Common use of Program Technology Clause in Contracts

Program Technology. (a) Subject to Sections 6.1.2(d) and (e), as between the Parties, CRISPR will be the sole owner of any Know-How conceived, discovered, developed, invented or created solely by CRISPR or its Affiliates or Third Parties acting on their behalf while conducting CRISPR Activities under this Agreement (“CRISPR Program Know-How”) and any Patents that Cover or claim such Know-How (“CRISPR Program Patents” and together with the CRISPR Program Know-How, the “CRISPR Program Technology”), and will retain all of its rights, title and interest thereto, subject to any assignment, rights or licenses expressly granted by CRISPR to ViaCyte under this Agreement. (b) Subject to Sections 6.1.2(d) and (e), as between the Parties, ViaCyte will be the sole owner of any Know-How conceived, discovered, developed, invented or created solely by ViaCyte or its Affiliates or Third Parties acting on their behalf while conducting ViaCyte Activities under this Agreement (“ViaCyte Program Know-How”) and any Patents that Cover or claim ViaCyte Program Know-How (“ViaCyte Program Patents” and together with the ViaCyte Program Know-How, the “ViaCyte Program Technology”), and will retain all of its rights, title and interest thereto, subject to any rights or licenses expressly granted by ViaCyte to CRISPR under this Agreement. (c) Subject to Sections 6.1.2(d) and (e), any Know-How conceived, discovered, developed, invented or created under this Agreement jointly by ViaCyte, its Affiliates or Third Parties acting on ViaCyte’s behalf, on the one hand, and CRISPR, its Affiliates or Third Parties acting on CRISPR’s behalf, on the other hand, in each case, while conducting Research Activities under this Agreement (“Joint Know-How”) and any Patents that Cover or claim Joint Know-How (“Joint Patents” and together with the Joint Know-How, the “Joint Technology”), will be owned jointly by the Parties on an equal and undivided basis, including all rights, title and interest thereto, subject to any assignment, rights or licenses expressly granted by one Party to the other Party under this Agreement. [***] (such Joint Know-How and Joint Patents referred to collectively as “Edited Stem Cell Program Technology”). For clarification, in no event will any Gene-Editing Program Technology or Stem Cell Program Technology be included in the Edited Stem Cell Program Technology. Each Party will, and hereby does, and will cause its Affiliates to, make such assignment to the other Party or one or more of its designated Affiliates, as necessary to vest ownership of all Edited Stem Cell Program Technology jointly in the Parties, will take, and will cause its Affiliates to take, all actions and provide all reasonably requested assistance to effect such assignment and will execute any and all documents necessary to perfect such assignment. Each Party will promptly disclose to the other Party in writing, and will cause its Affiliates to so disclose, the discovery, development, invention or creation of any Joint Technology. Except as expressly provided in this Agreement, neither Party will have any obligation to account to the other Party for profits with respect to, or to obtain any consent of the other Party to license or exploit, Joint Technology 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 consent or accounting. Notwithstanding the foregoing, and notwithstanding the rights afforded the Parties as joint owners of the Edited Stem Cell Program Technologies under Applicable Law, each Party agrees that it shall not directly or indirectly, make, use, sell, offer for sale, have offered for sale, import, export or otherwise exploit products or services claimed or Covered by Edited Stem Cell Program Technology outside of the Field. [***] The Parties acknowledge and agree that the provisions of this Section 6.1.2(c) shall survive any expiration or termination of this Agreement.

Program Technology. (a) Subject to Sections 6.1.2(d) and (e)Section 8.1.1, as between the Parties, CRISPR will be the sole owner of any Know-How conceived, discovered, developed, invented or created solely by CRISPR or its Affiliates or Third Parties acting on their behalf while conducting CRISPR Activities activities under this Agreement (“CRISPR Program Know-How”) and any Patents that Cover or claim such Know-How (“CRISPR Program Patents” and together with the CRISPR Program Know-How, the “CRISPR Program Technology”), and will retain all of its rights, title and interest thereto, subject to any assignment, rights or licenses expressly granted by CRISPR to ViaCyte Adicet under this Agreement. (b) Subject to Sections 6.1.2(d) and (e)Section 8.1.1, as between the Parties, ViaCyte Adicet will be the sole owner of any Know-How conceived, discovered, developed, invented or created solely by ViaCyte Adicet or its Affiliates or Third Parties acting on their behalf while conducting ViaCyte Activities activities under this Agreement (“ViaCyte Adicet Program Know-How”) and any Patents that Cover or claim ViaCyte Adicet Program Know-How (“ViaCyte Adicet Program Patents” and together with the ViaCyte Adicet Program Know-How, the “ViaCyte Adicet Program Technology”), and will retain all of its rights, title and interest thereto, subject to any rights or licenses expressly granted by ViaCyte Adicet to CRISPR under this Agreement. (c) Subject to Sections 6.1.2(d) and (e)Section 8.1.1, any Know-How conceived, discovered, developed, invented or created under this Agreement jointly by ViaCyteAdicet, its Affiliates or Third Parties acting on ViaCyteAdicet’s behalf, on the one hand, and CRISPR, its Affiliates or Third Parties acting on CRISPR’s behalf, on the other hand, in each case, while conducting Research Activities activities, or otherwise collaborating, under this Agreement (“Joint Know-How”) and any Patents that Cover or claim Joint Know-How (“Joint Patents” and together with the Joint Know-How, the “Joint Technology”), will be owned jointly by the Parties on an equal and undivided basis, including all rights, title and interest thereto, subject to any assignment, rights or licenses expressly granted by one Party to the other Party under this Agreement. [***] (such Joint Know-How and Joint Patents referred to collectively as “Edited Stem Cell Program Technology”). For clarification, in no event will any Gene-Editing Program Technology or Stem Cell Program Technology be included in the Edited Stem Cell Program Technology. Each Party will, and hereby does, and will cause its Affiliates to, make such assignment to the other Party or one or more of its designated Affiliates, as necessary to vest ownership of all Edited Stem Cell Program Technology jointly in the Parties, will take, and will cause its Affiliates to take, all actions and provide all reasonably requested assistance to effect such assignment and will execute any and all documents necessary to perfect such assignment. Each Party will promptly disclose to the other Party in writing, and will cause its Affiliates to so disclose, the discovery, development, invention or creation of any Joint Technology. Except as expressly provided in this Agreement, neither Party will have any obligation to account to the other Party for profits with respect to, or to obtain any consent of the other Party to license or exploit, Joint Technology 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 consent or accounting. Notwithstanding the foregoing, and notwithstanding the rights afforded the Parties as joint owners of the Edited Stem Cell Program Technologies under Applicable Law, each Party agrees that it shall not directly or indirectly, make, use, sell, offer for sale, have offered for sale, import, export or otherwise exploit products or services claimed or Covered by Edited Stem Cell Program Technology outside of the Field. [***] The Parties acknowledge and agree that the provisions of this Section 6.1.2(c) shall survive any expiration or termination of this Agreement.

