insure Product stored in
consignment stock at a Facility on VERSARTIS ́ behalf.
9.
Intellectual Property
9.1
Existing Intellectual Property Rights
9.1.1.
BI shall have and acquire no rights, title or interest whatsoever in or to any
of VERSARTIS
Background IP, except for the limited license rights solely for
use in Production of Products by BI and/or BI Affiliated Companies on behalf of
VERSARTIS as specifically provided for in this Agreement.
9.1.2.
VERSARTIS shall acquire no rights, title or interest whatsoever in or to any of
BI Background IP, except as specifically provided for in this Agreement.
9.2
New Intellectual Property, Results and Licenses
9.2.1.
VERSARTIS
VERSARTIS shall have the exclusive ownership of any Improvements that (i) relate
directly to the physical or chemical structure or composition and/or amino acid
or DNA sequence of the Product, the biological, chemical and/or pharmaceutical
properties of the Product, or the use of the Product, and (ii) do not cover or
claim BI Background IP or BI Improvements (collectively, "VERSARTIS
Improvements"). VERSARTIS shall control patent prosecution and maintenance
thereof. BI agrees to assign and hereby assigns, and hereby covenants that it
shall cause its Affiliated Companies to assign, to VERSARTIS all right title and
interest it or its Affiliated Company have or may have in any VERSARTIS
Improvements. BI shall provide reasonable assistance to VERSARTIS for any action
that may be necessary to assign or otherwise transfer any rights to VERSARTIS
Improvements contemplated by this Section 9.2.1, including by signing any
documents or other instruments to effect or perfect or record such assignments.
BI shall notify VERSARTIS within [*] days of becoming aware of such VERSARTIS
Improvements.
Additionally, VERSARTIS shall have the exclusive ownership of any Improvements
to the Manufacturing Process that result from agreed upon development and/or
optimization
41 / 70
[*] = Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
Commercial Supply Agreement, BI/ VERSARTISExecution Version
services provided to VERSARTIS either by BI (and/or by its Affiliated Companies)
alone or in collaboration with VERSARTIS and/or a third party ("VERSARTIS
Manufacturing Process Improvements"). All such VERSARTIS Manufacturing Process
Improvements shall be deemed to be included in the "VERSARTIS Improvements" for
all purposes of ownership and assignment obligations under this Section 9.2.1.
9.2.2.
BI
BI shall have the exclusive ownership of any Improvements that are made or
invented by BI or a BI Affiliated Company and that (i) [*], and (ii) [*] and
(iii) [*]. BI shall control patent prosecution and maintenance thereof.
VERSARTIS agrees to assign and hereby assigns to BI all right, title and
interest it may have in any BI Improvements. VERSARTIS shall provide reasonable
assistance to BI for any action which may be necessary to assign or otherwise
transfer such rights to BI Improvements contemplated by this Section 9.2.2.
9.2.3.
Licenses
a.
VERSARTIS hereby grants to BI and BI hereby accepts for