Foreground Know-How Sample Clauses
Foreground Know-How. Inventorship of Foreground Know-How and all intellectual property rights therein shall be determined in accordance with principles of inventorship for Patent Rights and other intellectual property under U.S. law, and ownership shall follow inventorship. As between the Parties, (a) MabCare shall solely own all MabCare Foreground Know-How and MabCare Foreground Patents, (b) Day One shall solely own all Day One Foreground Know-How and Day One Foreground Patents, and improvements solely with respect to Day One Background Know-How (which MabCare hereby assigns to Day One) and (c) the Parties will each own an equal, undivided interest in any and all Joint Foreground Know-How and Joint Foreground Patents. Subject to terms and conditions of this Agreement, including the licenses granted in Section 2.1 and Section 2.2, each Party shall have the right to use and exercise its ownership rights in and to any and all Joint Foreground Know-How and Joint Foreground Patents without an accounting or obligation to, or consent required from, the other Party, [*].
Foreground Know-How. During the Term, each Party shall disclose the Foreground Know-How to the other Party at the meeting of the Joint Operational Team (hereinafter defined) after such Foreground Know-How is obtained by such Party. (The Party which discloses such information is called “Disclosing Party”, and the other Party is called “Receiving Party” in this Section.) In case that the Receiving Party notifies the Disclosing Party it that desires to obtain the license under such Foreground Know-How, the Disclosing Party shall grants to the other Party, royalty-free, exclusive right and license, with the right to grant one or more sublicenses under the Party’s interests in Foreground Know-How in the Field in the Territory (when AnHeart is the licensee) and in Japan (when Daiichi Sankyo is the licensee): (a) to research and develop the Licensed Compound and Product(s); (b) to make, have made, use, import and export the Licensed Compound for the purpose of making, having made, using, offering for sale, selling, marketing, distributing, importing and exporting Product(s); and (c) to make, have made, use, offer for sale, sell, have sold, market, distribute, import and export Product(s).