Ownership of Joint Know-How and Joint Patent Rights. The Parties shall jointly own any Joint Technology. Subject to the license grant under [Section 3.1(b)] and the Parties’ other rights and obligations under this Agreement, each Party shall be free to exploit Joint Patent Rights and Joint Know-How pursuant to the license grant set forth in [Section 3.1(d)], including granting a license under such Joint Technology without accounting to the other Party in accordance with [Section 3.1(d)].

Ownership. Ownership of all Know-How arising under this Agreement shall be based on inventorship as determined in accordance with the rules of inventorship under United States patent laws. Each Party shall solely own any Know-How discovered, developed, invented or created solely by or on behalf of such Party or its respective Affiliates or Third Parties acting on its behalf as a result of exercising such Party’s rights or performing its obligations under this Agreement. The Parties shall jointly own any Joint Inventions. Except to the extent either Party is restricted by the licenses granted to the other Party or exclusivity obligations under this Agreement, each Party shall be entitled to practice, license, assign and otherwise exploit the Joint Inventions and Joint Patent Rights without the duty of accounting or seeking consent from the other Party.

Ownership of Joint Patents and Joint Know-How. As between the Parties, the Parties shall each own an equal, undivided interest in any and all # ​ (the “Joint Know-How”), and # ​ (the “Joint Patents”) and other intellectual property rights with respect to the Information and inventions described in clause (i) or clause (ii). Joint Patents and Joint Know-How shall be subject to the licenses and other rights granted under Section 8.1, ​.

Rights of Joint Owners. Subject to the express licenses and obligations of exclusivity granted hereunder, and the obligations of the Parties with respect to any Joint Know-How and Joint Patents, each Party shall have full rights to exploit, license and transfer any Joint Know-How and Joint Patents, in each case, without any obligation or requirement of an accounting to the other Party, so long as such use, sale, license, or transfer is subject to and consistent with the terms of this Agreement, including exclusivity obligations; provided, that neither Party may Exploit, license or transfer ​, without the express consent of the other Party, where such consent may be conditioned on ​; provided, however, that each Party may, ​, and the other Party is deemed to have consented to such enforcement action by operation of this section.