Common use of Foreground IP Clause in Contracts

Foreground IP. (a) Except as set forth below, ownership of all Foreground IP shall follow inventorship. (b) As between the Parties, any Foreground IP generated, developed, conceived or reduced to practice (constructively or actually) specifically in connection with the development or manufacture of any Licensed Product (“Licensed Product IP”) shall be solely and exclusively owned by Licensor. Licensee shall promptly disclose all Licensed Product IP to Licensor in writing as soon as practicable following reduction to practice. For clarity, Licensed Product IP shall be included in the Licensed Technology. (c) As additional consideration for the favorable financial terms and rights granted to Licensee hereunder, Licensee agrees to assign to Licensor, and hereby assigns to Licensor, from the moment of creation, all of Licensee’s right, title and interest, in and to any Licensed Product IP generated, developed, conceived or reduced to practice (constructively or actually) by or on behalf of Licensee, its Affiliates and any Sublicensees, including their employees, agents and contractors, whether alone or jointly with Licensor and any of its Affiliates, including their employees, agents and contractors, including all Intellectual Property Rights therein.