Common use of Rights in Property Clause in Contracts

Rights in Property. 9.1. All materials, documents, data, software and information of every kind and description supplied to MEDPACE by VIVUS or any of VIVUS’s clients, or prepared, developed, or generated by MEDPACE pursuant to this Agreement, (except for the pre-existing MEDPACE procedural manuals, personal data, methods, procedures, and policies) are and shall be the sole and exclusive property of VIVUS. Further, all data and information generated or derived by MEDPACE as the result of services performed by it under this Agreement shall be and remain the exclusive property of VIVUS. VIVUS shall have the right to make whatever use they deem desirable of any such materials, documents, data or software. MEDPACE shall not, without the prior written consent of VIVUS, publish, disseminate, or otherwise disclose to any third party any such property (except such disclosure as may be required by law), or use any such property for any purpose other than the performance of this Agreement. Any inventions or other intellectual property, including without limitation protectable copyrights and trademarks, that may evolve from the data and information described above or as the result of Services performed by MEDPACE under this Agreement shall belong to VIVUS and MEDPACE agrees to assign its rights in all such inventions and/or other intellectual property to VIVUS consistent with the obligations set forth in Article 10 below. 9.2. VIVUS acknowledges that all computer programs, software, applications, databases, proposals and other documentation generally used by MEDPACE and not directly related to, derived from or developed solely for VIVUS are the exclusive and confidential property of MEDPACE or the third parties from whom MEDPACE has secured the right of use. VIVUS agrees that any improvement, alteration or enhancement to MEDPACE systems, software, applications or processes which are developed or implemented during the course of any Services performed hereunder, without the use of any VIVUS data, information, materials or Confidential Information (or derivatives thereof), shall be the property of MEDPACE.

Rights in Property. 9.1. A. All materials, documents, data, software and information of every kind and description supplied to MEDPACE by VIVUS or any on behalf of VIVUS’s clientsSPONSOR hereunder (“SPONSOR Materials”) remain the property of SPONSOR. B. All materials, or documents, data, software and information of every kind and description prepared, developed, or generated by MEDPACE pursuant to this Agreement, Agreement (except for the pre-existing MEDPACE procedural manuals, personal data, methods, procedures, and policies) are and all data and information collected, generated, or derived by MEDPACE as the result of Services performed by it under this Agreement, including without limitation study materials, study data, case report forms, and reports (collectively, all of the foregoing shall be “Work Product”) shall be the sole and exclusive property of VIVUS. Further, all data and information generated or derived by MEDPACE as the result of services performed by it under this Agreement shall be and remain the exclusive property of VIVUS. VIVUS SPONSOR. C. SPONSOR shall have the right to make whatever use they deem it deems desirable of any such materials, documents, data SPONSOR Materials or softwareWork Product. MEDPACE shall not, without the prior written consent of VIVUSSPONSOR, publish, disseminate, or otherwise disclose to any third party any such property SPONSOR Materials or Work Product (except such disclosure as may be required by law), or use any such property SPONSOR Materials or Work Product for any purpose other than the performance of this Agreement. . D. Any inventions inventions, discoveries, developments, or other intellectual property, including without limitation protectable patents, trade secrets, copyrights and trademarks, and any improvements thereof, that may (i) evolve from the data and information described above SPONSOR Materials or Work Product or (ii) arise as the result of Services performed by MEDPACE under this Agreement (“SPONSOR Inventions”) shall belong exclusively to VIVUS and MEDPACE agrees to assign its rights in all such inventions and/or other intellectual property to VIVUS consistent with the obligations set forth in Article 10 belowSPONSOR. 9.2. VIVUS E. SPONSOR acknowledges that all computer programs, software, applications, databases, proposals and other documentation that is (i) generally used by MEDPACE and (ii) not directly related to, to or derived from the Services or developed solely for VIVUS SPONSOR are the exclusive and confidential property of MEDPACE or the third parties from whom MEDPACE has secured the right of use. VIVUS SPONSOR agrees that any improvement, alteration or enhancement to MEDPACE systems, software, applications or processes which are developed or implemented during the course of any Services performed hereunder, without the use of any VIVUS data, information, materials SPONSOR Materials or SPONSOR Confidential Information (or derivatives thereof), shall be the property of MEDPACE.

