Common use of Other Improvements Clause in Contracts

Other Improvements. Any Improvements that are neither XENCOR Intellectual Property nor BII Intellectual Property shall be defined as “Other Improvements” and shall be jointly owned by BII and XENCOR, with the Parties entitled to practice the same as joint owners, without duty of accounting to the other Party and with the right to license to others without consent of the other Party. BII shall notify XENCOR within [...***...] days of becoming aware of such Other Improvements. Each Party agrees to assign and hereby assigns to the other Party such right title and interest it may have in any Other Improvements as necessary to effect joint ownership of the Other Improvements by BII and XENCOR. Each Party shall provide reasonable assistance for any action which may be necessary to assign or otherwise transfer such rights to Other Improvements to Parties as joint owners. BII shall have the first right to prosecute and maintain patent rights within the Other Improvements, at its expense, provided that if BII elects not to prosecute or maintain an Other Improvement it shall provide written notice to XENCOR, and XENCOR may elect to take over responsibility for prosecution and maintenance of such Other Improvement, at its own expense, by providing written notice to BII, in which case all rights to such Other Improvement shall be assigned to XENCOR. For the avoidance of doubt, except as expressly stated otherwise in Section 10.3, Parties agree that XENCOR’s use of the Process is always subject to Section 5.2.3, 5.2.4 and 5.2.5. For the avoidance of doubt, (i) know-how pertaining to manufacturing of biopharmaceuticals generally and gained during the course of performing this Agreement may be freely used by BII in its biopharmaceutical business without any restrictions, provided, that, notwithstanding the foregoing, BII may not use any Other Improvement that relates specifically to the Product.

Other Improvements. Any Improvements that are neither XENCOR Intellectual Property nor BII Intellectual Property Sublessee acknowledges and agrees that, apart from Sublessor’s Work described above in Section 2.2, Sublessee shall be defined as solely responsible for the design and construction (and the payment therefor) of any and all improvements and alterations desired by or required of Sublessee (“Other Leasehold Improvements” ”). In connection with any Leasehold Improvements not a part of Sublessor’s Work, Sublessee agrees that it shall construct all such Leasehold Improvements in accordance with the further terms of this Sublease and with adherence in all material respects to the plans and specifications therefor, which plans and specifications shall be prepared by Sublessee at its sole cost and expense and shall be jointly owned by BII and XENCOR, with the Parties entitled to practice the same as joint owners, without duty of accounting to the other Party and with the right to license to others without consent of the other Party. BII shall notify XENCOR within [...***...] days of becoming aware of such Other Improvements. Each Party agrees to assign and hereby assigns to the other Party such right title and interest it may have in any Other Improvements as necessary to effect joint ownership of the Other Improvements by BII and XENCOR. Each Party shall provide reasonable assistance for any action which may be necessary to assign or otherwise transfer such rights to Other Improvements to Parties as joint owners. BII shall have the first right to prosecute and maintain patent rights within the Other Improvements, at its expense, provided that if BII elects not to prosecute or maintain an Other Improvement it shall provide written notice to XENCOR, and XENCOR may elect to take over responsibility for prosecution and maintenance of such Other Improvement, at its own expense, by providing written notice to BII, in which case all rights to such Other Improvement shall be assigned to XENCOR. For the avoidance of doubt, except as expressly stated otherwise in Section 10.3, Parties agree that XENCOR’s use of the Process is always subject to Section 5.2.3, 5.2.4 and 5.2.5. For the avoidance of doubt, (i) know-how pertaining Master Lessor’s prior written approval, if and to manufacturing the extent so required under the Master Lease, and (ii) Sublessor’s prior written approval, which approval of biopharmaceuticals generally Sublessor shall not be unreasonably withheld, conditioned or delayed (it being understood and gained during agreed, however, that whether or not Sublessor’s approval is required, Sublessee shall nevertheless submit its plans and specifications (and evidence of Master Lessor’s consent thereto) to Sublessor prior to commencing any work of improvement to the course of performing this Agreement may be freely used by BII in its biopharmaceutical business without any restrictionsPremises, providedand that: (i) Sublessor may, that, notwithstanding promptly after it receives the foregoing, BII impose the requirement that Sublessee remove all or specifically-identified portions of Leasehold Improvements upon the expiration or earlier termination of this Sublease; and (ii) even where Sublessor’s consent is not required, Sublessor may not use nevertheless disapprove any Other Improvement specific work contemplated by Sublessee’s plans that relates specifically to would interfere with or damage Sublessor’s existing cabling and related equipment located in the ProductPremises).

Other Improvements. a. Any Improvements that are neither XENCOR not FibroGen Intellectual Property nor BII or BI Pharma Intellectual Property shall be defined as “Other Improvements” and shall be jointly owned by BII BI Pharma and XENCORFibroGen, with the Parties parties entitled to practice the same as joint owners. Any Other Improvements shall be listed on Appendix 10, without duty hereto, which shall be amended from time to time upon the creation of accounting to the other Party and with the right to license to others without consent of the other Party. BII shall notify XENCOR within [...***...] days of becoming aware of such any additional Other Improvements. Each Party agrees to assign and hereby assigns to the other Party such right title and interest it may have in any Other Improvements as necessary to effect joint ownership of the Other Improvements by BII and XENCOR. Each Party shall provide reasonable assistance for any action which may be necessary to assign or otherwise transfer such rights to Other Improvements to Parties as joint owners. BII shall have the first right to prosecute and maintain patent rights within the Other Improvements, at its expense, provided that if BII elects not to prosecute or maintain an Other Improvement it shall provide written notice to XENCOR, and XENCOR may elect to take over responsibility for prosecution and maintenance of such Other Improvement, at its own expense, by providing written notice to BII, in which case all rights to such Other Improvement shall be assigned to XENCOR. For the avoidance of doubt, except as expressly stated otherwise in Section 10.3, Parties agree that XENCOR’s use of the Process is always subject to Section 5.2.3, 5.2.4 and 5.2.5. For the avoidance of doubt, (i) know-how pertaining to manufacturing [ * ] and [ * ] this Definitive Agreement, but [ * ] in the exercise of biopharmaceuticals generally and gained during the course of performing its rights under this Definitive Agreement may be freely used by BII in its biopharmaceutical business without any restrictions[ * ], provided, that, notwithstanding the foregoing, BII BI Pharma may not use any Other Improvement that relates to FibroGen Technology in the production of antibodies to CTGF, including the Product, modifications and derivatives thereof, without FibroGen’s prior written consent, [ * ], provided, however, that it [ * ] for [ * ]. For avoidance of doubt, the Parties agree that the Product [ * ] and those portions of the Process that relate specifically to the ProductProduct or the Product [ * ] are Other Improvements, and FibroGen shall own the Product [ * ], however FibroGen hereby agrees [ * ]. In the event that either BI Pharma or FibroGen desires to file a patent application that contains the other Party’s Technology or Confidential Information and Know How, then the Party filing the application will provide the other Party with a copy of the application for review not less than [ * ] prior to the intended filing date, in order that the other Party may review the application such that it may amend the disclosure of its Technology or Confidential Information and Know-How, and the Party filing the application shall comply with all such requests for amendment.