Common use of Program IP Clause in Contracts

Program IP. (a) As between the Parties, Licensor shall own all right, title, and interest in and to any and all Program IP that is an improvement, enhancement or modification to the Licensed Compound or Licensed Products or their method of use or manufacture (“Product Improvement”). Licensee will promptly disclose in writing to Licensor the conception, discovery, development or making of any Product Improvements. Licensee shall have no right to apply for Patents on any Product Improvements. Licensee shall, and hereby does (and shall cause its employees, agents, and subcontractors to, and shall cause its Affiliates and their respective employees, agents and subcontractors to), assign to Licensor all of its and their right, title and interest in and to Product Improvements. Upon Licensor’s written request, Licensee shall, and shall cause its employees, agents, and subcontractors to, and shall cause its Affiliates and their respective employees, agents and subcontractors to, execute and deliver such instruments and do such acts and things as may be necessary under Applicable Law, or as Licensor may reasonably request to effectuate and confirm the vesting of all right, title and interest in and to Product Improvements in Licensor. Product Improvements shall be part of Licensor’s Sole Program IP and will be included within the Licensed Technology. (b) Subject to Section 3.5, Section 4.5 and Section 9.1.2(a), as between the Parties, each Party shall own all right, title, and interest in and to any and all Program IP that is conceived, discovered, developed, or otherwise made solely by or on behalf of such Party or its Affiliates or subcontractors (“Sole Program IP”). (c) Subject to Section 3.5, Section 4.5 and Section 9.1.2(a), as between the Parties, Licensor and Licensee shall jointly own any Program IP (other than Product Improvements) that is conceived, discovered, developed, or otherwise made jointly pursuant to a Development Plan by or on behalf of Licensor, its Affiliates or subcontractors, on the one hand, and Licensee, or its Affiliates on the other hand (“Joint Program IP”). Each Party will promptly disclose in writing to the other Party the conception, discovery, development or making of any Joint Program IP. Each Party will have an undivided one-half interest in and to the Joint Program IP and shall, and hereby does (and shall cause its employees, agents and subcontractors to, and shall cause its Affiliates and their respective employees, agents and subcontractors to), make such assignment to the other Party as is needed to effectuate such joint ownership. Each Party may exercise its ownership rights in and to such Joint Program IP, 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 rights and licenses granted hereunder and the other terms and conditions of this Agreement. At the reasonable written request of a Party, the other Party will in writing giant such consents and confirm that no such accounting is required to effect the foregoing regarding Joint Program IP (but subject to the licenses granted under ARTICLE 7).

