8 Startup adVANce | Cooperation Agreement solely for the purpose of the Startup adVANce Challenge and in accordance with this Agreement. 3.7.5 In addition to the rights of Daimler to the Startup-Background-IP as set forth in clause 3.7.4, Daimler shall be entitled to use the Startup-Background-IP to the extent necessary to use and otherwise exploit the Jointly-owned Work Results pursuant to clause 3.9.4. 3.7.6 If Background-IP is licensed from a third party, the obligation of the Party set forth in clause 3.7.4 and the obligation of the Startup set forth in clause 3.7.5 are subject to any restrictions that may be set forth in the license terms of the existing agreement with the third party. The other Party is obligated to comply with these license terms, provided that these have been disclosed in advance to this other Party. 3.7.7 During the term of this Agreement (cf. clause 3.18), the Startup is not entitled to transfer its Startup-Background-IP to a third party or to grant an exclusive license thereto for purposes similar to the Product Idea, the Concept and the Prototypes, respectively, if this adversely affects Daimler’s rights thereto pursuant to this Agreement. 3.7.8 "Intellectual Property Rights" shall mean the following: any rights existing out of, to, or in intangible assets, including, without limitation, patents, utility models, inventions (whether or not patentable), trade and business secrets, know-how, copyrights and other rights protected under copyright laws (including database rights and rights in computer programs and neighboring rights), designs, as well as trademarks, business names and domain names, in each case whether registered or unregistered and including all applications and rights to apply for and to be granted, renewals and extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world. 3.8 Work Results 3.8.1 Unless set forth otherwise elsewhere in this Agreement, each Party owns the Intellectual Property Rights in and to those Work Results it has individually developed in connection with the cooperation of the Parties during Phase 2 (Concept Phase) and, if applicable, Phase 3 (Prototype Phase). Work Results that have been developed jointly but where the respective contributions of each Party can be established shall be deemed individually owned Work Results of each Party to the extent of each Party’s respective contribution. 3.8.2 Each Party must examine the possibility of protecting its individually owned Work Results and must adequately protect them, for an appropriate period and with appropriate territorial coverage, if: (a) the Work Results can reasonably be expected to be commercially or industrially exploited and (b) protecting them is possible, reasonable and justified (given the circumstances). 3.8.3 When deciding on protection of its individually owned Work Results, the Party must consider its own legitimate interests and the legitimate interests of the other Party. 3.8.4 Subject to clause 3.8.5, each Party grants the other Party a royalty-free, worldwide, non- exclusive, non-transferrable and non-sublicensable right to use its Work Results only to the extent that this is necessary for the other Party (i) to perform such other Party’s obligations under this Agreement, (ii) to use such other Party’s Work Results or (iii) to use the Jointly- owned Work Results, in each case solely for the purpose of the Startup adVANce Challenge and in accordance with this Agreement.