Background IP. Except as expressly set forth herein, each Party shall retain all right and title to any intellectual property of such Party as of the Effective Date, as well as any intellectual property (whether or not registered or registrable) developed independently of this Agreement and without reference to or use of the other Party’s Confidential Information (collectively, “Background IP”). ​.

Background IP. The Parties have compiled a list of all Background Intellectual Property known to be licensed under Section 9 of the MCA, and this list is set forth in Appendix 2. For clarification, neither Party shall be required to disclose the terms of any licenses, but may generally refer to Intellectual Property for which it has a license.

Any intellectual property created, conceived, or developed in the performance of this Agreement (“Foreground IP”) shall be owned by the Party that created, conceived or developed such intellectual property, except that any modifications or improvements to the Technology, including the Production Strains, shall be owned by Licensor.

“Development Milestone” is defined in Section 5.1.1.

Licensed IP. Subject to the terms and conditions of this Agreement, Acorda hereby grants to Licensee and its Affiliates during the Term an exclusive, royalty-bearing, non-sublicenseable (except in accordance with Section 2.1(c)), non-transferable (except in accordance with Section 16.1) license, under the Licensed IP, to # Exploit (other than to make or have made) the Licensed Product in the Field in the Territory and # Develop the Licensed Product outside the Territory for the sole purpose of Exploiting the Licensed Product in the Territory; provided, that Licensee has first submitted a proposal to conduct such activity in accordance with Section 5.4(b)(ii), and such proposal has been reviewed by the JDC and all disputes regarding it, if any, have been resolved in accordance with [Section 3.5(c)].

Independent IP. Each Party shall retain and own all right, title and interest in and to all data, results, information, patent rights, know-how, or other intellectual property rights (“Intellectual Property”) controlled by such Party or its Affiliates as of the Amendment No. 2 Effective Date or acquired, in-licensed or generated, invented or discovered by such Party or its Affiliates outside the performance of the Services and without use of the other Party’s Proprietary Information.

Licensed IP. As between the Parties, Poseida 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 Poseida Background IP and Poseida Arising IP. Poseida shall keep Takeda reasonably informed with regard to the preparation and filing of such infringement action and shall consider in good faith the requests of Takeda with respect to strategies for the infringement action. […​…].

Agreement IP. For purposes of determining ownership under this Section 6.1 (Ownership of Intellectual Property; Disclosure), inventorship will be determined in accordance with United States patent laws (regardless of where the applicable activities occurred).

Independent IP. Each Party shall retain and own all right, title and interest in and to all data, results, information, patent rights, know-how, or other intellectual property rights (“Intellectual Property”) controlled by such Party or its Affiliates as of the Amendment No. 2 Effective Date or acquired, in-licensed or generated, invented or discovered by such Party or its Affiliates outside the performance of the Services and without use of the other Party’s Proprietary Information.

Licensee IP. As between the Parties and subject to [Section 12.7.4], Licensee will retain all right, title and interest in and to all Licensee IP, and no rights or licenses are granted to Relay hereunder with respect to any Licensee IP other than the licenses and rights granted to Relay pursuant to this Article 12.