Common use of Ownership of Joint Patents and Joint Know-How Clause in Contracts

Ownership of Joint Patents and Joint Know-How. Subject to Section 3.7.1(ii), as between the Parties, the Parties shall each own an equal, undivided interest in any and all (i) Information discovered and/or developed by or on behalf of either Party or its Affiliates or sublicensees in connection with the work conducted under or in connection with (1) Initial Development Activities or (2) jointly by or on behalf of Galapagos or its Affiliates or sublicensees, on the one hand, and Xxxxxx or its Affiliates or Sublicensees, on the other hand, in connection with the work conducted under or in connection with this Agreement, (the “Joint Know-How”), and (ii) inventions, conceived, or made by jointly by one or more inventor(s) obligated to assign their rights therein to Galapagos and one or more inventor(s) obligated to assign their rights therein to Xxxxxx (or their Affiliates or Sublicensees), and Patents claiming such inventions (the “Joint Patents”); wherein the Information and inventions described in clauses (i) and (ii) (together with Joint Know-How and Joint Patents, the “Joint Intellectual Property Rights”). Each Party shall promptly disclose to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees to so disclose, the development, making, conception or reduction to practice of any Joint Know-How or Joint Patents. Subject to the licenses and rights of reference granted under Section 5.2 and the Parties’ respective, in the case of Galapagos, its exclusivity obligations hereunder, each Party shall have the right to Exploit the Joint Intellectual Property Rights without a duty of seeking consent or accounting to the other Party.

Ownership of Joint Patents and Joint Know-How. Subject to Section 3.7.1(ii), as between the Parties, the Parties shall each own an equal, undivided interest in any and all (i) Information discovered and/or or developed by or on behalf of either Party or its Affiliates or sublicensees in connection with the work conducted under or in connection with (1a) Initial Development Activities Activities, or (2b) jointly by or on behalf of Galapagos Ablynx or its Affiliates or sublicensees, on the one hand, and Xxxxxx AbbVie or its Affiliates or Sublicensees, on the other hand, in connection with the work conducted under or in connection with this Agreement, (the “Joint CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[...***...]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Know-How”), and (ii) inventions, conceived, or made by jointly by one (1) or more inventor(s) obligated to assign their rights therein to Galapagos Ablynx and one (1) or more inventor(s) obligated to assign their rights therein to Xxxxxx AbbVie (or their Affiliates or Sublicensees), and Patents claiming such inventions (the “Joint Patents”); wherein the Information and inventions described in clauses (i) and (ii) (together with Joint Know-How and Joint Patents, the “Joint Intellectual Property Rights”). Each Party shall promptly disclose to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees to so disclose, the development, making, conception or reduction to practice of any Joint Know-How or Joint Patents. Subject to the licenses and rights of reference granted under Section 5.2 Sections 5.2, 5.3 and the Parties’ respective5.4, and in the case of GalapagosAblynx, its exclusivity obligations hereunder, each Party shall have the right to Exploit the Joint Intellectual Property Rights without a duty of seeking consent or accounting to the other Party.

Ownership of Joint Patents and Joint Know-How. Subject to Section 3.7.1(ii), as between the Parties, the The Parties shall each own an equal, undivided interest in any and all (ia) Information discovered and/or that is conceived, discovered, developed by or on behalf of either Party otherwise made, as necessary to establish authorship, inventorship or its Affiliates or sublicensees in connection with the work conducted ownership under or in connection with (1) Initial Development Activities or (2) Applicable Law, jointly by or on behalf of Galapagos AstraZeneca (or its Affiliates or sublicenseesAffiliates), on the one hand, and Xxxxxx Neoprobe (or its Affiliates or its Sublicensees), on the other hand, in connection with the work conducted under or in connection with this Agreement, whether or not patented or patentable (the “Joint Know-How”), and (iib) inventions, conceived, or made by jointly by one or more inventor(s) obligated to assign their rights therein to Galapagos and one or more inventor(s) obligated to assign their rights therein to Xxxxxx (or their Affiliates or Sublicensees), and Patents claiming such inventions (the “Joint Patents”); wherein the Information and inventions described in clauses (i) and (ii) (together with Joint Know-How and Joint Patents, the “Joint Intellectual Property Rights”)Rights with respect thereto. Each Party shall promptly disclose to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees to so disclose, the development, making, conception or reduction to practice of any Joint Know-How or Joint Patents. Subject to ; provided, however, that none of AstraZeneca, Neoprobe or any of their respective Affiliates or sublicensees shall Exploit any Joint Patent or Joint Know-How outside the licenses and rights scope of reference granted under Section 5.2 and this Agreement without the Parties’ respectiveconsent of the other Party, in the case of Galapagos, its exclusivity obligations hereunder, each Party provided that AstraZeneca shall have the right to Exploit the Joint Intellectual Property Rights Patents and the Joint Know-How outside the Field and for the purpose of utilising its retained rights under Section 3.1.2 in its sole discretion, without a duty the consent of seeking consent Neoprobe, and provided further that Neoprobe shall not assign, pledge, encumber or accounting to the other Partyotherwise transfer any of its rights in any Joint Know-How or Joint Patents without AstraZeneca’s prior written consent.

