Common use of Program Materials Clause in Contracts

Program Materials. Except as set forth in Section 2.6.1 ----------------- through 2.6.5 above, all Program Materials shall be treated as follows. Ownership of such Program Materials shall depend on whether Zeneca or Maxygen or the Parties jointly made, conceived and/or reduced to practice, or otherwise developed such Program Materials. Except for use in connection with the Research Program or as expressly permitted pursuant to the licenses in Section 3.1.2 and Section 3.2.2, Zeneca or Maxygen, as the case may be, shall have the sole right to use and disclose, as it deems appropriate, any such Program Materials made, conceived and reduced to practice or otherwise developed solely by its respective employees and consultants. Any such Program Materials made, conceived and/or reduced to practice or otherwise developed jointly by employees and/or consultants of Maxygen and Zeneca may be used and disclosed by either Party outside the Research Program, pursuant to the licenses granted in Section 3.1.2 and Section 3.2.2. Notwithstanding the foregoing, (i) all Maxygen Improvements shall be owned by Maxygen and may be exploited by Maxygen without restraint and without any compensation to Zeneca, and (ii) all Zeneca Improvements shall be owned by Zeneca and may be exploited by Zeneca without restraint and without any compensation to Maxygen.