Common use of Ownership of Inventions and Know How Clause in Contracts

Ownership of Inventions and Know How. Any significant improvement or enhancement to the Bulk Drug Substance or Drug Product or any process used or useful in connection with the manufacture thereof made by either party during the term of this Agreement or within twelve (12) months after termination or expiration of this Agreement will be disclosed to the other party promptly after the disclosing party recognizes the significance thereof unless in the case of process developments the same shall have been developed as part of a collaboration with a Third Party, the terms of which prohibit disclosure to the other party. All Program Patents and Program Technology shall be owned by the party making the invention claimed or contained therein or, if such invention is made jointly, shall be owned jointly, all as determined in accordance with U.S. laws of inventorship. Lilly shall have the right to select patent counsel and to take such other actions as are reasonably necessary or appropriate to obtain patent protection with respect to Program Technology and Ophidian shall cooperate in procuring Program Patents including jointly owned Program Patents. ******************* **************************************************************************. Lilly shall provide the Committee with a copy of any patent application which first discloses any specific Program Technology, prior to filing the first of such applications in any jurisdiction, if possible, for review and comment by the Committee or its designees. If Lilly decides not to file or maintain an application or patent on an invention, or on a joint invention, in any country, it shall give Ophidian reasonable notice to this effect. After such notice, Ophidian may file or maintain the application or patent. Lilly agrees to prosecute and/or maintain the Lilly Patents and to prosecute any interference proceedings with respect to such Lilly Patents. Ophidian agrees to prosecute and/or maintain the Ophidian Patents and to prosecute any interference proceedings with respect to such Ophidian

Ownership of Inventions and Know How. Any significant improvement Ownership of Intellectual Property Rights 15.1 APP shall retain its rights in and/or title to all Patent Rights which it owned or enhancement controlled prior to the Bulk Drug Substance or Drug Product or any process used or useful in connection with the manufacture thereof Effective Date hereof. 15.2 All Inventions made by either party during APP or by RHEI in the term performance of its obligations under this Agreement or within twelve (12) months after termination or expiration of this Agreement will be disclosed to the other party promptly after the disclosing party recognizes the significance thereof unless in the case of process developments the same shall have been developed as part of a collaboration with a Third Party, the terms of which prohibit disclosure to the other party. All Program Patents and Program Technology shall be owned by as follows: (a) Any such Inventions relating to the party Biochronomer formulation and/or relating to the composition or manufacturing of the Licensed Product shall belong to APP and shall be included in the rights and licenses under this Agreement to RHEI in the Territory; and (b) Any other Inventions relating to the Licensed Product in the Territory shall belong to the Party making the invention claimed or contained therein orInvention and be licensed to RHEI in the Territory and to APP outside the Territory; provided that if any of the other Inventions are jointly made under this Agreement by APP and RHEI, if the Parties shall jointly own any such invention is made jointly, shall be owned jointly, all as determined in accordance with U.S. laws of inventorship. Lilly Inventions and the Parties agree that each Party shall have the right to select practice and exploit such joint inventions in accordance with the United States Patent Laws, except that APP's rights in any such Invention shall be included in the license under this Agreement to RHEI in the Territory and RHEI's rights in any such Invention shall be licensed by RHEI to APP outside the Territory. 15.3 The determination of inventorship for Inventions shall be made in accordance with applicable laws relating to inventorship set forth in the patent counsel laws of the United States (Title 35, United States Code). 00.0 Xxxx Xxxxx xxxxx xxxxx xxx xxxentor of any Invention employed by it to assign any and all rights that any such inventor may have in any such Invention to RHEI or to APP, as contemplated by this Agreement. Each Party shall cooperate with the other party to effectuate the provisions of this Article 15 and shall execute any documents that may reasonably be required to apply for and to take such other actions obtain any patents. Each Party agrees to be named as are reasonably necessary or appropriate a party, if necessary, to obtain bring and/or maintain a lawsuit involving a patent protection with respect to Program Technology and Ophidian shall cooperate in procuring Program Patents including on a jointly owned Program PatentsInvention. ******************* **************************************************************************. Lilly Disclosure of Inventions 15.5 Each Party shall provide notify, in writing, the Committee with a copy other Party of any Inventions made after the Effective Date and of any patent applications that it intends to file claiming Inventions made after the Effective Date that may be subject to the provisions of this Article 15, as promptly as possible, to arrange, if appropriate, for simultaneous filing of applications. Filing and Prosecution of Patent Applications by RHEI 15.6 RHEI shall have right and the responsibility at its expense for filing, prosecuting and maintaining patents and patent applications in the Territory for all Inventions owned by RHEI. RHEI shall disclose to APP the complete texts of all such patents and patent applications filed by RHEI or its Affiliates that relate to the Licensed Product, as well as all information received concerning the institution or possible institution of any interference, opposition, re-examination, reissue, revocation, nullification, or any official proceeding involving such patent application. APP shall have the right to review all such pending applications and other proceedings in the Territory and make recommendations to RHEI concerning such applications. RHEI shall keep APP fully informed of the course of patent prosecution or other proceedings relating to any such Invention and/or Patent Rights and shall provide to APP copies of any substantive communications submitted to or received from patent offices in the Territory in sufficient time for APP to provide comments, if desired. RHEI shall give due consideration to any comments timely provided by APP. Filing and Prosecution of Patent Applications by APP 15.7 APP shall have right and the responsibility at its expense for filing, prosecuting and maintaining patents and patent applications for all Inventions and Patent Rights controlled by APP in each country in the Territory. APP shall disclose to RHEI the complete texts of all such patents and patent applications filed by APP that relate to the Licensed Product, as well as all information received concerning the institution or possible institution of any interference, opposition, re-examination, reissue, revocation, nullification or any official proceeding involving such patent application. RHEI shall have the right to review all such pending applications and other proceedings in the Territory and make recommendations to APP concerning such applications. APP shall keep RHEI fully informed of the course of patent prosecution or other proceedings relating to any such Invention and/or Patent Rights and shall provide to RHEI copies of any substantive communications submitted to or received from patent offices in the Territory in sufficient time for RHEI to provide comments, if desired. APP shall give due consideration to any comments timely provided by RHEI. 15.8 RHEI shall have the right to assume responsibility for any patent or patent application which first discloses any specific Program Technology, in the Territory relating to the Licensed Product that APP intends to abandon or otherwise cause or allow to be forfeited. APP shall give RHEI reasonable written notice prior to filing the first abandonment or other forfeiture of any such applications in any jurisdiction, if possible, for review and comment by the Committee or its designees. If Lilly decides not to file or maintain an application patent or patent application so as to permit RHEI to exercise its rights under this section at its own cost. Enforcement of Intellectual Property Rights 15.9 Each Party shall report to the other any infringement or any unauthorized use or misuse of APP Patent Rights or Know How in the Territory that may come to its attention. Filing and Prosecution of Patent Applications Jointly Owned 15.10 The Parties shall determine and agree which of them shall be responsible for filing, prosecuting and maintaining patent applications and patents on an invention, or on a joint invention, in any country, it shall give Ophidian reasonable notice to this effectjointly owned Inventions. After such notice, Ophidian may file or maintain the application or patent. Lilly agrees to prosecute and/or maintain the Lilly Patents and to prosecute any interference proceedings with respect to such Lilly Patents. Ophidian agrees to prosecute and/or maintain the Ophidian Patents and to prosecute any interference proceedings with respect to such Ophidian16.