Provision Language
Definitions
“Background IPRs” means, subject to Clause 14.5, any IPRs owned or controlled by the Company on the Effective Date, or during the term of the Project (other than the Project IPRs), which are necessary for undertaking the Project or which are actually used in the performance of the Project;
“Project IPRs” means any IPRs created, devised or arising out of the Company’s undertaking and performance of the Project or any part of it, including the Project Inventions, provided that Project IPRs shall not include any IPRs that cover or claim any improvements, modifications or enhancements to the Company Biomarker Platform, which shall be deemed included in Company Biomarker Platform IPRs upon their creation;
13. IPRS
13.1 Ownership of Project IPRs. Project IPRs created or arising under the Project will vest in and be the sole property of the Company.
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13.3 Background IPRs. The Company shall make the Background IPRs available for use in the Project and to the extent necessary for the protection, development and exploitation of the Project IPRs.