent order to evidence and perfect such assignment. Notwithstanding any other provision of this Agreement, with respect to Conor’s Sole Inventions and Joint Inventions relating to the Phytogen Core Technology, Conor shall assign its interest in such Sole Inventions and Joint Inventions to Phytogen at no charge, and shall execute and cause to be executed such documents as may be reasonably requested by Phytogen in order to evidence and perfect such assignment.. All information regarding Sole Inventions or pending Patent application which is filed in Joint Inventions assigned to a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application party hereunder shall be the Confidential Information of the party to which such inventions were assigned. If after giving effect to the foregoing sentence, any Joint Invention is jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted parties under this AgreementSection 9.1, each Party party and its Affiliates shall have the right to independently practice such Joint Invention and exploit to make, use, sell, offer for sale and import Product covered by such Joint Inventions Invention, but each party shall not have the right to assign or sublicense its rights in and to such Joint Patents, Invention without any obligation to account to the other for profits, or to obtain any approval consent of the other Party party, except as permitted in this Agreement. Phytogen may grant sublicenses under jointly owned Joint Inventions to licenseThird Parties or Affiliates without Conor’s prior consent, assignsolely for the purpose of making, using, selling, offering for sale, or otherwise exploit importing Product. Conor may grant sublicenses under jointly owned Joint Inventions and Joint Patentsto Third Parties or Affiliates without Phytogen’s prior consent, by reason solely for the purpose of joint ownership thereofmaking, and each Party hereby waives any right it may have under using, selling, offering for sale, or importing implantable medical devices for use with the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint PatentProduct.

Ownership of Inventions. Inventorship MedImmune shall own all MedImmune IP Rights. Inovio shall own all Inovio IP Rights. Notwithstanding the foregoing, MedImmune shall own all Inventions and Know-How related to any MedImmune Compound (“MedImmune Compound IP”) including any Inventions and Know-How relating to the combination of 3112 Products and any MedImmune Compound. Title to Collaboration IP, excluding MedImmune Compound IP, and the inventions contained therein conceived or reduced made by a Party or its employees or independent contractors (including those of its Affiliates, Sublicensees and other Third Parties) shall belong to practice such Party as determined based on inventorship in the course accordance with US patent laws. Any Collaboration IP conceived or made by both Parties or their employees or independent contractors (including those of activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employeesits Affiliates, consultants or contractors of each Party, such inventions Sublicensees and other Third Parties) shall be jointly owned by the Parties. Each Party hereby agrees to take such action as necessary to evidence, and shall require all of its employees, contractors, sublicensees and agents, and any Affiliates and permitted Third Parties working on its behalf under this Agreement (each and their respective employees, contractors and agents) to take such invention, action as necessary to evidence the foregoing ownership rights in and to any such Collaboration IP. Regarding any Collaboration IP covering a 3112 Product (“Joint Invention3112 IP Patent Rights”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim Parties agree that should such Joint Invention, such issued Patent or such pending Patent application shall Collaboration IP be jointly owned by MedImmune and cover a 3100 Product, then MedImmune shall grant Inovio fully paid-up, non-exclusive rights to such Collaboration IP to make, use and sell 3100 Product worldwide in compliance with section 2.3, above. MedImmune shall not, before, on or after the Parties (each such patent application Effective Date, have any obligation to contribute to any remuneration of any inventor employed or patent, a “Joint Patent”). If such an invention is solely invented previously employed by an employee, consultant Inovio or contractor any of a Party, such invention shall be solely owned by such Party, and its Affiliates or make any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (other payment save as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest License Agreement in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval respect of the other Party to licenseProduct, assign, Delivery Device IP or otherwise exploit Joint Inventions Enabling Technology Patents or Know-How. Inovio or its Affiliates have paid and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any will pay all such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentremuneration.

Ownership of Inventions. Inventorship of All inventions conceived or reduced arising from the Parties’ activities pursuant to practice in the course of activities performed under or contemplated by this Agreement PCA during the Joint Development Period, including any Patents covering such inventions, shall be determined by application of U.S. patent Laws pertaining to inventorship. If owned as follows: (a) All inventions arising from the Parties’ activities under the PCA (each, a “Collaboration Invention”) and any Patent covering any such inventions are jointly invented by one or more employeesan invention (each, consultants or contractors of each Partya “Collaboration Invention Patent”) and Know-How arising from the Parties’ activities under the PCA (Collaboration Invention Patents and such Know-How, such inventions collectively, “Collaboration Technology”) shall be jointly owned by Buyer. Notwithstanding the Parties previous sentence, Collaboration Invention and Collaboration Technology shall exclude any Seller Next Generation Delivery System Inventions and Seller Next Generation Delivery System Technology. Seller and Affiliates of Seller shall assign, and hereby assign, to Buyer all right, title and interest in and to Collaboration Inventions, and all right, title and interest in, to and under Collaboration Technology, in each case, held by Seller and/or Affiliates of Seller. Seller shall, and shall cause its Affiliates to, cooperate with Buyer and take all reasonable actions and execute agreements, instruments and documents as may be reasonably required to perfect Buyer’s right, title and interest in and to Collaboration Inventions and Buyer’s right, title and interest in, to and under Collaboration Technology. (b) All inventions arising from the Parties’ activities under the PCA that relate solely to the Seller Next Generation Delivery System (each a “Seller Next Generation Delivery System Invention”) and any Patent covering such an invention (each such inventionPatent to constitute a Seller Next Generation Delivery System Patent) and Know-How arising from the Parties’ activities under the PCA that relates solely to the Seller Next Generation Delivery System (Seller Next Generation Delivery System Patents and such Know-How, a collectively, “Joint InventionSeller Next Generation Delivery System Technology”)) shall be owned by Seller. Buyer and Affiliates of Buyer shall assign, and if one or more claims included hereby assign, to Seller all right, title and interest in an issued Patent or pending Patent application which is filed and to Seller Next Generation Delivery System Inventions, and all right, title and interest in, to and under Seller Next Generation Delivery System Technology, in a patent office each case, held by Buyer and/or Affiliates of Buyer. Buyer shall, and shall cause its Affiliates to, cooperate with Seller and take all reasonable actions and execute agreements, instruments and documents as may be reasonably required to perfect Seller’s right, title and interest in the Territory claim such Joint Inventionand to Seller Next Generation Delivery System Inventions and Seller’s right, such issued Patent or such pending Patent application title and interest in, to and under Seller Next Generation Delivery System Technology. (c) Determination of inventorship shall be jointly owned by the Parties (each such made in accordance with United States patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentlaws.

Ownership of Inventions. Inventorship Subject to the licenses set forth in Article 3 and the rights set forth in this Article 9, Ovid shall retain ownership of inventions the Ovid Intellectual Property and Takeda shall retain ownership of the Takeda Intellectual Property. As between the Parties all right, title and interest to Inventions conceived or and reduced to practice in practice, or otherwise created, (i) by or under the course authority of activities performed under Ovid or contemplated by this Agreement its Affiliates or sublicensees, independently of Takeda and its Affiliates, shall be determined owned by application Ovid (“Ovid Inventions”); (ii) by or under the authority of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented Takeda or its Affiliates or sublicensees, independently of Ovid and its Affiliates, shall be owned by one Takeda (“Takeda Inventions”); and (iii) by personnel of Ovid or more employees, consultants its Affiliates and Takeda or contractors of each Party, such inventions its Affiliates shall be jointly owned by the Parties Ovid and Takeda (each such invention, a “Joint InventionInventions”), and if one or more claims included in an issued Patent or pending . Any Patent application claiming a Joint Invention, which is filed in by a patent office in Party or its Affiliate after the Territory claim such Joint InventionEffective Date, such issued Patent or such pending Patent application together with any resulting Patent, shall be jointly owned by the Parties (each such patent application or patent, referred to herein as a “Joint Patent”. Ovid’s interest in any Inventions shall be automatically included in the Ovid Intellectual Property (to the extent applicable). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention Takeda’s interest in any Inventions shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Partyautomatically included in the Takeda Intellectual Property (to the extent applicable). Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (Except as expressly provided otherwise in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each neither Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party for, nor pay the other Party any share of the proceeds from or otherwise account to licensethe other Party for, assignthe practice, enforcement, licensing, assignment or other exploitation of Joint Inventions, or otherwise exploit any Joint Inventions and Joint Patents, by reason of joint ownership thereofPatents or other intellectual property rights therein, and each Party hereby waives any right it may have under the Laws laws of any jurisdiction country to require any such approval approval, sharing or accounting; and , to the extent there are such practice, enforcement or licensing relates to products other than the Compound or any applicable Laws that prohibit such a waiverProduct, each Party will be deemed and relates to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentany indications outside the Field.

Ownership of Inventions. Inventorship The Parties shall promptly notify each other in confidence of inventions conceived or reduced to practice in the course any Inventions. Ownership of activities performed under or contemplated by this Agreement Inventions shall be determined by application the following provisions: 8.3.1. Clovis Oncology shall own all Inventions (regardless of U.S. patent Laws pertaining inventorship) that relate solely to the Clovis Oncology Compound (“Clovis Oncology Inventions”). RMS shall own all Inventions (regardless of inventorship) relating solely to the EGFR Assay and the Diagnostic Field (“RMS Inventions”); and 8.3.2. If such inventions are jointly invented by one or more employeesSubject to Section 7.5, consultants or contractors all other Inventions (regardless of each Party, such inventions inventorship) shall be jointly owned by the Parties (each such invention, a “Joint InventionInventions”). 8.3.3. Where applicable under Sections 8.3.1 and 8.3.2, the Parties agree to and do hereby assign any and all right, title, and interest in such Inventions to the other Party. The Parties agree (and agree to cause their Affiliates), upon request by the other Party and at the other Party’s cost and expense, to promptly execute any and all documents deemed necessary or appropriate by the other Party (and/or their Affiliates) to memorialize, effect or perfect the assignments under this Section 8.3.3 throughout the world. Clovis Oncology shall be responsible for the prosecution and maintenance of any Patent applications and Patents claiming or covering any Clovis Oncology Inventions, and RMS shall be responsible for the prosecution and maintenance of any Patent applications and Patents claiming or covering any RMS Inventions and any Joint Inventions (the “Joint Patents”), and if one Clovis Oncology shall (and shall cause its Affiliates to) reasonably cooperate with RMS in connection with the same, including without limitation, upon the request of RMS, promptly executing any and all Patent applications, formal documents, assignments, or more claims included other instruments which RMS deems necessary or reasonably useful for the filing, prosecution, maintenance, enforcement and/or defense of any Patent applications or Patents claiming or covering any such Inventions, which may be filed or prepared at RMS’ cost and expense. RMS shall keep Clovis Oncology reasonably informed of prosecution activities with respect to the Patent applications for Joint Patents. RMS shall provide Clovis Oncology with a copy of material communications from any patent authority regarding such Joint Inventions, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses so that Clovis Oncology may have an issued opportunity to review and comment. If RMS abandons, ceases prosecution or does not maintain any Joint Patent or pending Patent application which is filed in a patent office anywhere in the Territory claim such Joint Inventionworld, such issued Patent then RMS shall provide Clovis Oncology written notice of at least thirty (30) calendar days prior to any deadline for taking action to avoid abandonment (or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor other loss of a Party, such invention shall be solely owned by such Party, rights) and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party Clovis Oncology shall have the right right, in Clovis Oncology’s sole discretion, to practice file for or continue prosecution and/or maintenance of such Joint Patent at its own expense. If Clovis Oncology elects to assume responsibility for the filing, prosecution and/or maintenance of a Joint Patent abandoned by RMS, then upon Clovis Oncology’s request, RMS shall assign to Clovis Oncology all of RMS’ right, title and exploit interest in and to such Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereofPatent, and each Party hereby waives any right it may have under the Laws of any jurisdiction shall execute such documents necessary to require any evidence such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentassignment.

Ownership of Inventions. Inventorship Subject to the terms hereof, including the licenses and other rights granted hereunder, all Inventions shall be owned as follows: (a) Nerviano shall own the entire right, title and interest in and to all Inventions (including all patents and other intellectual property rights thereto) made solely by its employees or others acting on behalf of inventions conceived Nerviano (or reduced to practice solely by such persons and Third Parties performing work for Nerviano) in the course Development of Products or other activities performed undertaken under or contemplated by this Agreement (“After-Developed Nerviano Inventions”). All After-Developed Nerviano Inventions will be included in the licenses and rights granted under Article 3 above; (b) Ignyta shall own the entire right, title and interest in and to all Inventions (including all patents and other intellectual property rights thereto) made solely by its employees or others acting on behalf of Ignyta (or solely by such persons and Third Parties performing work for Ignyta) in the Development of Products or other activities undertaken under this Agreement; (c) The Parties shall jointly own all Joint Inventions (as defined below). Nerviano’ rights in and to each Joint Invention (including all patent rights and other intellectual property rights to it) will be determined by application included in the licenses and rights granted under Article 3 above, and, subject to such license and rights, each Party may make, use, sell, keep, license or assign its interest in Joint Inventions and otherwise undertake all activities a sole owner might undertake with respect to such Joint Inventions, without the consent of U.S. and without accounting to the other Party. “Joint Inventions” means Inventions for which it is determined, in accordance with United States patent Laws pertaining to inventorship. If such inventions are jointly invented by law, that both: (i) one or more employees, consultants or contractors agents of each Party, Nerviano or any other persons obligated to assign such inventions shall be jointly owned by the Parties Invention to Nerviano; and (each such invention, a “Joint Invention”), and if ii) one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under consultants or contemplated by this Agreement, including activities related to the Programs, agents of Ignyta or any other persons obligated to assign his or her interest in any invention conceived or reduced such Invention to practice in the course of such activities to the Party for which such employeeIgnyta, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of are joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentinventors.

