2. RESEARCH AND DEVELOPMENT PROGRAM
2.4 BDSI’s Performance of the R&D Plan
(b) Know-How Contribution and Grant of Rights. At its own cost, BDSI will provide to DNDi all technical information and data relating to CAMB in its possession and grant DNDi all rights under BDSI Background IP which are reasonably necessary or useful for DNDi to conduct its activities under this Agreement. Determination of “reasonably necessary” shall be made in consultation with the JRC.
2.5 DNDi’s Performance of the R&D Plan
(c) Know-How Contribution and Grant of Rights. At its own cost, DNDi will provide to BDSI all technical information and data relating to CAMB in its possession and access to and a right of reference to all Regulatory Documentation and Regulatory Filings and grant BDSI all rights thereunder which are reasonably necessary or useful for BDSI to conduct its activities related to CAMB.
2.7 Data and Reports
(a) Data. Each Party will keep complete and accurate notes, accounts and records of the data, results, materials, or other information arising out of or resulting from the research performed by such Party under this Agreement (collectively, “Program Data”). The Program Data will be deemed the Confidential Information of both Parties under this Agreement, and both Parties shall have unfettered rights to access and reference to the Program Data in support of their clinical and regulatory activities.
(b) Reports. For so long as a Party has obligations to conduct research or development activities under the R&D Plan, such Party will provide written quarterly reports to the JRC, and additional updates as requested by the JRC, summarizing all Program Data created in the preceding quarter by such Party, including a description of any inventions made, developed, conceived or reduced to practice by such Party. The purpose of these reports is to ensure the continuous sharing between the Parties of information regarding results achieved under the R&D Plan and to enable any Party to take prompt action to file any patent applications covering the Collaboration IP. In addition, each Party will submit to the JRC semi–annual written reports outlining the milestones achieved by such Party, key decisions made, and progress toward achieving the objectives set forth in the R&D Plan. The JRC will provide to the Alliance Managers copies of all reports required under this section and it will be the responsibility of the Alliance Managers to assure the JRC and their respective Party complies with all responsibilities under this section in a timely manner.
6. INTELLECTUAL PROPERTY
6.2 Disclosure of Inventions. On a quarterly basis in accordance with Section 2.7 (b), each Party will disclose in writing to the JRC all Know-How and inventions made, developed, conceived or reduced to practice, either in the course of or arising directly out of the performance of such Party’s obligations under the R&D Plan, or any activities under this Agreement, by or on behalf of such Party or its employees, consultants, Affiliates, agents, subcontractors or sublicensees. Each Party will ensure that each of its Affiliates’ employees, agents, consultants and subcontractors conducting activities under the R&D Plan has a contractual obligation to disclose all such inventions and, to assign all intellectual property rights developed thereunder