Common use of Background IP Clause in Contracts

Background IP. The Parties agree that nothing in this Agreement will affect ownership of any Background IP that a Party makes available for the Project. The Parties each grant to the other Parties: a worldwide, royalty free, non-exclusive licence (including the right to grant sub-licences) to exercise its Background IP during the Term solely to the extent required for the purpose of performing the Project; and in respect of any of its Background IP which is incorporated into any material developed in the course of or in connection with the Project, a worldwide, royalty free, non-exclusive, irrevocable, perpetual licence (including the right to grant sub-licences) to exercise the Intellectual Property rights in that Background IP to the extent it is incorporated into the material and only to the extent that the Party is granted Intellectual Property Rights in respect of that material under this Agreement. If a Party notifies the other Parties that any encumbrances or prior licences apply to particular Background IP at the time that Background IP is made available for the purpose of performing the Project or as specified in Schedule 1, then the licence contemplated by clause 5.2 is limited with respect to that Background IP to the extent of that encumbrance or prior licence. Subject to clause 5.3, each Party that grants to the other Parties rights under clause 5.2, warrants, as a fundamental term of this Agreement as at the date of this Agreement and on an ongoing basis, that: it is authorised to grant the rights in this clause; and the use of the Background IP as permitted by this Agreement will not infringe the Intellectual Property Rights or Moral Rights of any person. Each Party must: take all reasonably necessary steps to protect, maintain and, to the extent reasonably required, enforce Background IP made available for the purpose of carrying out the Project; give the relevant other Party prompt notice of any infringement of Background IP that comes to that Party’s attention; and give the relevant other Party all assistance which is reasonably required by the other Party to protect Background IP of the other Party at the other Party’s cost. Project IP Project IP shall vest immediately upon its creation in the Project IP Owner.

Background IP. The Parties agree that 8.1 Except as otherwise stated herein, each Party shall retain all right, title and interest in its respective Background IP, including the right to license and assign its rights therein. Except as expressly granted in this Agreement, including Sections 8.2, 8.3, and 8.4, nothing in this Agreement will affect ownership of shall give either Party any Background IP that a Party makes available for the Project. The Parties each grant rights, by license or otherwise, expressly, impliedly or otherwise, to the other Parties: Party’s Background IP, nor shall the sale, lease or other disposal by either Party of any products or processes covered by GLOBALFOUNDRIES IP, Everspin IP, and/or JOINT IP be construed as granting to the purchaser of such processes or products any license, express or implied, under any patents of either Party other than those included in GLOBALFOUNDRIES IP, Everspin IP, and/or JOINT IP. Other than the rights and licenses explicitly granted in this Agreement, each Party reserves all rights to its intellectual property and products. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Joint Development Agreement Everspin/GLOBALFOUNDRIES CONFIDENTIAL Between Everspin and GLOBALFOUNDRIES 8.2 With respect to Background IP, each Party grants to the other Party, during the term of this Agreement, a worldwideworld-wide, royalty royalty-free, non-exclusive licence (including exclusive, non-transferable, limited license, without the right to grant sub-licences) to exercise its sublicense, under such Party’s Background IP during the Term solely to the extent required for the purpose of performing other Party to perform the Project; and in Joint Development Work allocated to it under an SOW. 8.3 With respect of any of its to Background IP, which Background IP is owned or controlled by Everspin and which is incorporated into any material Background IP pertains to the STT-MRAM technologies, including without limitation the semiconductor process enablement information to be developed and/or furnished in the course of or