Ownership of Inventions. Inventorship 9.1.1 Except as otherwise set forth in Sections 9.1.2 through 9.1.7 below, the entire right and title in all discoveries, inventions or other technology, data or information (whether patentable or not), together with all patent and other intellectual property rights therein, made or conceived during and as a result of a Development Program or the performance of other obligations under this Agreement, (e.g., manufacturing) (collectively, the "Inventions") (a) by employees of Gen-Probe or others acting solely on behalf of Gen-Probe (the "Gen-Probe Inventions") shall be owned solely by Gen-Probe, (b) by employees of Chiron or others acting solely on behalf of Chiron (the "Chiron Inventions") shall be owned solely by Chiron, and (c) jointly by employees of Gen-Probe or others acting on behalf of Gen-Probe and employees of Chiron or others acting on behalf of Chiron (the "Joint Inventions") shall be owned jointly by Gen-Probe and Chiron. (a) Chiron Inventions shall be included within the Chiron IP Rights, Gen-Probe Inventions shall be included within the Gen-Probe IP Rights, and Joint Inventions shall be within both the Chiron IP Rights and Gen-Probe IP Rights, so that they are available for use within the scope of this Agreement. (b) Each party shall have the right, subject to the provisions of this Agreement, to freely exploit, transfer, license or encumber its rights in both its own inventions conceived hereunder (except that each party expressly agrees that this sentence does not create in any way an implied license to the intellectual property of the other party and that there are no such implied licenses in this Agreement) and in any Joint Invention hereunder (or reduced the patent and other intellectual property rights therein) without the consent of, or compensation or accounting to, the other party, except as to practice a Joint Invention to the extent that: (i) Such use or application of a Joint Invention would require a license from the other party (under a Valid Claim other than those claiming the Joint Invention) each party expressly agreeing that in this Agreement there are no implied licenses to the intellectual property of the other party); and (ii) except that, absent mutual written agreement, no use of any such Joint Invention shall be made during any term of this Agreement in connection with a Competitive Probe Assay (which shall mean for all purposes of this Agreement (i) as to both parties, a nucleic acid probe-based assay which is used for the same clinical indication as any Initial Blood Screening Assay, Future Blood Screening Assay, or Initial Clinical Diagnostic Assay developed under this Agreement; and (ii) as to Gen-Probe, a nucleic acid probe-based assay which is used for the same clinical indication as any Exclusive Future Clinical Diagnostic Assay.) 9.1.2 Neither Chiron nor Gen-Probe shall have any rights in or to the patent rights or other intellectual property rights of the other party for any use or application other than those expressly and specifically granted by this Agreement. 9.1.3 The parties acknowledge and agree that, notwithstanding that only limited rights have been granted hereunder, certain new technology may be discovered, invented or created solely by Chiron through Chiron's use of the Gen-Probe IP Rights within the uses and in the course of activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or manner contemplated by this Agreement. The Parties also acknowledge and agree that, including activities related to notwithstanding that only limited rights have been granted hereunder, certain new technology may be discovered, invented or created solely by Gen-Probe through Gen-Probe's use of the Programs, to assign his or her interest in any invention conceived or reduced to practice Chiron IP Rights within the uses and in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under manner contemplated by this Agreement, each Party shall have the right to practice . The rights and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval obligations of the other Parties with respect to all such new technology shall be governed by this Article 9. 9.1.4 As used herein, a "Derivative Invention" shall mean any Invention made after the date of this Agreement and claimed in a Valid Claim of the Inventing Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patent.which:

Ownership of Inventions. Inventorship of inventions conceived or reduced to practice in the course of activities performed under or contemplated by this Agreement shall Inventions will be determined by application in accordance with the rules of U.S. inventorship under United States patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its serviceslaws. Subject to the rights licenses granted under this Agreement, as between the Parties, Licensee will own all Licensee Inventions, POZEN will own all POZEN Inventions, and Joint Inventions will be owned jointly by Licensee and POZEN; provided, however, that during the Term of this Agreement: (i) neither POZEN nor Licensee shall *** other than as expressly provided in this Agreement, including Section 7.1 (Licensed Technology), without the consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, and (ii) neither Party shall assign, pledge, encumber, license or otherwise transfer any of its rights in any Joint Invention or Joint Patent without the other Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Upon any expiration or termination of this Agreement, each Party shall will have the right to practice exploit, license and exploit grant rights to sublicense each such Joint Invention and Joint Patent, without any duty of accounting to the other Party, and each Party hereby consents, and agrees to consent, without payment of any further consideration or royalty, to the Joint Party’s exploitation and licensing of said Joint Party’s interest in such Joint Invention or Joint Patent to Third Parties; provided, that nothing in this Section 9.3 gives either Party any right or license under any intellectual property rights Controlled by the other Party other than Joint Inventions and Joint Patents, without any obligation regardless of whether such rights are necessary in order to account to exploit the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction Patents pursuant to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentthis Section 9.3.

Ownership of Inventions. 9.1.1 Inventorship of inventions conceived or reduced to practice solely by either Party or jointly by the Parties (a) in the course of activities performed under or contemplated by this Agreement or in the exercise of the rights licensed under this Agreement or (b) relating to the composition of matter, methods of making, methods of using (including methods of treatment or administration), or formulations of Products (“Inventions”) shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are an Invention is jointly invented by one or more employees, consultants consultants, or contractors of each Party, such inventions Invention shall be jointly owned by the Parties (each such inventionInvention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which that is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention Invention is solely invented by an employee, consultant consultant, or contractor of a Party, such invention Invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention Invention shall also be solely owned by such Party. Each Party Any such Patent application owned solely by Orexigen and any Patent issuing therefrom shall enter into binding agreements obligating all employees, agents, consultants, contractorsbe an “Orexigen Invention Patent”, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated any such Patent application owned solely by this Agreement, including activities related to the Programs, to assign his or her interest in Takeda and any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Patent issuing therefrom shall be a “Takeda Invention Patent”. 9.1.2 Subject to the rights granted under this Agreement, each Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patent. 9.1.3 Each Party shall promptly disclose to the other Party in writing, and shall cause its Affiliates, licensees and Sublicensees to so disclose, the conception of any Invention. Each Party shall cause its Sublicensees and Affiliates, and their respective employees, consultants, agents, or independent contractors to so assign to such Party, such person’s or entity’s right, title and interest in and to any Inventions, and intellectual property rights therein, as is necessary to enable such Party to fully effect the ownership of such Inventions, and intellectual property rights therein. Each Party shall also include provisions in its relevant agreements with Third Parties performing activities on its behalf pursuant to this Agreement, that effect the intent of this Article 9. Each Party hereby appoints the other Party as attorney-in-fact of such Party to execute and deliver all documents reasonably required to evidence or record any assignment pursuant to this Agreement if such Party is unable, after making reasonable inquiry, to obtain assistance of such other Party with respect to any such document. Each Party shall, and shall cause its Sublicensees and Affiliates, and their respective employees, consultants, agents, or independent contractors to, cooperate with the other Party and take all reasonable additional actions and execute such agreements, instruments and documents as may be reasonably required to perfect such other Party’s right, title and interest in and to Inventions, and intellectual property rights therein, as set forth in this Section 9.1.

Ownership of Inventions. Inventorship of inventions conceived or reduced to practice in the course of activities performed under or contemplated by this Agreement shall Inventions will be determined by application in accordance with the rules of U.S. inventorship under United States patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its serviceslaws. Subject to the rights licenses granted under this Agreement, as between the Parties, Licensee will own all Licensee Inventions, POZEN will own all POZEN Inventions, and Joint Inventions will be owned jointly by Licensee and POZEN; provided, however, that during the Term of this Agreement: (i) neither POZEN nor Licensee shall *** other than as expressly provided in this Agreement, including Section 7.1 (Licensed Technology), without the consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, and (ii) neither Party shall assign, pledge, encumber, license or otherwise transfer any of its rights in any Joint Invention or Joint Patent without the other Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Upon any expiration or termination of this Agreement, each Party shall will have the right to practice exploit, license and exploit grant rights to sublicense each such Joint Invention and Joint Patent, without any duty of accounting to the other Party, and each Party hereby consents, and agrees to consent, without payment of any further consideration or royalty, to the Joint Party’s exploitation and licensing of said Joint Party’s interest in such Joint Invention or Joint Patent to Third Parties; provided, that nothing in this Section 9.3 gives either Party any right or license under any intellectual property rights Controlled by the other Party other than Joint Inventions and Joint Patents, without any obligation regardless of whether such rights are necessary in order to account to exploit the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, Patents pursuant to this Section 9.3. The Parties acknowledge and each Party hereby waives any right it may have agree that AstraZeneca AB owns all AstraZeneca Inventions (as defined in the Original Agreement) conceived under the Laws Original Agreement in the performance of any jurisdiction to require any such approval or accounting; and activities undertaken pursuant to the extent there are any applicable Laws that prohibit such a waiverOriginal Agreement solely by employees, each Party will be deemed agents, or independent contractors of AstraZeneca AB, its Affiliates or sublicensees prior to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentthe Amended and Restated Effective Date.

Ownership of Inventions. Inventorship of inventions conceived or reduced 13.1.1 Each Party shall promptly disclose to practice the other Party all Inventions made under the Agreement during the Term. Each Party shall own all right, title and interest in the course of activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining and to inventorship. If such inventions are jointly any Inventions invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating own a fifty percent (50%) undivided interest in all employees, agents, consultants, contractors, and subcontractors (Joint Inventions. Except as expressly provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related Agreement and subject to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreementrestrictions therein, each Party shall have the right to practice and exploit Joint Inventions and Joint Patentsjoint owner may make, without any obligation to account to the other for profitsuse, or to obtain any approval of the other Party to sell, keep, license, assign, or otherwise exploit mortgage such Joint Inventions and Joint Patents, by reason of joint ownership thereofInventions, and each Party hereby waives any right it may have under otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the Laws consent of any jurisdiction and without accounting to require the other joint owner, provided that any such approval assignment, license or accounting; other disposition or use (i) shall at all times be and remain subject to the extent there are grants of rights and accompanying conditions and obligations with respect thereto under this Agreement, and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to Research, Develop and Commercialize Products in at least the same scope as prior to such assignment, license or other disposition. Inventorship for Inventions, including Joint Inventions, shall be determined in accordance with the patent laws of the ▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Code). 13.1.2 Upon ****, such Vitae Patent(s) which specifically Cover(s) the composition of matter for such Development Candidate shall be jointly owned by the Parties. In addition, Vitae shall provide BI with copies of all related Patent documentation (i.e., all search reports, correspondence with the competent patent offices and other documents relating to the prosecution or maintenance of such Vitae Patents). Vitae shall assign, transfer and convey, also ****CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. on behalf of its Affiliates (including any applicable Laws that prohibit Acquiring Entity), on the condition precedent of **** (“Assignment Date”) to BI co-ownership rights in such a waiverVitae Patent(s) in all countries, each Party will be deemed to so consent. Each Party agrees in particular the right to be named and entered into national and regional patent registers as a partyco-owner of said Vitae Patent(s). Vitae shall perform all acts necessary to vest joint ownership in BI in said Vitae Patents, including execution and delivery of all declarations, certificates and other documents, and entry into additional agreements with BI, if necessary. If it is necessary to obtain the consent of ****(“****”) to effect a valid assignment to BI pursuant to this Section 13.1.2 and Vitae determines that it will not be able to obtain such consent from ****as of the Assignment Date, then Vitae will do all acts necessary to bring effect the aforementioned assignment, including paying to ****the full amount of any outstanding loans made to Vitae, thereby terminating its agreement with ****, prior to the Assignment Date. In the event that (i) it is necessary to obtain such consent for the aforementioned purpose and Vitae has not obtained such consent upon Assignment Date, or maintain (ii) Vitae has not performed all necessary acts for giving the effect of the assignment upon Assignment Date at the latest, then BI shall be entitled to make any outstanding payments hereunder directly to ****and deduct such amounts from any royalties or milestone payments due hereunder in order to satisfy any outstanding loans of Vitae vis-à-vis ****. (a) Vitae shall inform BI in writing after co-ownership in said Vitae Patents has been established in a lawsuit involving valid manner. Upon assignment of said co-ownership rights, such Vitae Patent(s) shall be deemed and treated as Joint Patent(s). (b) Any costs, expenses or other fees incurred pursuant to this Section 13.1.2, in particular any governmental, notarization, legalization or official fees, for or in connection with the transfer and assignment of the co-ownership rights in said Vitae Patent(s) and the transfer of any related Patent documentation shall be reimbursed by BI within **** after receipt of an invoice (detailing value added tax separately) and proper documentation for such fees. (c) For avoidance of doubt, Vitae shall be required to assign co-ownership rights to only one Vitae Patent per Development Candidate per jurisdiction or country. Vitae shall not be required to assign Vitae Patents not Covering the composition of matter for a Development Candidate or any Vitae Patents with broad generic claims, even if such Development Candidate may be within the scope of such generic claims. In each jurisdiction or country, Vitae shall assign co-ownership rights to the single Vitae Patent containing the narrowest claims that still Cover the Development Candidate. In addition, if there is already a Joint Invention or Joint PatentPatent that specifically Covers the composition of matter for such Development Candidate in a country/jurisdiction, Vitae shall not be required to assign co-ownership rights to any other Vitae Patents.

Ownership of Inventions. Inventorship (a) Employee shall disclose all Inventions promptly and fully to the Company. (b) Except as excluded in Section 7(e) below, Employee hereby assigns, and agrees to assign, to the Company all of inventions conceived Employee’s right, title and interest in and to all Company Inventions and agrees that all such Company Inventions shall be the Company’s sole and exclusive property to the maximum extent permitted by law. (c) Employee shall at the request of the Company (but without additional compensation from the Company): (i) execute any and all papers and perform all lawful acts that the Company deems necessary for the preparation, filing, prosecution, and maintenance of applications for United States patents or reduced copyrights and foreign patents or copyrights on any Company Inventions, (ii) execute such instruments as are necessary to practice assign to the Company or to the Company’s nominee, all of Employee’s right, title and interest in any Company Inventions so as to establish or perfect in the course Company or in the Company’s nominee, the entire right, title and interest in such Company Inventions, and (iii) execute any instruments necessary or that the Company may deem desirable in connection with any continuation, renewal or reissue of activities performed under any patents in any Company Inventions, renewal of any copyright registrations for any Company Inventions, or contemplated in the conduct of any proceedings or litigation relating to any Company Inventions. All expenses incurred by the Employee by reason of the performance of any of the obligations set forth in this Agreement Section 7(e) shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned borne by the Parties Company. (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor d) Concurrent with Employee’s execution of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related Employee attaches a list and brief description of all unpatented inventions and discoveries, if any, made or conceived by Employee prior to Employee’s employment with the Programs, Company and that are to assign his or her interest in any invention conceived or reduced to practice in be excluded from this Agreement. If no such list is attached at the course time of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under execution of this Agreement, each Party it shall be conclusively presumed that Employee has waived any right Employee may have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account such invention or discovery which relates to the other Company’s Business. (e) Provisions (a) through (d) of this Section 7 regarding assignment of right, title and interest do not apply to Inventions for profitswhich no equipment, supplies, facility or trade secret information of the Company was used and which was developed entirely on Employee’s own time, unless (i) the Inventions relate either to the business of the Company, or to obtain any approval of the other Party to license, assignCompany’s actual or demonstrably anticipated research or development, or otherwise exploit Joint (ii) the Inventions and Joint Patents, result from any work directly or indirectly performed by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to Employee for the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint PatentCompany.

