Provision Language
10. Intellectual Property
(a) The Parties anticipate that it may be necessary for either Party to use its preexisting intellectual property in the performance of the Scope of Work (Preexisting Inventions). Each Party retains title and ownership to its Preexisting Inventions.
(b) Inventions conceived or first reduced to practice by either Party or jointly by the parties during and in the performance of the Scope of work shall be determined in accordance with US Patent laws (Program Inventions). Ownership of Program Inventions shall follow inventorship. Program Inventions made by Theraclone shall be owned by Theraclone and defined as (Theraclone Inventions), Program Inventions made by IAVI shall be owned by IAVI and defined as (IAVI Inventions ), and Program Inventions made jointly by IAVI and Theraclone shall be jointly owned and defined as (Joint Inventions). Notwithstanding anything in this Agreement to the contrary, if any B cell cultures or lysates (post B-cell activation) are transferred from Theraclone to IAVI, and antibodies are derived from such B cell cultures or lysates (post B-cell activation) at any time in the future, then such antibodies shall be regarded as and treated as Program Inventions under this Agreement. Regardless of inventorship or ownership of Program Inventions, the Parties agree to coordinate the characterisation of the Final MAbs and the related data to maximize the potential utility of the Final MAbs. Prior to the filing of an initial U.S. provisional patent application relating to any Final MAbs, any transfer of such Final MAbs to any third party shall be reviewed and approved by the Program Team prior to such transfer. The Parties also agree that each Party shall promptly share Final MAbs characterization data with the other.
(c) Each Party agrees to secure assignments from its employees and execute any necessary assignments of Program Inventions to the other Party.