Ownership of Joint Patents and Joint Know-How. Subject to Except as expressly set forth in Section 3.7.1(ii)7.1.2 and 7.1.4, as between the Parties, the Parties shall each own an equal, undivided interest in any and all (ia) Information discovered and/or Information, inventions and Improvements (other than Product-Specific Inventions) that are conceived, reduced to practice, discovered, developed by or on behalf of either Party or its Affiliates or sublicensees in connection with the work conducted under or in connection with (1) Initial Development Activities or (2) otherwise made jointly by or on behalf of Galapagos GPC Biotech (or its Affiliates or sublicenseesAffiliates), on the one hand, and Xxxxxx Yakult (or its Affiliates or SublicenseesAffiliates), on the other hand, in connection with the work conducted under or in connection with this Agreement, whether or not patented or patentable (the “Joint Inventions”) (to the extent such Information, inventions and Improvements are not generally known and not covered or claimed by published Joint Patents, the “Joint Know-How”), ) and (iib) inventionsPatents and Intellectual Property Rights with respect to such Information, conceived, or made by jointly by one or more inventor(s) obligated to assign their rights therein to Galapagos inventions and one or more inventor(s) obligated to assign their rights therein to Xxxxxx (or their Affiliates or Sublicensees), and Patents claiming such inventions Improvements (the “Joint Patents”); wherein the Information . Together, such Information, inventions, Improvements, Patents and inventions Intellectual Property Rights as described in clauses clause (ia) and clause (iib) (together with Joint Know-How and Joint Patents, of this Section 7.1.5 shall be referred to herein as the “Joint Intellectual Property Rights”). .” Each Party shall promptly disclose to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees Affiliates to so disclose, the developmentconception, making, conception or reduction to practice practice, discovery, development or making of any Joint Know-How or Joint PatentsInventions. Subject to the licenses and rights of reference granted under Section 5.2 and the Parties’ respective, in the case of Galapagos, its exclusivity obligations hereunder, each Each Party shall have the right to Exploit practice, use and exercise the Joint Intellectual Property Rights outside the scope of this Agreement in any manner that is not inconsistent with the rights and obligations of the Parties under this Agreement in its sole discretion, in each case, without a duty of seeking the consent of, or accounting to, the other Party, provided that neither Party shall assign, pledge, encumber or otherwise transfer any of its rights in any Joint Intellectual Property Rights without the other Party’s prior written consent, such consent not to be unreasonably withheld or delayed; provided that Yakult shall not practice, use or exercise the Joint Intellectual Property Rights with respect to the Licensed Compound or the Licensed Product other than as expressly permitted in this Agreement. The determination of whether a Party is an inventor of any Information, inventions or Improvements for purposes of this Section 7.1.5 shall be made in accordance with Applicable Law in the United States. To the extent that Applicable Law of any relevant jurisdiction would yield a result different than the application of Applicable Law in the United States with respect to the inventorship of any Information, inventions or Improvements hereunder, each Party shall, and does hereby, assign, and shall cause its Affiliates to so assign, to the other Party, without additional compensation, such right, title and interest in and to any Information, inventions and Improvements as well as any intellectual property rights with respect thereto, as is necessary to fully effect the joint ownership provided for in this Section 7.1.5.