Ownership of Inventions. Inventorship Subject to Section 12.4 below, all INVENTIONS made solely by employees, COMPANY'S SUBLICENSEES, or agents or independent contractors of inventions conceived or reduced to practice a PARTY during and in connection with the course performance of their activities performed under or contemplated by this Agreement AGREEMENT including, without limitation, the manufacture of the SELECTED PRODUCT ("SOLE INVENTIONS") shall be determined by application the sole property of U.S. patent Laws pertaining to inventorshipsuch PARTY. If such inventions are jointly invented by one or more employees, consultants COMPANY'S SUBLICENSEES, or other agents or independent contractors of each Partyof COMPANY and NEKTAR AL jointly make any INVENTION during and in connection with the performance of their activities under this AGREEMENT including, such inventions shall be jointly owned by without limitation, the Parties manufacture of the SELECTED PRODUCT (each such inventioneach, a “Joint Invention”"JOINT INVENTION"), COMPANY and if one or more claims included in NEKTAR AL shall each own an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties undivided one-half (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party1/2) interest, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party shall have the right to practice freely exploit and exploit Joint Inventions grant licenses under any such JOINT INVENTION and Joint Patents, any PATENT claiming such JOINT INVENTION without any obligation to account consent of or a duty of accounting to the other for profitsPARTY, or in and to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereofsuch JOINT INVENTION, and each Party PARTY hereby waives any right it may have under the Laws of any jurisdiction to require such consent under applicable LAWS, and if such consent is not effective, agrees to provide such consent. 12.4 12.4.1 Notwithstanding Section 12.3 above, if the PARTIES enter into a SERVICES AGREEMENT, then INVENTIONS that fall within the definition of NEKTAR AL CORE TECHNOLOGY and that are invented in the course of performing any work on the SELECTED REAGENT or the SELECTED PRODUCT contemplated by this AGREEMENT or the SERVICES AGREEMENT and are invented after the effective date of the SERVICES AGREEMENT, shall, (whether such approval or accounting; INVENTIONS are made by NEKTAR AL, COMPANY, and to the extent there are of COMPANY'S rights therein, COMPANY'S SUBLICENSEES or any applicable Laws other person or entity (including COMPANY'S CMOS) alone or with others) be owned exclusively by NEKTAR AL, such that prohibit COMPANY hereby agrees to, and shall, transfer and assign to NEKTAR AL all of its right, title and interest in and to such a waiverNEKTAR AL CORE TECHNOLOGY including all intellectual property rights therein, each Party will and shall require COMPANY'S and COMPANY'S SUBLICENSEES' employees, agents and independent contractors to so transfer and assign the COMPANY'S rights, title and interests therein to NEKTAR AL. Such NEKTAR AL CORE TECHNOLOGY and intellectual property rights therein shall be deemed to be included in the LICENSED NEKTAR AL TECHNOLOGY and subject to the license granted to COMPANY pursuant to Section 2.1 of this AGREEMENT. 12.4.2 Notwithstanding Section 12.3 above, if the PARTIES enter into a SERVICES AGREEMENT, then INVENTIONS that fall within the definition of COMPANY CORE TECHNOLOGY and that are invented in the course of performing work on the SELECTED REAGENT or the SELECTED PRODUCT contemplated by this AGREEMENT or the SERVICES AGREEMENT and are invented after the effective date of the SERVICES AGREEMENT, shall, (whether such INVENTIONS are made by NEKTAR AL, COMPANY, and to the extent of NEKTAR AL'S rights therein, any other person or entity acting under authority of NEKTAR AL, alone or with others) be owned exclusively by COMPANY, such that NEKTAR AL hereby agrees to, and shall, transfer and assign to COMPANY all of its right, title and interest in and to such COMPANY CORE TECHNOLOGY including all intellectual property rights therein, and shall require NEKTAR AL'S employees, agents and independent contractors to so consenttransfer and assign NEKTAR AL'S rights, title and interests therein to COMPANY. Each Party agrees Such COMPANY CORE TECHNOLOGY and intellectual property rights therein shall be deemed to be named included in the license granted to NEKTAR AL pursuant to Section 1 of Schedule VIII in connection with the SERVICES AGREEMENT. 12.4.3 NEKTAR AL shall grant, and hereby grants to COMPANY a non-exclusive, royalty-free, fully-paid up, worldwide license under all INVENTIONS or data (including all intellectual property rights therein) that are included in NEKTAR AL CORE TECHNOLOGY, or which are assigned to NEKTAR AL under Section 8.6.2, which are invented either solely or jointly by employees or agents of COMPANY, COMPANY'S SUBLICENSEES or any other person or entity (including COMPANY'S CMOS) acting under authority of COMPANY, and which arise out of the testing, characterization or processing of the SELECTED PRODUCT (collectively "GRANT-BACK INVENTIONS") to develop and commercialize the SELECTED PRODUCT and other products which COMPANY is currently developing, or may develop in the future, either alone or in collaboration with THIRD PARTIES, provided that this license shall be sublicensable to THIRD PARTIES only to the extent reasonably necessary to develop, make, use, import, export, and sell products developed in substantial part by COMPANY. NEKTAR AL shall be responsible, at its sole expense and discretion, and with the cooperation of COMPANY, for the filing, prosecution and maintenance of foreign and domestic PATENT APPLICATIONS and PATENTS covering such GRANT-BACK INVENTIONS. COMPANY shall use diligent efforts to obtain from SUBLICENSEES and CMOS the same, substantially similar or more stringent material obligations with respect to GRANT-BACK INVENTIONS as are applicable to COMPANY under this Section 12.4.3. 12.4.4 To the extent that an INVENTION made after the PARTIES have entered into a partySERVICES AGREEMENT results in the filing of a PATENT APPLICATION, if necessarythe ownership of such PATENT APPLICATION (and any resulting PATENTS) will be determined by the claimed subject matter (on a claim-by-claim basis). In the event that the claimed subject matter falls within the definition of NEKTAR AL CORE TECHNOLOGY, the claimed subject matter shall be owned exclusively by NEKTAR AL; in the event that the claimed subject matter falls within the definition of COMPANY CORE TECHNOLOGY, the claimed subject matter shall be owned exclusively by COMPANY; and in the event that the claimed subject matter falls within the definition of both NEKTAR AL CORE TECHNOLOGY and COMPANY CORE TECHNOLOGY, the PARTIES shall cooperate to bring or maintain a lawsuit involving a Joint Invention or Joint Patentestablish their respective rights therein, such that (i) to the extent that the claimed subject matter is COMPANY CORE TECHNOLOGY, COMPANY shall have exclusive rights thereto, and (ii) to the extent that the claimed subject matter is NEKTAR AL CORE TECHNOLOGY, NEKTAR AL shall have exclusive rights thereto.

Ownership of Inventions. Inventorship of inventions conceived or reduced to practice in the course of activities performed under or contemplated by this Agreement shall Inventions will be determined by application in accordance with the rules of U.S. inventorship under United States patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its serviceslaws. Subject to the rights licenses granted under this Agreement, as between the Parties, Licensee will own all Licensee Inventions, POZEN will own all POZEN Inventions, and Joint Inventions will be owned jointly by Licensee and POZEN; provided, however, that during the Term of this Agreement: (i) neither POZEN nor Licensee shall [...***...] other than as expressly provided in this Agreement, including Section 7.1 (Licensed Technology), without the consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, and (ii) neither Party shall assign, pledge, encumber, license or otherwise transfer any of its rights in any Joint Invention or Joint Patent without the other Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Upon any expiration or termination of this Agreement, each Party shall will have the right to practice exploit, license and exploit grant rights to sublicense each such Joint Invention and Joint Patent, without any duty of accounting to the other Party, and each Party hereby consents, and agrees to consent, without payment of any further consideration or royalty, to the Joint Party’s exploitation and licensing of said Joint Party’s interest in such Joint Invention or Joint Patent to Third Parties; provided, that nothing in this Section 9.3 gives either Party any right or license under any intellectual property rights Controlled by the other Party other than Joint Inventions and Joint Patents, without any obligation regardless of whether such rights are necessary in order to account to exploit the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, Patents pursuant to this Section 9.3. The Parties acknowledge and each Party hereby waives any right it may have agree that AstraZeneca AB owns all AstraZeneca Inventions (as defined in the Original Agreement) conceived under the Laws Original Agreement in the performance of any jurisdiction to require any such approval or accounting; and activities undertaken pursuant to the extent there are any applicable Laws that prohibit such a waiverOriginal Agreement solely by employees, each Party will be deemed agents, or independent contractors of AstraZeneca AB, its Affiliates or sublicensees prior to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentthe Amended and Restated Effective Date.

Ownership of Inventions. Inventorship of Title to all inventions conceived or reduced to practice and other intellectual property made solely by Astellas personnel in the course of activities performed under or contemplated by connection with this Agreement shall be determined owned by application Astellas. Title to all inventions and other intellectual property made solely by XenoPort personnel in connection with this Agreement shall be owned by XenoPort. Title to all inventions and other intellectual property made jointly by personnel of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions XenoPort and Astellas in connection with this Agreement shall be jointly owned by the Parties (each Astellas and XenoPort. Prosecution of any patent applications and patents with respect to such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention inventions and intellectual property shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Partyas mutually agreed. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (Except as expressly provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related it is understood that neither Party shall have any obligation to obtain any approval of nor pay a share of the proceeds to the Programsother Party to exploit or enforce such jointly owned inventions or intellectual property, and that neither Party shall, without obtaining the approval of the other Party, license or assign the same to assign his a Third Party other than its licensees of (or her interest an assignee of all or substantially all of its assets or business in any invention conceived country pertaining to) the Compound and/or the Product or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its servicesSubdistributors. Subject to the rights granted under this AgreementFor clarity, each Party shall have the right, without having to obtain the approval of, nor to pay a share of the proceeds to, the other Party, to license and/or assign such jointly owned intellectual property to any licensee of the Compound and/or Product or Subdistributor or to an assignee of all or substantially all of its assets or business pertaining to the Compound and/or Product in any country. Astellas hereby grants to XenoPort a non-exclusive, worldwide, irrevocable, fully paid-up license, with the right to sublicense, under any Improvements to make, have made, use, sell, offer for sale, import, practice and otherwise exploit Joint Inventions and Joint Patentsthe same for the Compound and/or the Product, without any obligation to account subject to the exclusive rights granted to Astellas under this Agreement with respect to the Product in the Territory. As used herein, “Improvements” means any patent rights or other for profitsintellectual property made by or under authority of Astellas in connection with manufacturing, developing and/or commercializing the Product that is applicable to the Compound, Product or transported prodrugs thereof or the manufacture, use or formulation thereof. Notwithstanding anything to obtain any approval the contrary contained herein, subject to Section 2.7 of the other Party GSK Agreement, XenoPort shall not have the right to licensesublicense or disclose to GSK any Astellas Manufacturing Know-How and/or Improvements relating to manufacturing the Compound, assignthe Material and/or the Product inside or outside the Territory until the expiration or earlier termination of this Agreement in all countries of the Territory pursuant to Section 15.2 or 15.3 below or Section 2.4 above. * CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, or otherwise exploit Joint Inventions and Joint PatentsMARKED BY BRACKETS, by reason of joint ownership thereofIS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint PatentAS AMENDED.

Ownership of Inventions. Inventorship (a) Inventorship, and ownership, of inventions conceived any Inventions will be determined in accordance with the standards of inventorship and conception under U.S. patent laws (without reference to any conflict of law principles). (b) Without modifying or reduced limiting the ownership and rights as provided for in Section 9.1(a), each party shall, prior to practice any public disclosure or filing of a Patent application, disclose to the other party each Invention, and shall allow reasonably sufficient time (at least 30 days from the date of receipt by the other party) for comment and review by the other party as to whether such other party would recommend for a Patent to be filed (but only by the party or parties who is or are entitled to do so in accordance with Section 9.2). The parties will work together to resolve any issues regarding inventorship or ownership of Inventions; provided, that the final decision on whether to file a Patent on an Invention shall be in the sole discretion of the party owning the Invention. * Confidential material redacted and filed separately with the Commission. (c) Each party shall perform its activities under this Agreement through personnel who are subject to written obligations to assign intellectual property created in the course of activities performed under their employment to such party or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties its Affiliate. (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (d) Except as expressly provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor it is providing its services. Subject to the rights granted under this Agreement, each Party shall understood that neither party will have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval or consent of, nor pay a share of the proceeds to or account to, the other Party party to practice, enforce, license, assign, assign or otherwise exploit inventions or intellectual property owned jointly by the parties hereunder, including any Joint Inventions and or Joint Invention Patents, by reason of joint ownership thereof, and each Party party hereby waives any right it may have under the Laws laws of any jurisdiction to require any such approval approval, consent or accounting; . Each party agrees to cooperate with the other party, as reasonably requested and at the requesting party’s reasonable expense, and to take such actions, at the extent there are any applicable Laws that prohibit such requesting party’s reasonable expense, as may be required to give effect to this Section 9.1(d) in a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentparticular country in the Territory.

Ownership of Inventions. (a) Inventorship of inventions inventions, whether or not patentable, conceived of or reduced to practice made in the course of activities performed the parties’ performance under or contemplated by this Agreement (“Inventions”) shall be determined by in accordance with the rules of inventorship under patent laws of the applicable country or jurisdiction in which the patent application is filed. (b) As between the parties: (i) Emisphere shall own solely all Inventions that constitute compositions of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one Carriers or more employeesProgram Carrier Improvements and/or methods of manufacturing Carriers or any Program Carrier Improvements (“Carrier Inventions”), consultants or contractors (ii) Genta shall own solely all Inventions that constitute solely Gallium Compound compositions and/or methods of each Party, such inventions shall be jointly owned by the Parties manufacturing Gallium Compounds (each such invention, a “Joint InventionGallium Inventions”), and if (iii) Emisphere shall own solely all Inventions that constitute compositions comprising both a Carrier and a Gallium Compound and/or methods of manufacturing or use of compositions comprising both a Carrier and a Gallium Compound (“Combination Inventions”). (c) Subject to Section 9.1(b), as between the parties: (i) Emisphere shall own solely all Inventions made solely by its employees and contractors (such Inventions, together with the Carrier Inventions owned by Emisphere under Section 9.1(b) and all Combination Inventions, the “Emisphere Inventions”), and all Patents that claim Emisphere Inventions, (ii) Genta shall own solely all Inventions made solely by its employees and contractors (such Inventions, together with the Gallium Inventions owned by Genta under Section 9.1(b), the “Genta Inventions”), and all Patents that claim Genta Inventions, and (iii) Other than Emisphere Inventions and Genta Inventions, all Inventions made jointly by employees or contractors of Genta on the one hand and employees or more claims included in an issued Patent or pending Patent application which is filed in a patent office in contractors of Emisphere on the Territory other hand (such Inventions, (the “Joint Inventions”), and all Patents that claim such Joint InventionInventions, such issued Patent or such pending Patent application shall be owned jointly owned by the Parties (each such patent application Genta and Emisphere, free of any requirements of consent or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor duties of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest accounting that may apply in any invention conceived or reduced to practice jurisdiction in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentconnection therewith.

