LONZA Intellectual Property is incorporated into the Drug Substance, the Product or the Manufacturing Process without PROTEONs prior written consent then it shall automatically and without further action by either Party become subject to Section 12.2(b)-(c) on a fully-paid up and royalty-free basis.
(b) LONZA hereby grants to PROTEON a fully paid (subject to compliance with Section 12.2(c) if and when applicable) and royalty-free, non-exclusive, perpetual license, with the right to grant and authorize sublicenses, under any and all LONZA Intellectual Property and Project Intellectual Property owned solely by LONZA that LONZA incorporates into the Manufacturing Process or that is necessary to the practice of the Manufacturing Process or that [ ]* for the sole and limited purpose of manufacturing Drug Substance and making, having made, using, practicing, offering to sell, selling, importing, exporting and otherwise commercially exploiting Products.
(c) Should PROTEON, after expiration or termination of this Agreement and any and all other agreements that the Parties or their respective Affiliates, successors or assigns enter into for the provision of development or manufacturing services concerning the API, wish to continue to use LONZA Intellectual Property licensed to it under Section 12.2(b) for purposes of having a Third Party contract manufacturer supply it with Drug Substance, then PROTEON shall notify LONZA of its decision and shall pay LONZA the one-time fee agreed upon by the Parties pursuant to Section 12.2(a)(iii).
OWNERSHIP OF INTELLECTUAL PROPERTY,
MATERIALS AND EQUIPMENT
13.1 Intellectual Property. (a) Neither Party will, as a result of this Agreement, acquire any right, title, or interest in any Intellectual Property (including any Confidential Information) of the other Party except as expressly stated under Article 12 or this Article 13.
(b) Project Intellectual Property that relates exclusively to (i) the PROTEON Intellectual Property or (ii) the API, the Drug Substance, the Product, including the development, formulation or manufacture of the API, the Drug Substance or the Product; shall, regardless of inventorship, become the sole property of PROTEON.
(c) Project Intellectual Property that relates exclusively to (i) the LONZA Intellectual Property or (ii) the development, formulation or manufacture of biopharmaceutical products generally, but is not useful to the development, formulation or manufacture of the API, the Drug Substance or the Product, shall, regardless of inventorship, become the sole property of LONZA; provided, that LONZA shall only use such Project Intellectual Property with respect to products that are not elastase products (i.e., any proteinase that possesses the ability to solubilize elastin).
(d) Project Intellectual Property not covered by Section 13.1(b) or Section 13.1(c) shall, regardless of inventorship, be owned jointly by LONZA and PROTEON and will be considered Confidential Information of both Parties; provided, that each Party shall have the right to exploit and license any such jointly owned Intellectual Property without the prior consent of the other Party and without any duty to account to the other Party; provided that (i) PROTEON shall only
* CONFIDENTIAL TREATMENT REQUESTED. OMITTED PORTIONS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.