Ownership of Joint Patents and Joint Know-How. Subject to Section 3.7.1(ii), as As between the Parties, the Parties shall each own an equal, undivided interest in any and all all: (ia) Information discovered and/or Information, 51 Improvements and other inventions that are conceived, discovered, developed by or on behalf of either Party or its Affiliates or sublicensees in connection with the work conducted under or in connection with (1) Initial Development Activities or (2) otherwise made jointly by or on behalf of Galapagos Licensor or its Affiliates or sublicenseesits or their (sub)licensees, on the one hand, and Xxxxxx AbbVie or its Affiliates or its or their Sublicensees, on the other hand, in connection with the work conducted under or in connection with this Agreement, whether or not patented or patentable (the “Joint Know-How”), ; and (iib) inventions, conceived, or made by jointly by one or more inventor(s) obligated to assign their rights therein to Galapagos and one or more inventor(s) obligated to assign their rights therein to Xxxxxx (or their Affiliates or Sublicensees), and Patents claiming such inventions (the “Joint Patents”); wherein ) and other intellectual property rights with respect to the Information Information, Improvements and inventions described in clauses clause (i) and (iia) (together with Joint Know-How and Joint Patents, the “Joint Intellectual Property Rights”). Each Party shall promptly [****] disclose to the other Party in writing, writing and shall cause its Affiliates, licensees and sublicensees its and their (sub)licensees/Sublicensees to so disclose, the developmentconception, makingdiscovery, conception development or reduction to practice making of any Joint Know-How or Joint Patents. Subject to the licenses and rights of reference granted under Section 5.2 and the Parties’ respective3.1 and, in the case of GalapagosLicensor, its exclusivity obligations hereunderunder Section 3.7.1 and with respect to Product Information under Article 8, (x) each Party shall have the right to practice, grant licenses under and transfer its interest in any Joint Intellectual Property Rights, (y) neither Party shall have any obligation to account to the other for profits or to obtain any approval of the other Party to license or Exploit the any Joint Intellectual Property Rights without a duty by reason of seeking joint ownership thereof and (z) each Party hereby waives any right it may have under the laws of any jurisdiction to require any such consent or accounting to the other Partyaccounting.

Ownership of Joint Patents and Joint Know-How. Subject to Except as expressly set forth in Section 3.7.1(ii)8.1.3 and 8.1.4, as between the Parties, the Parties shall each own an equal, undivided interest in any and all (ia) Information discovered and/or and Improvements that are conceived, discovered, developed by or on behalf of either Party otherwise made, as necessary to establish authorship, inventorship or its Affiliates or sublicensees in connection with the work conducted 55 ownership under or in connection with (1) Initial Development Activities or (2) applicable United States law, jointly by or on behalf of Galapagos GPC Biotech (or its Affiliates or sublicenseesAffiliates), on the one hand, and Xxxxxx Licensee (or its Affiliates or its Sublicensees), on the other hand, in connection with the work conducted under or in connection with this Agreement, whether or not patented or patentable (to the extent such Information or Improvements are not generally known and not covered or claimed by published Joint Patents, the “Joint Know-How”), ) and (iib) inventions, conceived, or made by jointly by one or more inventor(s) obligated Patents and Intellectual Property Rights with respect to assign their rights therein to Galapagos such Information and one or more inventor(s) obligated to assign their rights therein to Xxxxxx (or their Affiliates or Sublicensees), and Patents claiming such inventions Improvements (the “Joint Patents”); wherein the Information . Together, such Information, Improvements, Patents and inventions Intellectual Property Rights as described in clauses clause (ia) and clause (iib) (together with Joint Know-How and Joint Patents, of this Section 8.1.5 shall be referred to herein as the “Joint Intellectual Property Rights”). .” Each Party shall promptly disclose to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees Sublicensees to so disclose, the development, making, conception or reduction to practice of any Joint Know-How or Joint Patents. Subject to the licenses and rights of reference granted under Section 5.2 and the Parties’ respective, in the case of Galapagos, its exclusivity obligations hereunder, each Each Party shall have the right to Exploit the Joint Intellectual Property Rights outside the scope of this Agreement in any manner that is not inconsistent with the rights and obligations of the Parties under this Agreement in its sole discretion, in each case, without a duty the consent of seeking consent or accounting to the other Party, and provided, that neither Party shall assign, pledge, encumber or otherwise transfer any of its rights in any Joint Intellectual Property Rights without the other Party’s prior written consent, such consent not to be unreasonably withheld or delayed.