performing the Joint Development Work under this Agreement, subject to GLOBALFOUNDRIES compliance with its payment obligations set forth in connection with the ProjectSection 17, Everspin hereby grants and will grant and will cause to be granted a worldwide, royalty freeworld-wide, non-exclusive, irrevocablenon-transferable, perpetual licence perpetual, irrevocable license to GLOBALFOUNDRIES under such Background IP as needed for GLOBALFOUNDRIES to practice the Foreground IP to (including i) design, develop, manufacture, use, sell, offer to sell, lease, import and otherwise dispose of Discrete STT-MRAM Devices for only Everspin, Everspin customers and licensees of Everspin, and (ii) design, have designed by GLOBALFOUNDRIES Sublicensees, develop, have developed by GLOBALFOUNDRIES Sublicensees, manufacture, use, sell, offer to sell, lease, import and otherwise dispose of Embedded STT-MRAM Devices that utilize Design Information, and (iii) design, develop and manufacture, but not sell or resell, non-production qualified wafers that utilize the right Project Results. For purposes of clarification, nothing herein is intended, nor shall be construed, to grant sub-licences) be a license for GLOBALFOUNDRIES, a third party, or GLOBALFOUNDRIES with a third party, to exercise the Intellectual Property rights in that use Everspin Background IP to design, develop, test, manufacture, use, sell, offer to sell, lease, import and/or otherwise dispose of products that are competitive with (a) Discrete STT-MRAM Devices of Everspin, Everspin customers or Everspin licensees, and/or (b) Royalty Wafers. Upon GLOBALFOUNDRIES’ request, Everspin agrees to negotiate in good faith a fee-bearing and/or royalty-bearing (to be agreed upon by the extent it Parties) license to use the Everspin Background IP to design, develop, test, manufacture, use, sell, offer to sell, lease, import and/or otherwise dispose of semiconductor products (other than as provided for STT-MRAM Devices described in (i), (ii) and (iii) above) that utilize the Project Results; provided such use is incorporated into not with a competitive product. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the material Securities and only Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. Joint Development Agreement Everspin/GLOBALFOUNDRIES CONFIDENTIAL Between Everspin and GLOBALFOUNDRIES 8.4 With respect to Background IP, which Background IP is owned or controlled by GLOBALFOUNDRIES and which Background IP pertains to the extent that STT-MRAM technologies to be developed and/or furnished in the Party is granted Intellectual Property Rights in respect course of that material performing the Joint Development Work under this Agreement. If , GLOBALFOUNDRIES hereby grants and will grant and will cause to be granted a Party notifies the other Parties that any encumbrances or prior licences apply world-wide, non-exclusive, non-transferable, royalty-free, perpetual license to particular Background IP at the time that Background IP is made available for the purpose of performing the Project or as specified in Schedule 1, then the licence contemplated by clause 5.2 is limited with respect to that Background IP to the extent of that encumbrance or prior licence. Subject to clause 5.3, each Party that grants to the other Parties rights Everspin under clause 5.2, warrants, as a fundamental term of this Agreement as at the date of this Agreement and on an ongoing basis, that: it is authorised to grant the rights in this clause; and the use of the such Background IP as permitted needed for Everspin to design, have designed by this Agreement will not infringe the Intellectual Property Rights or Moral Rights of any person. Each Party must: take all reasonably necessary steps to protectEverspin Sublicensees, maintain anddevelop, to the extent reasonably required, enforce Background IP made available have developed by Everspin Sublicensees and test STT-MRAM Devices for the purpose of carrying out the Project; give the relevant other Party prompt notice of any infringement of Background IP that comes to that Party’s attention; and give the relevant other Party all assistance which is reasonably required by the other Party to protect Background IP of the other Party manufacture solely at the other Party’s cost. Project IP Project IP shall vest immediately upon its creation in the Project IP OwnerGLOBALFOUNDRIES.

