Common use of Ownership of IP Clause in Contracts

Ownership of IP. (a) Ownership shall follow inventorship for all inventions, discoveries, improvements, modifications, enhancements or creations, in each case whether or not patentable, and any intellectual property rights (including Information and Patents) arising from any of the foregoing developed, created, conceived or reduced to practice in connection with and during the Term of this Agreement (collectively, “Inventions”), with inventorship being determined in accordance with United States patent laws (regardless of where the applicable activities occurred). Inventions invented solely by ADT will be solely owned by ADT (“ADT Inventions”), Inventions invented solely by Anchiano will be solely owned by Anchiano (“Anchiano Inventions”), and Inventions invented jointly by ADT and Anchiano will be jointly owned by both Parties (“Joint Inventions”). (b) Each Party will promptly disclose to the other Party any Invention, as applicable, developed, created, conceived or reduced to practice by or on behalf of such Party that is necessary to Exploit the Compounds or Products in the Field and for the Territory. (c) Each Party will have an undivided one-half (1/2) interest in and to the Joint Inventions. Each Party will have the right to exercise its ownership rights in and to such Joint Inventions, including the right to license and sublicense or otherwise to Exploit, transfer or encumber its ownership interest, without an accounting or obligation to, or consent required from, the other Party, but subject to the licenses hereunder and the other terms and conditions of the CCRSA and this Agreement. At the reasonable written request of a Party, the other Party will in writing grant such consents and confirm that no such accounting is required to effect the foregoing regarding Joint Inventions. Each Party, for itself and on behalf of its Affiliates, licensees and sublicensees, and employees, subcontractors, consultants and agents of any of the foregoing, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), to the other Party a joint and undivided interest in and to all Joint Inventions. (d) This Agreement will be understood to be a joint research agreement in accordance with 35 U.S.C. §102(c) to Develop and Commercialize Compounds and Products.

Ownership of IP. Subject to Section 12.1.2 and except with respect to Product Trademark(s) as provided in Article XI, as between the Parties, (a) Ownership each Party shall follow inventorship for own all inventionsright, discoveries, improvements, modifications, enhancements or creations, title and interest in each case whether or not patentable, and to any intellectual property rights (including and all Information and Patents) arising from any of the foregoing inventions that are conceived, discovered, developed, created, conceived or reduced to practice (in connection with and during the Term of this Agreement (collectively, “Inventions”), with inventorship being determined whole or in accordance with United States patent laws (regardless of where the applicable activities occurred). Inventions invented part) or otherwise made solely by ADT will be solely owned by ADT (“ADT Inventions”), Inventions invented solely by Anchiano will be solely owned by Anchiano (“Anchiano Inventions”), and Inventions invented jointly by ADT and Anchiano will be jointly owned by both Parties (“Joint Inventions”). (b) Each Party will promptly disclose to the other Party any Invention, as applicable, developed, created, conceived or reduced to practice by or on behalf of such Party that is necessary (or its Affiliates or its or their Sublicensees/Distributors or Subcontractors, as applicable) under or in connection with this Agreement and Patents and other intellectual property rights with respect to Exploit such Information or inventions, and (b) the Compounds or Products in the Field and for the Territory. (c) Each Party will have Parties shall each own an equal, undivided one-half (1/2) interest in any and all Information and inventions that are conceived, discovered, developed, reduced to practice (in whole or in part) or otherwise made jointly by or on behalf of Regeneron (or its Affiliates or its or their Sublicensees/Distributors), on the one hand, and ZLAB (or its Affiliates or its or their Subcontractors) under or in connection with this Agreement (“Joint Know-How”) and Patents (“Joint Patents”) and other intellectual property rights with respect to such Information or inventions. Subject to the Joint Inventions. Each Parties’ exclusivity obligations under Section 2.3, (x) each Party will shall have the right to exercise its ownership rights in and to such Joint Inventions, including the right to license and sublicense or otherwise to Exploit, practice, enforce (subject to Section 13.1), grant licenses under and transfer its interests in the Joint IP without a duty of seeking consent or encumber its ownership interest, without an accounting or obligation to, or consent required from, to the other Party, but subject to the licenses hereunder and the other terms and conditions Party hereby consents to each of the CCRSA and this Agreement. At foregoing actions, (y) neither Party shall have any obligation to account to the reasonable written request other for profits or to obtain any approval of a Party, the other Party will in writing grant to license or Exploit any Joint IP by reason of joint ownership thereof, and (z) each Party hereby waives any right it may have under the laws of any jurisdiction to require any such consents and confirm that no such accounting is required to effect the foregoing regarding Joint Inventionsconsent or accounting. Each Party, for itself and on behalf of its Affiliates, licensees and sublicensees, and employees, subcontractors, consultants and agents of any of Party shall cooperate in good faith with the foregoing, hereby assigns (and other Party with respect to the extent such assignment can only enforcement of Joint Patents against any alleged or threatened infringement thereof (other than Infringement, which shall be made in the future hereby agrees to assigngoverned by Section 13.1), including by making the inventors, applicable records and documents (including laboratory notebooks), as applicable, with respect to the Joint Patents available to the other Party and, if necessary, joining in, or being named as a joint necessary party to, any such enforcement action at the other Party’s request, and undivided interest the costs incurred with respect to such cooperation shall be borne by the controlling Party (and the controlling Party shall reimburse the other Party for such reasonable FTE Costs and Out-of-Pocket Costs incurred by or on behalf of the other Party or its Affiliates in and to all Joint Inventionsconnection therewith). (d) This Agreement will be understood to be a joint research agreement in accordance with 35 U.S.C. §102(c) to Develop and Commercialize Compounds and Products.