Common use of Ownership of Improvements Clause in Contracts

Ownership of Improvements. Each Party will own all right, title and interest in and to any Improvements conceived, developed, invented or otherwise generated solely by such Party, its Affiliates, and all intellectual property rights related thereto (such Improvements and intellectual property rights related thereto (other than Collegium BEMA Improvements and all intellectual property rights related thereto) to be owned solely by Collegium or any Affiliate thereof pursuant to the foregoing, “Collegium Improvements”), and the Parties shall jointly own all right, title, and interest in and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing and (b) Collegium, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, and all intellectual property rights related thereto (such Improvements and intellectual property rights to be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Collegium shall assign and hereby assigns to Parent, all of Collegium’s and Collegium Affiliates’ right, title, and interest in and to any Collegium BEMA Improvements and all intellectual property rights related thereto, free and clear of all security interests and similar liens. Collegium shall ensure that that its Affiliates assign any and all of their rights, including all intellectual property rights, in any Collegium BEMA Improvements to Collegium and Collegium shall use, and ensure that its Affiliates use, Commercially Reasonable Efforts to cause their respective Sublicensees to assign or exclusively license any and all rights they may have in any Collegium BEMA Improvements (and any Know-How with respect thereto and/or Patents Covering such Collegium BEMA Improvements) to Collegium and, in the case that such rights are licensed (rather than assigned) to Collegium or any of its Affiliates, that those rights be freely sublicensable by Collegium or its Affiliate, as applicable, to BDSI pursuant to Section 3.06. Except as expressly provided in this Agreement and subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Section 3.02(a) and Section 13.06(a) and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products or BEMA Fentanyl Products in at least the same scope as prior to such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect the purposes of the foregoing, as requested by the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under this Agreement.

Ownership of Improvements. Each Party will own All Improvements constructed, installed or placed by Lessee on the Premises shall be the property of Lessee during, and only during, the Term and no longer. During the Term, the Improvements shall not be conveyed, transferred or assigned unless such conveyance, transfer or assignment shall be to a person, corporation or other entity to whom this Lease is being transferred or assigned simultaneously therewith in compliance with the provisions of (but without limitation of the restrictions set forth in) Article 24, and at all such times the holder of the leasehold interest of Lessee under this Lease shall be the owner of the Improvements. Any 15 attempted conveyance, transfer or assignment of the Improvements, whether voluntarily or by operation of law or otherwise, to any person, corporation or other entity shall be void and of no effect whatever except a conveyance, transfer or assignment to a person, corporation or other entity to whom this Lease is being transferred or assigned simultaneously therewith in compliance with the provisions of (but without limitation of the restrictions set forth in) Article 24. Notwithstanding the foregoing, Lessee may from time to time replace items of personal property and fixtures provided that the replacements for such items are of equivalent or better value and quality, and such items are free from any liens and encumbrances except as permitted hereunder. Upon any termination of this Lease, whether by reason of the expiration of the Term hereof, or pursuant to any provision hereof, or by reason of any other cause whatsoever, all of Xxxxxx's right, title and interest in the Improvements shall cease and terminate and title to any the Improvements conceived, developed, invented or otherwise generated solely by such Party, its Affiliates, and all intellectual property rights related thereto (such Improvements and intellectual property rights related thereto (other than Collegium BEMA Improvements and all intellectual property rights related thereto) shall vest in Lessor unless Lessor makes the election to be owned solely by Collegium or any Affiliate thereof require demolition pursuant to Article 30. Lessee shall surrender the foregoingImprovements to Lessor as provided in Article 30 hereof. No further deed or other instrument shall be necessary to confirm the vesting in Lessor of title to the Improvements. However, “Collegium Improvements”)upon any termination of this Lease, Lessee, upon request of Xxxxxx, shall execute, acknowledge and the Parties shall jointly own deliver to Xxxxxx a quitclaim deed and quitclaim bill of sale confirming that all rightof Xxxxxx's rights, title, title and interest in the Improvements has expired and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing and (b) Collegium, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, and all intellectual property rights related that title thereto (such Improvements and intellectual property rights to be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Collegium shall assign and hereby assigns to Parent, all of Collegium’s and Collegium Affiliates’ right, title, and interest has vested in and to any Collegium BEMA Improvements and all intellectual property rights related thereto, free and clear of all security interests and similar liens. Collegium shall ensure that that its Affiliates assign any and all of their rights, including all intellectual property rights, in any Collegium BEMA Improvements to Collegium and Collegium shall use, and ensure that its Affiliates use, Commercially Reasonable Efforts to cause their respective Sublicensees to assign or exclusively license any and all rights they may have in any Collegium BEMA Improvements (and any Know-How with respect thereto and/or Patents Covering such Collegium BEMA Improvements) to Collegium and, in the case that such rights are licensed (rather than assigned) to Collegium or any of its Affiliates, that those rights be freely sublicensable by Collegium or its Affiliate, as applicable, to BDSI pursuant to Section 3.06. Except as expressly provided in this Agreement and subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Section 3.02(a) and Section 13.06(a) and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products or BEMA Fentanyl Products in at least the same scope as prior to such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect the purposes of the foregoing, as requested by the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under this AgreementLessor.

