Common use of Joint Inventions Clause in Contracts

Joint Inventions. All Know-How discovered, developed, generated or invented jointly by employees, agents and consultants of Celgene or its Affiliates, on the one hand, and employees, agents and consultants of Vividion or its Affiliates, on the other hand, in the conduct of activities under this Agreement (“Joint Inventions” and, any Patents Covering such Joint Inventions, “Joint Patents”) shall be owned jointly on the basis of each Party (or its applicable Affiliate(s)) having an undivided interest without a duty to account to the other Party (other than as set forth in this Agreement) and shall be deemed to be Controlled by each Party. Each Party shall have the right to use such Joint Inventions, or license such Joint Inventions to its Affiliates or any Third Party, or sell or otherwise transfer its interest in such Joint Inventions to its Affiliates or a Third Party, in each case without the consent of the other Party or its applicable Affiliate(s) (and, to the extent that applicable Law requires the consent of the other Party or its applicable Affiliate(s), this Section 10.1(c) shall constitute such consent), so long as such use, sale, license or transfer is subject to Section 8.6 and the licenses granted pursuant to this Agreement and is otherwise consistent with this Agreement.

Joint Inventions. All Co-Co Collaboration Know-How discovered, developed, generated or invented jointly by employees, agents and consultants of Celgene or its Affiliates, on the one hand, and employees, agents and consultants of Vividion or its Affiliates, on the other hand, in the conduct of activities under this Agreement (“Joint Inventions” and, any Patents Covering such Joint Inventions, “Joint Patents”) shall be owned jointly on the basis of each Party (or its applicable Affiliate(s)) having an undivided interest without a duty to account to the other Party (other than as set forth in this Agreementor its applicable Affiliate(s)) and shall be deemed to be Controlled by each Party. Each Party shall have the right to use such Joint Inventions, or license such Joint Inventions to its Affiliates or any Third Party, or sell or otherwise transfer its interest in such Joint Inventions to its Affiliates or a Third Party, in each case without the consent of the other Party or its applicable Affiliate(s) (and, to the extent that applicable Law requires the consent of the other Party or its applicable Affiliate(s), this Section 10.1(c) shall constitute such consent), so long as such use, sale, license or transfer is subject to Section 8.6 and the licenses granted pursuant to this Agreement and is otherwise consistent with this Agreement.

Joint Inventions. All Co-Co Collaboration Know-How discovered, developed, generated or invented jointly by employees, agents and consultants of Celgene or its Affiliates, on the one hand, and employees, agents and consultants of Vividion or its Affiliates, on the other hand, in the conduct of activities under this Agreement (“Joint Inventions” and, any Patents Covering such Joint Inventions, “Joint Patents”) shall be owned jointly on the basis of each Party (or its applicable Affiliate(s)) having an undivided interest without a duty to account to the other Party (other than as set forth in this Agreementor its applicable Affiliate(s)) and shall be deemed to be Controlled by each Party. Each Party shall have the right to use such Joint Inventions, or license such Joint Inventions to its Affiliates or any Third Party, or sell or otherwise transfer its interest in such Joint Inventions to its Affiliates or a Third Party, in each case without the consent of the other Party or its applicable Affiliate(s) (and, to the extent that applicable Law requires the consent of the other Party or its applicable Affiliate(s), this Section 10.1(c) shall constitute such consent), so long as such use, sale, license or transfer is subject to Section 8.6 and the licenses granted pursuant to this Agreement and is otherwise consistent with this Agreement.

Joint Inventions. All Subject to Sections 10.1(a) and 10.1(b), all Collaboration Know-How discovered, developed, generated or invented jointly by employees, agents and consultants of Celgene HEC or its Affiliates, on the one hand, and employees, agents and consultants of Vividion Lannett or its Affiliates, on the other hand, in the conduct of activities under this Agreement or such Collaboration Know-How arising from the activities supported by the costs and expenses incurred by both Parties under this Agreement (“Joint Inventions” and, any Patents Covering such Joint Inventions, “Joint Patents”) shall be owned jointly on the basis of each Party (or its applicable Affiliate(s)) having an undivided interest without a duty to account to the other Party (other than as set forth in this Agreementor its applicable Affiliate(s)) and shall be deemed to be Controlled by each Party. Each Party shall have the right to (i) use such Joint InventionsInventions individually, and (ii) non-exclusively license, or sell or otherwise transfer its interest in such Joint Inventions to its Affiliates, in each case without the consent of the other Party or its applicable Affiliate(s). With the other Party’s prior written consent, which is not to be unreasonably withheld, each Party shall have the right to exclusively license such Joint Inventions to its Affiliates or any Third Party, or sell or otherwise transfer its interest in such Joint Inventions to its Affiliates or a Third Party, in each case without the consent of the other Party or its applicable Affiliate(s) (and, to the extent that applicable Law requires the consent of the other Party or its applicable Affiliate(s), this Section 10.1(c) shall constitute such consent), so long as such use, sale, license or transfer is subject to Section 8.6 and the licenses granted pursuant to this Agreement and is otherwise consistent with this Agreement.

Joint Inventions. All Subject to Sections 10.1(a) and 10.1(b), all Collaboration Know-How discovered, developed, generated or invented jointly by employees, agents and consultants of Celgene HEC or its Affiliates, on the one hand, and employees, agents and consultants of Vividion Lannett or its Affiliates, on the other hand, in the conduct of activities under this Agreement or such Collaboration Know-How arising from the activities supported by the costs and expenses incurred by both Parties under this Agreement (“Joint Inventions” and, any Patents Covering such Joint Inventions, “Joint Patents”) shall be owned jointly on the basis of each Party (or its applicable Affiliate(s)) having an undivided interest without a duty to 121186093.v1 ​ account to the other Party (other than as set forth in this Agreementor its applicable Affiliate(s)) and shall be deemed to be Controlled by each Party. Each Party shall have the right to (i) use such Joint InventionsInventions individually, and (ii) non-exclusively license, or sell or otherwise transfer its interest in such Joint Inventions to its Affiliates, in each case without the consent of the other Party or its applicable Affiliate(s). With the other Party’s prior written consent, which is not to be unreasonably withheld, each Party shall have the right to exclusively license such Joint Inventions to its Affiliates or any Third Party, or sell or otherwise transfer its interest in such Joint Inventions to its Affiliates or a Third Party, in each case without the consent of the other Party or its applicable Affiliate(s) (and, to the extent that applicable Law requires the consent of the other Party or its applicable Affiliate(s), this Section 10.1(c) shall constitute such consent), so long as such use, sale, license or transfer is subject to Section 8.6 and the licenses granted pursuant to this Agreement and is otherwise consistent with this Agreement.