definiens: means all Intellectual Property Rights that were generated by or on behalf of GRAIL in the performance of the Joint Dev elopment Activities under the Original Agreement . A s provided in the Original Agreement, all Development IP will be owned solely by [COMPANY] . GRAIL hereby, on its own behalf and on behalf of its Representatives, co mpletely and irrevocably assigns and agrees to assi gn ( immediately upon generation ) to [COMPANY] all right, title, and interest that GRAIL and -22- each of its Representatives has or may have in or t o any Development IP . GRAIL represents, warrants, a nd covenants that it has taken, and will continue to t ake, all actions necessary to cause each Representa tive who participated in any Joint Development Activities to completely and irrevocably assign to GRAIL ( for as signment to [COMPANY] pursuant to this Section ) any and all r ights that Representative has or may have in or to any Development IP . GRAIL will assist [COMPANY] in every reasonable way, both during and after the Term, to document, register, obtain, maintain, protect, and enforce the Development IP . [COMPANY] will reimburse GRAIL for all reasonable costs actually incurred by GRAIL in connection with such activities performed at Il lumina ’s request . All Development IP is [COMPANY] Confidentia l Information . Subject to, and contingent upon GRAI L ’s and its Operational Affiliates ’ continued compliance wi th, the terms and conditions of this Agreement and the applicable Terms and Conditions, in addition to the rights under [COMPANY] Intellectual Property Rights expressly granted pursuant to the applicable Terms and Condit ions, GRAIL ’s purchase of Products under this Agree ment confers upon GRAIL and its Operational Affiliates t he personal, non - transferable, non - exclusive, right to use the Development IP internally in connection with the us e of such Products during the Term . Any purported assignment, transfer, grant, or other conveyance of any of the rights granted in this Section 8.4(c ) ( or any portion of such rights ) is prohibited and will be null, voi d, and of no effect