Rights in Property. 9.1. All materials, documents, data, software and information of every kind and description supplied to MEDPACE by VIVUS or on behalf of SPONSOR or any of VIVUSSPONSOR’s clientsclients or designees (the “SPONSOR Materials”) and all materials, documents, data, software and information of every kind and description including any inventions or other intellectual property prepared, developed, or generated by MEDPACE pursuant to this Agreement, (except for the pre-existing MEDPACE procedural manuals, personal data, methods, procedures, and policies) are and shall be the sole and exclusive property of VIVUS. Further, all data and information generated or derived by MEDPACE as the result of services Services performed by it under this Agreement (the “SPONSOR Deliverables”) shall be and remain the exclusive property of VIVUSSPONSOR. VIVUS For purposes of the copyright laws of the United States, SPONSOR Deliverables will constitute “works made for hire,” except to the extent such SPONSOR Deliverables cannot by law be “works made for hire.” SPONSOR shall have the right to make whatever use they deem it deems desirable of any such materials, documents, data or softwareSPONSOR Deliverables. MEDPACE shall not, without the prior written consent of VIVUSSPONSOR, publish, disseminate, or otherwise disclose to any third party any such property SPONSOR Deliverables (except such disclosure as may be required by law), or use any such property SPONSOR Deliverables for any purpose other than the performance of this Agreement. Any inventions or other intellectual property, including without limitation protectable copyrights and trademarks, that may evolve from the data and information described above or as the result of Services performed by MEDPACE under this Agreement shall belong to VIVUS and MEDPACE agrees to assign and hereby assigns its rights in all such inventions and/or other intellectual property SPONSOR Deliverables to VIVUS SPONSOR consistent with the obligations set forth in Article 10 below. 9.2. VIVUS SPONSOR acknowledges that all computer programs, software, applications, databases, proposals and other documentation generally used by MEDPACE and not directly related to, derived from or developed solely expressly for VIVUS SPONSOR (“MEDPACE Property”) are the exclusive and confidential property of MEDPACE or the third parties from whom MEDPACE has secured the right of use. VIVUS SPONSOR agrees that any improvement, alteration or enhancement to the MEDPACE systems, software, applications or processes which are Property developed or implemented during the course of any Services performed hereunder, without the use of any VIVUS data, information, materials or SPONSOR Confidential Information (or derivatives thereof), shall be the property of MEDPACE. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934.

Rights in Property. 9.1. A. All materials, documents, data, laboratory samples, medical imaging data, software and information of every kind and description supplied to MEDPACE by VIVUS SPONSOR or any of VIVUSSPONSOR’s clients, or prepared, developed, or generated by MEDPACE or the MEDPACE Representatives pursuant to this AgreementAgreement (collectively, the “Results”), (except for the pre-existing MEDPACE procedural manuals, personal data, methods, procedures, and policies) are and shall be the sole and exclusive property of VIVUSSPONSOR. Further, all data Results, and information generated or derived by MEDPACE as the result of services performed by it under this Agreement all rights subsisting therein and related thereto, shall be and remain the exclusive property of VIVUSSPONSOR. VIVUS SPONSOR shall have the sole right to make whatever use they deem SPONSOR deems desirable of any such materials, documents, data or softwarethe Results. MEDPACE shall not, without the prior written consent of VIVUSSPONSOR, publish, disseminate, or otherwise disclose to any third party any such property Results (except such disclosure as may be required by law, in which event MEDPACE shall notify SPONSOR thereof in advance), or use any such property Results for any purpose other than the performance of this Agreement. Any inventions or other intellectual property, including without limitation patent rights, trade secrets, protectable copyrights and trademarks, that may evolve from the data and information described above or as the result of Services performed by MEDPACE under this Agreement Results shall belong solely to VIVUS SPONSOR, and MEDPACE agrees to assign its rights in all such inventions and/or other intellectual property to VIVUS SPONSOR consistent with the obligations set forth in Article 10 below. MEDPACE further agrees to perform such further acts and execute such further documents as may be reasonably necessary to carry out and give full effect to the foregoing arrangements. 9.2. VIVUS B. SPONSOR acknowledges that all computer programs, software, applications, databases, proposals and other documentation generally used by MEDPACE and not directly related to, derived from or developed solely for VIVUS SPONSOR are the exclusive and confidential property of MEDPACE or the third parties from whom MEDPACE has secured the right of use. VIVUS SPONSOR agrees that any improvement, alteration or enhancement to MEDPACE systems, software, applications or processes which are developed or implemented during the course of any Services performed hereunder, without the use of any VIVUS SPONSOR data, information, materials or Confidential Information (or derivatives thereof)) or Results, shall be the property of MEDPACE.