Background IP. 5.1 The Parties agree that nothing in this Agreement will affect ownership of any Background IP that a Party makes available for the Project. . 5.2 The Parties each grant to the other Parties: Parties:‌ (a) a worldwide, royalty free, non-exclusive licence (including the right to grant sub-licences) to exercise its Background IP during the Term solely to the extent required for the purpose of performing the Project; and and (b) in respect of any of its Background IP which is incorporated into any material developed in the course of or in connection with the Project, a worldwide, royalty free, non-exclusive, irrevocable, perpetual licence (including the right to grant sub-licences) to exercise the Intellectual Property rights in that Background IP to the extent it is incorporated into the material and only to the extent that the Party is granted Intellectual Property Rights in respect of that material under this Agreement. . 5.3 If a Party notifies the other Parties that any encumbrances or prior licences apply to particular Background IP at the time that Background IP is made available for the purpose of performing the Project or as specified in Schedule 1, then the licence contemplated by clause 5.2 is limited with respect to that Background IP to the extent of that encumbrance or prior licence. licence.‌ 5.4 Subject to clause 5.3, each Party that grants to the other Parties rights under clause 5.2, warrants, as a fundamental term of this Agreement as at the date of this Agreement and on an ongoing basis, that: : (a) it is authorised to grant the rights in this clause; and and (b) the use of the Background IP as permitted by this Agreement will not infringe the Intellectual Property Rights or Moral Rights of any person. . 5.5 Each Party must: : (a) take all reasonably necessary steps to protect, maintain and, to the extent reasonably required, enforce Background IP made available for the purpose of carrying out the Project; ; (b) give the relevant other Party prompt notice of any infringement of Background IP that comes to that Party’s attention; and and (c) give the relevant other Party all assistance which is reasonably required by the other Party to protect Background IP of the other Party at the other Party’s cost. Project IP Project IP shall vest immediately upon its creation in the Project IP Owner.

Background IP. The Parties agree that nothing Each Party retains all rights, title and interest in and to, including any and all intellectual property rights, its Material and Information or potential rights, such as issued patents, patent applications or invention disclosures, which exist prior to execution of this Agreement will affect ownership (“Background IP”) or developed independent of any Background IP that a this Agreement without use of the Material and/or Information (“Party makes available for the ProjectIP”). The Parties each grant Each Party hereby grants to the other Parties: Party a non-exclusive, fully paid, worldwide, royalty free, non-exclusive licence (including the right transferable, limited license to grant sub-licences) to exercise its use Background IP during (and shall obtain the Term solely same license/consent as required from any third-party from whom the Party derives rights to the extent required such rights are licensed to a Party as of the Effective Date) solely for the Co-Development Project. Neither Party obtains rights to the other Party’s Background IP under this Agreement except for the purpose of performing conducting the Co-Development Project; and in respect . Co-Development Agreement (CDA) Inventions. Ownership of any of its Background IP invention patentable under U.S. patent law which is incorporated into any material developed conceived or first actually reduced to practice under this Agreement (“CDA Invention”) will follow inventorship in accordance with U.S. patent law, such that inventions made solely by the employees or contractors of one Party shall belong solely to that Party. Any CDA Invention made jointly by employees and/or contractors of the Parties under this Agreement (“Joint CDA Invention”) will be owned jointly by the Parties and the Parties will, by separate agreement or operation of law, require their employee and/or contractor co-inventors to assign their rights in the course of Joint CDA Invention to their employing organization or in connection with the Project, a worldwide, royalty free, non-exclusive, irrevocable, perpetual licence (including the right to grant sub-licences) to exercise the Intellectual Property rights in that Background IP to the extent it is incorporated into the material and only to the extent that the Party that engages such contractors. The Parties acknowledge and agree that any Joint CDA Invention is granted Intellectual Property Rights jointly developed by the Parties and each Party shall have a one-half undivided interest in respect the whole of that material the Joint CDA Invention and shall have full rights of use and ownership of such Joint CDA Invention. Each Party agrees to inform the other Party, in confidence, of any CDA Invention arising under this Agreement. If a Party notifies the other Parties that any encumbrances or prior licences apply to particular Background IP at the time that Background IP is made available for the purpose of performing the Project or as specified in Schedule 1, then the licence contemplated by clause 5.2 is limited with respect to that Background IP to the extent of that encumbrance or prior licence. Subject to clause 5.3, each Party that grants to the other Parties rights under clause 5.2, warrants, as a fundamental term of this Agreement as at the date of this Agreement and on an ongoing basis, that: it is authorised ▇▇▇▇▇▇ agrees to grant the BWV an option for an exclusive commercialization license to their rights to any patent application claiming a CDA Invention made in this clause; whole or in part by an ABVACC employee(s) or contractor(s) that is directly related to and requires the use of BWV’s Material, on the Background IP as permitted by this Agreement will not infringe terms set forth on Annex B hereto. Unless extended in writing, BWV’s license option must be exercised within six (6) months of being informed of the Intellectual Property Rights or Moral Rights of any person. Each Party must: take all reasonably necessary steps to protect, maintain and, to the extent reasonably required, enforce Background IP made available for the purpose of carrying out the Project; give invention disclosure on the relevant other Party prompt CDA Invention(s) by providing written notice of any infringement of Background IP that comes to that Party’s attention; and give the relevant other Party all assistance which is reasonably required by the other Party to protect Background IP of the other Party at the other Party’s cost. Project IP Project IP shall vest immediately upon its creation in the Project IP OwnerBWV.