Ownership of Joint Patents and Joint Know-How. Subject to Section 3.7.1(ii), as As between the Parties, the Parties each of AstraZeneca and Insmed shall each own an equal, undivided interest in any and all all: (i) Information discovered and/or Information, Improvements and other inventions that are conceived, discovered, developed by or on behalf of either Party or its Affiliates or sublicensees in connection with the work conducted under or in connection with (1) Initial Development Activities or (2) otherwise made jointly by or on behalf of Galapagos AstraZeneca or its Affiliates or sublicenseesits or their (sub)licensees, on the one hand, and Xxxxxx Insmed or its Affiliates or its or their Sublicensees, on the other hand, in connection with the work conducted under or in connection with this Agreement, whether or not patented or patentable (the “Joint Know-How”), ; and (ii) inventions, conceived, or made by jointly by one or more inventor(s) obligated to assign their rights therein to Galapagos and one or more inventor(s) obligated to assign their rights therein to Xxxxxx (or their Affiliates or Sublicensees), and Patents claiming such inventions (the “Joint Patents”); wherein ) and other intellectual property rights with respect to the Information Information, *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Improvements and other inventions described in clauses clause (i) and (ii) (together with Joint Know-How and Joint Patents, the “Joint Intellectual Property Rights”). Each Party shall promptly disclose to the other Party in writing, writing and shall cause its Affiliates, licensees Affiliates and sublicensees its and their (sub)licensees (or Sublicensees) to so disclose, the development, making, conception or reduction to practice of any Joint Know-How or Joint Patents. Subject to the licenses and rights of reference granted under Section 5.2 Sections 2.1 and the Parties’ respective2.2 and, in the case of GalapagosInsmed, its exclusivity obligations hereunderset forth in Section 2.5 and Article 5, each Party shall have the right to Exploit the Joint Intellectual Property Rights without a duty of seeking consent or accounting to the other Party.

Ownership of Joint Patents and Joint Know-How. Subject to Except as expressly set forth in Section 3.7.1(ii)8.1.3 and 8.1.4, as between the Parties, the Parties shall each own an equal, undivided interest in any and all (ia) Information discovered and/or and Improvements that are conceived, discovered, developed by or on behalf of either Party otherwise made, as necessary to establish authorship, inventorship or its Affiliates or sublicensees in connection with the work conducted ownership under or in connection with (1) Initial Development Activities or (2) applicable United States law, jointly by or on behalf of Galapagos GPC Biotech (or its Affiliates or sublicenseesAffiliates), on the one hand, and Xxxxxx Licensee (or its Affiliates or its Sublicensees), on the other hand, in connection with the work conducted under or in connection with this Agreement, whether or not patented or patentable (to the extent such Information or Improvements are not generally known and not covered or claimed by published Joint Patents, the “Joint Know-How”), ) and (iib) inventions, conceived, or made by jointly by one or more inventor(s) obligated Patents and Intellectual Property Rights with respect to assign their rights therein to Galapagos such Information and one or more inventor(s) obligated to assign their rights therein to Xxxxxx (or their Affiliates or Sublicensees), and Patents claiming such inventions Improvements (the “Joint Patents”); wherein the Information . Together, such Information, Improvements, Patents and inventions Intellectual Property Rights as described in clauses clause (ia) and clause (iib) (together with Joint Know-How and Joint Patents, of this Section 8.1.5 shall be referred to herein as the “Joint Intellectual Property Rights”). .” Each Party shall promptly disclose to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees Sublicensees to so disclose, the development, making, conception or reduction to practice of any Joint Know-How or Joint Patents. Subject to the licenses and rights of reference granted under Section 5.2 and the Parties’ respective, in the case of Galapagos, its exclusivity obligations hereunder, each Each Party shall have the right to Exploit the Joint Intellectual Property Rights outside the scope of this Agreement in any manner that is not inconsistent with the rights and obligations of the Parties under this Agreement in its sole discretion, in each case, without a duty the consent of seeking consent or accounting to the other Party, and provided, that neither Party shall assign, pledge, encumber or otherwise transfer any of its rights in any Joint Intellectual Property Rights without the other Party’s prior written consent, such consent not to be unreasonably withheld or delayed.