Rights in Property. 9.1. All materials, documents, data, software and information of every kind and description supplied to MEDPACE by VIVUS SPONSOR or any of VIVUSSPONSOR’s clients, or prepared, developed, or generated by MEDPACE pursuant to this Agreement, (except for the pre-existing MEDPACE procedural manuals, personal data, methods, procedures, and policies) are and shall be the sole and exclusive property of VIVUSSPONSOR. Further, all data and information generated or derived by MEDPACE as the result of services performed by it under this Agreement shall be and remain the exclusive property of VIVUSSPONSOR. VIVUS SPONSOR shall have the right to make whatever use they deem desirable of any such materials, documents, data or software. MEDPACE shall not, without the prior written consent of VIVUSSPONSOR, publish, disseminate, or otherwise disclose to any third party any such property (except such disclosure as may be required by law), or use any such property for any purpose other than the performance of this Agreement. Any inventions or other intellectual property, including without limitation protectable copyrights and trademarks, that may evolve from the data and information described above or as the result of Services performed by MEDPACE under this Agreement shall belong to VIVUS SPONSOR and MEDPACE agrees to assign its rights in all such inventions and/or other intellectual property to VIVUS SPONSOR consistent with the obligations set forth in Article 10 below.. MEDPACE Master Services Agreement 9.2. VIVUS SPONSOR acknowledges that all computer programs, software, applications, databases, proposals and other documentation generally used by MEDPACE and not directly related to, derived from or developed solely for VIVUS SPONSOR are the exclusive and confidential property of MEDPACE or the third parties from whom MEDPACE has secured the right of use. VIVUS SPONSOR agrees that any improvement, alteration or enhancement to MEDPACE systems, software, applications or processes which are developed or implemented during the course of any Services performed hereunder, without the use of any VIVUS SPONSOR data, information, materials or Confidential Information (or derivatives thereof), shall be the property of MEDPACE.

Rights in Property. 9.1. A. All materials, documents, data, software and information of every kind and description supplied to MEDPACE by VIVUS SPONSOR or any of VIVUSSPONSOR’s clients, or prepared, developed, or generated by MEDPACE pursuant to this Agreement, (except for the pre-existing preexisting MEDPACE procedural manuals, personal data, methods, procedures, and policies) are and shall be the sole and exclusive property of VIVUSSPONSOR. Further, all data and information generated or derived by MEDPACE as the result of services performed by it under this Agreement shall be and remain the exclusive property of VIVUSSPONSOR. VIVUS SPONSOR shall have the right to make whatever use they deem desirable of any such materials, documents, data or software. MEDPACE shall not, without the prior written consent of VIVUSSPONSOR, publish, disseminate, or otherwise disclose to any third party any such property (except such disclosure as may be required by law), or use any such property for any purpose other than the performance of this Agreement. Any inventions or other intellectual property, including without limitation protectable copyrights and trademarks, that may evolve from the data and information described above or as the result of Services performed by MEDPACE under this Agreement shall belong to VIVUS SPONSOR and MEDPACE agrees to assign its rights in all such inventions and/or other intellectual property to VIVUS SPONSOR consistent with the obligations set forth in Article 10 below. 9.2. VIVUS B. SPONSOR acknowledges that all computer programs, software, applications, databases, proposals and other documentation generally used by MEDPACE and not directly related to, derived from or developed solely for VIVUS SPONSOR are the exclusive and confidential property of MEDPACE or the third parties from whom MEDPACE has secured the right of use. VIVUS SPONSOR agrees that any improvement, alteration or enhancement to MEDPACE systems, software, applications or processes which are developed or implemented during the course of any Services performed hereunder, without the use of any VIVUS SPONSOR data, information, materials or Confidential Information (or derivatives thereof), shall be the property of MEDPACE.