Common use of Joint Clause in Contracts

Joint. The Parties shall jointly own any invention that is created by employees of Strakan (or of its Affiliates, subcontractors, distributors or sublicensees) jointly or severally together with employees of Aptalis (or of its Affiliates, subcontractors, distributors or sublicensees) as a result of their carrying out any of their respective obligations under this Agreement (“Joint Inventions”). Except as expressly provided in this Agreement and subject to Section 10.3 and the next succeeding sentence, neither Party shall exploit any Joint Invention without the prior written approval of the other Party, it being understood that such approval may be conditioned on agreement after good faith negotiations. Aptalis shall have the exclusive (even as to Strakan), irrevocable, worldwide, sublicensable right, without any accounting to Strakan as to any profits or other returns derived therefrom, to make, use and sell any Joint Invention in order to research, Develop, Commercialize and Manufacture the Product in the Territory. Strakan shall have an exclusive (even as to Aptalis), royalty-free, irrevocable, sublicensable right, without any accounting to Aptalis as to any profits or other returns derived therefrom, to make, use and sell any Joint Invention in order to research, Develop, Commercialize and Manufacture the Product (i) outside the Territory and (ii) in the Territory, provided, however, that the right that is the subject of this clause (ii) shall not be effective with regard to the Product in the Territory until after the Term except that Strakan shall be entitled to make or have made the Product in the Territory solely for the purpose of supplying its customers or those of its licensees outside the Territory.

Joint. The Parties shall jointly own any invention that is created by employees of Strakan (or of its Affiliates, subcontractors, distributors or sublicensees) jointly or severally together with employees of Aptalis (or of its Affiliates, subcontractors, distributors or sublicensees) as a result of their carrying out any of their respective obligations under this Agreement (“Joint Inventions”). Except as expressly provided in this Agreement and subject to Section 10.3 and the next succeeding sentence, neither Party shall exploit any Joint Invention without the prior written approval of the other Party, it being understood that such approval may be conditioned on agreement after good faith negotiations. Aptalis shall have the exclusive (even as to Strakan), irrevocable, worldwide, sublicensable right, without any accounting to Strakan as to any profits or other returns derived therefrom, to make, use and sell any Joint Invention in order to research, Develop, Commercialize and Manufacture the Product in the Territory. Strakan shall have an exclusive (even as to Aptalis), royalty-free, irrevocable, sublicensable right, without any accounting to Aptalis as to any profits or other returns derived therefrom, to make, use and sell any Joint Invention in order to research, Develop, [*] Confidential treatment requested. Commercialize and Manufacture the Product (i) outside the Territory and (ii) in the Territory, provided, however, that the right that is the subject of this clause (ii) shall not be effective with regard to the Product in the Territory until after the Term except that Strakan shall be entitled to make or have made the Product in the Territory solely for the purpose of supplying its customers or those of its licensees outside the Territory.