Ownership of Improvements. Each Party will own all right, title and interest in and to any Improvements conceived, developed, invented or otherwise generated solely by such Party, its Affiliates, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights related thereto (other than Collegium BEMA Improvements and all intellectual property rights related thereto) to be owned solely by Collegium Purdue or any Affiliate thereof pursuant to the foregoing, “Collegium Purdue Improvements”, and such Improvements and intellectual property rights related thereto to be owned solely by BDSI or any Affiliate thereof pursuant to the foregoing, “BDSI Improvements”), and the Parties shall jointly own all right, title, and interest in and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing and (b) CollegiumPurdue, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights to be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Collegium Purdue shall assign assign, and hereby assigns assigns, to Parent, Parent all of Collegium’s and Collegium Affiliates’ right, title, and interest in and to any Collegium BEMA Product Improvements and all intellectual property rights related thereto, free and clear of all security interests and similar liens. Collegium shall ensure that that its Affiliates assign any and all of their rights, including all intellectual property rights, in any Collegium BEMA Improvements to Collegium and Collegium shall useclaims, and ensure that its Affiliates use, Commercially Reasonable Efforts to cause their respective Sublicensees to assign or exclusively license any and all rights they may have encumbrances not set forth in any Collegium BEMA Improvements (and any Know-How with respect thereto and/or Patents Covering such Collegium BEMA Improvements) to Collegium and, in the case that such rights are licensed (rather than assigned) to Collegium or any of its Affiliates, that those rights be freely sublicensable by Collegium or its Affiliate, as applicable, to BDSI pursuant to Section 3.06this Agreement. Except as expressly provided in this Agreement and subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Section Sections 3.02(a) ), 3.06 and Section 13.06(a) ), and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products or BEMA Fentanyl Products in at least the same scope as prior to such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect the purposes of the foregoing, as reasonably requested by by, and at the sole expense (which shall be reasonable and documented) of, the other Party, and cause its Confidential Treatment Requested by BioDelivery Sciences International, Inc. Confidential treatment requested with respect to certain portions hereof denoted with “***” respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under this Agreement.