Ownership of Inventions. Inventorship MedImmune shall own all MedImmune IP Rights. Inovio shall own all Inovio IP Rights. Notwithstanding the foregoing, MedImmune shall own all Inventions and Know-How related to any MedImmune Compound (“MedImmune Compound IP”) including any Inventions and Know- How relating to the combination of 3112 Products and any MedImmune Compound. Title to Collaboration IP, excluding MedImmune Compound IP, and the inventions contained therein conceived or reduced made by a Party or its employees or independent contractors (including those of its Affiliates, Sublicensees and other Third Parties) shall belong to practice such Party as determined based on inventorship in the course accordance with US patent laws. Any Collaboration IP conceived or made by both Parties or their employees or independent contractors (including those of activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employeesits Affiliates, consultants or contractors of each Party, such inventions Sublicensees and other Third Parties) shall be jointly owned by the Parties. Each Party hereby agrees to take such action as necessary to evidence, and shall require all of its employees, contractors, sublicensees and agents, and any Affiliates and permitted Third Parties working on its behalf under this Agreement (each and their respective employees, contractors and agents) to take such invention, action as necessary to evidence the foregoing ownership rights in and to any such Collaboration IP. Regarding any Collaboration IP covering a 3112 Product (“Joint Invention3112 IP Patent Rights”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim Parties agree that should such Joint Invention, such issued Patent or such pending Patent application shall Collaboration IP be jointly owned by MedImmune and cover a 3100 Product, then MedImmune shall grant Inovio fully paid-up, non-exclusive rights to such Collaboration IP to make, use and sell 3100 Product worldwide in compliance with section 2.3, above. MedImmune shall not, before, on or after the Parties (each such patent application Effective Date, have any obligation to contribute to any remuneration of any inventor employed or patent, a “Joint Patent”). If such an invention is solely invented previously employed by an employee, consultant Inovio or contractor any of a Party, such invention shall be solely owned by such Party, and its Affiliates or make any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (other payment save as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest License Agreement in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval respect of the other Party to licenseProduct, assign, Delivery Device IP or otherwise exploit Joint Inventions Enabling Technology Patents or Know-How. Inovio or its Affiliates have paid and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any will pay all such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentremuneration.

Ownership of Inventions. Inventorship of inventions conceived or reduced to practice in the course of activities performed under or contemplated (a) Neither Party hereto will be deemed by this Agreement to have been granted any license or other rights to the other Party’s rights in any inventions, technology, discoveries, or other proprietary property (collectively, “Inventions”) existing as of the Effective Date of this Agreement, except as expressly provided herein. (b) Subject to Section 4.1(d), any Inventions made under the Research Plan, either solely by Ercole or jointly with AVI, which (i) relate to the Splicing Patents and do not relate to the AVI Patents or (ii) are Covered by the Splicing Patents and are not Covered by the AVI Patents, will be assigned to Ercole. Any Inventions made under the Research Plan, either solely by AVI or jointly with Ercole, which (x) relate to the AVI Patents and do not relate to the Splicing Patents or (y) are Covered by the AVI Patents and are not Covered by the Splicing Patents, will be assigned to AVI. Such an Invention will be an “Ercole Invention” or an “AVI Invention,” as the case may be, and Patents claiming such Inventions will be “Ercole Invention Patents” or “AVI Invention Patents,” respectively. (c) Subject to Section 4.1(d), AVI and Ercole will jointly hold title to all Inventions, whether or not patentable, that are made by either or both Parties under the Research Plan that relate to or are Covered by both the AVI Patents and the Splicing Patents, as well as to Patents filed thereon. Such Inventions will be “Jointly Owned Inventions,” and Patents claiming such Jointly Owned Inventions will be “Jointly Owned Invention Patents.” AVI and Ercole will promptly provide each other with notice whenever a Jointly Owned Invention is made. The Parties agree and acknowledge that, except insofar as this Agreement provides otherwise, the default rights conferred on joint owners under US patent law as of the Effective Date, including the right of each Party to independently practice, license and use a joint patent, will apply in relation to the Jointly Owned Invention Patents throughout the world as though US patent law applied worldwide. (d) Any invention claiming the composition of matter of a Splicing Modulator or an analog thereof and any invention related to the use of such compounds shall be determined by application of U.S. patent Laws pertaining referred to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, as a “Joint Compound Invention”), . All Compound Inventions arising from activities under the Research Plan and if one or more claims included in related to a Splicing Modulator designed to modulate the splicing of an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention Ercole-AVI Exclusive Target shall be solely owned by such Party, Ercole and any Patent application filed claiming such solely owned invention shall also be designated as Ercole Inventions. All Compound Inventions arising from activities under the Research Plan and related to a Splicing Modulator designed to modulate the splicing of an AVI Exclusive Target shall be solely owned by such Party. Each Party AVI and shall enter into binding agreements obligating all employeesbe designated as AVI Inventions. (e) The Parties agree, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programsupon reasonable request, to assign his or her interest in execute any invention conceived or reduced documents reasonably necessary to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, effect and perfect each Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint other’s ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint PatentInvention.

Ownership of Inventions. Inventorship of Title to all inventions conceived or reduced to practice and other intellectual property made solely by Astellas personnel in the course of activities performed under or contemplated by connection with this Agreement shall be determined owned by application Astellas. Title to all inventions and other intellectual property made solely by XenoPort personnel in connection with this Agreement shall be owned by XenoPort. Title to all inventions and other intellectual property made jointly by personnel of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions XenoPort and Astellas in connection with this Agreement shall be jointly owned by the Parties (each Astellas and XenoPort. Prosecution of any patent applications and patents with respect to such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention inventions and intellectual property shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Partyas mutually agreed. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (Except as expressly provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related it is understood that neither Party shall have any obligation to obtain any approval of nor pay a share of the proceeds to the Programsother Party to exploit or enforce such jointly owned inventions or intellectual property, and that neither Party shall, without obtaining the approval of the other Party, license or assign the same to assign his a Third Party other than its licensees of (or her interest an assignee of all or substantially all of its assets or business in any invention conceived country pertaining to) the Compound and/or the Product or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its servicesSubdistributors. Subject to the rights granted under this AgreementFor clarity, each Party shall have the right, without having to obtain the approval of, nor to pay a share of the proceeds to, the other Party, to license and/or assign such jointly owned intellectual property to any licensee of the Compound and/or Product or Subdistributor or to an assignee of all or substantially all of its assets or business pertaining to the Compound and/or Product in any country. Astellas hereby grants to XenoPort a non-exclusive, worldwide, irrevocable, fully paid-up license, with the right to sublicense, under any Improvements to make, have made, use, sell, offer for sale, import, practice and otherwise exploit Joint Inventions and Joint Patentsthe same for the Compound and/or the Product, without any obligation to account subject to the exclusive rights granted to Astellas under this Agreement with respect to the Product in the Territory. As used herein, “Improvements” means any patent rights or other for profits, intellectual property made by or to obtain any approval under authority of Astellas in connection with development and/or commercialization of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and Product that is applicable to the extent there are any applicable Laws that prohibit such a waiverCompound, each Party will be deemed to so consent. Each Party agrees to be named as a partyProduct or transported prodrugs thereof or the manufacture, if necessary, to bring use or maintain a lawsuit involving a Joint Invention or Joint Patentformulation thereof.

Ownership of Inventions. Inventorship shall be determined in accordance with U.S. patent laws. Any Invention made solely by employees, agents, or independent contractors of inventions conceived a Party or reduced to practice its Affiliates in the course of performing activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employeesAgreement, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties together with all intellectual property rights therein (each such invention, a “Joint InventionSole Inventions”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party; provided that CTI shall own, and any Patent application filed claiming ▇▇▇▇▇▇ (on behalf of itself and its Affiliates) hereby assigns to CTI, all Sole Inventions specifically related to the composition of matter or use of Licensed Products and all other Sole Inventions otherwise specifically related to Licensed Products (in each case, solely to the extent of such solely owned invention shall also be solely owned specific relationship) (such Sole Inventions assigned to CTI together with all intellectual property rights therein, “CTI Assigned Patents”). Any Invention made jointly by at least one (1) employee, agent, or independent contractor of each Party or such Party’s Affiliate, together with all intellectual property rights therein (“Joint Inventions”, and all Patents covering such Joint Inventions, hereinafter, “Joint Patents”), shall be owned jointly by the Parties in accordance with joint ownership interests of co-inventors under U.S. patent laws, with each joint Party having, unless otherwise set forth in this Agreement, the unrestricted right to license and grant rights to sublicense any such Joint Invention; provided that CTI shall own, and ▇▇▇▇▇▇ (on behalf of itself and its Affiliates) hereby assigns to CTI, all of its interest in Joint Inventions specifically related to the composition of matter or use of the Licensed Product and all other Joint Inventions otherwise specifically related to the Licensed Product (in each case, solely to the extent of such specific relationship) (such interests in Joint Inventions assigned to CTI together with all intellectual property rights therein, “CTI Assigned Joint Patents”). Each Party hereby grants to the other Party a nonexclusive, royalty-free, worldwide license, with the right to grant sublicenses, under such Party’s interest in Joint Inventions, solely for the purpose of performing its obligations under this Agreement; provided that the foregoing shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by not apply to any uses of such Joint Inventions for which the receiving Party otherwise retains an exclusive license pursuant to this Agreement, including activities related with such proviso to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of apply only for so long as such activities to the receiving Party for which retains such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party to exclusive license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patent.

Ownership of Inventions. Inventorship of inventions conceived or reduced to practice Each Party shall own all Inventions generated solely by it and its Affiliates and their respective employees, agents and independent contractors in the course of conducting such Party’s activities performed under or contemplated by this Agreement shall be determined (collectively, “Sole Inventions”). All Inventions that are generated jointly by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants Affiliates, agents, or independent contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such performing activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this AgreementAgreement (collectively, “Joint Inventions”) shall be owned jointly by the Parties in accordance with joint ownership interests of co-inventors under the U.S. patent laws (that is, each Party shall have the right full rights to practice license, assign and exploit such Joint Inventions (and Joint Patentsany Patents arising therefrom) anywhere in the world, without any obligation to account requirement of gaining the consent of, or accounting to, the other Party), subject to the licenses granted herein and subject to any other for profitsintellectual property held by such other Party. Inventorship shall be determined in accordance with the U.S. patent laws. Notwithstanding the foregoing, any and all changes, discoveries, improvements, developments, enhancements or modifications (“Improvements”) to the Licensed Product, Company Patents or Company Know-How developed by Licensee in the course of the Development, make, use or sale of the Licensed Product shall be owned by Company; provided, however, that any such Improvements are hereby incorporated into the license grant under Section 2.1 during the Term without any additional consideration owed by Licensee. Licensee hereby transfers and assigns (and shall cause its, its Affiliates’ and its sublicensees’ employees, agents, contractors, subcontractors, and representatives to transfer and assign) to Company all right, title and interest that Licensee may have in and to any Improvements and all intellectual property rights related thereto. Licensee shall sign and deliver any and all documents reasonably required by Company to implement such assignment and transfer to Company of such and take such other actions as may be necessary or reasonably requested by Company to document the aforesaid assignment and transfer of the Improvements to Company, or to obtain any approval of the other Party enable Company to licensesecure, assignregister, maintain, enforce or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; fully protect its rights in and to the extent there are Improvements and all intellectual property rights related thereto. If Company is unable because of Licensee’s unavailability, refusal, dissolution or for any applicable Laws that prohibit such other reason to secure a waiversignature by or on behalf of Licensee to apply for or to pursue any application, each Party will be deemed to so consent. Each Party agrees to be named registration, filing or other instrument for intellectual property rights covering the Improvements, then Licensee hereby irrevocably designates and appoints Company and its duly authorized officers and agents as a party, if necessaryLicensee’s agent and attorney in fact, to bring act for and on Licensee’s behalf and stead to execute and file any such application, registration, filing or maintain a lawsuit involving a Joint Invention or Joint Patentother instrument, and to do all other lawfully permitted acts to further the prosecution and issuance of such intellectual property rights, with the same legal force and effect as if executed by Licensee.

Ownership of Inventions. Inventorship Ownership of inventions patentable subject matter conceived of or reduced to practice in performance of the course of activities performed under or contemplated by this Agreement shall Collaboration will be determined by application in accordance with the rules of U.S. inventorship under United States patent Laws pertaining laws. Subject to inventorship. If such Article 4, Aurora will own all inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), conceived and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in during performance of the course of Collaboration solely by its employees and agents, and all patent applications and patents claiming such activities to the Party for which such employee, consultant or contractor is providing its servicesinventions. Subject to the rights granted under this AgreementArticle 4, each Party shall have the right Hyseq will own all inventions conceived and reduced to practice during performance of the Collaboration solely by its employees and exploit agents, and all patent applications and patents claiming such inventions. The parties agree to promptly exert all reasonable efforts, including the execution and delivery of any and all papers, instruments or affidavits necessary to effectuate the ownership rights stated in Article 4. Subject to Article 4, all inventions conceived and reduced to practice during performance of the Collaboration jointly by employees or agents of Aurora and employees or agents of Hyseq, and all patent applications and patents claiming such inventions, will be owned jointly by Aurora and Hyseq ("Joint Inventions"). The parties will determine via the JRDC which party will be responsible for the filing, prosecution and maintenance of jointly owned patent applications and patents. Each party (a) will [***] regarding the filing, prosecution and maintenance of patent applications claiming Joint Inventions, and (b) will keep the other party advised of the status of such filing, prosecution and maintenance. Each party agrees to cooperate fully in the preparation, filing and prosecution of patent applications claiming Joint Inventions, including, without limitation, (i) executing all papers and instruments, or requiring its employees or agents, to execute such papers and instruments, so as to enable the other party to apply for and to prosecute patent applications claiming Joint Inventions in any country, and Joint Patents, without any obligation to account to (ii) promptly informing the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws party of any jurisdiction matters coming to require any such approval party's attention that may affect the preparation, filing or accounting; and to the extent there are any applicable Laws that prohibit prosecution of an such a waiverpatent applications. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, each Party will be deemed to so consent. Each Party agrees to be named as a partyMARKED BY BRACKETS, if necessaryHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, to bring or maintain a lawsuit involving a Joint Invention or Joint PatentAS AMENDED.

