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20-F
MESOBLAST LTD filed this Form 20-F on 08/31/2018
Entire Document
 

 

8.6Currency Conversion.  If any currency conversion shall be required in connection with the calculation of amounts payable hereunder, such conversion shall be made using the same exchange rates used by Collaborator for its own financial reporting purposes, or if none is used, then the average of the buying and selling rates on the last Business Day of the Quarterly Period to which the amount applies as published by The Wall Street Journal on its website at www.wsj.com.

8.7Acknowledgement.  The Parties acknowledge that the economic terms and conditions set forth herein were negotiated and agreed to and represent a fair and equitable allocation of the value from Product for the Field in the Territory.  The Parties further acknowledge that there is considerable value in the Product Technology (including the Product Know-How) that is consistent with the economic terms and conditions herein.

ARTICLE 9
INTELLECTUAL PROPERTY

9.1Ownership of Inventions.  As between the Parties, all right, title and interest to inventions and other subject matter made (a) solely by or on behalf of MSB in the course conducting activities under this Agreement (“MSB Sole Inventions”) and all intellectual property rights therein (including Patents claiming the same, the “MSB Sole Patents”) shall be solely owned by MSB, (b) solely by or on behalf of Collaborator in the course conducting activities under this Agreement (“Collaborator Sole Inventions”) and all intellectual property rights therein (including Patents claiming the same, the “Collaborator Sole Patents”) shall be solely owned by Collaborator, and (c) made jointly by or on behalf of each Party in the course conducting activities under this Agreement (“Joint Inventions”) and all intellectual property rights therein (including Patents claiming the same, the “Joint Patents”) shall be jointly owned by Collaborator and MSB.  In addition, as between the Parties, all MSB Improvements developed by either party, or jointly and all intellectual property rights therein (and Patents claiming the same “MSB Improvement Patents”) shall be solely owned by MSB.  During the Term, (a) MSB Improvements that are necessary or useful for the Development or Commercialization of Product, (b) MSB Sole Inventions and (c) MSB’s interest in Joint Inventions shall be included in the Product Technology and subject to the rights granted to Collaborator under Section 3.1.  For the avoidance of doubt, (a) MSB reserves the right to use, practice or otherwise exploit any and all MSB Improvements, MSB Sole Inventions and Joint Inventions subject to the rights granted under Section 3.1 and (b) Collaborator reserves the right to use, practice or otherwise exploit any and all Collaborator Sole Inventions and Joint Inventions subject to rights that may be granted to MSB under Section 3.2.Subject to the rights granted under this Agreement, it is understood that neither Party shall have any obligation to account to the other Party for profits, or to obtain any approval of the other Party to license, assign or otherwise exploit Joint Inventions or the intellectual property therein (including Joint Patents), and each Party hereby waives any right it may have under the Applicable Law of any jurisdiction to require any such approval or accounting.

 

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Confidential material omitted and filed separately with the Commission.



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