Common use of Collaboration IP Clause in Contracts

Collaboration IP. Subject to Section 7.1.2, (a) each Party shall retain and own (and hereby retains and owns) all right, title, and interest in and to all inventions, discoveries, Know-How, trade secrets, proprietary rights and other intellectual property rights (collectively “Inventions”) conceived or created solely by or on behalf of such Party in the conduct of the Collaboration Activities, including all intellectual property rights therein, and (b) the Parties shall jointly own all right, title, and interest in and to Inventions conceived or created jointly by the Parties in the conduct of the Collaboration Activities (“Joint Inventions”), including all intellectual property rights therein (Patent Rights included in the intellectual property rights in such Joint Inventions, the “Joint Collaboration Patents”). Each Party will disclose to the other any Joint Inventions promptly after conception or creation. Subject to the provisions of this Agreement (including the exclusive licenses granted in Section 4.1), neither Party will have any obligation to obtain any approval or consent of, nor pay a share of the proceeds to or account to, the other Party to practice, enforce, license, assign or otherwise exploit Joint Inventions or Joint Patents, and each Party hereby waives any right it may have under the laws of any jurisdiction to require such approval, consent or accounting. Subject to the exclusive licenses granted in Section 4.1 and the restrictions on usage contemplated in Section 4.3, with respect to Joint Inventions and Joint Collaboration Patents, to the extent necessary to effect the foregoing in a country other than the United States, each Party hereby grants to the other Party a non-exclusive, irrevocable, perpetual, fully-paid, worldwide license, with the right to grant sublicenses, under the granting Party’s interest in Joint Inventions and Joint Collaboration Patents. Each Party agrees to cooperate with the other Party, as reasonably requested, and to take (and cause its Affiliates and its and their employees, contractors and agents to take) such actions as may be required to give effect to this Section 7.1.3 in a particular country, including the execution of any assignments or other legal documentation. Each Party shall, at the other Party’s expense, take (and cause its Affiliates to take) such further actions reasonably requested by such other Party to assist such other Party in obtaining, perfecting, maintaining, enforcing, and defending patent and other intellectual property rights protection for such Joint Collaboration Patents. Inventorship and authorship of any Invention or work of authorship conceived or created by either Party or jointly by the Parties pursuant to this Agreement, shall follow the rules of the U.S. Patent and Trademark Office and the Laws of the U.S., respectively (without reference to any conflict of law principles).

Collaboration IP. Subject Except as expressly set forth in Section 9.1(c) with respect to Novartis Compound IP which, as between the Parties, shall be owned by Novartis, or in Section 7.1.29.1(d) with respect to Generate Platform Inventions which, as between the Parties, shall be owned by Generate, as between the Parties, (ai) each Party shall retain and will solely own (and hereby retains and owns) all rightInventions discovered, titlegenerated, and interest in and to all inventionsinvented, discoveriesmade, Know-How, trade secrets, proprietary rights and other intellectual property rights (collectively “Inventions”) conceived or created reduced to practice solely by or on behalf of such Party (or any of its Affiliates’) employees, agents, (sub)licensees, independent contractors or consultants in the conduct course of the conducting activities under this Agreement and all Patents that claim such Inventions (collectively, “Sole Collaboration Activities, including all intellectual property rights thereinIP”), and (bii) the Parties shall will jointly own all rightInventions discovered, titlegenerated, and interest in and to Inventions invented, made, conceived or created reduced to practice jointly by the Parties or their Affiliates or by or on behalf of employees, agents, (sub)licenses, independent contractors or consultants of each Party (or their Affiliates) in the conduct course of the Collaboration Activities conducting activities under this Agreement and all Patents that claim such Inventions (collectively, “Joint InventionsCollaboration IP”), including all intellectual property rights therein (Patent Rights included in . Patents within the intellectual property rights in such Sole Collaboration IP are referred to herein as “Sole Collaboration Patents” and Information within the Sole Collaboration IP is referred to herein as “Sole Collaboration Know-How.” Patents within the Joint Inventions, the Collaboration IP are referred to herein as “Joint Collaboration Patents”). Each Party will disclose ” and Information within the Joint Collaboration IP is referred to the other any herein as “Joint Inventions promptly after conception or creation. Collaboration Know-How.” Subject to the provisions of rights and licenses granted under this Agreement (Agreement, including the exclusive licenses granted payment of royalties under Section 8.6, the Joint Collaboration IP will be jointly owned by the Parties on an equal undivided basis, regardless of inventorship, and it is understood that, subject to the confidentiality provisions in Section 4.112, the exclusivity obligations in Section 11, and the exclusive license set forth in Section 7.1(b), neither no Party will have any obligation to account to another Party (including paying royalties), or to obtain any approval or consent of, nor pay a share of the proceeds to or account to, the other another Party to practice, enforce, license, assign or otherwise exploit Joint Inventions Collaboration Know-How or Joint Collaboration Patents, or to transfer or encumber its ownership interest therein, throughout the world, in each case, by reason of joint ownership thereof, and each Party hereby waives any right it may have under the laws Applicable Law of any jurisdiction to require any such approval, consent approval or accounting. Subject to the exclusive licenses granted in Section 4.1 and the restrictions on usage contemplated in Section 4.3, with respect to Joint Inventions and Joint Collaboration Patents, to the extent necessary to effect the foregoing in a country other than the United States, each Party hereby grants to the other Party a non-exclusive, irrevocable, perpetual, fully-paid, worldwide license, with the right to grant sublicenses, under the granting Party’s interest in Joint Inventions and Joint Collaboration Patents. Each Party agrees to cooperate with the other Party, as reasonably requested, and to take (and cause its Affiliates and its and their employees, contractors and agents to take) such actions as may be required to give effect to this Section 7.1.3 in a particular country, including the execution of any assignments or other legal documentation. Each Party shall, at the other Party’s expense, take (and cause its Affiliates to take) such further actions reasonably requested by such other Party to assist such other Party in obtaining, perfecting, maintaining, enforcing, and defending patent and other intellectual property rights protection for such Joint Collaboration Patents. Inventorship and authorship of any Invention or work of authorship conceived or created by either Party or jointly by the Parties pursuant to this Agreement, shall follow the rules of the U.S. Patent and Trademark Office and the Laws of the U.S., respectively (without reference to any conflict of law principles).