Background IP. 5.1. The Parties agree that nothing in this Agreement will affect ownership of any Background IP that a Party makes available for the Project. 5.2. The Parties each grant to the other Parties: : (a) a worldwide, royalty free, non-exclusive licence (including the right to grant sub-licences) to exercise its Background IP during the Term solely to the extent required for the purpose of performing the Project; and and (b) in respect of any of its Background IP which is incorporated into any material developed in the course of or in connection with the Project, a worldwide, royalty free, non-exclusive, irrevocable, perpetual licence (including the right to grant sub-licences) to exercise the Intellectual Property rights in that Background IP to the extent it is incorporated into the material and only to the extent that the Party is granted Intellectual Property Rights in respect of that material under this Agreement. 5.3. If a Party notifies the other Parties that any encumbrances or prior licences apply to particular Background IP at the time that Background IP is made available for the purpose of performing the Project or as specified in Schedule 1, then the licence contemplated by clause 5.2 is limited with respect to that Background IP to the extent of that encumbrance or prior licence. 5.4. Subject to clause 5.3, each Party that grants to the other Parties rights under clause 5.2, warrants, as a fundamental term of this Agreement as at the date of this Agreement and on an ongoing basis, that: : (a) it is authorised to grant the rights in this clause; and and (b) the use of the Background IP as permitted by this Agreement will not infringe the Intellectual Property Rights or Moral Rights of any person. 5.5. Each Party must: : (a) take all reasonably necessary steps to protect, maintain and, to the extent reasonably required, enforce Background IP made available for the purpose of carrying out the Project; ; (b) give the relevant other Party prompt notice of any infringement of Background IP that comes to that Party’s attention; and and (c) give the relevant other Party all assistance which is reasonably required by the other Party to protect Background IP of the other Party at the other Party’s cost. Project IP Project IP shall vest immediately upon its creation in the Project IP Owner.

Background IP. The Parties parties acknowledge and agree that nothing in this Agreement will affect that, as between themselves, each party retains ownership of any its Background IP that a Party makes available for the ProjectIP. The Parties each grant to the other Parties: a worldwide, royalty free, non-exclusive licence (including the right to grant sub-licences) to exercise its Background IP during the Term solely to the extent required for the purpose of performing the Project; and in respect Licensee must not Dispose of any of its Background IP which without the Licensor's prior written consent, not to be unreasonably withheld or delayed. Commercialisation IP The parties acknowledge and agree that Commercialisation IP is incorporated into owned by the parties in accordance with their respective Interests. Neither party may Dispose of its Interest in Commercialisation IP without the prior written consent of the other party, not to be unreasonably withheld or delayed. New Developments The Licensee must promptly notify the Licensor of all New Developments, and any material developed in planned New Developments, and disclose to the course Licensor the nature and manner of or in connection with the Project, a worldwide, royalty free, non-exclusive, irrevocable, perpetual licence (including the right to grant sub-licences) to exercise those New Developments and planned New Developments. The parties acknowledge and agree that the Intellectual Property rights Rights subsisting in that Background IP or relating to any New Developments will be owned by them in accordance with their respective Interests, and the Licensee assigns to the extent it is incorporated into Licensor, free from any Security Interests, all such right, title and interest in the material and only Intellectual Property Rights subsisting in or relating to the extent that New Developments, including any future rights, upon creation so as to reflect the Party is granted parties owning such Intellectual Property Rights in respect the same proportion as their Interests. The Licensee agrees to execute all documents and do all things, at its own expense, that the Licensor from time to time reasonably requests to effect or complete assignment of that material under this Agreement. If a Party notifies the other Parties that any encumbrances or prior licences apply to particular Background IP at the time that Background IP is made available for the purpose of performing the Project or as specified in Schedule 1, then the licence contemplated by clause 5.2 is limited with respect to that Background IP to the extent of that