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

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. 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.

days after its submission to them, then Omega’s Executive Officer shall have the final decision-making authority, unless such matter relates solely to the Nitto Background Technology, Nitto IP or Nitto Material, and not related to the Licensed Product.

the negligence, recklessness or misconduct of CBP or its Affiliates or any employees, officers, consultants or agents of either of the foregoing in connection with the Development of any Product and/or the Background Knowledge or the Licensed IP; or

“Customer Foreground IP” means any Intellectual Property owned, controlled, developed, conceived, or created # by Customer or Customer Parent without the use of any Contractor Owned Background IP, # by or on behalf of the Contractor alone or jointly with Customer or Customer Parent or Affiliates of Customer Parent in connection with the Rivada Constellation that covers items: # set out in the Statement of Work except for those items that are expressly within the scope of the Space Segment or the Satellite Control Center which are addressed in clause (iii) below; or # from Interface Requirements Documents and/or in those items that are interfaces, including interfaces that accommodate communications links, communication protocols and methods to facilitate communications between the Space Segment or Satellite Control Center; or # by Contractor jointly with Customer or Customer Parent or Affiliates of Customer Parent in connection with the Rivada Constellation that are expressly within the scope of the Space Segment, in each foregoing case, excluding any Contractor Owned Background IP and Contractor Foreground IP.

“Contractor Background IP” means any Intellectual Property and Intellectual Property Rights owned, controlled, conceived, created, or developed by or for Contractor or an Affiliate of Contractor: # prior to the Effective Date, or # after such date but outside of the scope of this Contract.

“Unum Background Know-How” means Know-How Controlled by Unum or any of its Affiliates as of the Effective Date or during the Term that is necessary or reasonably useful for the Research, Development or Commercialization of Development Candidates or Products, but excluding any Unum Program IP. For clarity, Unum Background Know-How will include Know-How Controlled by Unum or any of its Affiliates pursuant to the Unum Existing In-Licenses.

New SGI Core IP. As between the Parties, SGI will solely own all right, title and interest in and to any Program IP that constitutes inventions, discoveries, developments, improvements, modifications or enhancements relating # SGI Background Technology, # the SGI Antibodies (other than Product Claims), # SGI Background Know-How relating to tumor-specific Collaboration Antigens, and # the SEA Technology, and all right, title and interest thereto will automatically vest solely in SGI (collectively referred to herein as “SGI Core IP”). Unum, for itself and on behalf of its Affiliates and subcontractors, and employees, contractors, consultants and agents of any of the foregoing, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign), ​ INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED

SGI acknowledges and agrees that Unum may grant substantially similar rights to other exclusive Third Party licensees under any Unum Background Technology and Unum Program IP; provided that the rights of such Third Parties will be subject to the pre-existing rights of SGI.

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.

“SGI Background Know-How” means Know-How Controlled by SGI or any of its Affiliates as of the Effective Date or during the Term that is necessary or reasonably useful for the Research, Development or Commercialization of Development Candidates or Products, including SEA Know-How, but excluding any SGI Program IP. For clarity, SGI Background Know-How will include Know-How Controlled by SGI or any of its Affiliates pursuant to the SGI Existing In-Licenses.

“Customer Background IP” means any Intellectual Property and Intellectual Property Rights owned, controlled, conceived, created, or developed by or for Customer or Customer Parent or Affiliates of Customer Parent, # prior to the Effective Date, or # after such date but outside of the scope of this Contract.