UCL Background IP definition

UCL Background IP means excluding Program IP and Manufacturing Know-How, (i) all Know-How listed in Part A of Schedule 3; (ii) excluding that listed in Part A of Schedule 3, all other Know-How (excluding binder domains) developed by MP and/or the MP Laboratory pursuant to or in conjunction with any of the Original Programs (or any combination of, or across any of, the Original Programs) prior to the Effective Date (or in the case of the New Suicide Gene Program, or the ZipCAR Program, respectively prior to the Amendment Date, or in the case of the [***] Program prior to the date of exercise of the [***] Option) to the extent that it is not CGK as of the Effective Date and UCLB Controls the same; (iii) excluding that listed in Part A of Schedule 3, all other Know-How (excluding binder domains) developed by MP and/or the MP Laboratory pursuant to or in conjunction with any of the Additional Programs (or any combination of, or across any of, the Additional Programs) prior to the Amendment Date to the extent that it is not CGK as of the Amendment Date and UCLB Controls the same; (iv) excluding that listed in Part A of Schedule 3, all other Know-How (excluding binder domains) developed by MP and/or the MP Laboratory pursuant to or in conjunction with any of the CAT19 Program prior to the Second Amendment Date to the extent that it is not CGK as of the Second Amendment Date and UCLB Controls the same;

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UCL Background IP means excluding Program IP and Manufacturing Know-How, (i) all Know-How listed in Part A of Schedule 3; (ii) excluding that listed in Part A of Schedule 3, all other Know-How (excluding binder domains) developed by MP and/or the MP Laboratory pursuant to or in conjunction with any of the Original Programs (or any combination of, or across any of, the Original Programs) prior to the Effective Date (or in the case of the New Suicide Gene Program, or the ZipCAR Program, respectively prior to the Amendment Date, or in the case of the [***] Program prior to the date of exercise of the [***] Option) to the extent that it is not CGK as of the Effective Date and UCLB Controls the same; (iii) excluding that listed in Part A of Schedule 3, all other Know-How (excluding binder domains) developed by MP and/or the MP Laboratory pursuant to or in conjunction with any of the Additional Programs (or any combination of, or across any of, the Additional Programs) prior to the Amendment Date to the extent that it is not CGK as of the Amendment Date and UCLB Controls the same; (iv) excluding that listed in Part A of Schedule 3, all other Know-How (excluding binder domains) developed by MP and/or the MP Laboratory pursuant to or in conjunction with any of the CAT19 Program prior to the Second Amendment Date to the extent that it is not CGK as of the Second Amendment Date and UCLB Controls the same; (v) excluding that listed in Part A of Schedule 3, all other Know-How (excluding binder domains) developed by MP and/or the MP Laboratory pursuant to or in conjunction with the CAROUSEL STUDY prior to the Third Amendment Date to the extent that it is not CGK as of the Third Amendment Date and UCLB Controls the same (vi) excluding that listed in Part A of Schedule 3, all other Know-How (excluding binder domains) developed by MP and/or the MP Laboratory pursuant to or in conjunction with the TRBC2 Dx Program on or after the Amendment Date but prior to the Third Amendment Date to the extent that it is not CGK as of the Third Amendment Date and UCLB Controls the same;

UCL Background IP means (i) the Know-How listed in Part A of Schedule 3; and (ii) excluding Program IP, Program Know-How, Manufacturing Know-How, the [**] and Know-How relating to the use of HLP1 Promoter Sequence in connection with any [**] Product, all other Know-How generated by AN and/or the AN Laboratory and/or used by AN and/or the AN Laboratory pursuant to or in conjunction with any of the Programs (or any combination of, or across any of, the Programs) and which is Controlled by UCLB as of the Effective Date, or in relation to the Second Serotype Option Program is Controlled by UCLB at any time during the period from the Effective Date until the date of exercise of the Second Serotype Option, or in relation to the Additional Programs is Controlled by UCLB at any time during the period prior to the Amendment Date; and (iii) any Patent Rights Controlled by UCLB from time to time in respect of any of the Know-How identified under (i) or

Examples of UCL Background IP in a sentence

• For the avoidance of doubt, UCLB and/or UCL (including MP and MP Laboratory) are not precluded under this Clause 4, from using and/or disclosing for any purpose without any restriction, the UCL Background IP and the Background Materials that are subject to the non-exclusive licence granted to Autolus pursuant to Clause 2.1.2 where such use and/or disclosure does not relate to the use of any of the Program IP.

• This Agreement and any variations, amendments or other modifications in relation to this Agreement constitutes the entire agreement between the Parties relating to its subject matter and save for the CDA supersedes all prior agreements and understandings, both written and oral, between the Parties with respect to the Programs, the Program IP, the Manufacturing Know-How and the UCL Background IP.

• For the avoidance of doubt, but subject to Clause 7.7.1, UCLB and/or UCL (including AN and AN laboratory) are not precluded under this Clause 4, from using and/or disclosing for any purpose without any restriction, the UCL Background IP, the Background Materials and Manufacturing Know-How outside of the Exclusive Field.

• Upon the Parties concluding terms for a license to the [***] Program IP as provided for in this Clause 6, UCLB shall procure full disclosure to Autolus of the [***] Program including the [***] Program IP and relevant UCL Background IP used for the same.

• Notwithstanding the above, where the sub-licence relates only to UCL Background IP or Manufacturing Know-How the provisions of Clauses 3.3.1, 3.3.3, and 3.5 shall not apply and such sub-licences shall not terminate on termination of this Agreement.

More Definitions of UCL Background IP

UCL Background IP means (i) the Know-How listed in Part A of Schedule 3; and (ii) excluding Program IP, Program Know-How, Manufacturing Know-How, the [**] and Know-How relating to the use of HLP1 Promoter Sequence in connection with any [**] Product, all other Know-How generated by AN and/or the AN Laboratory and/or used by AN and/or the AN Laboratory pursuant to or in conjunction with any of the Programs (or any combination of, or across any of, the Programs) and which is Controlled by UCLB as of the Effective Date, or in relation to the Second Serotype Option Program is Controlled by UCLB at any time during the period from the Effective Date until the date of exercise of the Second Serotype Option, or in relation to the Additional Programs is Controlled by UCLB at any time during the period prior to the Amendment Date; and (iii) any Patent Rights Controlled by UCLB from time to time in respect of any of the Know-How identified under (i) or (ii) above and/or the Background Materials;