Ownership of Inventions. (a) Inventorship of inventions any Inventions that, in the case of patentable Inventions, were conceived or and reduced to practice practice, and in the case of non-patentable Inventions, were made or developed, in the course of performing activities performed under this Agreement, together with all Patent Rights therein, will be determined in accordance with the rules of inventorship under United States patent laws with respect to patentable Inventions, and in accordance with applicable United States federal or contemplated by this Agreement state law with respect to non-patentable Inventions, and ownership of such Inventions shall be determined as set forth in further detail in Section 10.1(b) through (d). (b) Faes will own all right, title and interest in and to all Inventions that are conceived, reduced to practice, made or developed solely by application or on behalf of U.S. patent Laws pertaining Faes or its Affiliate or other licensee from the Effective Date until the expiration or termination of the Term (whether or not patentable), and all intellectual property rights appurtenant thereto, subject only to inventorship. If such inventions the license rights under the Faes Technology granted by Faes to Inspire under this Agreement. (c) Inspire will own all right, title and interest in and to all Inventions that are conceived, reduced to practice, made or developed by or on behalf of Inspire or its Affiliate or sublicensee from the Effective Date until the expiration or termination of the Term (whether or not patentable), and all intellectual property rights appurtenant thereto, subject only to the license rights under the Inspire Technology granted by Inspire to Faes under this Agreement. (d) All right, title and interest in and to Inventions made and reduced to practice during the Term jointly invented by one or more employees, consultants employees or contractors of each Party, such inventions shall be jointly owned by the Parties Party (each such invention, a “Joint InventionInventions”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Inventionall intellectual property rights appurtenant thereto, such issued Patent or such pending Patent application shall will be owned jointly owned by the Parties (each such patent application or patent, a “Joint Patent”)Parties. If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related Except to the Programs, to assign his or her interest in any invention conceived or reduced to practice in extent either Party is restricted by the course of such activities licenses granted to the other Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreementand covenants contained herein, each Party shall have the right will be entitled to practice and exploit license Joint Inventions and Joint Patents, without any restriction or consent of the other Party or an obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereofParty, and each Party hereby waives any right it may have under the Laws laws of any jurisdiction to require any such approval consent or accounting; . The Parties will confer and cooperate in good faith with respect to the extent there are any applicable Laws Prosecution of patents and patent applications that prohibit claim or cover Joint Inventions, with the Parties sharing equally all costs and expenses of such a waiver, each Party will be deemed to so consentProsecution (unless otherwise agreed). Each Party hereby agrees to be named as a party, if necessary, take all actions and execute and deliver all documents reasonably necessary to bring or maintain a lawsuit involving a Joint Invention or Joint PatentProsecute such patents and patent applications.

Ownership of Inventions. Inventorship Ownership of inventions conceived inventions, developments or reduced to practice discoveries, whether patentable or non-patentable, invented or otherwise discovered or generated in the course of activities performed performing each Party’s obligations under this Agreement and the Development Plan (“Inventions”), and any and all intellectual property rights therein, shall be determined as follows: (a) Epirus shall own all Inventions that relate to the composition of matter, methods of making, methods of using (including without limitation methods of treatment or contemplated by administration) or formulations of Products (the “Product Inventions”), and (b) ownership of all other Inventions that are not Product Inventions arising in the course of the Parties’ performance of their obligations under this Agreement shall be determined owned in accordance with the rules of inventorship in accordance with United States patent law. For clarity and subject to the foregoing, (i) each Party shall solely own any Inventions and intellectual property rights therein that are made, conceived, reduced to practice, authored, or otherwise discovered solely by application such Party or any of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more its employees, consultants Affiliates, licensees, sublicensees (where permitted), independent contractors, or contractors agents, including without limitation any Patent or Patent Application in which all of each Partythe claims included in such Patent or Patent Application claim only such solely owned Invention, such inventions and (ii) the Parties shall be jointly owned own any Inventions and intellectual property rights therein that are made, conceived, reduced to practice, authored, or otherwise discovered jointly by the Parties or any of their employees, Affiliates, licensees, sublicensees (each such inventionwhere permitted), independent contractors, or agents (each, a “Joint Invention”), and if one or more claims included in an issued including without limitation any Patent or pending Patent application which is filed in a patent office in the Territory claim Application on such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party shall have the right to practice use and exploit Joint license jointly owned Inventions and Joint Patents, all intellectual property rights therein for any and all purposes without any obligation the need to account to the other for profits, or to obtain any approval of seek permission from the other Party (subject, in all cases, to licenseany other applicable terms of this Agreement); provided, assignhowever, that for clarity, the foregoing shall not be construed as granting or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each conveying to either Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval license or accounting; and other rights to the extent there are any applicable Laws that prohibit such a waiverother Party’s other intellectual property rights, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentunless otherwise expressly set forth in this Agreement.

Ownership of Inventions. Inventorship (a) Ownership of inventions conceived or reduced to practice arising during and in the course of activities performed the Parties’ performance under or contemplated by this Agreement the Agreement, and related intellectual property rights (“Inventions") shall be determined by application in accordance with U.S. rules of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”except as otherwise set forth in this Section 11.2(a), and if one or more claims included below. For clarity, except as set forth in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Inventionthis Section 11.2(a), such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreementbelow, each Party shall have the right an undivided interest in and to practice and exploit any Inventions made by employees or independent contractors of both Parties (“Joint Inventions and Joint PatentsInventions"), without any obligation to account a duty of accounting to the other for profits, or Party and without an obligation to obtain any approval consent of the other Party to licensegrant licenses thereunder in countries in which such duty or obligation would otherwise apply. Each Party shall promptly disclose, assignand shall cause its Sublicensees and Affiliates to disclose, to the other Party any Inventions that it or its employees, Sublicensees, Affiliates, independent contractors or agents solely or jointly make, conceive, reduce to practice, author, or otherwise exploit Joint discover. Notwithstanding the foregoing: (i) Subject to Section 11.3(a)(i), Nektar shall solely own all Inventions relating to the Device, to methods of using or manufacturing the Device, and/or to the PDDS Platform Technology, whether made by employees, independent contractors or agents of either Party or jointly by employees, independent contractors or agents of both Parties. Such Inventions and Joint PatentsPatents and Patent Applications claiming such Inventions are included in the Nektar Patent Rights and Nektar Know-How, by reason of joint ownership thereofas applicable, and each licensed to Bayer pursuant to Section 2.1. (ii) Subject to Section 11.3(a)(ii), Bayer shall solely own all Inventions relating to Formulated Amikacin or to methods of using or manufacturing the Formulated Amikacin, including without limitation methods of treatment using Formulated Amikacin, whether made by employees, independent contractors or agents of either Party or jointly by employees, independent contractors or agents of both Parties. Bayer hereby waives any grants to Nektar a non-exclusive, royalty-free, license with the right it may have to grant sublicenses in accordance with Section 2.3 (the portion of which license described in subsection (B), below, shall be irrevocable and perpetual), under the Laws of any jurisdiction to require any Bayer’s interest in such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessaryInventions, to bring make, have made, use, have used, sell, have sold, offer for sale, import, have imported, exported and have exported (A) the Product in the Shared Territory and (B) other products that are based on or maintain incorporate a lawsuit involving a Joint Invention or Joint Patentcombination of such Inventions and the PDDS Platform Technology in the Territory.

Ownership of Inventions. Inventorship Subject to the remainder of inventions conceived this Section 9.1, ownership of intellectual property developed during the term of the Agreement by either Party alone or reduced by the Parties together will be in accordance with U.S. laws as to practice inventorship and ownership of intellectual property: (a) Subject to Section 9.1(b), as between the Parties, Galapagos shall solely own all right, title and interest in and to all Collaboration Know-How and all Galapagos Foreground Know-How and all Patents arising from any such Collaboration Know-How or Galapagos Foreground Know-How (the “Collaboration Patents”), and all right, title and interest in and to all Collaboration Know-How and shall automatically vest solely in Galapagos, and Collaboration Know-How and Galapagos Foreground Know-How shall be deemed Galapagos’ Confidential Information. Gilead, for itself and on behalf of its Affiliates and employees, hereby assigns (and to the extent such assignment can only be made in the course of future hereby agrees to assign), to Galapagos all right, title and interest in and to Collaboration Know-How. Gilead shall cooperate, and shall cause the foregoing persons and entities to cooperate, with Galapagos to effectuate and perfect the foregoing ownership, including by promptly executing and recording assignments and other documents consistent with such ownership. (b) As between the Parties, Gilead shall solely own all right, title and interest in and to (i) all Information conceived, discovered, developed or otherwise made in performing the activities performed under or contemplated by this Agreement shall be determined by application (including performance of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented the Development Plan or Shared Territory Commercialization Plan and Budget), whether solely by one Party or more jointly by the Parties, in each case optionally with their Affiliates or any Third Parties or any employees, consultants or contractors agents of each Partyany of the foregoing to the extent relating to a Gilead Combination Product (the “Gilead Combination Know-How”) and all Patents arising from such Gilead Combination Know-How (the “Gilead Combination Patents”) (collectively, “Gilead Combination Technology”) and (ii) all Gilead Foreground Know-How and all Patents arising from such inventions shall be jointly owned by Gilead Foreground Know-How (such patents, together with the Parties (each such inventionGilead Combination Patents, a the “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint PatentGilead Foreground Patents”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention Gilead Combination Know-How and Gilead Foreground Know-How shall be solely owned deemed Gilead’s Confidential Information. Galapagos shall promptly disclose to Gilead any Gilead Combination Technology conceived, discovered, developed or otherwise made by such Partyor on behalf of Galapagos, and any Patent application filed claiming shall provide Gilead such solely owned invention shall also be solely owned by such Partydocumentation regarding same as Gilead may reasonably request. Each Party shall enter into binding agreements obligating all Galapagos, for itself and on behalf of its Affiliates and employees, agents, consultants, contractors, and subcontractors hereby assigns (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will assignment can only be deemed to so consent. Each Party made in the future hereby agrees to be named as a party, if necessaryassign), to bring Gilead all right, title and interest in and to Gilead Combination Technology (unless already owned by Gilead). Galapagos shall cooperate, and shall cause the foregoing persons and entities to cooperate, with Gilead to effectuate and perfect the foregoing ownership, including by promptly executing and recording assignments and other documents consistent with such ownership. (c) As between the Parties, the Parties shall jointly own all right, title and interest in and to all Joint Foreground Know-How and all Patents arising from such Joint Foreground Know-How (the “Joint Patents”). The rights of the Parties as joint owners shall be determined in accordance with this Agreement and the Applicable Laws of the United States. (d) This Agreement shall be understood to be a joint research agreement in accordance with 35 U.S.C. §103(c) or maintain a lawsuit involving a Joint Invention 35 U.S.C. §102(c), as applicable, to Develop and Commercialize Licensed Compound or Joint PatentLicensed Products, provided that neither Party shall (i) unilaterally invoke the protections of or (ii) be required by this reference to have any Patent take advantage of or become subject to, such §103(c)(3) or 35 U.S.C. §102(c), as applicable, except with the prior written consent of the other Party.

Ownership of Inventions. Inventorship Ownership of inventions patentable subject matter conceived of or reduced to practice in performance of the course of activities performed under or contemplated by this Agreement shall Collaboration will be determined by application in accordance with the rules of U.S. inventorship under United States patent Laws pertaining laws. Subject to inventorship. If such Article 4, Aurora will own all inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), conceived and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in during performance of the course of Collaboration solely by its employees and agents, and all patent applications and patents claiming such activities to the Party for which such employee, consultant or contractor is providing its servicesinventions. Subject to the rights granted under this AgreementArticle 4, each Party shall have the right Hyseq will own all inventions conceived and reduced to practice during performance of the Collaboration solely by its employees and exploit agents, and all patent applications and patents claiming such inventions. The parties agree to promptly exert all reasonable efforts, including the execution and delivery of any and all papers, instruments or affidavits necessary to effectuate the ownership rights stated in Article 4. Subject to Article 4, all inventions conceived and reduced to practice during performance of the Collaboration jointly by employees or agents of Aurora and employees or agents of Hyseq, and all patent applications and patents claiming such inventions, will be owned jointly by Aurora and Hyseq ("Joint Inventions"). The parties will determine via the JRDC which party will be responsible for the filing, prosecution and maintenance of jointly owned patent applications and patents. Each party (a) will [***] regarding the filing, prosecution and maintenance of patent applications claiming Joint Inventions, and (b) will keep the other party advised of the status of such filing, prosecution and maintenance. Each party agrees to cooperate fully in the preparation, filing and prosecution of patent applications claiming Joint Inventions, including, without limitation, (i) executing all papers and instruments, or requiring its employees or agents, to execute such papers and instruments, so as to enable the other party to apply for and to prosecute patent applications claiming Joint Inventions in any country, and Joint Patents, without any obligation to account to (ii) promptly informing the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws party of any jurisdiction matters coming to require any such approval party's attention that may affect the preparation, filing or accounting; and to the extent there are any applicable Laws that prohibit prosecution of an such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentpatent applications.

Ownership of Inventions. Inventorship of inventions conceived or reduced to practice in the course of activities performed under or contemplated by this Agreement shall Inventions will be determined by application in accordance with the rules of U.S. inventorship under United States patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its serviceslaws. Subject to the rights licenses granted under this Agreement, as between the Parties, Licensee will own all Licensee ***Confidential Treatment Requested -23- Inventions, POZEN will own all POZEN Inventions, and Joint Inventions will be owned jointly by Licensee and POZEN; provided, however, that during the Term of this Agreement: (i) neither POZEN nor Licensee shall [...***...] other than as expressly provided in this Agreement, including Section 7.1 (Licensed Technology), without the consent of the other Party, which consent shall not be unreasonably withheld, conditioned or delayed, and (ii) neither Party shall assign, pledge, encumber, license or otherwise transfer any of its rights in any Joint Invention or Joint Patent without the other Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Upon any expiration or termination of this Agreement, each Party shall will have the right to practice exploit, license and exploit grant rights to sublicense each such Joint Invention and Joint Patent, without any duty of accounting to the other Party, and each Party hereby consents, and agrees to consent, without payment of any further consideration or royalty, to the Joint Party’s exploitation and licensing of said Joint Party’s interest in such Joint Invention or Joint Patent to Third Parties; provided, that nothing in this Section 9.3 gives either Party any right or license under any intellectual property rights Controlled by the other Party other than Joint Inventions and Joint Patents, without any obligation regardless of whether such rights are necessary in order to account to exploit the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, Patents pursuant to this Section 9.3. The Parties acknowledge and each Party hereby waives any right it may have agree that AstraZeneca AB owns all AstraZeneca Inventions (as defined in the Original Agreement) conceived under the Laws Original Agreement in the performance of any jurisdiction to require any such approval or accounting; and activities undertaken pursuant to the extent there are any applicable Laws that prohibit such a waiverOriginal Agreement solely by employees, each Party will be deemed agents, or independent contractors of AstraZeneca AB, its Affiliates or sublicensees prior to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentthe Amended and Restated Effective Date.

