Background Technology. Exhibit B hereto lists any and all technology that (i) Consultant intends to use in performing the services hereunder, (ii) is either owned solely by Consultant or licensed to Consultant with a right to sublicense and (iii) is in existence in the form of a writing or working prototype prior to the date of this Agreement ("Background Technology").
Background Technology of a Party means all Intellectual Property that (a) is (i) owned or licensed by such Party and (ii) is in existence in electronic or written form on or prior to the effective date or (b) is developed, acquired, or licensed by such Party after the effective date and relates to the Business of NMHG or Flux ESS respectively.
Background Technology. As used in this Agreement, the term “Background Technology” means all Inventions developed by Contractor other than in the course of providing services to Company hereunder and all Inventions acquired or licensed by Contractor that Contractor uses in performing services under this Agreement or incorporates into Work Product (defined below). Contractor will disclose any Background Technology in the SOW in which Contractor proposes to use or incorporate such Background Technology. If no Background Technology is disclosed in an SOW, Contractor warrants that it will not use Background Technology or incorporate it into Work Product provided pursuant thereto. Notwithstanding the foregoing, Contractor agrees that it will not incorporate into Work Product or otherwise deliver to Company any software code licensed under the GNU GPL or LGPL or any other license that by its terms requires, or conditions the use or distribution of such code on, the disclosure, licensing, or distribution of the Work Product or any source code owned or licensed by the Company.
Background Technology. Except as otherwise set forth herein, each Party shall retain ownership or Control, as the case may be, over its Background Technology. The owner of any patentable Background Technology shall have the right, at its option and expense, to prepare, file and prosecute in its own name any patent applications with respect to such Background Technology and to maintain any patents issued thereon.
Background Technology. All rights and title in and to any and all inventions, discoveries, data, chemical entities, compounds and materials developed or controlled by either Party prior to the Effective Date or during the Term, but not as a result of, in connection with or otherwise related to the Research Plan (collectively, the "Background Technology"), whether or not patentable, shall reside with the owner thereof and, except as otherwise set forth herein, such ownership and rights thereto shall not be affected by the Research Plan or a Party's performance of its obligations hereunder. Each Party grants the other Party a limited right to use its Background Technology solely for the direct performance of the Research during the term of this Agreement. To the extent that Background Technology is not prohibitively encumbered by third parties, either Party shall make Background Technology available to the other Party as needed for the Research Plan.
Background Technology. As between the Parties, (a) BIND will own all right, title and interest in and to the BIND Background Technology, and (b) AstraZeneca will own all right, title and interest in and to the AstraZeneca Background Technology.
Background Technology. BOEHRINGER shall retain all rights, title, interest and ownership in and to BOEHRINGER Background Technology. EVOTEC shall retain all rights, title, interest and ownership in and to EVOTEC Background Technology.
Background Technology. Except for the limited licenses granted under Section 11.2 below, as between the Parties, each Party retains full right, title and interest in and to its respective Background Technology.