Program IP. (a) As between the Parties, Licensor shall own all right, title, and interest in and to any and all Program IP that is an improvement, enhancement or modification to the Licensed Compound or Licensed Products or their method of use or manufacture (“Product Improvement”). Licensee will promptly disclose in writing to Licensor the conception, discovery, development or making of any Product Improvements. Licensee Each Party shall have no right to apply for Patents on any Product Improvements. Licensee shall, and hereby does (and shall cause its employees, agents, and subcontractors to, and shall cause its Affiliates and their respective employees, agents and subcontractors to), assign to Licensor retain all of its and their right, title and interest in [***] and [***] (including [***] claiming any inventions therein) that are discovered, made, first conceived, reduced to Product Improvements. Upon Licensorpractice, or generated [***] solely by such Party’s written request, Licensee shall, and shall cause or its Affiliates’ employees, agents, contractors or other persons acting under or pursuant to its or their authority, as a result of the Development or otherwise during the Agreement Term (collectively, “Inventions”) subject only to the licenses and subcontractors toother rights granted to the other Party under the terms of this Agreement. The Parties shall jointly own all right, title and shall cause its Affiliates and their respective interest in all Inventions made jointly by employees, agents or contractors of each Party (collectively, “Joint Improvements”) in accordance with joint ownership interests of co-inventors under U.S. patent laws (that is, each Party shall have full rights to license, assign and subcontractors exploit such Joint Improvements (and any patents arising therefrom) anywhere in the world, without any requirement of gaining the consent of, or accounting to, execute the other Party), subject in each case only to the licenses and deliver other rights granted to the other Party under this Agreement, and subject to any other Intellectual Property held by such instruments other Party (that is, no license in such other Intellectual Property shall be deemed granted). Notwithstanding any of the preceding provisions of this Section 6.1(a)(ii) to the contrary, Teva shall have and do such acts and things as may be necessary under Applicable Law, or as Licensor may reasonably request to effectuate and confirm the vesting of retain all right, title and interest in and Control over all [***] (including all [***]) that is discovered, made, first conceived, reduced to Product Improvements in Licensor. Product Improvements shall be part of Licensorpractice or generated during the Agreement Term, (a) solely by OGX’s Sole Program IP and will be included within the Licensed Technology. its Affiliates’ employees, agents, contractors or other persons acting under or pursuant to its or their authority, (b) Subject solely by Teva’s and its Affiliates’ employees, agents, contractors or other persons acting under or pursuant to Section 3.5its or their authority, Section 4.5 or (c) jointly by Teva and Section 9.1.2(aOGX or by any combination of (a) or (b). Inventorship shall be determined in accordance with U.S. patent laws; provided, however, that, as between provided above, Teva shall be deemed the Parties, each Party shall own all right, title, sole owner and interest in and to assignee of any and all Program IP that is conceived, discovered, developed, or otherwise made solely by or on behalf of such Party or its Affiliates or subcontractors (“Sole Program IP”)the [***]. (c) Subject to Section 3.5, Section 4.5 and Section 9.1.2(a), as between the Parties, Licensor and Licensee shall jointly own any Program IP (other than Product Improvements) that is conceived, discovered, developed, or otherwise made jointly pursuant to a Development Plan by or on behalf of Licensor, its Affiliates or subcontractors, on the one hand, and Licensee, or its Affiliates on the other hand (“Joint Program IP”). Each Party will promptly disclose in writing to the other Party the conception, discovery, development or making of any Joint Program IP. Each Party will have an undivided one-half interest in and to the Joint Program IP and shall, and hereby does (and shall cause its employees, agents and subcontractors to, and shall cause its Affiliates and their respective employees, agents and subcontractors to), make such assignment to the other Party as is needed to effectuate such joint ownership. Each Party may exercise its ownership rights in and to such Joint Program IP, 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 rights and licenses granted hereunder and the other terms and conditions of this Agreement. At the reasonable written request of a Party, the other Party will in writing giant such consents and confirm that no such accounting is required to effect the foregoing regarding Joint Program IP (but subject to the licenses granted under ARTICLE 7).

Program IP. (a) As between the Parties, Licensor shall own all right, title, and interest in and to any and all Program IP that is an improvement, enhancement or modification to the Licensed Compound or Licensed Products or their method of use or manufacture (“Product Improvement”). Licensee will promptly disclose in writing to Licensor the conception, discovery, development or making of any Product Improvements. Licensee shall have no right to apply for Patents on any Product Improvements. Licensee shall, and hereby does (and shall cause its employees, agents, and subcontractors to, and shall cause its Affiliates and their respective employees, agents and subcontractors to), assign to Licensor all of its and their right, title and interest in and to Product Improvements. Upon Licensor’s written request, Licensee shall, and shall cause its employees, agents, and subcontractors to, and shall cause its Affiliates and their ​ ​ respective employees, agents and subcontractors to, execute and deliver such instruments and do such acts and things as may be necessary under Applicable Law, or as Licensor may reasonably request to effectuate and confirm the vesting of all right, title and interest in and to Product Improvements in Licensor. Product Improvements shall be part of Licensor’s Sole Program IP and will be included within the Licensed Technology. (b) Subject to Section 3.5, Section 4.5 and Section 9.1.2(a), as between the Parties, each Party shall own all right, title, and interest in and to any and all Program IP that is conceived, discovered, developed, or otherwise made solely by or on behalf of such Party or its Affiliates or subcontractors (“Sole Program IP”). (c) Subject to Section 3.5, Section 4.5 and Section 9.1.2(a), as between the Parties, Licensor and Licensee shall jointly own any Program IP (other than Product Improvements) that is conceived, discovered, developed, or otherwise made jointly pursuant to a Development Plan by or on behalf of Licensor, its Affiliates or subcontractors, on the one hand, and Licensee, or its Affiliates on the other hand (“Joint Program IP”). Each Party will promptly disclose in writing to the other Party the conception, discovery, development or making of any Joint Program IP. Each Party will have an undivided one-half interest in and to the Joint Program IP and shall, and hereby does (and shall cause its employees, agents and subcontractors to, and shall cause its Affiliates and their respective employees, agents and subcontractors to), make such assignment to the other Party as is needed to effectuate such joint ownership. Each Party may exercise its ownership rights in and to such Joint Program IP, 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 rights and licenses granted hereunder and the other terms and conditions of this Agreement. At the reasonable written request of a Party, the other Party will in writing giant grant such consents and confirm that no such accounting is required to effect the foregoing regarding Joint Program IP (but subject to the licenses granted under ARTICLE 7).