Common use of 1Ownership Clause in Contracts

1Ownership. FivePrime will own and, to the extent permissible under applicable law, Consultant hereby assigns to FivePrime all right, title, and interest in and to all inventions, discoveries, innovations, improvements, trade secrets, works of authorship, products or processes, whether or not patentable, that are discovered, conceived, made, developed, reduced to practice, learned or fixed in a tangible medium of expression by Consultant in the performance of the Services (collectively, “Innovations”), including all copyrights, trademark rights, trade secret rights, inventions, patent rights and design rights, whether registered or unregistered, and including any application for registration for any of the foregoing, and any rights of similar nature or effect existing anywhere in the world (collectively, “IP Rights”). Consultant shall provide FivePrime with prompt notice of all Innovations. Consultant agrees that all materials, reports, information, data, findings, results, conclusions, items and recommendations that Consultant delivers to FivePrime in the performance of Services (“Deliverables”) and Innovations will become the property of FivePrime when discovered, conceived, made, developed, reduced to practice, learned or fixed in a tangible medium of expression, and FivePrime will own all right, title and interest in and to all such Deliverables and Innovations, including all IP Rights, whether or not delivered to FivePrime. If any part of the Services, Deliverables, or rights assigned to FivePrime hereunder cannot be reasonably and fully made, used, reproduced, distributed or otherwise exploited without using or violating technology or intellectual property rights owned by Consultant (or any person involved in performance of the Services) and not assigned hereunder, Consultant hereby grants FivePrime and its successors a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of FivePrime’s exercise or exploitation of the Services, Deliverables, and any assigned rights (including any modifications, improvements, and derivatives of any of them). To the extent permitted by applicable law, Consultant irrevocably waives all artist’s or moral rights associated with Innovations and Deliverables. For clarity, the Deliverables, Innovations, and IP Rights constitute Confidential Information of FivePrime.

1Ownership. FivePrime will own and, (a) Subject to the extent permissible license granted under applicable lawSection 3.1, Consultant hereby assigns to FivePrime all rightrights, titletechnology, and interest in intellectual property, including the Intrexon IP, (A) Controlled by Intrexon as of the Effective Date, or (B) thereafter developed by Intrexon independent of the Program and independent of Histogenics Platform Technology, shall be owned by and remain the sole property of Intrexon. (b) All rights, technology, and intellectual property (A) Controlled by Histogenics or any of its Affiliates that are wholly-owned subsidiaries as of the Effective Date (but excluding any Intrexon IP licensed hereunder), or (B) thereafter developed by Histogenics or any of its Affiliates that are wholly-owned subsidiaries independent of the Program, Intrexon Channel Technology, Intrexon IP or Intrexon Materials, shall be owned by ​ ​ and remain the sole property of Histogenics and such Affiliates (the “Histogenics Independent IP”). For clarity, the Histogenics Independent IP includes (i) the Histogenics Platform Technology and Histogenics Patents and (ii) any and all improvements and modifications to, and any and all derivatives of, Histogenics Platform Technology conceived, reduced to all practice or made by or on behalf of Histogenics or any of its Affiliates that are wholly-owned subsidiaries, provided, that such improvements or modifications are not based upon, do not incorporate, and do not require the use of, Intrexon IP, the Intrexon Channel Technology or Intrexon Materials. (c) Histogenics and/or Intrexon may solely or jointly conceive, and/or reduce to practice, inventions, discoveriesprocesses, innovationstechniques, improvements, trade secrets, works of authorship, products or processesand other technology, whether or not patentable, that are discovered, conceived, made, developed, reduced to practice, learned or fixed in a tangible medium of expression by Consultant in the performance course of performing the Services Program (collectively, collectively “Innovations”), including all copyrights, trademark rights, trade secret rights, inventions, patent rights and design rights, whether registered or unregistered, and including any application for registration for any of the foregoing, and any rights of similar nature or effect existing anywhere in the world (collectively, “IP RightsInventions”). Consultant Each Party shall promptly provide FivePrime the IPC with prompt notice a detailed written description of all Innovationsany such Inventions to enable the IPC to reasonably identify those Inventions that relate to the Field. Consultant agrees that all materials, reports, information, data, findings, results, conclusions, items and recommendations that Consultant delivers to FivePrime Inventorship shall be determined in accordance with United States patent laws. (d) As between the performance of Services (“Deliverables”) and Innovations will become the property of FivePrime when discovered, conceived, made, developed, reduced to practice, learned or fixed in a tangible medium of expressionParties, and FivePrime will excluding Joint Program Inventions, Intrexon shall solely own all right, title and interest in all Inventions (together with all Patent rights and other intellectual property rights therein) that (A) (i) solely relate to use of the Intrexon Channel Technology, Intrexon IP, or Intrexon Materials, and/or (ii) relate generally to the discovery, design and development of markers, cell processing techniques and lines, complex transgenes and vectors, and production processes, and (B) in any case, that are not based upon and do not incorporate or require the use of the Histogenics Independent IP or Histogenics Patents (collectively, the “Channel-Related Program IP”). For clarity and notwithstanding the foregoing, the Universal Cell Line and any other cell lines delivered to Histogenics under the Program, and all intellectual property