Company Background Technology definition
Examples of Company Background Technology in a sentence
Company may, during the Term, enter into one or more agreements to acquire or in-license rights to additional intellectual property that, if solely owned by Company, without any encumbrance or restriction on licensing, would constitute Company Background Technology.
For clarity, any intellectual property rights in-licensed or acquired by Company pursuant to a Proposed New Company Agreement that is not a New Company Agreement (i.e., under which Vertex does not agree to take a license or sublicense) shall not be included in Company Background Technology.
As between the Parties, Company will own and retain all of its rights, title and interest in and to the Company Background Technology and Vertex will own and retain all of its rights, title and interest in and to any Vertex Background Technology, subject to any assignments, rights or licenses expressly granted by one Party to the other Party under this Agreement.
As between the Parties, Company will own and retain all of its rights, title and interest in and to the Company Background Technology, and Vertex will own and retain all of its rights, title and interest in and to any Vertex Background Technology, subject to any rights or licenses expressly granted by one Party to the other Party under this Agreement.
Following such notice, subject to the terms of such Proposed New Company Agreement that are applicable to a Licensee thereunder, such intellectual property rights shall automatically be deemed included in the Company Background Technology (any such Proposed New Company Agreement with respect to such intellectual property rights that are included in the Company Background Technology pursuant to this sentence, a “New Company Agreement”).
The Company shall have sole and exclusive ownership of all right, title and interest on a worldwide basis in and to any and all Company Background Technology, Company Patent Rights and Company Inventions.