[I]f Project IP is conceived or reduced to practice (in the case of patentable Project IP), authored (in the case of Project IP subject to copyright) or contributed to (in the case of all other forms of Project IP) during activities carried out under the Research Plan solely by or on behalf of a single Party, then such Party solely owns such Project IP. If Project IP is conceived or reduced to practice, authored or contributed to, as the case may be during activities carried out jointly by or on behalf of two (2) or more Parties under the Research Plan, then such Parties jointly and equally own such Project IP (“Joint Project IP”), unless otherwise agreed between them. Inventorship of Project IP is determined in accordance with applicable national law where the invention is made.
If any Party believes that an improvement to its Background IP has been made by another Party, the relevant Parties shall discuss in good faith the disposition of ownership or licensing of such improvement. In the event of a dispute regarding whether or not Project IP is an improvement, the relevant Parties shall discuss and resolve the question in good faith.