§10 Intellectual Property – Ownership and Protection.
§10.4 Background Intellectual Property. The Partner shall make the Background Intellectual Property available for use in all Work Phases and for the protection or exploitation of the Foreground Intellectual Property. The Partner shall retain responsibility for seeking and maintaining protection for the Background Intellectual Property at its own cost and shall not assign or otherwise convey any of its interest, right and title in the same without Funder’s prior written consent, not to be unreasonably withheld, conditioned or delayed.
§1.1.6. “Background Intellectual Property” means any Intellectual Property owned or controlled by the Partner at the Effective Date or which the Partner develops or acquires independently of the work under the Project, in each case, which is necessary or useful for undertaking any Work Phase, or the protection or exploitation of Foreground Intellectual Property. Background Intellectual Property in existence, at the Effective Date is described in Schedule [ ].