TGA Background IP definition
TGA Background IP means, collectively, (i) any and all Intellectual Property or Know-How that was created, conceived, acquired, owned, or controlled by TGA and/or any Affiliate of TGA prior to the Effective Date of the Agreement, and (ii) any and all Intellectual Property or Know-How that is created, conceived, acquired, owned, or controlled by TGA and/or any Affiliate of TGA, independently from CureVac and CureVac’s Confidential Information, after the Effective Date of the Agreement which is independent of, and not derived from, the Parties’ efforts under this Agreement, excluding Joint Inventions and Joint IP, both (i) and (ii) being reasonably necessary or useful for the development, manufacturing and commercialization of the Deliverables and/or Machine in accordance with this Agreement and/or to practice the Joint IP.