rights therein, shall constitute Channel-Related Program IP and shall therefore be owned by Intrexon. In addition, notwithstanding the first sentence of this Section, all Inventions (together with all Patent rights and other intellectual property rights therein) that (a) relate generally to cell processing techniques and lines, (b) that are not based upon, do not incorporate, or do not require the use of, Intrexon IP, the Intrexon Channel Technology or Intrexon Materials and (c) were invented solely by Histogenics shall be deemed Histogenics Platform Inventions. Histogenics hereby assigns and agrees to assign to Intrexon all of Histogenics’s interests in and to any and all such Deliverables Channel-Related Program IP, and Innovationsshall perform or have performed any and all acts reasonably necessary to assist Intrexon in perfecting its rights in and to any and all of the Channel-Related Program IP (not including any Histogenics Independent IP that may be included therein), including executing or having executed any documents affecting the appropriate assignment to Intrexon to the extent reasonably requested by Intrexon at Intrexon’s request. (e) Subject to the foregoing, and excluding Joint Program Inventions, Histogenics shall solely own all right, title and interest in all Inventions (together with all Patent rights and other intellectual property rights therein) that (A) (i) solely relate to use of the Histogenics Independent IP Rightsor Histogenics Patents, and (ii) that are not based upon, do not incorporate, or do not require the use of, Intrexon IP, the Intrexon Channel Technology or Intrexon Materials, and/or (B) were invented solely by Histogenics (collectively, “Histogenics Platform Inventions”). Intrexon hereby assigns and agrees to assign to Histogenics all of Intrexon’s interests in and to any and all Histogenics Platform Inventions, and shall perform or have performed any and all acts reasonably necessary to assist Histogenics in perfecting its rights to any and all Histogenics Platform Inventions, including executing or having executed any documents affecting the appropriate assignment to Histogenics to the extent reasonably requested by Histogenics at Histogenics request. (f) Notwithstanding anything to the contrary in this Agreement, any discovery, invention, process, technique, or other technology, whether or not delivered patentable, that is conceived, and/or reduced to FivePrime. If any part practice by Histogenics solely or jointly through the use of the ServicesIntrexon Channel Technology, DeliverablesIntrexon IP, or Intrexon Materials in breach of the terms and conditions of this Agreement, together with all patent rights assigned to FivePrime hereunder cannot be reasonably and fully made, used, reproduced, distributed or otherwise exploited without using or violating technology or other intellectual property rights therein, shall be solely owned by Consultant Intrexon and shall be included in the Channel-Related Program IP. Notwithstanding anything to the contrary in this Agreement, any discovery, invention, process, technique, or other technology, whether or not patentable, that is conceived, and/or reduced to practice by Intrexon solely or jointly through the use of the Histogenics Independent IP and/or Histogenics Platform Inventions, in breach of the terms and conditions of this Agreement, together with all patent rights and other intellectual property rights therein, shall be solely owned by Histogenics and shall be included in the Histogenics Platform Inventions. (g) All Information regarding Channel-Related Program IP shall be Confidential Information of Intrexon. Histogenics shall be under appropriate written agreements with each of its employees, contractors, or any ​ agents working on the Program, pursuant to which such person involved shall grant all rights in the Channel-Related Program IP to Histogenics (so that Histogenics may convey such rights to Intrexon, as provided herein) and agree to protect all Confidential Information relating to the Program. All Information regarding Histogenics Platform Inventions shall be Confidential Information of Histogenics. Intrexon shall be under appropriate written agreements with each of its employees, contractors, or agents working on the Program, pursuant to which such person shall grant all rights in the Histogenics Platform Inventions to Intrexon (so that Intrexon may convey such rights to Histogenics, as provided herein) and agree to protect all Confidential Information relating to the Program. (h) Subject to the foregoing clauses of this Section 6.1, all Inventions conceived and/or reduced to practice during the performance of the Services) Program (together with all Patent rights and not assigned hereunder, Consultant hereby grants FivePrime and its successors a perpetual, irrevocable, worldwide, royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and other intellectual property rights in support of FivePrime’s exercise or exploitation of the Services, Deliverablestherein) that (i) are neither Channel-Related Program IP nor Histogenics Platform Inventions, and any assigned rights (including any modifications, improvements, ii) disclose and/or claim a combination of Intrexon Channel Technology and derivatives of any of them). To Histogenics Independent IP (collectively the extent permitted “Joint Program Inventions”) shall be owned jointly by applicable law, Consultant irrevocably waives all artist’s or moral rights associated with Innovations Intrexon and Deliverables. Histogenics in undivided one-half interests. (i) For clarity, the DeliverablesParties’ joint ownership of the Joint Program Inventions does not by itself grant either Party rights in any other intellectual property of the other Party, Innovationsand, except for the explicit licenses set forth in this Agreement (i) Intrexon is not permitted to use any Histogenics intellectual property (except as may be otherwise expressly granted by Histogenics) in the practice of Joint Program Inventions, and (ii) Histogenics is not permitted to use any Intrexon IP Rights constitute Confidential Information (except as may be otherwise expressly granted by Intrexon) in the practice of FivePrimeJoint Program Inventions. Neither Party shall claim priority to a patent application of the other Party without such other Party’s written consent.

