Background IP

Background IP. Means know-how, knowledge, experience, inventions, processes, technical information, trade secrets, formulas, protocols, data and results (and any patents and patent applications claiming any of the foregoing) arising from or acquired outside the development activities under this Agreement that is necessary or useful for practicing the art covered by the Licensed Patents or the Program IP.

Background IP. Means the Intellectual Property belonging to a Party which was developed prior to this Agreement and/or which is developed by a Party during the Term of this Agreement, but such development is not pursuant to or related to this Agreement.

Background IP. Of a party means any and all intellectual property rights that such party either (i) owned, controlled, or had rights with respect to prior to the Effective Date; or (ii) develops, or acquires ownership, control, or rights with respect to, during the term of this Agreement but which is not Collaboration IP.

Background IP. Means all Intellectual Property and Patents belonging to or controlled by either Party, (i) developed, conceived, obtained or acquired prior to the Effective Date of this Agreement or (ii) developed, conceived, obtained or acquired independently of this Agreement or not in furtherance of any work pursuant to the Prior Agreement or this Agreement.

Background IP. As to each party, all Intellectual Property that such party owns or has the right to use as of the date of this Agreement

Background IP. All Background Know-How and Background Patents. For clarity, Background IP owned or Controlled by Roche shall not include Background Know-How or Background Patents related to pharmaceutical compounds or products. For further clarity, Background IP owned or Controlled by Clovis Oncology shall only include Background Know-How or Background Patents related to the Clovis Oncology Compound.

Background IP. The Intellectual Property belonging to a Party which was developed prior to or outside the scope of this Agreement and which is deemed by the Party which owns such Intellectual Property to be relevant to the Joint Development Activities (as defined below), and which is not subject to any restriction on disclosure and use. Unless the Parties expressly agree otherwise, Background IP does not include: [***]. With respect to any Intellectual Property that is owned by a third party and controlled by... a Party under the terms of a license or other agreement, the Parties shall only agree to include such Intellectual Property in Background IP to the extent the licensed Party holds the right (other than pursuant to this Agreement) to grant a sublicense to such Intellectual Property as provided herein without violating the terms of any agreement with any third party and without violating any applicable laws. Should the Parties agree to include such Intellectual Property in the Background IP licensed hereunder, such agreement shall be made solely subject to any restrictions on use of such Intellectual Property established in the applicable license agreement which permits such sublicense, and subject to the assumption of the Party sublicensed rights in such Intellectual Property of all obligations, including payment obligations, which the relevant license or other agreement imposes as a result of such Party's use of such Intellectual Property. View More

Background IP. Means all Intellectual Property owned or controlled by a Party as of the Effective Date of the MDA, or later generated, acquired or developed by a Party outside the scope of the MDA.

Background IP. Shall mean: (a) any Intellectual Property (and associated Intellectual Property Rights) developed prior to the Effective Date of the JDA; and (b) Intellectual Property (and associated Intellectual Property Rights) developed, by or for, a party independent of the activities of the JDA.

Background IP. Means any IP or Know-how owned or Controlled by a Party which has been developed, conceived, first reduced to practice or rightfully acquired by a Party prior to the Effective Date hereof, or during the Term (but outside of the Parties' collaboration hereunder).