Ownership of Improvements. Each Party will own All Improvements constructed, installed or placed by Lessee on the Premises shall be the property of Lessee during, and only during, the Term and no longer. During the Term, the Improvements shall not be conveyed, transferred or assigned unless such conveyance, transfer or assignment shall be to a person, corporation or other entity to whom this Lease is being transferred or assigned simultaneously therewith in compliance with the provisions of (but without limitation of the restrictions set forth in) Article 24, and at all such times the holder of the leasehold interest of Lessee under this Lease shall be the owner of the Improvements. Any attempted conveyance, transfer or assignment of the Improvements, whether voluntarily or by operation of law or otherwise, to any person, corporation or other entity shall be void and of no effect whatever except a conveyance, transfer or assignment to a person, corporation or other entity to whom this Lease is being transferred or assigned simultaneously therewith in compliance with the provisions of (but without limitation of the restrictions set forth in) Article 24. Notwithstanding the foregoing, Lessee may from time to time replace items of personal property and fixtures provided that the replacements for such items are of equivalent or better value and quality, and such items are free from any liens and encumbrances except as permitted hereunder. Upon any termination of this Lease, whether by reason of the expiration of the Term hereof, or pursuant to any provision hereof, or by reason of any other cause whatsoever, all of Lessee's right, title and interest in the Improvements shall cease and terminate and title to any the Improvements conceived, developed, invented or otherwise generated solely by such Party, its Affiliates, and all intellectual property rights related thereto (such Improvements and intellectual property rights related thereto (other than Collegium BEMA Improvements and all intellectual property rights related thereto) shall vest in Lessor unless Lessor makes the election to be owned solely by Collegium or any Affiliate thereof require demolition pursuant to Article 30. Lessee shall surrender the foregoingImprovements to Lessor as provided in Article 30 hereof. No further deed or other instrument shall be necessary to confirm the vesting in Lessor of title to the Improvements. However, “Collegium Improvements”)upon any termination of this Lease, Lessee, upon request of Lessor, shall execute, acknowledge and the Parties shall jointly own deliver to Lessor a quitclaim deed and quitclaim bill xx sale confirming that all rightof Lessee's rights, title, title and interest in the Improvements has expired and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing and (b) Collegium, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, and all intellectual property rights related that title thereto (such Improvements and intellectual property rights to be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Collegium shall assign and hereby assigns to Parent, all of Collegium’s and Collegium Affiliates’ right, title, and interest has vested in and to any Collegium BEMA Improvements and all intellectual property rights related thereto, free and clear of all security interests and similar liens. Collegium shall ensure that that its Affiliates assign any and all of their rights, including all intellectual property rights, in any Collegium BEMA Improvements to Collegium and Collegium shall use, and ensure that its Affiliates use, Commercially Reasonable Efforts to cause their respective Sublicensees to assign or exclusively license any and all rights they may have in any Collegium BEMA Improvements (and any Know-How with respect thereto and/or Patents Covering such Collegium BEMA Improvements) to Collegium and, in the case that such rights are licensed (rather than assigned) to Collegium or any of its Affiliates, that those rights be freely sublicensable by Collegium or its Affiliate, as applicable, to BDSI pursuant to Section 3.06. Except as expressly provided in this Agreement and subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Section 3.02(a) and Section 13.06(a) and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products or BEMA Fentanyl Products in at least the same scope as prior to such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect the purposes of the foregoing, as requested by the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under this AgreementLessor.

Ownership of Improvements. Each Party will own All Improvements constructed, installed or placed by Lessee on the Premises shall be the property of Lessee during, and only during, the Term and no longer. During the Term, the Improvements shall not be conveyed, transferred or assigned unless such conveyance, transfer or assignment shall be to a person, corporation or other entity to whom this Lease is being transferred or assigned simultaneously therewith in compliance with the provisions of (but without limitation of the restrictions set forth in) Article 24, and at all such times the holder of the leasehold interest of Lessee under this Lease shall be the owner of the Improvements. Any 15 attempted conveyance, transfer or assignment of the Improvements, whether voluntarily or by operation of law or otherwise, to any person, corporation or other entity shall be void and of no effect whatever except a conveyance, transfer or assignment to a person, corporation or other entity to whom this Lease is being transferred or assigned simultaneously therewith in compliance with the provisions of (but without limitation of the restrictions set forth in) Article 24. Notwithstanding the foregoing, Lessee may from time to time replace items of personal property and fixtures provided that the replacements for such items are of equivalent or better value and quality, and such items are free from any liens and encumbrances except as permitted hereunder. Upon any termination of this Lease, whether by reason of