encumbrance or prior licence. Subject to clause 5.3, each Party that grants to the other Parties rights under clause 5.2, warrants, as a fundamental term of this Agreement as at the date of this Agreement and on an ongoing basis, that: it is authorised to grant the rights in this clause; and the use of the Background IP as permitted by this Agreement will not infringe the Intellectual Property Rights referred to in clause 8.4(b). The Licensee must promptly assist the Licensor with any patent or Moral other intellectual property registration application the Licensor may decide to make regarding any New Development. The Licensee must not at any time register, attempt to register, or use any Intellectual Property Rights subsisting in or relating to a New Development, without the Licensor's prior written consent, such consent not to be unreasonably withheld. The Licensee must not do or cause to be done anything which may in any way jeopardise or adversely affect the ownership by the Licensor of the Intellectual Property Rights subsisting in or relating to any personNew Developments. Patents Each Party must: take all reasonably necessary steps to protect, maintain and, party must contribute to the extent reasonably requiredcosts of filing, enforce Background IP made available for prosecuting and maintaining the purpose of carrying out the Project; give the relevant other Party prompt notice of any infringement of Background IP that comes Patents (if any) relating to that Party’s attention; and give the relevant other Party all assistance which is reasonably required by the other Party to protect Background IP of the other Party at the other Party’s cost. Project IP Project IP shall vest immediately upon its creation a Product in the Project IP Ownerproportions specified in the Product Schedule for that Product.

Background IP. The Parties agree that nothing in this Agreement will affect ownership of any Background IP that a Party makes available for the Project. The Parties each grant to the other Parties: a worldwide, royalty free, non-exclusive licence (including the right to grant sub-licences) to exercise its Background IP during the Term solely to the extent required for the purpose of performing the Project; and in respect of any of its Background IP which is incorporated into any material developed in the course of or in connection with the Project, a worldwide, royalty free, non-exclusive, irrevocable, perpetual licence (including the right to grant sub-licences) to exercise the Intellectual Property rights in that Background IP to the extent it is incorporated into the material and only to the extent that the Party is granted Intellectual Property Rights in respect of that material under this Agreement. If a Party notifies the other Parties that any encumbrances or prior licences apply to particular Background IP at the time that Background IP is made available for the purpose of performing the Project or as specified in Schedule 1, then the licence contemplated by clause 5.2 is limited with respect to that Background IP to the extent of that encumbrance or prior licence. Subject to clause 5.3, each Party that grants to the other Parties rights under clause 5.2, warrants, as a fundamental term of this Agreement as at the date of this Agreement and on an ongoing basis, that: it is authorised to grant the rights in this clause; and the use of the Background IP as permitted by this Agreement will not infringe the Intellectual Property Rights or Moral Rights of any person. Each Party must: take all reasonably necessary steps to protect, maintain and, to the extent reasonably required, enforce Background IP made available for the purpose of carrying out the Project; give the relevant other Party prompt notice of any infringement of Background IP that comes to that Party’s attention; and give the relevant other Party all assistance which is reasonably required by the other Party to protect Background IP of the other Party at the other Party’s cost. Project IP Project IP shall vest immediately upon its creation in the Project IP Owner. Each Party hereby assigns to the Project IP Owner all its right, title and interest in and to the Project IP (whether in existence now or created in the future) and agrees to do all things reasonably necessary to give effect to such ownership under clause 6.1 and assignment under this clause 6.2. The Project IP Owner hereby grants each Party a worldwide, non-exclusive, fee-free and royalty- free licence to use the Project IP for the: purpose of carrying out the Project; and each Party’s own Internal Purposes, subject to the requirements in clause 8. Each Party must provide to each other Party written notice setting out a description of any Project IP or Improvement to another Party’s Background IP that could be reasonably expected to have commercial potential as soon as practicable after such Project IP or Improvement arises. As soon as possible after