Background IPR Sample Clauses

Background IPR. Each of JBT and Response will own all IPR respectively that was owned by such Party as of the date of execution of the Technology Development Agreement and is thereafter developed by such Party independent of the activities under this Agreement (with respect to each Party, the “Background IPR”). Nothing in this Agreement will be deemed to transfer ownership of any Background IPR of a Party, or, except as expressly set forth below, any other IPR owned or Controlled by a Party.

Background IPR. All Background IPR of a Party introduced or disclosed to the other Party for the purposes of the Collaborative Research shall remain the property of the Party introducing and/or disclosing the same. The Parties agree that the use of such Background IPR shall be limited to performing each Party’s obligations under this Agreement.

Background IPR. Nothing in this Agreement will affect either Party’s ownership of any BioMedica Background IPR or Orchard Background Patents. No licence to use any such rights is granted or implied except as expressly set out in this Agreement.

Background IPR. Each Party is the sole owner of, and shall solely retain, all right, title and interest including, without limitation, any IPR, in and to its respective Background IPR. Other than the licenses specifically set herein, neither Party is granted any right or license with respect to the Background IPR of the other Party.

Background IPR. Except for the limited licenses granted in this Agreement, nothing in this Agreement shall be construed as: (a) granting Nokia any right, title, or interest in or to Developer's Background Works or Developer's Background IPR, or (b) granting Developer any right, title, or interest in or to Nokia's Background Works or Nokia's Background IPR. Each Party's Background Works and Background IPR shall remain vested with such Party. Subject to the terms and conditions of this Agreement, Developer hereby grants Nokia under its Background IPR a [*], with the right to[*], to (a) use, sell, distribute and market Deliverables and Product(s) and combine such items with any other items. For avoidance of doubt, it is agreed that a license to manufacture and have manufactured Product(s) is granted to Nokia only in the situations described in Clause 11.2 below. Subject to the terms and conditions of this Agreement, Nokia hereby grants Developer under Nokia's Background IPR a [*], with the right to[*], to use, reproduce, and modify Nokia's Background Works for the sole purpose of Developer (a) performing its obligations under this Agreement, or (b) supplying Products to Nokia under the Purchase Agreement. Said license shall be effective for the term of this Agreement and the term of the Purchase Agreement (if Nokia elects to purchase Products from Developer under the Purchase Agreement).

Background IPR. Subject to Section 12.2 and 12.3, each Party is and shall remain the sole and exclusive owner of all its Background IPR and this Agreement shall not affect such ownership. Except as expressly stated in this Agreement, no licenses nor any other rights, implied or otherwise, are granted by a Party to the other Party under its Background IPR. For clarity, each Party shall remain the sole and exclusive owner of all Patent Rights, Know-How and other IPR related to a Collaboration Product which the Party owns or otherwise Controls on or before the Effective Date or which is generated by a Party outside of the R&D Program.

Background IPR. 5.1 All Background IPR shall remain solely the property of the party which first submitted or disclosed to the other parties such Background IPR. 5.2 The parties will provide each other at start of the Project, and will subsequently maintain a complete list of any Background IPR that is used in, or of relevance to the Project. 5.3 Each of the parties hereby grants to each of the other parties a perpetual, irrevocable, royalty-free, non-exclusive, worldwide licence to use all Background IPR for the purposes of the Project Research, the Project and the Charitable Objectives. 5.4 Each of the parties hereby grants to LSTM a perpetual, irrevocable, royalty-free, non-exclusive, worldwide licence to use all the Background IPR for the purposes of using and exploiting (in accordance with the Global Access Plan) the Foreground IPR. 5.5 Any and all Foreground IPR shall vest solely in LSTM. LSTM hereby grants to each of the parties a royalty-free non-exclusive worldwide licence to use all the Foreground IPR for the purposes of the Project Research. 5.6 Each party agrees that it shall not without the prior written consent of the other parties and the A-WOL Management Committee: 5.6.1 use Foreground IPR for any purpose unrelated to the Project; nor 5.6.2 do anything in respect of the Foreground IPR which is not in accordance with this Agreement, the applicable Project Agreement and/or the Proposal. 5.7 The creation, development, ownership, reporting, disclosure, protection (including registration), management, commercialisation, exploitation and enforcement of all Foreground IPR and the rights, obligations and responsibilities (including in relation to costs) of the applicable parties and third party partners will be undertaken by LSTM in compliance with the Global Access Plan and (unless otherwise agreed) will reflect the applicable parties’ and third party partners’ respective inputs and contributions towards the creation thereof and, in each case, must be consistent with the Charitable Objectives. 5.8 If any Foreground IPR is created, LSTM shall take appropriate steps to protect it, having regard to the Charitable Objectives as well as any other possible commercial exploitation; such steps may include without limitation, filing patent applications and taking all necessary precautions to maintain the confidentiality of any know-how. Unless otherwise decided by the A-WOL Management Committee, the process of filing, maintaining and defending Foreground IPR shall be perf...

Background IPR. 19.2.1 All Background IPRs as agreed by the Parties are specified in Annex V of the Contract. 19.2.2 If the Contractor, after the signature of this Contract, invokes the existence of any additional Background Intellectual Property to be used for the purposes of this Contract, the Contractor shall provide conclusive evidence to the Agency of the existence of this Background Intellectual Property and shall justify the reasons for which the existence of this Background Intellectual Property was not invoked before the Contract signature. 19.2.3 If conclusive evidence and appropriate justification are provided by the Contractor, the Parties shall formalise a Change updating the List of Pre-Existing Rights (Annex V). 19.2.4 Conversely, if such evidence and justification are not provided, all information delivered shall be deemed as having been generated in the frame of the Contract. 19.2.5 Upon request by the Agency, the Contractor shall provide evidence of ownership of or rights to use all the listed Background IPR and Third Party IPRs except for the rights owned by the Agency. 19.2.6 The Contractor, hereby grants to the European Union and the Agency a non-exclusive, worldwide, perpetual, irrevocable, free-of-charge licence with the right to grant sub- licences for the duration of the respective IPR protection and for the purposes of using the subject-matter of the Background IPR in all manners which are necessary for the purposes of this Contract and to exploits the Solution including in particular, but not limited to, as follows: i. The right to store, reproduce, publish, display, make publicly available, or distribute in tangible or intangible form, on any hardware (virtual or physical) or other medium, offline or online (via private or public networks, by any means, including active- service-providing, software-as-a-service, cloud computing or any other form of remote service) the subject-matter of the Background IPR to the extent that this is necessary for the use of the Foreground IPR within the EU Space Programme and of the space component of Horizon Europe. ii. The right to use the subject-matter of the Background IPR in the frame of virtual or physical systems, databases, data networks, online services, terrestrial and space related activities, including the right to make available the subject-matter of the Background IPR necessary for the use of the Foreground IPR to end-users of databases, data networks, online services, terrestrial and space related...

Background IPR. 1. The Parties agree that all Background IPR shall reside in the Party who has developed, created or acquired the relevant Module Materials. 2. Each Party may provide Background IPR for inclusion in the Module Materials and in this event the providing Party shall grant the other Party a licence to use its Background IPR to the extent set out in clause 16 (Reciprocal Licence Grant).