the expiration of the Term hereof, or pursuant to any provision hereof, or by reason of any other cause whatsoever, all of Lessee's right, title and interest in the Improvements shall cease and terminate and title to any the Improvements conceived, developed, invented or otherwise generated solely by such Party, its Affiliates, and all intellectual property rights related thereto (such Improvements and intellectual property rights related thereto (other than Collegium BEMA Improvements and all intellectual property rights related thereto) shall vest in Lessor unless Lessor makes the election to be owned solely by Collegium or any Affiliate thereof require demolition pursuant to Article 30. Lessee shall surrender the foregoingImprovements to Lessor as provided in Article 30 hereof. No further deed or other instrument shall be necessary to confirm the vesting in Lessor of title to the Improvements. However, “Collegium Improvements”)upon any termination of this Lease, Lessee, upon request of Lessor, shall execute, acknowledge and the Parties shall jointly own deliver to Lessor a quitclaim deed and quitclaim xxxx of sale confirming that all rightof Lessee's rights, title, title and interest in the Improvements has expired and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing and (b) Collegium, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, and all intellectual property rights related that title thereto (such Improvements and intellectual property rights to be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Collegium shall assign and hereby assigns to Parent, all of Collegium’s and Collegium Affiliates’ right, title, and interest has vested in and to any Collegium BEMA Improvements and all intellectual property rights related thereto, free and clear of all security interests and similar liens. Collegium shall ensure that that its Affiliates assign any and all of their rights, including all intellectual property rights, in any Collegium BEMA Improvements to Collegium and Collegium shall use, and ensure that its Affiliates use, Commercially Reasonable Efforts to cause their respective Sublicensees to assign or exclusively license any and all rights they may have in any Collegium BEMA Improvements (and any Know-How with respect thereto and/or Patents Covering such Collegium BEMA Improvements) to Collegium and, in the case that such rights are licensed (rather than assigned) to Collegium or any of its Affiliates, that those rights be freely sublicensable by Collegium or its Affiliate, as applicable, to BDSI pursuant to Section 3.06. Except as expressly provided in this Agreement and subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Section 3.02(a) and Section 13.06(a) and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products or BEMA Fentanyl Products in at least the same scope as prior to such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect the purposes of the foregoing, as requested by the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under this AgreementLessor.

Ownership of Improvements. Each Party will own all right, title and interest All Intellectual Property Rights in and to any Improvements conceived, developedwritten, invented created, developed or otherwise generated solely by such Party, its Affiliates, first reduced to practice in and all intellectual property rights related thereto to the performance of this Agreement that relate to the pSiMedica Technology or BioSilicon(TM) generally (such Improvements and intellectual property rights related thereto (other than Collegium BEMA Improvements and all intellectual property rights related thereto"pSiMedica Improvements") to will be owned solely by Collegium pSiMedica irrespective of who conceives, writes, creates, develops or first reduces to practice any Affiliate thereof pursuant to the foregoing, “Collegium such Improvements”), and the Parties shall jointly own all right, title, and interest . All Intellectual Property Rights in and to any Improvements conceived, developedwritten, invented created, developed or otherwise generated first reduced to practice in and related to the performance of this Agreement that relate to Background Technology ("QSA Improvements") will be owned solely by QSA irrespective of who conceives, writes, creates, develops or first reduces to practice any such Improvements. All Intellectual Property Rights in any Improvements conceived, written, created, developed or first reduced to practice in and related to the performance of this Agreement that do not relate to either the pSiMedica Technology or the Background Technology, will be jointly owned by (a) BDSIpSiMedica and QSA, irrespective of who conceives, writes, creates, develops or first reduces to practice any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing and (b) Collegium, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, and all intellectual property rights related thereto (such Improvements and intellectual property rights to be owned jointly by the Parties pursuant to the foregoingboth pSiMedica and QSA shall, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Collegium shall assign and hereby assigns to Parent, all of Collegium’s and Collegium Affiliates’ right, title, and interest in and to any Collegium BEMA Improvements and all intellectual property rights related thereto, free and clear of all security interests and similar liens. Collegium shall ensure that that its Affiliates assign any and all of their rights, including all intellectual property rights, in any Collegium BEMA Improvements to Collegium and Collegium shall use, and ensure that its Affiliates use, Commercially Reasonable Efforts to cause their respective Sublicensees to assign or exclusively license any and all rights they may have in any Collegium BEMA Improvements (and any Know-How with respect thereto and/or Patents Covering such Collegium BEMA Improvements) to Collegium and, in the case that such rights are licensed (rather than assigned) to Collegium or any of its Affiliates, that those rights be freely