receiving notice under clause 6.4, the Parties will negotiate in good faith an agreement allowing for commercial use of the relevant Project IP or Improvement, including: (if applicable) ownership and protection of Project IP or Improvement; identification of the Party who will lead Commercialisation and protection of Project IP, including who will bear costs and expenses (including patent attorney fees); payment to the non-lead Party or Parties a share of any Commercialisation benefits received. In reaching agreement under clause 6.5 the Parties shall take into account each Party’s contribution to the creation of the relevant Project IP, including know-how, inventorship and Clinical Contributions. In default of agreement on each Party's Contributions, this will be finally determined by an independent expert in accordance with, and subject to, Resolution Institute Expert Determination Rules and unless the Parties agree upon an expert, any Party may request a nomination from the Chair of Resolution Institute. Publication and publicity If a Party (Publishing Party) wishes to make a disclosure of Confidential Information, Material, Project IP or another Party’s Background IP by means of a Publication, the Publishing Party must first obtain the unanimous consent of the other Parties (Reviewing Party), which may not be unreasonably withheld or delayed. The Publishing Party must submit a draft version of the proposed Publication to each Reviewing Party at least thirty days prior to the date upon which it is intended the draft be submitted for Publication. Each Reviewing Party must respond within fourteen days of receiving a request contemplated by clause 7.2 by: providing consent to the Publication; requesting removal from or anonymity in the Publication; providing consent to the Publication subject to that Party’s Confidential Information being removed from the draft; or requesting a delay of no greater than 3 months in disclosure of the Publication so as not to prejudice protection of Intellectual Property or Commercialisation of Project IP. Any person, including an Investigator or Student, who is named as an author or co-author on a Publication must also be given a reasonable opportunity to review the final Publication in the form intended to be submitted for publication and may request the removal of their name from the Publication. If the Publishing Party has not received a response from a Reviewing Party within fourteen days it will be entitled to assume consent has been granted by that Reviewing Party to publish the draft in the form in which it was submitted for review. If a Reviewing Party responds as contemplated by clauses 7.3(c) or 7.3(d), that Reviewing Party must provide notice of reasons to justify not providing unconditional consent. The Parties agree to negotiate in good faith in relation to any reasonable objections or requested amendments from a Reviewing Party to any Publication. Each Party will acknowledge the contribution of the other Parties in Publications in the form agreed between the Parties and in accordance with the version of the Australian Code for the Responsible Conduct of Research current as at the date of notice under clause 7.2. In relation to any public announcement about the Project, a Party agrees to obtain prior written approval of the other Parties as to the form and manner of such public announcement. Each Party agrees it will not use the name, logo or other branding of another Party in any public announcement or Publication concerning the Project, without the prior written consent of that other Party.

Background IP. The Parties agree that 8.1 Except as otherwise stated herein, each Party shall retain all right, title and interest in its respective Background IP, including the right to license and assign its rights therein. Except as expressly granted in this Agreement, including Sections 8.2, 8.3, and 8.4, nothing in this Agreement will affect ownership of shall give either Party any Background IP that a Party makes available for the Project. The Parties each grant rights, by license or otherwise, expressly, impliedly or otherwise, to the other Parties: Party’s Background IP, nor shall the sale, lease or other disposal by either Party of any products or processes covered by GLOBALFOUNDRIES IP, Everspin IP, and/or JOINT IP be construed as granting to the purchaser of such processes or products any license, express or implied, under any patents of either Party other than those included in GLOBALFOUNDRIES IP, Everspin IP, and/or JOINT IP. Other than the rights and licenses explicitly granted in this Agreement, each Party reserves all rights to its intellectual property and products. Joint Development Agreement Everspin/GLOBALFOUNDRIES CONFIDENTIAL Between Everspin and GLOBALFOUNDRIES ​ ​ 8.2 With respect to Background IP, each Party grants to the other Party, during the term of this Agreement, a worldwideworld-wide, royalty royalty-free, non-exclusive