Program Technology. [***]. (a) Subject to Sections 6.1.2(d) and (e), as As between the Parties, CRISPR will be the sole owner of any Know-How conceived, discovered, developed, invented or created solely by CRISPR or its Affiliates or Third Parties acting on their behalf while conducting CRISPR Activities under this Agreement (“CRISPR Program Know-How”) and any Patents that Cover or claim such Know-How (“CRISPR Program Patents” and together with the CRISPR Program Know-How, the “CRISPR Program Technology”), and will retain all of its rights, title and interest thereto, subject to any assignment, rights or licenses expressly granted by CRISPR to ViaCyte Nkarta under this Agreement. (b) Subject to Sections 6.1.2(d) and (e), as As between the Parties, ViaCyte Nkarta will be the sole owner of any Know-How conceived, discovered, developed, invented or created solely by ViaCyte Nkarta or its Affiliates or Third Parties acting on their behalf while conducting ViaCyte Nkarta Activities under this Agreement (“ViaCyte Nkarta Program Know-How”) and any Patents that Cover or claim ViaCyte Nkarta Program Know-How (“ViaCyte Nkarta Program Patents” and together with the ViaCyte Nkarta Program Know-How, the “ViaCyte Nkarta Program Technology”), and will retain all of its rights, title and interest thereto, subject to any rights or licenses expressly granted by ViaCyte Nkarta to CRISPR under this Agreement. (c) Subject to Sections 6.1.2(d) and (e), any Any Know-How conceived, discovered, developed, invented or created under this Agreement jointly by ViaCyteNkarta, its Affiliates or Third Parties acting on ViaCyteNkarta’s behalf, on the one hand, and CRISPR, its Affiliates or Third Parties acting on CRISPR’s behalf, on the other hand, in each case, while conducting Research Activities Activities, or otherwise collaborating, under this Agreement (“Joint Know-How”) and any Patents that Cover or claim Joint Know-How (“Joint Patents” and together with the Joint Know-How, the “Joint Technology”), will be owned jointly by the Parties on an equal and undivided basis, including all rights, title and interest thereto, subject to any assignment, rights or licenses expressly granted by one Party to the other Party under this Agreement. [***] (such Joint Know-How and Joint Patents referred to collectively as “Edited Stem Cell Program Technology”). For clarification, in no event will any Gene-Editing Program Technology or Stem Cell Program Technology be included in the Edited Stem Cell Program Technology. Each Party willagrees to assign, and hereby doesassigns, its right, title, and will cause its Affiliates to, make such assignment interest in any Joint Technology to the other Party or one or more of its designated Affiliates, as necessary so that each Party shall have a joint and undivided interest in such Joint Technology. Except to vest ownership of all Edited Stem Cell Program Technology jointly in the Parties, will take, and will cause its Affiliates to take, all actions and provide all reasonably requested assistance to effect such assignment and will execute any and all documents necessary to perfect such assignment. Each extent a Party will promptly disclose is restricted by the licenses granted to the other Party in writing, and will cause its Affiliates to so disclose, the discovery, development, invention or creation any other terms of any Joint Technology. Except as expressly provided in this Agreement, neither each Party will have shall be entitled to practice and exploit the Joint Technology without any duty of accounting or obligation to account to seek consent from the other Party for profits with respect to, or to obtain any consent of the other Party to license or exploit, Joint Technology 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 consent or accounting. Notwithstanding the foregoing, and notwithstanding the rights afforded the Parties as joint owners of the Edited Stem Cell Program Technologies under Applicable Law, each Party agrees that it shall not directly or indirectly, make, use, sell, offer for sale, have offered for sale, import, export or otherwise exploit products or services claimed or Covered by Edited Stem Cell Program Technology outside of the Field. [***] The Parties acknowledge and agree that the provisions of this Section 6.1.2(c) shall survive any expiration or termination of this Agreementthereto.