sublicensable by Collegium or its Affiliate, except as applicable, to BDSI pursuant to Section 3.06. Except as expressly provided otherwise stated in this Agreement and subject to any restrictions hereinclause, each joint owner have free use of a Joint Improvement may make, sell, use, license, assign, mortgage or keep Joint such Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Section 3.02(a) and Section 13.06(a) and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products or BEMA Fentanyl Products in at least the same scope as prior to such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect the purposes on behalf of the foregoing, as requested by the other Party, and cause its respective Affiliates, and its and their officersstockholders, directors, employees, agentsofficers, representatives, contractors, Subsidiaries and representatives hereby assigns to the other representatives to do the sameparty all Intellectual Property Rights in all such jointly owned Improvements. During the Term, each However neither Party shall promptly notify utilize such jointly owned Improvements in conjunction with any third party without the prior written approval of the other Party in writing and in reasonable detail of party, which approval if given may be subject to any Improvements generated or Controlled by such Party or any Affiliate thereof to which conditions that the other Party has any rights under this Agreement.party reasonably determines but shall not be unreasonably withheld. In the event that pSiMedica is acquired or assigns a manufacturing license for the production of its P-32 BioSilicon(TM) that results in production other than by utilising the ongoing services of QSA and pSiMedica assets residing at QSA facilities, then pSiMedica, its heirs, successors or assigns shall be entitled to:

Ownership of Improvements. Each Party will own all right, title and interest in and to any Improvements conceived, developed, invented or otherwise generated solely by such Party, its Affiliates, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights related thereto (other than Collegium BEMA Improvements and all intellectual property rights related thereto) to be owned solely by Collegium Purdue or any Affiliate thereof pursuant to the foregoing, “Collegium Purdue Improvements”, and such Improvements and intellectual property rights related thereto to be owned solely by BDSI or any Affiliate thereof pursuant to the foregoing, “BDSI Improvements”), and the Parties shall jointly own all right, title, and interest in and to any Improvements conceived, developed, invented or otherwise generated jointly by (a) BDSI, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing and (b) CollegiumPurdue, any Affiliate thereof, or any officer, director, employee, agent, or other representative of either of the foregoing, other than Product Improvements, and all intellectual property rights related thereto (such Improvements and intellectual property rights to be owned jointly by the Parties pursuant to the foregoing, “Joint Improvements”), provided that, notwithstanding anything to the contrary, Parent shall own, and Collegium Purdue shall assign assign, and hereby assigns assigns, to Parent, Parent all of Collegium’s and Collegium Affiliates’ right, title, and interest in and to any Collegium BEMA Product Improvements and all intellectual property rights related thereto, free and clear of all security interests and similar liens. Collegium shall ensure that that its Affiliates assign any and all of their rights, including all intellectual property rights, in any Collegium BEMA Improvements to Collegium and Collegium shall useclaims, and ensure that its Affiliates use, Commercially Reasonable Efforts to cause their respective Sublicensees to assign or exclusively license any and all rights they may have encumbrances not set forth in any Collegium BEMA Improvements (and any Know-How with respect thereto and/or Patents Covering such Collegium BEMA Improvements) to Collegium and, in the case that such rights are licensed (rather than assigned) to Collegium or any of its Affiliates, that those rights be freely sublicensable by Collegium or its Affiliate, as applicable, to BDSI pursuant to Section 3.06this Agreement. Except as expressly provided in this Agreement and subject to any restrictions herein, each joint owner of a Joint Improvement may make, sell, use, license, Confidential Treatment Requested by BioDelivery Sciences International, Inc. Confidential treatment requested with respect to certain portions hereof denoted with “***” assign, mortgage or keep Joint Improvements, and otherwise undertake all activities a sole owner might undertake with respect to such inventions, discoveries and know-how, without the consent of and without accounting to the other joint owner, provided that any assignment, license or other disposition or use (i) shall at all times be and remain subject to the grants of rights and licenses and accompanying conditions and obligations with respect thereto under this Agreement, including under Section Sections 3.02(a) ), 3.06 and Section 13.06(a) ), and (ii) allow the Parties to exercise their rights and perform their obligations under this Agreement, in particular to develop, manufacture, and commercialize Licensed Products or BEMA Fentanyl Products in at least the same scope as prior to such assignment, license or other such disposition. Each Party shall take all actions and execute all documents necessary to effect the purposes of the foregoing, as reasonably requested by by, and at the sole expense (which shall be reasonable and documented) of, the other Party, and cause its respective Affiliates, and its and their officers, directors, employees, agents, representatives, contractors, and other representatives to do the same. During the Term, each Party shall promptly notify the other Party in writing and in reasonable detail of any Improvements generated or Controlled by such Party or any Affiliate thereof to which the other Party has any rights under this Agreement.