Background IP. Each Party shall own and retain all right, title, and interest in and to all Background Intellectual Property Controlled by such Party. For clarity, [[GlycoMimetics:Organization]]’ Background Intellectual Property excludes [[GlycoMimetics:Organization]] Technology, [[GlycoMimetics:Organization]] Inventions, and Joint Inventions, and Apollomics’ Background Intellectual Property excludes Apollomics Inventions and Joint Inventions.

Background Intellectual Property. Neither Party will, as a result of this Agreement, acquire any right, title, or interest in any Intellectual Property that the other party owned or controlled as of the Effective Date of this Agreement, or that the other Party obtains ownership or control of separate and apart from the performance of this Agreement (each party’s “Pre-Existing Intellectual Property”). The licenses and assignments granted in the Intercompany IP Agreement shall be deemed Pre-Existing Intellectual Property.

Background Intellectual Property. Each Party’s Intellectual Property, which is owned by or licensed to that Party prior to the Effective Date of this Agreement or which is not invented, discovered, generated or derived under or in connection with this Agreement (“Background Intellectual Property”) is and shall remain owned by or licensed to that Party. Except as expressly stated herein, nothing in this Agreement shall constitute or grant any implied license or ownership in proprietary rights or permission to file any patent, copyright or any other Intellectual Property rights to either Party under the other Party’s Background Intellectual Property.

Background Intellectual Property. Except as expressly otherwise provided herein, neither Party will, as a result of this Agreement, acquire any right, title, and/or interest in any Background Intellectual Property of the other Party.

Novartis Other Background Intellectual Property. Novartis hereby grants to Intellia and its Affiliates a worldwide, non-exclusive, fully paid and royalty-free license to Practice the Novartis Other Background Intellectual Property to research, Develop, and Commercialize CRISPR-based and/or other Genome Editing-based human therapeutic, prophylactic, and/or palliative products (or components thereof) by or on behalf of Intellia or its Affiliates. Subject to [Section 5.3.4] and [Section 2.6], Intellia and its Affiliates will have the right to sublicense the license granted under this [Section 5.3.6] ​ to Third Party vendors, service providers, and collaborators, solely for Practice in connection with the research, Development, and Commercialization of such human therapeutic, prophylactic, and/or palliative CRISPR-based and/or other Genome Editing-based products with (e.g., collaborations) or on behalf of Intellia or its Affiliates. Novartis will have the right to terminate rights to ​, upon written notice to Intellia in the event that Intellia or any of its Affiliates ​ (an “Intellia Other Patent Challenge”).

Background Intellectual Property. Each Party acknowledges and agrees that the other Party Controls certain Background Intellectual Property that relates to that Party’s business or operations. Each Party further acknowledges and agrees that Background Intellectual Property Controlled by the other Party shall, as between the Parties, remain the exclusive property of the other Party.

Background Intellectual Property. Except as expressly otherwise provided herein, neither Party will, as a result of this Agreement, acquire any right, title, and/or interest in any Background Intellectual Property of the other Party.

Ownership of Background Intellectual Property. As between the Parties, each Party will retain all right, title and interest in and to any and all of its own Background Intellectual Property. “Background Intellectual Property” means patents, know-how, trade secrets, ideas, inventions or any other form of intellectual property and proprietary rights of any and every kind and nature, no matter how designated, and including all registrations, applications, renewals and extensions thereof owned, licensed or otherwise controlled by a Party prior to the Effective Date or that are conceived, developed, licensed or otherwise brought under the control of a Party outside the Collaboration Project. Background Intellectual Property shall include the “[[GammaTile LLC:Organization]] LLC Background IP” and the “[[IsoRay:Organization]] Background IP”, which is described in Exhibit E and incorporated herein.

Intellectual Property. Set forth on [Schedule 5.19(b)], as of the Closing Date, is a list of all Intellectual Property registered with either the United States Copyright Office or the United States Patent and Trademark Office (including all applications for registration and issuance owned by each of the Loan Parties (including the name/title, current owner, registration or application number, and registration or application date)).

Background Intellectual Property. It is acknowledged that each Party owns or controls Background IP. Any Intellectual Property relating to the Reference Standards, Client Technology, Client Materials, Cell Line, and Product owned and/or controlled by Client as of the date of provision of such Reference Standards, Client Technology, Client Materials, Cell Line and Product by Client to SBL pursuant to Section 5.1, shall be deemed to be included in the Background IP of Client. Client hereby grants SBL a royalty-free, non-transferable, revocable, non-sublicensable, fully-paid-up right and license to use such Intellectual Property relating to such Reference Standards and Client Background IP during the Term for the sole purposes of Manufacturing of the Product or Services in accordance with this MSA and the applicable PSA. SBL shall not use any of the foregoing outside the scope of such limited license granted by Client to SBL.