1Ownership. FivePrime Except as expressly set forth in this Agreement, neither Party will own andgain any rights of ownership or title of any of the other Party’s Intellectual Property. The Parties intend that (a) in the course of providing the Transition Services, Ascensia will not be creating, developing or reducing to the extent permissible under applicable law, Consultant hereby assigns to FivePrime all right, title, and interest in and to all inventions, discoveries, innovations, improvements, trade secrets, practice any material works of authorship, products or processes, whether or not patentable, that are discovered, conceived, made, developed, reduced to practice, learned or fixed in a tangible medium of expression by Consultant in the performance of the Services (collectively, “Innovations”), including all copyrights, trademark rights, trade secret rights, inventions, patent rights software, technology or ideas; and design (b) Ascensia shall retain all of its rights, whether registered or unregistered, and including any application for registration for any of the foregoing, and any rights of similar nature or effect existing anywhere in the world (collectively, “IP Rights”). Consultant shall provide FivePrime with prompt notice of all Innovations. Consultant agrees that all materials, reports, information, data, findings, results, conclusions, items and recommendations that Consultant delivers to FivePrime in the performance of Services (“Deliverables”) and Innovations will become the property of FivePrime when discovered, conceived, made, developed, reduced to practice, learned or fixed in a tangible medium of expression, and FivePrime will own all right, title and interest in and to all such Deliverables of its tools, methodologies, software, templates, processes, know-how, and Innovationsother intellectual property used by Ascensia to provide the Transition Services (“Ascensia Background IP”), including without limitation, all Intellectual Property rights therein. During the Term, Ascensia grants Buyer (and its Affiliates) a non-exclusive, royalty-free, worldwide license to use Ascensia Background IP Rightssolely (a) if such Ascensia Background IP is incorporated or embodied in the Transition Services provided, whether or not delivered and (b) to FivePrime. If any part the extent necessary to receive and use the Transition Services for the operation of the Services, DeliverablesBusiness. No grant of rights with respect to, or rights assigned assignment of, Ascensia Background IP or improvements thereto is intended or implied. Notwithstanding the foregoing, to FivePrime hereunder cannot be reasonably and fully madethe extent any copyrightable works, useddocumentation, reproducedreports, distributed analyses, or otherwise exploited without using or violating technology or other intellectual property rights owned are first created by Consultant Ascensia solely in the course of providing the Transition Services and are not and do not otherwise consist of or relate to the Ascensia Background IP (or any person involved in performance of the Services) and not assigned hereunder“Service IP”), Consultant Ascensia hereby grants FivePrime and its successors Buyer, a perpetual, irrevocable, non-exclusive, worldwide, royalty-freefree license (with the right to sublicense to its Affiliates) to use, nonreproduce, distribute, display, and create derivative works of any such Service IP; provided that such license (i) excludes any Ascensia trademarks, trade names, logos, or branding; (ii) does not include any third-exclusive, sublicensable right and license to exploit and exercise all such technology and party intellectual property or licenses; (iii) is limited to Service IP created solely for Buyer in connection with the Transition Services; and (iv) includes only those rights in support necessary for Buyer to receive and use the Transition Services to operate the Business. Except as expressly granted herein, no other rights, licenses, or permissions to any intellectual property of FivePrime’s exercise Ascensia or exploitation of the Servicesits Affiliates are granted by implication, Deliverablesestoppel, and any assigned rights (including any modifications, improvements, and derivatives of any of them). To the extent permitted by applicable law, Consultant irrevocably waives all artist’s or moral rights associated with Innovations and Deliverables. For clarity, the Deliverables, Innovations, and IP Rights constitute Confidential Information of FivePrimeotherwise.