Inventions and Patents. All inventions, innovations or improvements (including policies, procedures, products, improvements, software, ideas and discoveries, whether patent, copyright, trademark, service mark, or otherwise) conceived or made by Executive, either alone or jointly with others, in the course of Executive’s employment by the Company, belong to the Company. Executive will promptly disclose in writing such inventions, innovations or improvements to the Company and perform all actions reasonably requested by the Company to establish and confirm such ownership by the Company, including, but not limited to, cooperating with and assisting the Company in obtaining patents, copyrights, trademarks, or service marks for the Company in the United States and in foreign countries.

It is recognized and understood that the existing inventions and technologies of [[Organization B:Organization]] and [[Organization A:Organization]] are their separate property, respectively, and are not affected by this Agreement and neither party shall have any claims to or rights in such existing inventions and technologies of the other party.

Employee understands that any copyrights, inventions or patents created or obtained, in part or whole, by Employee during the course of this Agreement are to be considered “works for hire” and the property of Employer. Employee assigns to Employer all rights and interest in any copyright, invention, patents or other property related to the business of the Employer.

“Patents” – letters patent, patent applications, provisional patents, design patents, PCT filings, invention disclosures and other rights to inventions or designs.

Inventions. To the extent permitted by local law, you agree and/or reaffirm the terms of all agreements related to inventions that you signed at the inception of or during your employment, and agree to promptly disclose and assign to BMS all of your interest in any and all inventions, discoveries, improvements and business or marketing concepts related to the current or contemplated business or activities of BMS, and which are conceived or made by you, either alone or in conjunction with others, at any time or place during the period you are employed by BMS. Upon request of BMS, including after your termination, you agree to execute, at BMS’s expense, any and all applications, assignments, or other documents which BMS shall determine necessary to apply for and obtain letters patent to protect BMS’s interest in such inventions, discoveries, and improvements and to cooperate in good faith in any legal proceedings to protect BMS’s intellectual property.

Regeneron Patents. Regeneron will be solely responsible, ​, for preparing, filing, prosecuting (including provisional, reissue, reexamination, continuing, divisional, continuation, continuation-in-part, and substitute applications and any foreign counterparts thereof), and maintaining all Regeneron Patents, and conducting any interferences and oppositions or similar proceedings relating to any Regeneron Patents. CytomX acknowledges and agrees that ​.

Collaboration Patents. ​ will ​, for preparing, filing, prosecuting (including provisional, reissue, reexamination, continuing, divisional, continuation, continuation-in-part, and substitute applications and any foreign counterparts thereof), and maintaining all Collaboration Patents and conducting any interferences and oppositions or similar proceedings relating to any such Collaboration Patents.

Other Patents. Other than as provided under Section 12.2(c) and Section 12.6, Unum has the sole right to enforce and defend # the Patents within the Unum Program IP and # the Unum Background Patents, and SGI has no rights with respect thereto. SGI has the sole right to enforce and defend # the Patents within the SGI Program IP other than the SGI Program IP that constitutes Joint Program IP and # the SGI Background Patents, and Unum has no rights with respect thereto.

Primary Patents. With respect to any VDC for which Ag Partner has exercised its Option and Primary has been notified of such exercise:

Primary Patents. With respect to any actual, potential or suspected infringement of Licensed Primary Patents in the Legacy Field to the extent they Cover Viamet Derived Products or Licensed VDCs, Legacy (or any Affiliate of Legacy or Legacy Licensee, to the extent granted such right by Legacy or an Affiliate thereof) shall have the first and primary right, but not the obligation, to, in its sole discretion, initiate, prosecute, and control any action or legal proceedings, and/or enter into a settlement, including any declaratory judgment action, on its behalf or in Primary’s name, if necessary. If, within five (5) months of the notice above, Legacy (or an Affiliate thereof or a Legacy Licensee) # shall have been unsuccessful in persuading the alleged infringer to desist, # shall not have brought and shall not be diligently prosecuting an infringement action, or # has not executed a settlement agreement with respect to such infringement, or if Legacy notifies Primary that it has decided not to undertake any of the foregoing against any such alleged infringer, then Primary shall then have the right to bring suit to enforce such Licensed Primary Patents in the Legacy Field at its own expense. If either Party (or an Affiliate, licensee, or sublicensee of a Party) brings any infringement action or proceeding under this Section 8.2, the other Party agrees to be joined as a plaintiff and, at the expense of the other Party (or its Affiliate, licensee, or sublicensee), to give the Party undertaking such infringement suit or other action reasonable assistance and authority to control, file and prosecute the suit as necessary. Except as explicitly provided in this Section 8.2, Primary retains all rights to initiate, prosecute, and control any action or legal proceedings, and/or enter into a settlement, including any declaratory judgment action, with respect to any actual, potential or suspected infringement of any Primary Patents, and to retain all recoveries, damages, or proceeds resulting from any of the foregoing. Any recovery, damages, or other amounts received by Legacy (or its Affiliate or any Legacy Licensee) with respect to the infringement of the Licensed Primary Patents in the Legacy Field to the extent they Cover Viamet Derived Products or Licensed VDCs, or any settlement with respect to the foregoing, shall be used first to reimburse the Parties for their unreimbursed reasonable, documented expenses incurred in connection with such action, with Legacy and its Affiliates, as between the Parties and subject to its obligations to any Legacy Licensee, being entitled to retain any remaining balance thereof, provided that, notwithstanding the foregoing, # Primary, at its expense, shall have the right to be represented by counsel of its choice in any such proceeding and, subject to the aforementioned reimbursement of expenses, # Primary shall be entitled to all recoveries, damages, and other amounts received by either Party (or any Affiliate thereof) with respect to any infringement of the Primary Patents (or settlement with respect thereto) other than an infringement of Licensed Primary Patents in the Legacy Field to the extent they Cover Viamet Derived Products or Licensed VDCs; to the extent Legacy (or its Affiliate or any Legacy Licensee) initially receives any such amounts, Legacy shall promptly pay them to Primary. Primary shall, in the event it pursues any actual, potential or suspected infringement of Licensed Primary Patents in the Legacy Field to the extent they Cover Viamet Derived Products or Licensed VDCs in accordance with this Section 8.2, be entitled, subject to the reimbursement of Legacy’s expenses related to such action as contemplated above, to retain one hundred percent (100%) of any resulting recoveries, damages, or other amounts received with respect to such actual, potential or suspected infringement.