Common use of Background IPR Clause in Contracts

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).