Common use of United States Law Clause in Contracts

United States Law. The determination of whether Information and inventions are conceived, discovered, developed or otherwise made by or on behalf of a Party for the purpose of allocating proprietary rights (including Patent, copyright or other intellectual property rights, and ownership under Sections 8.1.1, Section 8.1.2 or Section 8.1.3) therein, shall, for purposes of this Agreement, be made in accordance with the United States patent law, copyright law, trademark law and other Applicable Law in the United States, irrespective of conflict of laws and where such conception, discovery, development or making occurs. For clarity, if United States law is found to be unenforceable with respect to the conception, discovery, development or making of any Information or other inventions hereunder, CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. each Party shall, and does hereby, assign, transfer and otherwise convey, and shall cause its Affiliates and its and their (sub)licensees to so assign, transfer and otherwise convey, to the other Party, without additional compensation, such right, title and interest in and to any Information, inventions, Patents and other intellectual property rights without the need for any further action by the other Party, as is necessary to fully effect, as applicable, (a) the sole ownership provided for in Section 8.1.1 and Section 8.1.3 or (b) the joint ownership provided for in Section 8.1.2. The assigning Party shall perform all acts or refrain from taking action, as required, and shall execute and deliver to the assignee Party any and all applications, oaths, declarations, affidavits, waivers, assignments and other documents and instruments as shall be deemed necessary or desirable by the assignee Party to evidence, obtain, perfect, and transfer such intellectual property throughout the world and to render all lawful assistance in connection with the same to effectuate the foregoing assignment.