Section 10. Collaboration Technology
10.1 Inventorship. Inventorship of Collaboration Technology shall be determined in accordance with U.S. patent Laws and such principles shall be applied to determine whether a Party solely, or the Parties jointly, invented any Patents, Know-How or Materials arising from the performance of the Collaboration. In the event that the Parties have a dispute regarding inventorship or ownership of Collaboration Technology, such dispute shall be referred to an independent external counsel having appropriate experience mutually selected by the Parties for resolution. The costs of such adjudication regarding inventorship or ownership shall be borne equally by the Parties.
10.2 Ownership. Subject to Sections 10.3, 10.4 and 10.5, (a) Sanofi shall own all Collaboration Technology discovered, invented or created solely by Sanofi, its Affiliates or its Service Providers, (b) Translate Bio shall own all Collaboration Technology discovered, invented or created solely by Translate Bio, its Affiliates or its Service Providers, and (c) Sanofi and Translate Bio shall jointly own all Collaboration Technology discovered, invented or created jointly by Translate Bio and Sanofi or their respective Affiliates or Service Providers. Each Party, on behalf of itself and its Affiliates, hereby assigns to the other Party such right, title and interest in and to the applicable Collaboration Technology sufficient to vest in such other Party the appropriate ownership of the relevant Collaboration Technology in accordance with this Section 10.2, Section 10.3, Section 10.4 and Section 10.5, as applicable.
10.3 Exceptions to Ownership of Collaboration Technology: Translate Bio. Subject to Sections 10.4 and 10.5, Translate Bio shall own all Collaboration Technology regardless of inventorship where such Collaboration Technology is an improvement, modification, refinement, correction, evolution or enhancement to any Licensed Technology or Licensed Improvement.
10.4 Exceptions to Ownership of Collaboration Technology: Sanofi. Sanofi shall own all Collaboration Technology regardless of inventorship to the extent that such Collaboration Technology [**]. The technology described in items (b), (c) and (d) of this Section 10.4 is the “Sanofi Reserved Property”.
10.5 Exceptions to Ownership of Collaboration Technology: Sanofi Background Technology. Sanofi shall own all Collaboration Technology regardless of inventorship to the extent that such Collaboration Technology contains or was made using Sanofi Background Technology that is used during and in performance of the Collaboration and that is disclosed as such, in writing to Translate Bio, prior to such use or is otherwise identified as such in a Collaboration Plan.
10.6 Translate Bio access to Sanofi Reserved Property. If Sanofi elects not to develop or commercialize any Sanofi Reserved Property described in Section 10.4(b) or (c) or (d) above, Sanofi shall include such information in its annual report under Section 6.3 (Reporting by Sanofi). Translate Bio shall have [**] from the date of receipt of such report to elect in writing to either acquire (by way of an assignment) or be granted a perpetual, irrevocable, worldwide, exclusive, royalty-free, fully-paid, sub-licensable (through multiple tiers) license in the Translate Bio Field to such Sanofi Reserved Property described in Section 10.4(b) or (c) or (d), which assignment or license shall be automatically granted. Sanofi may, in any such transaction, reserve for itself the use of any such Sanofi Reserved Property outside of the Translate Bio Field.
10.7 No exploitation of Joint Interest. No Party may license or transfer (except in connection with an assignment of this Agreement pursuant to Section 17.2) its interest in any jointly-owned Collaboration Technology to any Third Party without the other Party’s prior written consent, which consent shall not be unreasonably conditioned, withheld or delayed. Each Party (and its Affiliates) may use its interest in any jointly-owned Collaboration Technology for any and all purposes, subject to the applicable terms and conditions of this Agreement.