Third Party Sourced IP Sample Clauses
Third Party Sourced IP. Notwithstanding anything to the contrary in this Agreement, any Confidential Information related to any Third Party Binder, Format, Linker, Payload and/or any other Third Party Know-How contributed pursuant to a CELGENE Background IP Transfer Agreement or otherwise generated by the Parties during the Term with specific respect to any such Third Party Binder, Format, Linker, Payload and/or any other Third Party Know-How contributed pursuant to a CELGENE Background IP Transfer Agreement shall constitute the Confidential Information of CELGENE, and may not be used by SUTRO, its Affiliates, licensees and any of its or their respective officers, employees, consultants or agents for any purpose other than to perform activities contemplated by this Agreement. The obligations of non-use and non-disclosure set forth in this Article 10 shall survive any expiration or termination of this Agreement indefinitely with respect to such Confidential Information. 88 *Confidential Treatment Requested. ARTICLE XI
Third Party Sourced IP. With respect to any Binder, Format, Linker or Payload contributed by a Party that is in-licensed from a Third Party pursuant to Section 2.2.3, the Parties will discuss the ownership of Inventions conceived or reduced to practice in the course of performing activities pursuant to the Research Plan (and/or Pre-Development Plan, as applicable) with respect to such Binder, Format, Linker or Payload and the scope of any licenses (for clarity, in addition to Sections 9.1.1 and 9.1.2) to be granted by one Party to the other Party with respect to such Inventions. Further, in the event SUTRO wishes to in-license intellectual property from a Third Party for purposes of the Collaboration that does not constitute a Binder, Format, Linker or Payload, the Parties shall first discuss the need and scope of license for such intellectual property. In the event CELGENE does not agree as to the need for such intellectual property, then SUTRO shall be solely responsible for any payments obligations to such Third Party for such license.