Background IP. All Graphite information, Graphite Materials, Graphite Know-How, and Graphite Intellectual Property Rights provided to WuXi ATU by and/or on behalf of Graphite in connection with this Agreement, in any form whatsoever shall remain the sole and exclusive property of Graphite (the “Graphite Property”). WuXi ATU shall not acquire any right, title or interest in the Graphite Property as a result of its performance of the Services. Any and all intellectual property and information, including WuXi ATU Intellectual Property Rights, WuXi ATU Confidential Information, and WuXi ATU Know-How whether tangible or intangible, which was in WuXi ATU's possession prior to the Effective Date or which is later generated or acquired by WuXi ATU outside the scope of the Services or other activities under this Agreement (collectively, the “WuXi ATU Property”), shall be the sole and exclusive property of WuXi ATU.

WuXi ATU Confidential Information. Graphite acknowledges that Graphite shall not at any time have any right, title, license or interest in or to WuXi ATU Confidential Information the WuXi ATU Intellectual Property Rights or any other intellectual property rights relating to the Services which are vested in WuXi ATU or to which WuXi ATU is otherwise entitled.

Graphite Confidential Information. WuXi ATU acknowledges that save as provided herein WuXi ATU shall not at any time have any right, title, license or interest in or to the Graphite Confidential Information, Graphite Patent Rights, Graphite Know-How, or any other intellectual property rights vested in Graphite or to which Graphite is entitled.

Graphite has the right to supply the Graphite Materials and the Graphite Information to WuXi ATU and the necessary rights to license or permit WuXi ATU to use the same for the purpose of the Services; and Graphite shall not do or cause anything to be done which would adversely affect their ownership or entitlement to use the same for those purposes.

Graphite hereby grants WuXi ATU the non-exclusive right to use the Graphite Materials, the Graphite Know-How and the Graphite Information for the purpose of the Agreement.