Common use of Background IP and Background Materials Clause in Contracts

Background IP and Background Materials. A Party’s Background Intellectual Property shall remain vested solely in that Party and nothing in this Agreement shall be deemed to give the other Party any rights to use or commercialise the same except as expressly provided by this Agreement. Each Party: agrees that it will not have any claim, ownership or interest in the other Party’s Background Intellectual Property; acknowledges and agrees that, subject to clauses 6.5 and 6.6, Improvements will be owned by the Party or Parties that own the relevant Background IP; and grants the other Party a non-exclusive, fee and royalty-free licence for the use of any Background Intellectual Property made available by the granting Party for the purpose of carrying out the Project only. The following provisions apply whenever a Party (Material Provider) provides Background Material to another Party (Material Recipient): The Material Recipient must: only use the Background Material for the purpose of the Project; not provide the Background Material to any third party; not use the Background Material in humans; not seek any form of registration of Intellectual Property or other statutory protection of the Background Material; not seek to reverse engineer the Background Material or otherwise determine the origin of the Background Material (unless otherwise expressly agreed by the parties); comply with all laws and applicable codes of conduct in relation to use of the Background Material; obtain all ethical clearances that are necessary or desirable to use the Background Material for the purpose of the Project; and co-operate with the Material Provider and act reasonably in connection with this Agreement and receipt of the Background Material. The Material Recipient acknowledges and agrees that, as between the parties, the Material Provider retains title to the Background Material provided to the Material Recipient under this Agreement. The Material Recipient acknowledges and agrees that: the Material Provider does not make any representation or give any warranty that the Background Material is fit for any particular purpose; the Material Provider does not make any representation or give any warranty that the use of the Background Material by the Material Recipient or transfer of the Background Material to the Material Recipient will not infringe the Intellectual Property or other rights of any third party; the Background Material is provided on an “as is” basis; and except as otherwise provided in clause 6.2(c), nothing in this Agreement grants the Material Recipient a licence or assigns to the Material Recipient any Intellectual Property of the Material Provider.

Background IP and Background Materials. A Party’s Background Intellectual Property shall remain vested solely in that Party and nothing in this Agreement shall be deemed to give the other Party any rights to use or commercialise the same except as expressly provided by this Agreement. Each Party: agrees that it will not have any claim, ownership or interest in the other Party’s Background Intellectual Property; acknowledges and agrees that, subject to clauses 6.5 6.6 and 6.66.7, Improvements will be owned by the Party or Parties that own the relevant Background IP; and grants the other Party a non-exclusive, fee and royalty-free licence for the use of any Background Intellectual Property made available by the granting Party for the purpose of carrying out the Project only. The following provisions apply whenever a Party (Material Provider) provides Background Material to another Party (Material Recipient): The Material Recipient must: only use the Background Material for the purpose of the Project; not provide the Background Material to any third party; not use the Background Material in humans; not seek any form of registration of Intellectual Property or other statutory protection of the Background Material; not seek to reverse engineer the Background Material or otherwise determine the origin of the Background Material (unless otherwise expressly agreed by the parties); comply with all laws and applicable codes of conduct in relation to use of the Background Material; obtain all ethical clearances that are necessary or desirable to use the Background Material for the purpose of the Project; and co-operate with the Material Provider and act reasonably in connection with this Agreement and receipt of the Background Material. The Material Recipient acknowledges and agrees that, as between the parties, the Material Provider retains title to the Background Material provided to the Material Recipient under this Agreement. The Material Recipient acknowledges and agrees that: the Material Provider does not make any representation or give any warranty that the Background Material is fit for any particular purpose; the Material Provider does not make any representation or give any warranty that the use of the Background Material by the Material Recipient or transfer of the Background Material to the Material Recipient will not infringe the Intellectual Property or other rights of any third party; the Background Material is provided on an “as is” basis; and except as otherwise provided in clause 6.2(c), nothing in this Agreement grants the Material Recipient a licence or assigns to the Material Recipient any Intellectual Property of the Material Provider.

Background IP and Background Materials. A Party’s Background Intellectual Property shall remain vested solely in that Party and nothing in this Agreement shall be deemed to give the other Party any rights to use or commercialise the same except as expressly provided by this Agreement. Each Party: agrees that it will not have any claim, ownership or interest in the other Party’s Background Intellectual Property; acknowledges and agrees that, subject to clauses 6.5 and 6.6, Improvements will be owned by the Party or Parties that own the relevant Background IP; and grants the other Party a non-exclusive, fee and royalty-free licence for the use of any Background Intellectual Property made available by the granting Party for the purpose of carrying out the Project only. The following provisions apply whenever a Party (Material Provider) provides Background Material to another Party (Material Recipient): The Material Recipient must: only use the Background Material for the purpose of the Project; not provide the Background Material to any third party; not use the Background Material in humans; not seek any form of registration of Intellectual Property or other statutory protection of the Background Material; not seek to reverse engineer the Background Material or otherwise determine the origin of the Background Material (unless otherwise expressly agreed by the parties); comply with all laws and applicable codes of conduct in relation to use of the Background Material; obtain all ethical clearances that are necessary or desirable to use the Background Material for the purpose of the Project; and co-operate with the Material Provider and act reasonably in connection with this Agreement and receipt of the Background Material. The Material Recipient acknowledges and agrees that, as between the parties, the Material Provider retains title to the Background Material provided to the Material Recipient under this Agreement. The Material Recipient acknowledges and agrees that: the Material Provider does not make any representation or give any warranty that the Background Material is fit for any particular purpose; the Material Provider does not make any representation or give any warranty that the use of the Background Material by the Material Recipient or transfer of the Background Material to the Material Recipient will not infringe the Intellectual Property or other rights of any third party; the Background Material is provided on an “as is” basis; and except as otherwise provided in clause 6.2(c(c), nothing in this Agreement grants the Material Recipient a licence or assigns to the Material Recipient any Intellectual Property of the Material Provider.