licence (including exclusive, non-transferable, limited license, without the right to grant sub-licences) to exercise its sublicense, under such Party’s Background IP during the Term solely to the extent required for the purpose of performing other Party to perform the Project; and in Joint Development Work allocated to it under an SOW. 8.3 With respect of any of its to Background IP, which Background IP is owned or controlled by Everspin and which is incorporated into any material Background IP pertains to the STT-MRAM technologies, including without limitation the semiconductor process enablement information to be developed and/or furnished in the course of or performing the Joint Development Work under this Agreement, subject to GLOBALFOUNDRIES compliance with its payment obligations set forth in connection with the ProjectSection 17, Everspin hereby grants and will grant and will cause to be granted a worldwide, royalty freeworld-wide, non-exclusive, irrevocablenon-transferable, perpetual licence perpetual, irrevocable license to GLOBALFOUNDRIES under such Background IP as needed for GLOBALFOUNDRIES to practice the Foreground IP to (including i) design, develop, manufacture, use, sell, offer to sell, lease, import and otherwise dispose of Discrete STT-MRAM Devices for only Everspin, Everspin customers and licensees of Everspin, and (ii) design, have designed by GLOBALFOUNDRIES Sublicensees, develop, have developed by GLOBALFOUNDRIES Sublicensees, manufacture, use, sell, offer to sell, lease, import and otherwise dispose of Embedded STT-MRAM Devices that utilize Design Information, and (iii) design, develop and manufacture, but not sell or resell, non-production qualified wafers that utilize the right Project Results. For purposes of clarification, nothing herein is intended, nor shall be construed, to grant sub-licences) be a license for GLOBALFOUNDRIES, a third party, or GLOBALFOUNDRIES with a third party, to exercise the Intellectual Property rights in that use Everspin Background IP to design, develop, test, manufacture, use, sell, offer to sell, lease, import and/or otherwise dispose of products that are competitive with (a) Discrete STT-MRAM Devices of Everspin, Everspin customers or Everspin licensees, and/or (b) Royalty Wafers. Upon GLOBALFOUNDRIES’ request, ▇▇▇▇▇▇▇▇ agrees to negotiate in good faith a fee-bearing and/or royalty-bearing (to be agreed upon by the extent it Parties) license to use the Everspin Background IP to design, develop, test, manufacture, use, sell, offer to sell, lease, import and/or otherwise dispose of semiconductor products (other than as provided for STT-MRAM Devices described in (i), (ii) and (iii) above) that utilize the Project Results; provided such use is incorporated into the material not with a competitive product. Joint Development Agreement Everspin/GLOBALFOUNDRIES CONFIDENTIAL Between Everspin and only GLOBALFOUNDRIES ​ ​ 8.4 With respect to Background IP, which Background IP is owned or controlled by GLOBALFOUNDRIES and which Background IP pertains to the extent that STT-MRAM technologies to be developed and/or furnished in the Party is granted Intellectual Property Rights in respect course of that material performing the Joint Development Work under this Agreement. If , GLOBALFOUNDRIES hereby grants and will grant and will cause to be granted a Party notifies the other Parties that any encumbrances or prior licences apply world-wide, non-exclusive, non-transferable, royalty-free, perpetual license to particular Background IP at the time that Background IP is made available for the purpose of performing the Project or as specified in Schedule 1, then the licence contemplated by clause 5.2 is limited with respect to that Background IP to the extent of that encumbrance or prior licence. Subject to clause 5.3, each Party that grants to the other Parties rights Everspin under clause 5.2, warrants, as a fundamental term of this Agreement as at the date of this Agreement and on an ongoing basis, that: it is authorised to grant the rights in this clause; and the use of the such Background IP as permitted needed for Everspin to design, have designed by this Agreement will not infringe the Intellectual Property Rights or Moral Rights of any person. Each Party must: take all reasonably necessary steps to protectEverspin Sublicensees, maintain anddevelop, to the extent reasonably required, enforce Background IP made available have developed by Everspin Sublicensees and test STT-MRAM Devices for the purpose of carrying out the Project; give the relevant other Party prompt notice of any infringement of Background IP that comes to that Party’s attention; and give the relevant other Party all assistance which is reasonably required by the other Party to protect Background IP of the other Party manufacture solely at the other Party’s cost. Project IP Project IP shall vest immediately upon its creation in the Project IP OwnerGLOBALFOUNDRIES.