Common use of Initial Development Data Clause in Contracts

Initial Development Data. 5.1.1 The Parties will jointly own any and all Initial Development Data. KKC or Aevi, or their respective Affiliates, will use the Initial Development Data only to conduct Initial Development as contemplated hereunder or to analyze the results of the Initial Development. During the CDOA Term (as defined in Section 7.1) and except if permitted by a Plan A/B License Agreement or Plan C License Agreement then in effect, neither Party will, without the other Party’s prior written consent, use or cause any Third Party to access or use the Initial Development Data for any other purpose. 5.1.2 The Parties will jointly own any intellectual property arising from the Initial Development or the Initial Development Data (“Initial Development IP”), except for patents and patent applications, where ownership will follow inventorship. For clarity, Aevi will own patents and patent applications solely invented by Aevi inventors, KKC will own patents and patent applications solely invented by KKC inventors, and Aevi and KKC will jointly own patents and patent applications invented by one or more Aevi inventor and one or more KKC inventor. Inventorship will be resolved in accordance with US patent laws. During the CDOA Term, each Party may practice the Initial Development IP with a right to sublicense only with the other Party’s consent, for any purpose subject to such Party’s obligations under this Agreement; provided that Aevi may sublicense the Initial Development IP as necessary or desirable to conduct the Initial Development including to its Affiliates, clinical sites and each Authorized CRO and CMO. During the CDOA Term, unless expressly provided herein, the intellectual property provisions in the license agreement attached to Exhibit B will apply to any Initial Development IP. Upon exercise of the Plan A/B Option or Plan C Option, the intellectual property provisions in the Plan A/B License Agreement or the Plan C License Agreement will apply to the Initial Development IP applicable to such license agreement and this Agreement will apply to the Initial Development IP that relates to the option that remains exercisable under this Agreement. If this Agreement expires or terminates prior to the exercise of the Plan A/B Option or Plan C Option, then all rights in the Initial Development Data and any Initial Development IP (including any patents or patent applications contained therein) will revert to KKC, and Aevi, at Aevi’s cost and expense, will and hereby does assign to KKC, effective as of the effective date of such expiration or termination, Aevi’s entire right title and interest in and to the Initial Development Data and any Initial Development IP (including without limitation any patents or patent applications contained therein). 5.1.3 During the CDOA Term, unless explicitly authorized in this Agreement or a Plan A/B License Agreement or Plan C License Agreement then in effect, Aevi and KKC will not, without the prior written consent of the other Party, which consent will not be unreasonably withheld, conditioned or delayed, file any patent application, issue any scientific publications, or conduct further clinical studies with respect to the Initial Development Data, except that the foregoing will not be construed to prohibit the clinical investigators of the Studies (including, without limitation, CHOP) from making scholarly publications of the clinical data included in the Initial Development Data (“Publications”); provided that Aevi will ensure that (a) any such clinical investigator must agree to submit to KKC for its review and comment, a copy of any proposed Publication, abstract or other disclosure resulting from such activities, simultaneous with submission of the same to Aevi and at least (***) prior to any such presentation or publication, (b) such publication will not contain any references to, or otherwise disclose any of, the Confidential Information (other than such clinical data included in the Initial Development Data) without KKC’s prior written consent, and (c) that at KKC’s request, such clinical investigator will, for a reasonable period of up to (***) from initial delivery to KKC, delay revealing any subject matter included in the Initial Development Data in any publication or disclosure in order to permit the filing of patent applications.

Initial Development Data. 5.1.1 The Parties will jointly own any and all Initial Development Data. KKC KHK or AeviMedgenics, or their respective Affiliates, will use the Initial Development Data only to conduct Initial Development as contemplated hereunder or to analyze the results of the Initial Development. During the CDOA Term (as defined in Section 7.1) and except if permitted by a Plan A/B License Agreement or Plan C License Agreement then in effect), neither Party will, without the other Party’s prior written consent, use or cause any Third Party to access or use the Initial Development Data for any other purpose. 5.1.2 The Parties will jointly own any intellectual property arising from the Initial Development or the Initial Development Data (“Initial Development IP”), except for patents and patent applications, where ownership will follow inventorship. For clarity, Aevi Medgenics will own patents and patent applications solely invented by Aevi Medgenics inventors, KKC KHK will own patents and patent applications solely invented by KKC KHK inventors, and Aevi Medgenics and KKC KHK will jointly own patents and patent applications invented by one or more Aevi Medgenics inventor and one or more KKC KHK inventor. Inventorship will be resolved in accordance with US patent laws. During Each Party will provide the other Party, during the CDOA Term, each Party may practice with a non-exclusive, royalty free, perpetual, fully paid up license to the Initial Development IP with a right to sublicense only with the other Party’s consent, for any purpose subject to such Party’s obligations under this Agreement; provided that Aevi may sublicense the Initial Development IP as necessary or desirable to conduct the Initial Development including to its Affiliates, clinical sites and each Authorized CRO and CMOpurpose. During the CDOA Term, unless expressly provided herein, the intellectual property provisions in the license agreement attached to Exhibit B will apply to any Initial Development IP. Upon exercise of the Plan A/B Option or Plan C Option, the intellectual property provisions in the Plan A/applicable license agreement attached to Exhibit B License Agreement or the Plan Exhibit C License Agreement will apply to the any such Initial Development IP applicable to such license agreement and this Agreement will apply to the Initial Development IP that relates to the option that remains exercisable under this AgreementIP. If this Agreement expires or terminates prior to other than as a result of the exercise of the Plan A/B Option or Plan C Option, then all rights in the Initial Development Data and any Initial Development IP (including any patents or patent applications contained therein) will revert to KKCKHK, and AeviMedgenics, at Aevi’s Medgenics’ cost and expense, will and hereby does assign to KKCKHK, effective as of the effective date of such expiration or termination, Aevi’s Medgenics’ entire right title and interest in and to the Initial Development Data and any Initial Development IP (including without limitation any patents or patent applications contained therein). ***** Confidential Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to this omitted information. 5.1.3 During the CDOA Term, unless explicitly authorized in this Agreement or a Plan A/B License Agreement or Plan C License Agreement then in effectAgreement, Aevi Medgenics and KKC KHK will not, without the prior written consent of the other Party, which consent will not be unreasonably withheld, conditioned or delayed, file any patent application, issue any scientific publications, or conduct further clinical studies with respect to the Initial Development Data, except that the foregoing will not be construed to prohibit the clinical investigators of the Studies Signal Finding Study (including, without limitation, CHOP) from making scholarly publications of the clinical data included in the Initial Development Data (“Publications”); provided that Aevi Medgenics will ensure that (a) any such clinical investigator must agree to submit to KKC KHK for its review and comment, a copy of any proposed Publication, abstract or other disclosure resulting from such activities, simultaneous with submission of the same to Aevi Medgenics and at least (***) ** prior to any such presentation or publication, (b) such publication will not contain any references to, or otherwise disclose any of, the Confidential Information (other than such clinical data included in the Initial Development Data) without KKCKHK’s prior written consent, and (c) that at KKCKHK’s request, such clinical investigator will, for a reasonable period of up to (***) ** from initial delivery to KKCKHK, delay revealing any subject matter included in the Initial Development Data in any publication or disclosure in order to permit the filing of patent applications.