Ownership of Inventions. Inventorship 9.1.1 Except as otherwise set forth in Sections 9.1.2 through 9.1.7 below, the entire right and title in all discoveries, inventions or other technology, data or information (whether patentable or not), together with all patent and other intellectual property rights therein, made or conceived during and as a result of a Development Program or the performance of other obligations under this Agreement, (e.g., manufacturing) (collectively, the "Inventions") (a) by employees of Gen-Probe or others acting solely on behalf of Gen-Probe (the "Gen-Probe Inventions") shall be owned solely-by Gen-Probe, (b) by employees of Chiron or others acting solely on behalf of Chiron (the "Chiron Inventions") shall be owned solely by Chiron, and (c) jointly by employees of Gen-Probe or others acting on behalf of Gen-Probe and employees of Chiron or others acting on behalf of Chiron (the "Joint Inventions") shall be owned jointly by Gen-Probe and Chiron. (a) Chiron Inventions shall be included within the Chiron IP Rights, Gen-Probe Inventions shall be included within the Gen-Probe IP Rights, and Joint Inventions shall be within both the Chiron IP Rights and Gen-Probe IP Rights, so that they are available for use within the scope of this Agreement. (b) Each party shall have the right, subject to the provisions of this Agreement, to freely exploit, transfer, license or encumber its rights in both its own inventions conceived hereunder (except that each party expressly agrees that this sentence does not create in any way an implied license to the intellectual property of the other party and that there are no such implied licenses in this Agreement) and in any Joint Invention hereunder (or reduced the patent and other intellectual property rights therein) without the consent of, or compensation or accounting to, the other party, except as to practice a Joint Invention to the extent that: (i) Such use or application of a Joint Invention would require a license from the other party (under a Valid Claim other than those claiming the Joint Invention) each party expressly agreeing that in this Agreement there are no implied licenses to the intellectual property of the other party); and (ii) except that, absent mutual written agreement, no use of any such Joint Invention shall be made during any term of this Agreement in connection with a Competitive Probe Assay (which shall mean for all purposes of this Agreement (i) as to both parties, a nucleic acid probe-based assay which is used for the same clinical indication as any Initial Blood Screening Assay, Future Blood Screening Assay, or [PROVISION ASSIGNED] developed under this Agreement; and (ii) as to Gen-Probe, a nucleic acid probe-based assay which is used for the same clinical indication as any [PROVISION ASSIGNED].) 9.1.2 Neither Chiron nor Gen-Probe shall have any rights in or to the patent rights or other intellectual property rights of the other party for any use or application other than those expressly and specifically granted by this Agreement. 9.1.3 The parties acknowledge and agree that, notwithstanding that only limited rights have been granted hereunder, certain new technology may be discovered, invented or created solely by Chiron through Chiron's use of the Gen-Probe IP Rights within the uses and in the course of activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or manner contemplated by this Agreement. The Parties also acknowledge and agree that, including activities related to notwithstanding that only limited rights have been granted hereunder, certain new technology may be discovered, invented or created solely by Gen-Probe through Gen-Probe's use of the Programs, to assign his or her interest in any invention conceived or reduced to practice Chiron IP Rights within the uses and in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under manner contemplated by this Agreement, each Party shall have the right to practice . The rights and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval obligations of the other Parties with respect to all such new technology shall be governed by this Article 9. 9.1.4 As used herein, a "Derivative Invention" shall mean any Invention made after the date of this Agreement and claimed in a Valid Claim of the Inventing Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patent.which:

Ownership of Inventions. Inventorship Eisai shall own Eisai Patents and Eisai Know-How existing on the Original Agreement Effective Date, and Company shall own Company Patents and Company Know-How existing on the Original Agreement Effective Date. All inventions and discoveries that are conceived, discovered or otherwise made solely by or on behalf of inventions conceived a Party (or reduced to practice any of their Affiliates, subcontractors or sublicensees or its or their respective Representatives), in the course of conducting Development, Manufacturing and/or Commercialization activities performed for any Eisai Collaboration Product under or contemplated by relating to this Agreement and/or the Original Agreement, whether or not patentable, shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating own an equal, undivided interest in all employees, agents, consultants, contractorsinventions, and discoveries that are conceived, discovered or otherwise made jointly by or on behalf of both Parties (or their respective Affiliates, subcontractors (as provided in Section 3.2.7or sublicensees or its or their respective Representatives) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such performing activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this AgreementAgreement and/or the Original Agreement whether or not patentable (collectively, each “Joint Inventions”), and any and all Patent Rights arising therefrom (collectively, such Patent Rights with respect to Joint Inventions, “Joint Patents”), and Know-How that is conceived, discovered or otherwise made jointly by or on behalf of both Parties (or their respective Affiliates, subcontractors or sublicensees or its or their respective Representatives) in the course of performing activities under this Agreement and/or Original Agreement (collectively “Joint Know- How”), and other intellectual property rights thereto. Each Party shall have the right full rights to practice license, assign and exploit such Joint Inventions (and Joint Patentsany Patents arising therefrom) anywhere in the world, without any obligation to account requirement of gaining the consent of, or accounting to, the other Party, subject to the other for profitslicenses granted herein and subject to Section 7.4. Inventorship shall be determined in accordance with Japanese patent law. For the purpose of clarification, or to obtain any approval ownership of the other Party to license, assign, or otherwise exploit Joint Inventions Regulatory Filings and Joint Patents, Regulatory Approvals shall be governed by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint PatentSection 6.4.

Ownership of Inventions. Inventorship of inventions conceived or reduced to practice in the course of activities performed under or contemplated by this Agreement shall be determined by application of U.S. United States patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “"Joint Invention”"), and if one or more claims included in an issued Patent patent or pending Patent patent application which is filed in a patent office in arising out of the Territory Collaboration claim such Joint InventionInvention and, under U.S. patent law, would require the naming of at least one co-inventor who is an employee, consultant or contractor of Amgen and/or its Affiliates, and at least one co-inventor who is an employee, consultant or contractor of Predix and/or its Affiliates, such issued Patent or such pending Patent application claims shall be jointly owned by the Parties (each such patent application or patent, a “"Joint Patent”Patents"). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent patent application filed claiming such solely owned invention shall also be solely owned by such Party. This Agreement shall be understood to be a joint research agreement in accordance with 35 U.S.C. Section 103(c)(3) to develop the Program Compounds (other than Acquired Compounds) and Program Products (other than Acquired PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE EXCHANGE ACT; [*] DENOTES OMISSIONS. Products). Each Party shall enter into binding agreements, or have entered into binding agreements that are still effective, obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) its employees performing activities under or contemplated by this Agreement, including activities related to the ProgramsProgram Compounds or Program Products, to assign his or his/her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint PatentParty.

Ownership of Inventions. Inventorship of inventions conceived or reduced to practice in the course of activities performed under or contemplated by this Agreement shall be determined by application of U.S. United States patent Laws pertaining to inventorship. If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be owned by such Party, and any patent filed claiming such solely owned invention shall also be owned by such Party. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent patent or pending Patent patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application claims shall be jointly owned by the Parties (each such patent application or patent, a “Joint PatentPatent Rights”). If such an invention is solely invented by an employeeSubject to Section 5.6 with respect to contractors, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, consultants and subcontractors (as provided in Section 3.2.7) contractors performing activities under or contemplated by this Agreement, including activities related to the ProgramsBMS Patent Rights, Licensed Compounds or Licensed Products, to assign his or his/her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject This Agreement shall be understood to be a joint research agreement in accordance with 35 U.S.C. § 103(c)(3) with respect to the rights granted under development of Licensed Compounds and Licensed Products. The filing, prosecution, maintenance and enforcement of Joint Patent Rights shall be handled in accordance with this Agreement, each Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and Article 10 to the extent there are such Joint Patent Rights Cover a Pharmacopeia Excluded Compound. For purposes of clarity, BMS shall be solely responsible, in its sole discretion, for the filing, prosecution, maintenance and enforcement of any applicable Laws that prohibit such Joint Patent Rights which Cover a waiverBMS Excluded Compound, each Party and, as further set forth in Section 10.4.2, for all BMS Other Patent Rights. The Parties will be deemed to so consent. Each Party agrees to be named as confer regarding the filing, prosecution, maintenance and enforcement of any Joint Patent Rights which Cover neither a partyBMS Excluded Compound nor a Pharmacopeia Excluded Compound, if necessaryor which Cover both a BMS Excluded Compound and a Pharmacopeia Excluded Compound, provided that, to bring or maintain a lawsuit involving a the extent reasonably feasible, the Parties will endeavor (such as through the filing of divisional applications) to Cover BMS Excluded Compounds and Pharmacopeia Excluded Compounds in separate applications within the Joint Invention or Joint PatentPatent Rights.

Ownership of Inventions. Inventorship Subject to the third paragraph of inventions conceived or reduced this Section 16.1, SQZ shall own all SQZ Inventions and shall Handle and pay at its discretion for the Patent Rights covering such SQZ Inventions, Roche shall own all Roche Inventions and shall Handle and pay at its discretion for the Patent Rights covering such Roche Inventions, and SQZ and Roche shall jointly own all Joint Inventions and Roche shall Handle the Patent Rights covering such Joint Inventions and the Parties shall share [***] Certain information in this document has been excluded pursuant to practice 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. equally any external expenses associated therewith. SQZ and Roche each shall require all of its employees to assign all Inventions made by them to Roche and SQZ, as the case may be. The determination of inventorship for Inventions shall be in accordance with US inventorship laws as if such Inventions were made in the course of activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its servicesUS. Subject to the rights licenses granted under this Agreement, SQZ and Roche will each Party shall have the right to practice and exploit an equal undivided share in Joint Inventions and Joint PatentsPatent Rights, without any obligation to account to the other for profitsexploitation thereof, or to obtain any approval seek consent of the other Party for the grant of any license thereunder (except for a Party’s rights and obligations as a licensee thereunder with respect to licenseProducts, assignwhich rights and obligations are governed by this Agreement). To the extent necessary to give effect to the foregoing, each Party grants to the other party a non-exclusive, royalty-free (except as provided in this Agreement), sublicensable (through multiple tiers) license under the jointly owned Joint Patent Rights in all fields in the Territory. Notwithstanding anything to the contrary in this Agreement (including the first and second paragraphs of this Section 16.1, (a) SQZ shall own Patents, Know-How and Inventions generated, developed, discovered, conceived, invented, first reduced to practice, or otherwise exploit made in the course of carrying out activities under this Agreement regardless of inventorship to the extent (i) solely related to the SQZ Platform and/or Microfluidic Chips and/or (ii) dominated by the SQZ Base Patent Rights (each, a “SQZ Platform Invention”); (b) for research under a specific Collaboration Plan prior to exercise of the Roche Antigen Option or Roche TCL Option, as applicable, or otherwise made in the course of carrying out activities under this Agreement, all Patent Rights, Know-How and Inventions generated, developed, discovered, conceived, invented or first reduced to practice, regardless of inventorship (i) relating solely to a Collaboration Product, SQZ Product or a TCL Product shall be owned solely by SQZ, and (ii) relating solely to a Roche Product shall be owned solely by Roche (in each case of (i) and (ii), a “Pre-Option Product Specific Invention”); (c) after exercise of a Roche Antigen Option or Roche TCL Option, Patent Rights, Know-How and Inventions that are generated, developed, discovered, conceived, invented, first reduced to practice, or otherwise made in the course of carrying out the development or commercialization of the applicable Licensed Product subject to such option regardless of inventorship and that are (1) solely related to an Unshared Product, Roche Product or Licensed TCL Product shall be owned solely by Roche, and (2) solely related to a Shared Product shall be owned solely by Roche in the Roche Territory (collectively with the inventions in clause (1), each, a “Post-Option Roche Product Specific Invention”) and shall be owned solely by SQZ in the SQZ Territory (each, a “Post-Option SQZ Product Specific Invention”); and (d) Patent Rights, Know-How and Inventions that are generated, developed, discovered, conceived, invented, first reduced to practice, or otherwise made in the course of carrying out [***] 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. development or commercialization activities under this Agreement that are not SQZ Platform Inventions, Pre-Option Product Specific Inventions, Post-Option SQZ Product Specific Inventions, or Post-Option Roche Product Specific Inventions shall be owned by the Party or jointly by the Parties that employ or otherwise contract with persons who invent in the case of inventions, author in the case of copyright, or generate in the case of Know-How, such Patent Rights, Know-How and Inventions (“Other Collaboration Inventions”). Any jointly owned Other Collaboration Inventions that are solely related to antigen presenting cell therapies and/or using tumor cell lysate for cell therapies shall be deemed “Other Cell Therapy Collaboration Joint Inventions and Joint PatentsInventions”. In addition, by reason of joint ownership thereofin the event that Roche exercises the Roche Antigen Option or Roche TCL Option for a Licensed Product, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws Pre-Option Product Specific Inventions for such Licensed Product that prohibit is an Unshared Product, Licensed TCL Product or Shared Product in the Roche Territory, SQZ shall assign any such a waiverPre-Option Product Specific Inventions for such Licensed Product to Roche, each Party subject to coordination and timing of assignment to take into account any patentability and/or prosecution concerns, and after such assignment to Roche, such Invention will be deemed considered a Post-Option Roche Product Specific Invention. The Party owning such Invention, in its sole discretion but subject to so consentSection 16.4 or Section 16.5, as applicable, may file for patent protection on its Invention as set forth above in its own name; provided that the Parties shall discuss and coordinate patent filings and prosecution and maintenance to the extent such prosecution and maintenance of one Party’s Inventions impacts the patent filings of the other Party or would otherwise be detrimental to the patent protection for Inventions of the other Party. Each Party agrees shall promptly sign and deliver any and all documents or information legally required for the transferring of ownership rights and/or securing of such Invention in any country as determined by the owning Party or to effectuate such joint ownership, and shall assign its right, title and interest in such Invention, Know-How and/or Patent Right to effectuate the foregoing ownership. The Party owning an Invention solely owned by one Party pursuant to this paragraph shall grant to the other Party and its Affiliates a non-exclusive, worldwide, license under such Invention and Patent Rights and Know-How therein for the purpose of exercising its rights and obligations under this Agreement. Except as specifically set forth herein, this Agreement shall not be named construed as a party(i) giving any of the Parties any license, if necessaryright, title, interest in or ownership to bring the Confidential Information of the other Party; (ii) granting any license or maintain a lawsuit involving a Joint Invention right under any intellectual property rights; or Joint Patent(iii) representing any commitment by either Party to enter into any additional agreement, by implication or otherwise.

