“Background Intellectual Property” (or “Background IP”) means any and all Intellectual Property that is owned or controlled by Awardee during the Term of this Agreement, whether existing as of the Effective Date or later developed or acquired independently of the Project. For clarity, Background IP includes commercial freedom–to–operate licences obtained by Awardee.
“Project Intellectual Property” (or “Project IP”) means the IntellectualProperty discovered or made by or on behalf of the Awardee and/or any Subawardee in the performance of the Project.
“Project Results” means all of the tangible materials and other results that are made or developed by or on behalf of Awardee and/or any Subawardee under the Project, including the Project Vaccine and assays developed by or on behalf of the Awardee or any Subawardee that are necessary for Project Vaccine production, whether in whole or in components, serum samples collected, protocols used in clinical or non–clinical evaluation of the Project Vaccine, Project Data, and Project Materials.
5. Ownership of Project Results; Intellectual Property
5.1 Awardee’s Background IP. Awardee shall retain ownership of its Background IP. Nothing in this Agreement shall be deemed to assign any ownership interest in such Background IP to CEPI, without prejudice to the licence rights of CEPI expressly set out in this Agreement.
5.2 Ownership of Project Intellectual Property. Awardee shall own any Intellectual Property invented by either Party and arising under the Project, subject to the rights of CEPI to use Project Intellectual Property expressly set out in this Agreement. Awardee shall have the right, but not the obligation, to seek IP protection in respect of any Project Intellectual Property at its own cost. Upon request, but no less than annually, Awardee shall provide a written update to CEPI regarding the status of Project Intellectual Property rights sought and obtained.
5.3 Ownership of Project Results. Awardee shall own the Project Results, subject to the rights of CEPI to use Project Results expressly set out in this Agreement.