ARScience Bio shall be the sole owner of the ARScience Bio Technology and all improvements, modifications or enhancements to the ARScience Bio Technology made solely by ARScience Bio arising during the Term.

Takeda Background IP; Takeda Arising IP. As between the Parties, Takeda shall have the sole and exclusive right, but not the obligation, to initiate and manage any Action anywhere in the world relating to any Third Party Infringement of the Takeda Background IP and Takeda Arising IP at its sole expense.

As between the Parties, subject to the licenses granted to Customer under this TSA, Ginkgo solely owns and will continue to solely own all right, title and interest in and to the Ginkgo Background IP and any materials introduced by Ginkgo under a TDP.

As between the Parties, Aduro shall retain all of its right, title and interest in and to the Aduro Patent Rights and the Aduro Know-How.

Ownership of Background IP. Each Party shall retain all right, title and interest to its Background IP, and, except as expressly set forth in this Agreement, no right or license to such Patents, Know-How and other intellectual property rights included in such Background IP is granted by either Party to the other Party.

Improvements to Background IP. Notwithstanding Sections 9.1 and 9.2, Institute shall be the sole owner of any Inventions that are claimed or covered by patents and patent applications claiming priority to any patent or patent application included in the Patent Rights, as such Patent Rights exist as of the Original Effective Date (such Inventions, the “Institute Background IP Improvements”). Atara shall assign, and hereby assigns to Institute, all of Atara’s right, title and interest in and to the Institute Background IP Improvements. Without limiting the foregoing, Institute Background IP Improvements shall be included, upon their creation by either Party (or assignment by Atara to Institute in accordance with this Section 9.4, if applicable), within the Patent Rights, and shall be subject to the terms and conditions of the License Agreement, including the licenses granted therein.

Improvements to Background IP. Notwithstanding Sections 9.1 and 9.2, Institute shall be the sole owner of any Inventions that are claimed or covered by patents and patent applications claiming priority to any patent or patent application included in the Patent Rights, as such Patent Rights exist as of the Original Effective Date (such Inventions, the “Institute Background IP Improvements”). Atara shall assign, and hereby assigns to Institute, all of Atara’s right, title and interest in and to the Institute Background IP Improvements. Without limiting the foregoing, Institute Background IP Improvements shall be included, upon their creation by either Party (or assignment by Atara to Institute in accordance with this Section 9.4, if applicable), within the Patent Rights, and shall be subject to the terms and conditions of the License Agreement, including the licenses granted therein.

Section # “Background IP” shall mean FWB Background IP or AzurRx Background IP, as applicable.

License to Gogo Background IP. Subject to any restrictions, reservations and other limitations set forth in [Section 2.9(c)(iii)] or the applicable Statement of Work, Gogo hereby grants to Airspan an irrevocable, sublicensable, transferrable, royalty bearing (as set forth in Section 3.3), license to include, use, reproduce, practice, adapt, modify, commercialize and otherwise implement any Gogo Background IP that is incorporated within the ​. The license granted in this [Section 2.9(c)(ii)] is # exclusive to Airspan ​ for the duration of Airspan’s exclusivity set forth in Section 3.2, # excludes use ​ other than in collaboration with and for the benefit of Gogo, and, # is non-exclusive in all other respects.

“Ginkgo Background IP” means, on a TDP-by-TDP basis, the Background IP of Ginkgo ​.