Ownership of Inventions. Inventorship PATENT PROSECUTION AND ENFORCEMENT 9.1 Ownership of Information and Inventions. (a) Except as expressly set forth in Section 9.1(b), as between the Parties, each Party will own all inventions (and Patents that claim such inventions) solely conceived of by or reduced to practice on behalf of it or its Affiliates or its or their respective employees, agents and independent contractors in the course of conducting its activities performed under or contemplated by this Agreement shall be determined (collectively, “Sole Inventions”). All inventions conceived of jointly by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants Affiliates, agents, or independent contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one Party or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor any of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice its Affiliates in the course of such conducting its activities under this Agreement (collectively, “Joint Inventions”) and Joint Patents will be owned jointly by the Parties. This Agreement will be understood to be a joint research agreement under 35 U.S.C. §103(c)(3) entered into for the Party for which such employeepurpose of researching, consultant identifying and developing Licensed Collaboration Compounds or contractor is providing its servicesLicensed Collaboration Products under the terms set forth herein. Subject to the rights and licenses granted under this Agreement, each it is understood that neither Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other Party for profits, or to obtain any approval of the other Party to license, assign, assign or otherwise exploit such Joint Inventions and Joint PatentsInventions, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws Applicable Law of any jurisdiction to require any such approval or accounting; . (b) As between the Parties, any inventions (and Patents that claim such inventions) conceived by or on behalf of either Party or its Affiliates or its or their respective employees, agents and independent contractors (whether solely, jointly or with one (1) or more Third Party(ies)) in the course of conducting its activities under this Agreement during the Research Term to the extent there are such inventions relate specifically to the Schrödinger Platform, including those that constitute improvements to the Schrödinger Platform (the “Schrödinger Platform Inventions”) will be owned by Schrödinger. For clarity, [***]. To the extent BMS or its Affiliates has or obtains any applicable Laws right, title or interest in or to the Schrödinger Platform Inventions, BMS and its Affiliates will, and hereby do, assign to Schrödinger or one or more of its designated Affiliates, its and its Affiliates’ rights, title and interest in any Schrödinger Platform Inventions conceived by BMS or its Affiliates or its or their respective employees, agents and independent contractors (whether solely, jointly or with one (1) or more Third Party(ies)) during the Research Term. BMS will take all reasonable actions and provide Schrödinger with all reasonably requested assistance to effect such assignment and will execute any and all documents necessary to perfect such assignment. Promptly following BMS’ or any of its Affiliate’s receipt of an invention disclosure with respect to any invention conceived, solely or jointly, by BMS or its Affiliates that prohibit constitutes a Schrödinger Platform Invention, BMS will promptly disclose to Schrödinger in writing, and will cause its Affiliates to so disclose, such a waiverSchrödinger Platform Invention. (c) Inventorship for patentable inventions conceived during the course of the performance of activities pursuant to this Agreement shall be determined in accordance with U.S. Patent laws for determining inventorship and other Applicable Law in the U.S. without regard to conflict of law, irrespective of where or when such conception, discovery, development or making occurs. If U.S. law otherwise would not apply to the conception, reduction to practice, discovery, development or other making of any Information or inventions hereunder, each Party will be deemed shall, and does hereby, assign, and shall cause its Affiliates and its and their Sublicensees to so consent. Each Party agrees to be named as a party, if necessaryassign, to bring the other Party, without additional compensation, such right, title and interest in and to any Information and inventions as well as any intellectual property rights with respect thereto, as is necessary to fully effect, as applicable, the sole ownership or maintain a lawsuit involving a Joint Invention the joint ownership provided for in Section 9.1(a) or Joint PatentSection 9.1(b).

Ownership of Inventions. Inventorship (a) Inventorship, and ownership, of inventions conceived any Inventions will be determined in accordance with the standards of inventorship and conception under U.S. patent laws (without reference to any conflict of law principles); […***…]. (b) Without modifying or reduced limiting the ownership and rights as provided for in Section 9.1(a), each party shall, prior to practice any public disclosure or filing of a Patent application, disclose to the other party each Invention, and shall allow reasonably sufficient time (at least […***…] days from the date of receipt by the other party) for comment and review by the other party as to whether such other party would recommend for a Patent to be filed (but only by the party or parties who is or are entitled to do so in accordance with Section 9.2). The parties will work together to resolve any issues regarding inventorship or ownership of Inventions; provided that, subject to Section 9.2, the final decision on whether to file a Patent on an Invention shall be in the sole discretion of the party owning the Invention. (c) Each party shall perform its activities under this Agreement through personnel who are subject to written obligations to assign intellectual property created in the course of activities performed under their employment to such party or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties its Affiliate. (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (d) Except as expressly provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor it is providing its services. Subject to the rights granted under this Agreement, each Party shall understood that neither party will have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval or consent of, nor pay a share of the proceeds to or account to, the other Party party to practice, enforce, license, assign, assign or otherwise exploit its interest in Pre-Clinical Development Data, Inventions or Patents owned jointly by the parties hereunder, including any Joint Inventions and or Joint Invention Patents, by reason of joint ownership thereof, and each Party party hereby waives any right it may have under the Laws laws of any jurisdiction to require any such approval approval, consent or accounting; . Each party agrees to cooperate with the other party, as reasonably requested and at the requesting party’s reasonable expense, and to take such actions, at the extent there are any applicable Laws that prohibit such requesting party’s reasonable expense, as may be required to give effect to this Section 9.1(d) in a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentparticular country in the Territory.

Ownership of Inventions. Inventorship Subject to the licenses set forth in Article 2 and the rights set forth in this Article 10, Revance shall retain ownership of inventions the Licensed Technology Rights other than the Collaboration Data. As between the Parties all right, title and interest to inventions, Know-How and other intellectual property (together with all intellectual property rights therein) conceived or created or first reduced to practice in connection with the course exercise of activities performed rights or performance of obligations under or contemplated by this Agreement (“Inventions”) (i) by or under the authority of Mylan or its Affiliates or Sublicensees, independently of Revance and its Affiliates, shall be determined owned by application Mylan (“Mylan Inventions”); (ii) by or under the authority of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented Revance or its Affiliates or Sublicensees, independently of Mylan and its Affiliates, shall be owned by one Revance; and (iii) by personnel of Mylan or more employees, consultants its Affiliates and Revance or contractors of each Party, such inventions its Affiliates shall be jointly owned by the Parties (each such invention, a “Joint Invention”), Mylan and if one or more claims included in Revance. Any patent application claiming an issued Patent or pending Patent application which Invention that is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application Parties, which is filed by a Party or its Affiliate after the Effective Date, together with any resulting patent, may be referred to herein as a “Joint Patent”). If such an invention is solely invented by an employeeRevance’s interest in any Inventions that are necessary or useful to the Exploitation of the Cell Line, consultant Biological Active Substance, Product or contractor a component of a Partythe Product in the Mylan Territory, such invention and all intellectual property rights therein, shall be solely owned by such Partyautomatically included in the Licensed Technology Rights. Mylan’s interest in any Inventions that are necessary or useful to the Exploitation of the Product in the Revance Territory, and any Patent application filed claiming such solely owned invention all intellectual property rights therein, shall also be solely owned by such Partyautomatically included in the Mylan Technology Rights. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (Except as expressly provided otherwise in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each neither Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party to licensefor, assign, nor pay the other Party any share of the proceeds from or otherwise exploit account to the other Party for, the practice, enforcement, licensing, assignment or other exploitation of such jointly owned Inventions or Joint Inventions and Joint Patents, by reason of joint ownership thereofPatent or other intellectual property rights therein, and each Party hereby waives any right it may have under the Laws laws of any jurisdiction country to require any such approval approval, sharing or accounting; and . Notwithstanding anything to the extent there are any applicable Laws that prohibit such a waivercontrary in this Agreement, but subject to the rights and licenses granted under this Agreement, as between the Parties, each Party will be deemed retains ownership of its inventions, Know-How and other intellectual property (together with all intellectual property rights therein) conceived or created or first reduced to so consent. Each Party agrees to be named as a party, if necessary, to bring practice before the Effective Date or maintain a lawsuit involving a Joint Invention outside of the Initial Development Plan or Joint Patentthe Development Plan.

Ownership of Inventions. Inventorship (a) Ownership of inventions conceived or reduced to practice arising during and in the course of activities performed the Parties’ performance under or contemplated by this Agreement the Agreement, and related intellectual property rights (“Inventions”) shall be determined by application in accordance with U.S. rules of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”except as otherwise set forth in this Section 11.2(a), and if one or more claims included below. For clarity, except as set forth in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Inventionthis Section 11.2(a), such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreementbelow, each Party shall have the right an undivided interest in and to practice and exploit any Inventions made by employees or independent contractors of both Parties (“Joint Inventions and Joint PatentsInventions”), without any obligation to account a duty of accounting to the other for profits, or Party and without an obligation to obtain any approval consent of the other Party to licensegrant licenses thereunder in countries in which such duty or obligation would otherwise apply. Each Party shall promptly disclose, assignand shall cause its Sublicensees and Affiliates to disclose, to the other Party any Inventions that it or its employees, Sublicensees, Affiliates, independent contractors or agents solely or jointly make, conceive, reduce to practice, author, or otherwise exploit Joint discover. Notwithstanding the foregoing: (i) Subject to Section 11.3(a)(i), Nektar shall solely own all Inventions relating to the Device, to methods of using or manufacturing the Device, and/or to the PDDS Platform Technology, whether made by employees, independent contractors or agents of either Party or jointly by employees, independent contractors or agents of both Parties. Such Inventions and Joint PatentsPatents and Patent Applications claiming such Inventions are included in the Nektar Patent Rights and Nektar Know-How, by reason of joint ownership thereofas applicable, and each licensed to Bayer pursuant to Section 2.1. (ii) Subject to Section 11.3(a)(ii), Bayer shall solely own all Inventions relating to Formulated Amikacin or to methods of using or manufacturing the Formulated Amikacin, including without limitation methods of treatment using Formulated Amikacin, whether made by employees, independent contractors or agents of either Party or jointly by employees, independent contractors or agents of both Parties. Bayer hereby waives any grants to Nektar a non-exclusive, royalty-free, license with the right it may have to grant sublicenses in accordance with Section 2.3 (the portion of which license described in subsection (B), below, shall be irrevocable and perpetual), under the Laws of any jurisdiction to require any Bayer’s interest in such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessaryInventions, to bring make, have made, use, have used, sell, have sold, offer for sale, import, have imported, exported and have exported (A) the Product in the Shared Territory and (B) other products that are based on or maintain incorporate a lawsuit involving a Joint Invention or Joint Patentcombination of such Inventions and the PDDS Platform Technology in the Territory.

Ownership of Inventions. Inventorship Subject to the terms hereof, including the licenses and other rights granted hereunder, all Inventions shall be owned as follows: (a) Nerviano shall own the entire right, title and interest in and to all Inventions (including all patents and other intellectual property rights thereto) made solely by its employees or others acting on behalf of inventions conceived Nerviano (or reduced to practice solely by such persons and Third Parties performing work for Nerviano) in the course performance of the Development Plan or other activities performed undertaken under or contemplated by this Agreement (“After-Developed Nerviano Inventions”). All After-Developed Nerviano Inventions will be included in the license and right granted under Article 2 above; (b) Ignyta shall own the entire right, title and interest in and to all Inventions (including all patents and other intellectual property rights thereto) made solely by its employees or others acting on behalf of Ignyta (or solely by such persons and Third Parties performing work for Ignyta) in the performance of the Development Plan or other activities undertaken under this Agreement; (c) The Parties shall jointly own all Joint Inventions (as defined below). Nerviano’ rights in and to each Joint Invention (including all patent rights and other intellectual property rights to it) will be determined by application included in the license and rights granted under Article 2 above, and, subject to such license and rights, each Party may make, use, sell, keep, license or assign its interest in Joint Inventions and otherwise undertake all activities a sole owner might undertake with respect to such Joint Inventions, without the consent of U.S. and without accounting to the other Party. “Joint Inventions” means Inventions for which it is determined, in accordance with United States patent Laws pertaining to inventorship. If such inventions are jointly invented by law, that both: (i) one or more employees, consultants or contractors agents of each Party, Nerviano or any other persons obligated to assign such inventions shall be jointly owned by the Parties Invention to Nerviano; and (each such invention, a “Joint Invention”), and if ii) one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under consultants or contemplated by this Agreement, including activities related to the Programs, agents of Ignyta or any other persons obligated to assign his or her interest in any invention conceived or reduced such Invention to practice in the course of such activities to the Party for which such employeeIgnyta, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, each Party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of are joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentinventors.

