Background IP. Except as expressly set forth herein, as between the Parties, each Party is and shall remain the owner of all of its Background IP that it owns as of the Effective Date or that it develops or acquires thereafter pursuant to activities independent of this Agreement.

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.

Background IP. As between the Parties, ​ shall have exclusive ownership of ​’s Background IP, and ​ shall have exclusive ownership of ​’s Background IP.

Regeneron Background Improvements IP. Regeneron shall solely own all right, title and interest in and to any and all Regeneron Background Improvements IP arising under this Agreement, including any Patent Rights with respect thereto and the right to pursue the same. CytomX hereby assigns to Regeneron all right, title and interest in and to any such Regeneron Background Improvements IP; provided, that if such assignment is prohibited by applicable Law, then CytomX shall grant, and hereby does grant, to Regeneron, a perpetual, irrevocable, exclusive (even as to CytomX), worldwide, royalty-free, fully paid-up license, with the right to grant sublicenses through multiple tiers, under such Regeneron Background Improvement IP. CytomX will cooperate with Regeneron to execute any agreements, instruments and documents as may be reasonably required to perfect Regeneron’s right, title and interest in and to such Regeneron Background Improvements IP.

“Customer IP” means Customer Background IP, Customer Foreground IP, and Customer Payload Configuration IP.

Except under the limited warranty in [Section 9.1] and subject to [Section 9.4], no Party accepts any responsibility for any use which may be made by the other Party of any Background IP or Arising IP, nor for any reliance which may be placed by the other Party on any Background IP or Arising IP, nor for advice or information given in connection with any Background IP or Arising IP.

Background. Pennypacker acknowledges that during the course of his employment for [[Organization A:Organization]], he was provided access to and was permitted to use confidential information (as defined in [subparagraph 10.b]. below) and / or trade secrets, which could be used by him in the future to gain an unfair competitive advantage if he did not comply with the provisions in this paragraph. Therefore, he agrees to the confidentiality, non-solicitation, non-compete, and non-interference obligations in [subparagraphs 10.b]. thru 10.e., which shall apply during the twenty-four (24)-month period following the Separation Date:

Background. The Background statements set forth above are true and correct and are incorporated into this Agreement.

Background. This Plan document is an amendment and restatement of the “Target Corporation Officer Income Continuance Policy Statement, As Amended and Restated April 3, 2016,” generally known as the “Officer ICP.” The Plan has been operated in compliance with Code Section 409A since January 1, 2005. Effective January 1, 2009, the Plan was amended to comply with Code Section 409A with respect to all amounts payable from the Plan that are considered nonqualified deferred compensation.

the Development, distribution, marketing, promotion or sale of Products or the use of the Background Knowledge or the Licensed IP by GSK Indemnified Party.

As between the Parties, SGI has the first right, but not the obligation, to defend against a declaratory judgment action or other action challenging any SGI Background Patent or Patent within the SGI Program IP, other than with respect to any defense of any SGI Background Patent or Patent within the SGI Program IP subject to # any counter-claims in any enforcement action, or # any action by a Third Party in response to an enforcement action brought by Unum pursuant to Section 12.6(b), which clause (A) or (B) defense will be controlled by Unum. If SGI does not take steps to defend within a commercially reasonable time, Unum has the right (but not the obligation) to defend any Patent within the SGI Program IP (but not any SGI Background Patent, except as provided above). Unum will not have any step-in right with respect to any such action regarding any SGI Background Patent, except as provided above.

For the avoidance of doubt, to the extent that the above license in [Article 14.1.5] to Contractor Licensed IP includes Contractor Background IP incorporated into a Deliverable Item, such license shall not imply Delivery of other items and/or tools in addition to the Deliverable Item itself.

“Contractor Foreground IP” means, excluding any Customer Background IP, # any Intellectual Property developed, conceived, or created solely by or on behalf of the Contractor in the performance of this Contract that covers items set forth in any Statement of Work or within the scope of the Space Segment or the Satellite Control Center and # any and all modifications, enhancements, changes, updates, and new versions of Contractor Background IP made by or for Contractor, by itself or jointly with others, in the performance of this Contract; provided that, any new Intellectual Property that is created or developed by or for Contractor for Customer under a Statement of Work pursuant to Customer’s specifications related to satellite payload configurations, systems, and interfaces and data related thereto (“Customer Payload Configuration IP”) shall not be included in Contractor Foreground IP, but instead shall be included in Customer Foreground IP.

#​ grant to ​. Subject to the terms of the Agreement, ​ hereby grants to ​ a royalty-free, non-exclusive, nontransferable, non-sub licensable (except as expressly provided herein), irrevocable, worldwide license under Project IP and ​ Background IP used in the development of the ​ Product to:

GSK shall have the first right, but not the obligation, at its own cost to commence proceedings for infringement or misappropriation of any of the Background IP by a third party.

IP Contracts. [Schedule 2.19(c)] of the Company Schedules lists each Company Contract # under which the Company or any of its Subsidiaries uses or licenses Intellectual Property Rights that any third-party owns, other than off-the-shelf software (the “Inbound IP Contracts”) and # under which the Company or any Subsidiary has granted to any Person any right or interest in any Company Intellectual Property, including settlement agreements and covenants not to sue (the “Outbound IP Contracts”, and together with the Inbound IP Contracts, the “IP Contracts”). Except as set forth in [Schedule 2.19(c)] of the Company Schedules, neither the Company nor any Subsidiary is (and with the passage of time, the giving of notice or both, will be) required or

Company IP. Except as set forth on [Schedule 2.19(d)] of the Company Schedules, the Company Intellectual Property includes all of the Intellectual Property Rights used by the Company and each Subsidiary to conduct its business and, to the Company’s knowledge, includes all of the Intellectual Property Rights used by the Company or any Subsidiary to conduct its business in the manner proposed to be conducted (including the research, manufacturing, licensing, marketing, importation, sale, offer for sale or use and future research, manufacturing, licensing, marketing, importation, sale, offer for sale or use, of any Company Product in development). Except as set forth on [Schedule 2.19(d)] of the Company Schedules, the Company or a Subsidiary # is the sole and exclusive owner of all right, title and interest in and to or # has valid, exclusive and continuing rights to develop, manufacture, license, sublicense, market, import, sell, offer or use as the case may be, the Company Intellectual Property, in each case, free and clear of all Liens (other than Permitted Liens). No Company Intellectual Property is subject to # any judicial or administrative action, suit, litigation, arbitration, proceeding, Company Contract, or order of a Governmental Entity that restricts the use, transfer or licensing thereof by the Company or its Subsidiaries (other than restrictions contained in the IP Contracts disclosed in [Schedule 2.19(c)] of the Company Schedules), or # which may affect the validity, use or enforceability of such Company Intellectual Property.

Registered IP. Part ​(b) of the Disclosure Schedule identifies as of the date of this Agreement: # each item of Registered IP; # the jurisdiction in which such item of Registered IP has been registered or filed and the applicable registration or serial number; and # any Person, other than the Seller

Each Party shall give the other Party immediate notice of any infringement of any Background IP by a third party which, subject to any obligation of confidentiality owed to a third party, comes to that Party’s attention during the Term of this Agreement.