Common use of Rights Ownership Clause in Contracts

Rights Ownership. As between the Parties, UHN shall retain ownership of the UHN Background IP and UHN and Prothena shall retain joint ownership of the Foreground IP. If either UHN or Prothena desires to file a continuation-in-part patent application that includes claims that are entitled to claim the benefit of a priority date of any patent or application in the UHN Background IP or the Foreground IP, the Parties will negotiate in good faith the strategy for filing and ownership of any such patent application(s) with a view to maximizing the patent coverage for the subject inventions. The Parties agree to revisit an ownership decision made pursuant to the prior sentence if, during the course of patent prosecution, a Party reasonably believes that different ownership of any such patent application would be beneficial for obtaining a granted patents (e.g., in order to overcome an obviousness rejection over another patent or patent application owned by a Party). The Parties will document their agreement regarding any such continuation-in-part patent application by way of amendment to this Agreement.