Ownership of Inventions. Inventorship of inventions conceived or reduced to practice in the course of activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7a) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor is providing its servicesPre-existing IP. Subject only to the rights expressly granted to the other Party under this Agreement or the Existing Agreement, each Party shall retain all rights, title and interests in and to any Intellectual Property Rights that are owned by, or licensed or sublicensed to, such Party prior to the Effective Date or independently of this Agreement. (b) Inventorship of Inventions shall be determined in accordance with U.S. patent Laws applicable to the determination of inventorship. Ownership of such Inventions shall be as follows in subsections (c) through (f). (a) All Inventions that incorporate any Licensed Intellectual Property or that are improvements to any Licensed Intellectual Property, invented, discovered, generated or made (i) solely by either Party, its Affiliates or its or its Affiliates’ employees, agents or independent contractors or (ii) jointly by both Parties, their Affiliates or their and their Affiliates’ employees, agents or independent contractors, in each case of (i) and (ii), during the Term in the performance of any activity contemplated under this Agreement or otherwise in the exercise of its or their rights 55 or the carrying out of its or their obligations under this Agreement (collectively, “Improvements”), and all Intellectual Property Rights therein, shall be [***]. (b) All Inventions conceived, generated or otherwise made solely by employees, agents and independent contractors of Seres or its Affiliates pursuant to this Agreement, and all Intellectual Property Rights therein, shall be owned, as between the Parties, solely by the Seres. (c) All Inventions, [***], that are conceived, generated or otherwise made solely by employees, agents and independent contractors of Licensee or its Affiliates or Sublicensees pursuant to this Agreement that are directly related to the Exploitation of a Collaboration Product, and all Intellectual Property Rights therein (“Licensee Sole Inventions”), shall be owned, as between the Parties, solely by Licensee. All Patents claiming Licensee Sole Inventions shall be referred to herein as “Licensee Sole Patents.” (d) All Inventions, [***], that are conceived, generated or otherwise made jointly by employees, agents and independent contractors of each Party or its Affiliates or sublicensees pursuant to this Agreement, and all Intellectual Property Rights therein (“Joint Inventions”), shall be owned jointly by the Parties such that each Party shall have an undivided interest therein. All Patents claiming Joint Inventions shall be referred to herein as “Joint Patents.” Except to the right extent either Party is restricted by the licenses granted to the other Party and covenants set forth herein or in the Existing Agreement, each Party shall be entitled to practice and exploit the Joint Inventions and Joint Patentsthe Intellectual Property Rights therein, without any obligation to account [***]. (e) Each Party shall promptly disclose to the other for profitsParty in writing, and shall cause its Affiliates and sublicensees to so disclose, the discovery, making, conception or reduction to obtain practice of any approval Invention conceived, generated or otherwise made by employees, agents and independent contractors of such Party, Affiliates and sublicensees pursuant to this Agreement. Each Party shall, and shall cause its sublicensees and Affiliates, and all independent contractors, employees and agents of such Party, to cooperate with the other Party and take all reasonable actions and execute such agreements, declarations, assignments, legal instruments and documents as may be reasonably required to licenseperfect the other Party’s right, assign, or otherwise exploit Joint Inventions title and Joint Patents, by reason of joint ownership thereofinterest in and to Inventions, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; Patents thereon, and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consentother Intellectual Property Rights as set forth in this Section 11.1. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentshall also include provisions in its relevant agreements entered into after the date of this Agreement with Third Parties that effect the intent of this Section 11.1.

Ownership of Inventions. Inventorship Applications for Patent, Patents and ------------------------------------------------------------- Copyrights. The entire right and title in all writings, inventions, ---------- discoveries, improvements and other technology directed to the manufacture or use of inventions conceived a Product, or reduced to practice in the course of activities performed under constituting a Product; whether or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one not patentable or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”)copyrightable, and if one any patent applications, patents or more claims included in an issued Patent copyrights based thereon (collectively, the "Inventions") that are made or pending Patent application which is filed in conceived during and as a patent office in result of the Territory claim such Joint Invention, such issued Patent Research Program (i) solely by employees or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor others acting on behalf of a Party, such invention Gensia Sicor shall be solely owned by such Party, and any Patent application filed claiming such Gensia Sicor ("Gensia Sicor Inventions") (ii) solely owned invention by employees of Sankyo or others acting on behalf of Sankyo shall also be solely owned by such PartySankyo ("Sankyo Inventions"), or (iii) jointly by employees or others acting on behalf of Gensia Sicor and Sankyo shall be owned jointly by Sankyo and Gensia Sicor ("Joint Inventions"). Each Party party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related promptly disclose to the Programsother party the making, conception or reduction to practice of Inventions by employees or others acting on behalf of such party. Each party represents and agrees that, all employees and other persons acting on its behalf in performing its obligations under this Agreement shall be obligated under a binding written agreement to assign his to such party or her interest in any invention as such party shall direct, all Inventions made or conceived by such employee or reduced to practice other person, or in the course case of such activities to the Party non-employees working for which such employeeother companies or institutions on behalf of Gensia Sicor or Sankyo; Gensia Sicor or Sankyo, consultant or contractor is providing its services. Subject to the rights granted under this Agreementas applicable, each Party shall have the right to practice license all Inventions made by such non-employees on behalf of Gensia Sicor or Sankyo, as applicable, in accordance with the policies of said company or institution. Gensia Sicor and exploit Joint Inventions and Joint PatentsSankyo agree to undertake to enforce such agreements (including, without any obligation to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patentswhere appropriate, by reason legal action) considering, among other things, the commercial value of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentinventions.

Ownership of Inventions. Inventorship of inventions conceived or reduced to practice in the course of activities performed under or contemplated (a) Neither Party hereto will be deemed by this Agreement shall be determined by application to have been granted any license or other rights to the other Party’s rights in any inventions, technology, discoveries, or other proprietary property (collectively, “Inventions”) existing as of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors the Effective Date of each Party, such inventions shall be jointly owned by the Parties (each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related except as expressly provided herein. (b) Except as provided otherwise herein, each Party will solely own all Inventions that are made (as determined by U.S. rules of inventorship) solely by employees of or consultants to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the that Party for which such employee, consultant or contractor is providing its services. Subject to the rights granted under this Agreement, even if such Invention was made under the Research Plan. Such an Invention will be an “Isis Invention” or an “Ercole Invention,” as the case may be, and Patents claiming such Inventions will be “Isis Invention Patents” or “Ercole Invention Patents,” respectively. (c) Except as provided otherwise herein, Isis and Ercole will jointly hold title to all Inventions, whether or not patentable, that are made (as determined by the U.S. rules of inventorship) jointly by employees of or Consultants to Isis and Ercole, as well as to Patents filed thereon. Such Inventions will be “Jointly Owned Inventions,” and Patents claiming such Jointly Owned Inventions will be “Jointly Owned Invention Patents.” Isis and Ercole will promptly provide each other with notice whenever a Jointly Owned Invention is made. The Parties agree and acknowledge that, except insofar as this Agreement provides otherwise, the default rights conferred on joint owners under US patent law, including the right of each Party shall have the right to practice independently practice, license and exploit use a Joint Inventions and Joint PatentsPatent, without any obligation to account will apply in relation to the other for profitsJointly Owned Invention Patents throughout the world as though US patent law applied worldwide. (d) The Parties agree that an Invention created by Ercole using a Splicing Modulator provided to Ercole by Isis will also be a Jointly Owned Invention. Similarly, or the Parties understand that the discovery of a method of treating human disease by inhibiting a particular gene product using a Splicing Modulator provided to obtain any approval Ercole by Isis, where Isis’ Splicing Modulator data are used to support the claims of the other Party Patent, will be a Jointly Owned Invention. (e) The Parties agree, upon reasonable request, to license, assign, or otherwise exploit Joint Inventions execute any documents reasonably necessary to effect and Joint Patents, by reason of joint perfect each other’s ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint PatentInvention.

Ownership of Inventions. Inventorship of inventions conceived Title to Know-How, including inventions, discoveries, improvements, information and other technology, whether or not patentable, conceived, made or reduced to practice in the course of activities performed under or contemplated by this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employees, consultants or contractors performance of each Party, such inventions shall be jointly owned by the Parties (’s obligations or exercise of each such invention, a “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities ’s rights under or contemplated by this Agreement, including activities related such Know-How, including improvements, that is conceived, reduced to practice or otherwise developed by Regulus and AstraZeneca, either solely or jointly, as the case may be, while fulfilling the obligations under the Research Program that relate to the ProgramsLead Compounds and/or the Product (collectively, the “Program Inventions”) and any Patents claiming such Program Inventions (“Program Patents”), are retained by the Party that is the employer of the inventor(s) (or, in the case of consultants and (sub)contractors, the Party for which the consultant or (sub)contractor is providing its services). Each Party will ensure that every employee, consultant, and (sub)contractor employed or contracted by that Party in the performance of the Research Program has a written obligation to assign all (or, to assign his or her interest in any invention conceived the extent assignment is not permitted by applicable law, waive all rights in) Know-How and Patents conceived, made or reduced to practice in the course of such activities to the Party for which by each such employee, consultant consultant, and (sub)contractor to such Party. The Parties agree that the United States federal patent law on inventorship will determine the inventorship of any Program Invention and the names of the inventors on any Program Patent filings, whether sole or contractor is providing its services. Subject joint inventions, which arise in connection with activities conducted pursuant to the rights granted under this Agreement. AstraZeneca will own Program Inventions invented solely by employees, each Party shall have consultants and/or (sub)contractors of AstraZeneca (the right to practice “AstraZeneca Program Inventions”) and exploit any Patents claiming such Program Inventions (the “AstraZeneca Program Patents”). Regulus will own Program Inventions invented solely by employees, consultants and/or (sub)contractors of Regulus (the “Regulus Program Inventions”) and any Patents claiming such Program Inventions (the “Regulus Program Patents”). Regulus and AstraZeneca will own jointly such Program Inventions invented by employees, consultants and/or (sub)contractors of Regulus and AstraZeneca (the “Joint Inventions”) and any Patents claiming such Program Inventions and (the “Joint Patents, without any obligation ”). Regulus will promptly disclose to account to the other for profits, or to obtain any approval of the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require AstraZeneca any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Regulus Program Invention or Joint Patent.Invention, and AstraZeneca will promptly disclose to Regulus any AstraZeneca Program Invention or Joint Invention, arising from or made in the performance of the Research Program and any patent or patent application claiming such Program Invention

Ownership of Inventions. Inventorship of As between the Parties, each Party shall own any inventions conceived (or conceived and reduced to practice practice) solely by its own employees, agents, or independent contractors in the course of conducting its activities performed under this Agreement, together with all intellectual property rights therein (“Sole Inventions”). Sole Inventions conceived (or contemplated conceived and reduced to practice) solely by Norgine’s own employees, agents or independent contractors in the course of conducting its activities under the Agreement shall be “Norgine Sole Inventions”. Sole Inventions conceived (or conceived and reduced to practice) solely by Tranzyme’s own employees, agents or independent contractors in the course of conducting its activities under this Agreement shall be determined by application of U.S. patent Laws pertaining to inventorship“Tranzyme Sole Inventions”. If such inventions are jointly invented by one or more employees, consultants or contractors of each Party, such inventions shall be jointly owned by the The Parties (each such invention, a “Joint Invention”), or their relevant Affiliates) shall jointly own any inventions that are conceived (or conceived and if one or more claims included in an issued Patent or pending Patent application which is filed in a patent office in the Territory claim such Joint Invention, such issued Patent or such pending Patent application shall be reduced to practice) jointly owned by the Parties (each such patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention shall be solely owned by such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Party. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (as provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice independent contractors of each Party in the course of such performing activities under this Agreement, together with all intellectual property rights therein (“Joint Inventions”). Inventorship shall be determined in accordance with applicable patent laws. All Patents claiming patentable Norgine Sole Inventions shall be referred to herein as “Norgine Sole Patents”. All Patents claiming patentable Tranzyme Sole Inventions shall be referred to herein as “Tranzyme Sole Patents”. All Patents claiming patentable Joint Inventions shall be referred to herein as “Joint Patents.” As between the Parties, each Party for which such employee, consultant or contractor is providing its servicesretains an undivided one-half interest in and to Joint Inventions and Joint Patents. Subject to the rights and licenses granted by one Party to the other under this AgreementAgreement and the Parties’ respective exclusivity obligations under Section 2.6, each Party shall have the right to practice exploit and exploit exercise its ownership rights in and to its half interest in Joint Inventions and/or Joint Patents for any field, including the right to license and Joint Patentssub-license (which license and sub-license shall be non-exclusive by reason of the half interest of the other Party), in each case without any obligation to account the consent of or the duty of accounting to the other for profits, or to obtain any approval of Party. Any Party granting such license under the Joint Inventions and/or Joint Patents shall inform the other Party to license, assign, or otherwise exploit Joint Inventions and Joint Patents, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws such grant of any jurisdiction to require any rights promptly after such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patentgrant.

Ownership of Inventions. Inventorship of Title to all inventions conceived or reduced to practice and other intellectual property made solely by MacroMed personnel in the course of activities performed under or contemplated by connection with this Agreement shall be determined owned by application MacroMed. Title to all inventions and other intellectual property made solely by Diatos personnel in connection with this Agreement which inventions would not necessarily infringe (i.e. are not dominated by) any claim of U.S. patent Laws pertaining to inventorship. If such inventions are jointly invented by one or more employeespatent listed in Exhibit B, consultants shall be owned by Diatos. Title to all inventions and other intellectual property made solely by Diatos personnel in connection with this Agreement, which inventions would necessarily infringe (i.e. are dominated by) any claim of one or contractors of each Partymore patents listed in Exhibit B, such inventions shall be jointly owned by the Parties (each such invention, MacroMed and Diatos. It is understood that a particular patent shall not be deemed to “Joint Invention”), and if one or more claims included in an issued Patent or pending Patent application which is filed in necessarily infringe” nor be “dominated by” a patent office listed in the Territory claim Exhibit B if products or processes under such Joint Inventionpatent can be substantially made, such issued Patent used, sold or such pending Patent application practiced without infringing a patent listed in Exhibit B. Title to all inventions and other intellectual property made jointly by personnel of MacroMed and Diatos in connection with this Agreement shall be jointly owned by the Parties (each such MacroMed and Diatos. Prosecution of any patent application or patent, a “Joint Patent”). If such an invention is solely invented by an employee, consultant or contractor of a Party, such invention applications and patents with respect to jointly owned inventions and intellectual property described in this Section 7.1 shall be solely conducted as mutually agreed. If an agreement cannot be reached as to how to conduct prosecution of a jointly owned patent or application under this Section 7.1 that is dominated by a patent listed on Exhibit B, MacroMed shall have the sole right to appoint counsel and make other decisions related to such Party, and any Patent application filed claiming such solely owned invention shall also be solely owned by such Partyprosecution. Each Party shall enter into binding agreements obligating all employees, agents, consultants, contractors, and subcontractors (Except as expressly provided in Section 3.2.7) performing activities under or contemplated by this Agreement, including activities related to the Programs, to assign his or her interest in any invention conceived or reduced to practice in the course of such activities to the Party for which such employee, consultant or contractor it is providing its services. Subject to the rights granted under this Agreement, each Party understood that neither party shall have the right to practice and exploit Joint Inventions and Joint Patents, without any obligation to account to the other for profits, or to obtain any approval of the other Party party to licenseexploit, assign, license or otherwise exploit Joint Inventions and Joint Patentsassign any such jointly owned inventions or intellectual property, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the Laws of any jurisdiction to require any such approval or accounting; and to the extent there are any applicable Laws that prohibit such a waiver, each Party will be deemed to so consent. Each Party agrees to be named as a party, if necessary, to bring or maintain a lawsuit involving a Joint Invention or Joint Patent.