Ownership of Joint Patents and Joint Know-How. Subject to Section 3.7.1(ii)3.2.1, as between the Parties, the Parties shall each own an equal, undivided interest in any and all all: (i) Information discovered and/or Information, and other inventions that are conceived, discovered, developed by or on behalf of either Party or its Affiliates or sublicensees in connection with the work conducted under or in connection with (1) Initial Development Activities or (2) otherwise made jointly by or on behalf of Galapagos RVL or its Affiliates or sublicensees(sub)licensees, on the one hand, hand and Xxxxxx Licensee or its Affiliates or its or their Sublicensees, on the other hand, in connection with the work conducted under or in connection with this Agreement, whether or not patented or patentable (the “Joint Know-How”), ; and (ii) inventions, conceived, or made by jointly by one or more inventor(s) obligated to assign their rights therein to Galapagos and one or more inventor(s) obligated to assign their rights therein to Xxxxxx (or their Affiliates or Sublicensees), and Patents claiming such inventions (the “Joint Patents”); wherein ) and other intellectual property rights with respect to the Information Information, and other inventions described in clauses clause (i) and (ii) (together with Joint Know-How and Joint Patents, the “Joint Intellectual Property Rights”). Each Party shall promptly disclose to the other Party in writing, writing and shall cause its Affiliates, licensees Affiliates and sublicensees its and their (sub)licensees and Sublicensees to so disclose, the development, making, conception or reduction to practice of any Joint Know-How or Joint Patents. Each Party shall, and does hereby, assign, and shall cause its Affiliates and its and their (sub)licensees and Sublicensees to so assign, without additional compensation, such right, title and interest in and to any Joint Intellectual Property Rights as well as any intellectual property rights with respect thereto, to the Parties as is necessary to fully effect the joint ownership provided for in clause (i) of this Section 6.1.2. Subject to the licenses and rights of reference granted under Section 5.2 Sections 2.1 and the Parties’ respective, in the case 2.2 and restrictions and limitations of Galapagos, its exclusivity obligations hereunderTerritory provided thereunder, each Party shall have the right to Exploit the Joint Intellectual Property Rights without a duty of seeking consent or accounting to the other Party.

Ownership of Joint Patents and Joint Know-How. Subject to Section 3.7.1(ii), as As between the Parties, the Parties shall each own an equal, undivided interest in any and all (i) Information discovered and/or and inventions that are conceived, discovered, developed or otherwise made: (a) by or on behalf of either Party or its Affiliates or sublicensees Sublicensees in connection with the work conducted under or in connection with (1) Initial Joint Development Activities or (2) Initial Development Activities conducted after the aggregate Collaboration Costs incurred with respect to Initial Development Activities exceeds the Initial Development Costs other than Initial Development Activities funded solely by Licensee pursuant to section 5.10.3 or (b) jointly by or on behalf of Galapagos Licensor or its Affiliates or sublicenseesSublicensees, on the one hand, and Xxxxxx Licensee or its Affiliates or SublicenseesAffiliates, on the other hand, in connection with the work conducted under or in connection with this Agreement, in each case ((a) and (b)) whether or not patented or patentable (the “Joint Know-How”), ) and (ii) inventions, conceived, or made by jointly by one or more inventor(s) obligated to assign their rights therein to Galapagos and one or more inventor(s) obligated to assign their rights therein to Xxxxxx (or their Affiliates or Sublicensees), and Patents claiming such inventions (the “Joint Patents”); wherein the Information and inventions described in clauses (i) and (ii) other intellectual property rights with respect thereto (together with Joint Know-How and Joint Patents, the “Joint Intellectual Property Rights”). Each Party shall promptly disclose to the other Party in writing, and shall cause its Affiliates, licensees and sublicensees Sublicensees to so disclose, the development, making, conception or reduction to practice of any Joint Know-How or Joint Patents. Subject to the licenses and rights of reference granted under Section Sections 5.1 and 5.2 and the Parties’ respective, in the case of Galapagos, its respective exclusivity obligations hereunder, each Party shall have the right to Exploit the Joint Intellectual Property Rights without a duty of seeking consent or accounting to the other Party.