Common use of Program IP Clause in Contracts

Program IP. Ownership of Inventions arising, discovered, created, acquired, conceived or reduced to practice, by or on behalf of either Party (or any of their Affiliates) in the course of the Research Program or otherwise in the course of performing activities under this Agreement (“Program IP”) shall be as follows: (a) Except as otherwise provided in Section 9.2.2(b)–(d), all Inventions arising, discovered, created, acquired, conceived or reduced to practice, by or on behalf of either Party (or any of their Affiliates) in the course of the Research Program, or otherwise in the course of performing activities under this Agreement, shall be owned by the inventors as determined in accordance with inventorship rules under U.S. patent law. (b) Lilly shall solely own (or retain ownership of) all Program IP that is (i) invented solely by L▇▇▇▇ (or any of its Affiliates), (ii) solely constitutes an Improvement to the Lilly Background IP, in each case, except to the extent constituting Joint Program IP, or (iii) constitutes an Improvement to Lilly [***] Technology (collectively, “Lilly Program IP”). (c) ProQR shall solely own (or retain ownership of) all Program IP that is either (i) invented solely be ProQR (or any of its Affiliates), or (ii) solely constituting an Improvement to the ProQR Background IP (which for purposes of this Agreement shall include any Inventions related to targeted RNA editing the use of which is not confined to a particular Target), in each case, except to the extent constituting Joint Program IP (collectively, “ProQR Program IP”). (d) L▇▇▇▇ and ProQR shall jointly own all Program IP that (i) constitutes an Improvement to both the Lilly Background IP and the ProQR Background IP, (ii) Covers a Compound, and (iii) is neither Lilly Program IP nor ProQR Program IP (collectively, “Joint Program IP”). For the avoidance of doubt, all Program IP constituting of Improvements to Lilly [***] Technology shall be considered Lilly Program IP.

Program IP. Ownership of Inventions arising, discovered, created, acquired, conceived or reduced to practice, by or on behalf of either Party (or any of their Affiliates) in the course of the Research Program or otherwise in the course of performing activities under this Agreement (“Program IP”) shall be as follows: (a) Except as otherwise provided in Section 9.2.2(b)–(d), all Inventions arising, discovered, created, acquired, conceived or reduced to practice, by or on behalf of either Party (or any of their Affiliates) in the course of the Research Program, or otherwise in the course of performing activities under this Agreement, shall be owned by the inventors as determined in accordance with inventorship rules under U.S. patent law. (b) Lilly shall solely own (or retain ownership of) all Program IP that is either (i) invented solely by L▇▇▇▇ be Lilly (or any of its Affiliates), or (ii) solely constitutes constituting an Improvement to the Lilly Background IP, in each case, except to the extent constituting Joint Program IP, or (iii) constitutes an Improvement to Lilly [***] Technology IP (collectively, “Lilly Program IP”). (c) ProQR shall solely own (or retain ownership of) all Program IP that is either (i) invented solely be ProQR (or any of its Affiliates), or (ii) solely constituting an Improvement to the ProQR Background IP (which for purposes of this Agreement shall include any Inventions related to targeted RNA editing the use of which is not confined to a particular Target), in each case, except to the extent constituting Joint Program IP (collectively, “ProQR Program IP”). (d) L▇▇▇▇ Lilly and ProQR shall jointly own all Program IP that (i) constitutes an Improvement to both the Lilly Background IP and the ProQR Background IP, (ii) Covers a Compound, and (iii) is neither Lilly Program IP nor ProQR Program IP (collectively, “Joint Program IP”). For the avoidance of doubt, all Program IP constituting of Improvements to Lilly [***] Technology shall be considered Lilly Program IP.