For purposes hereof, “Client IP” means all intellectual property and embodiments thereof owned by or licenced to Client as of the date hereof or developed by Client other than in connection with this Agreement; “Catalent IP” means all intellectual property and embodiments thereof owned by or licenced to Catalent as of the date hereof or developed by Catalent other than in connection with this Agreement; “Invention” means any intellectual property developed by either party or jointly by the parties in connection with this Agreement; “API Inventions” means any Invention that relates exclusively to the Client IP or Client’s patented API; and “Process Inventions” means any Invention, other than an API Invention, that relates exclusively to the Catalent IP or relates to developing, formulating, manufacturing, filling, processing, packaging, analyzing or testing pharmaceutical products generally. All Client IP and API Inventions shall be owned solely by Client and no right therein is granted to Catalent under this Agreement, except that Catalent shall have during the Term a non-exclusive, royalty-free licence to such items solely to the extent necessary to perform its obligations under this Agreement. All Catalent IP and Process Inventions shall be owned solely by Catalent and no right therein is granted to Client under this Agreement. The parties shall cooperate to achieve the allocation of rights to Inventions anticipated herein and each party shall be solely responsible for costs associated with the protection of its intellectual property.

11.1For purposes hereof, “Client IP” means all intellectual property and embodiments thereof owned by or licensed to Client as of the date hereof or developed by Client other than in connection with this Agreement; “Catalent IP” means all intellectual property and embodiments thereof owned by or licensed to Catalent as of the date hereof or developed by Catalent other than in connection with this Agreement; “Invention” means any intellectual property developed by either party or jointly by the parties in connection with this Agreement; “Client Inventions” means any Invention that relates to the Client IP, Bulk Product, Product, or API; and “Process Inventions” means any Invention, other than a Client Invention, that relates to the Catalent IP or developing, formulating, manufacturing, filling, processing, packaging, analyzing or testing pharmaceutical products generally. All Client IP and Client Inventions shall be owned solely by Client, and Catalent hereby assigns to Client all right, title, and interest therein. No right therein is granted to Catalent under this Agreement, except that Catalent shall have a non-exclusive, non-transferable, non-sublicenseable, royalty-free license to such items solely to the extent necessary to perform its obligations under this Agreement. All Catalent IP and Process Inventions shall be owned solely by Catalent and no right therein is granted to Client under this Agreement. Catalent shall not incorporate any Catalent IP or Process Inventions into the Product or Bulk Product or manufacturing thereof. To the extent the services require Catalent to incorporate any Catalent IP or Process Inventions into the Product or Bulk Product or the manufacturing process thereof, Catalent shall obtain Client’s written consent prior to doing so, and the parties shall amend the Agreement to grant Client a non-exclusive license under and to all such Catalent IP or Process Inventions, under mutually agreeable, reasonable commercial terms.