Master Alliance Provisions Guide (MAPGuide)

GARDP – Orchid, Cefiderocol Manufacturing Sublicense and Technology Transfer Agreement

  • Intellectual Property | Ownership of IP


8.1 Intellectual property

Shionogi (or its Affiliates) will own the entire right, title and interest in and to any and all inventions conceived solely by its employees and agents before, on or after the Effective Date relating to the Licensed Compound or any Licensed Product, including the Sublicensed Rights and any such inventions that constitute an adaptation of any manufacturing process or proprietary drug delivery or formulation technology of Shionogi, or its Affiliates, for the production of the Licensed Compound or any Licensed Product, and any patents covering such invention (Shionogi Sole Inventions), subject to the license granted to GARDP.

(a) Manufacturing Process Results

(i) Shionogi shall own (and shall have the sole right to patent or not to patent) all inventions and results developed or generated by the Sublicensee related to the process to manufacture Licensed Compound or Licensed Product (Process Results) (whether or not patentable) that are specific to the Licensed Product and/or that incorporate any non-public proprietary information or confidential information or intellectual property of Shionogi and the Sublicensee will provide reasonable assistance to Shionogi, as may be required, for such patenting and related prosecution; and

The Sublicensee shall own (and shall have the sole right to patent or not to patent) all Process Results (whether or not patentable) solely to the extent separable from the Licensed Product (i.e., that such can be used to manufacture products other than the Licensed Product) and that do not incorporate any nonpublic proprietary information or confidential information of Shionogi.

(ii) The Process Results shall be considered confidential information of the party who owns the results, provided that each of Shionogi, GARDP and the Sublicensee shall have the right to access and use all Process Results in accordance with the licenses set forth in this Sublicense Agreement and the Shionogi License Agreement.

(iii) Shionogi shall have the sub-licensable right to use all Process Results not owned by it for development, regulatory filings, manufacturing, commercialization or otherwise to enable or facilitate access to any product containing cefiderocol worldwide.