Common use of Exploitation of Intellectual Property Clause in Contracts

Exploitation of Intellectual Property. 15.1 The Company shall promptly inform the Monitoring Agent in writing of: 15.1.1 any Project Intellectual Property upon its creation, which is capable of exploitation whether patentable or not; and 15.1.2 any Project Intellectual Property upon its creation which consists of results, designs, discoveries, inventions or matters which may form the subject of an application for a patent or other form of Intellectual Property Rights protection. 15.2 The Company shall devise, publish, implement and maintain procedures for the management of Project Intellectual Property and in particular, but without limitation, shall use all reasonable endeavours to ensure that: 15.2.1 the Results arising out of the Project are identified, recorded and distinguished from the outputs of its other research; 15.2.2 prior to any publication of the Results of the Project, patentable inventions arising from the Results are identified, duly considered for patentability and, where it is reasonable so to do, patent applications in respect thereof are filed at the British or European Patent Office; and 15.2.3 all such patent applications are diligently prosecuted having regard to all relevant circumstances. 15.3 The Company shall permit the Monitoring Agent to monitor the operation and effectiveness of the Company's procedures for the management of Intellectual Property Rights in such a way as the Hospital considers reasonably necessary. 15.4 The Company shall ensure that no provisions are included in employment contracts with its staff which are inconsistent with the requirements of this Agreement that the Company is the first owner of Project Intellectual Property. 15.5 The Company will provide the Agent with such information that the Agent and/or the Hospital may reasonably request from time to time to demonstrate that the Company is exploiting or is taking reasonable steps towards exploiting the Project Intellectual Property. 15.6 Subject to any of its obligations of confidentiality under this Agreement, the Company shall use its best endeavours to: 15.6.1 promote the dissemination of the Results of the Project; and 15.6.2 where reasonable, exploit commercially such Results to generate capital, revenue or other monetary return. 15.7 The Company will notify the Agent if the Company decides not to proceed with the exploitation of any of the Project Intellectual Property and will, if requested to do so by Agent or the Hospital, assign the Project Intellectual Property to the Hospital or its successors or nominee. 15.8 Within 1 year of the date of the creation of any Project Intellectual Property the parties shall meet to evaluate the progress of the Company in exploiting the Project Intellectual Property commercially. If in the reasonable opinion of the Hospital or the Agent the Company has not made reasonable endeavours to exploit some or all of the Project Intellectual Property commercially the Hospital may require the relevant Project Intellectual Property to be assigned to or licensed to the Hospital or its nominees. 15.9 Any dispute over whether or not the Company has used reasonable endeavours for the purpose of Clause 15.8 shall be settled in London by a barrister specialising in intellectual property law, who has no prior connection with either the Hospital or the Company, or who is otherwise acceptable to the Hospital and the Company. He or she shall be nominated for the purpose by the then Chairman of the General Council of the Bar and shall act as an arbitrator. His or her costs and expenses shall be met by the parties in equal shares. Each party shall supply him or her with such evidence as he or she reasonably requests and shall allow him or her access on reasonable notice to any laboratories or other premises which he or she asks (on reasonable grounds) to inspect. His or her decision shall be a ruling on whether or not the Company has used reasonable endeavours to exploit the relevant Project Intellectual Property commercially. 15.10 For the avoidance of doubt, the parties agree that for the purpose of clause 15.8, the following circumstances shall be conclusive evidence that the Company has failed to use reasonable endeavours:- 15.10.1 the Company is subject to an Insolvency Event; or 15.10.2 the Company has taken steps to exploit the Project Intellectual Property, but in the reasonable opinion of the Hospital: (i) the resulting product is of insufficient quality or being produced in insufficient quantities to meet the requirements of the NHS; and/or (ii) the resulting product is offered for a price which is over and above market price and/or the level which would be normally charged for a comparably similar product to the NHS. 15.11 The Company shall do or procure to be done all such further acts and things and execute or procure the execution of all such other documents as the Hospital may from time to time require for the purpose of giving the Hospital the full benefit of the provisions of this Agreement.

Exploitation of Intellectual Property. 15.1 The Company shall promptly inform the Monitoring Agent in writing of: 15.1.1 any Project Intellectual Property upon its creation, which is capable of exploitation whether patentable or not; and 15.1.2 any Project Intellectual Property upon its creation which consists of results, designs, discoveries, inventions or matters which may form the subject of an application for a patent or other form of Intellectual Property Rights protection. 15.2 The Company shall devise, publish, implement and maintain procedures for the management of Project Intellectual Property and in particular, but without limitation, shall use all reasonable endeavours to ensure that: 15.2.1 the Results arising out of the Project are identified, recorded and distinguished from the outputs of its other research; 15.2.2 prior to any publication of the Results of the Project, patentable inventions arising from the Results are identified, duly considered for patentability and, where it is reasonable so to do, patent applications in respect thereof are filed at the British or European Patent Office; and 15.2.3 all such patent applications are diligently prosecuted having regard to all relevant circumstances. 15.3 The Company shall permit the Monitoring Agent to monitor the operation and effectiveness of the Company's procedures for the management of Intellectual Property Rights in such a way as the Hospital considers reasonably necessary. 15.4 The Company shall ensure that no provisions are included in employment contracts with its staff which are inconsistent with the requirements of this Agreement that the Company is the first owner of Project Intellectual Property. 15.5 The Company will provide the Agent with such information that the Agent and/or the Hospital may reasonably request from time to time to demonstrate that the Company is exploiting or is taking reasonable steps towards exploiting the Project Intellectual Property. 15.6 Subject to any of its obligations of confidentiality under this Agreement, the Company shall use its best endeavours to: 15.6.1 promote the dissemination of the Results of the Project; and 15.6.2 where reasonable, exploit commercially such Results to generate capital, revenue or other monetary return. 15.7 The Company will notify the Agent if the Company decides not to proceed with the exploitation of any of the Project Intellectual Property and will, if requested to do so by Agent or the Hospital, assign the Project Intellectual Property to the Hospital or its successors or nominee. 15.8 Within 1 year of the date of the creation of any Project Intellectual Property the parties shall meet to evaluate the progress of the Company in exploiting the Project Intellectual Property commercially. If in the reasonable opinion of the Hospital or the Agent the Company has not made reasonable endeavours to exploit some or all of the Project Intellectual Property commercially the Hospital may require the relevant Project Intellectual Property to be assigned to or licensed to the Hospital or its nominees. 15.9 Any dispute over whether or not the Company has used reasonable endeavours for the purpose of Clause 15.8 shall be settled in London by a barrister specialising in intellectual property law, who has no prior connection with either the Hospital or the Company, or who is otherwise acceptable to the Hospital and the Company. He or she shall be nominated for the purpose by the then Chairman of the General Council of the Bar and shall act as an arbitrator. His or her costs and expenses shall be met by the parties in equal shares. Each party shall supply him or her with such evidence as he or she reasonably requests and shall allow him or her access on reasonable notice to any laboratories or other premises which he or she asks (on reasonable grounds) to inspect. His or her decision shall be a ruling on whether or not the Company has used reasonable endeavours to exploit the relevant Project Intellectual Property commercially. 15.10 For the avoidance of doubt, the parties agree that for the purpose of clause 15.8, the following circumstances shall be conclusive evidence that the Company has failed to use reasonable endeavours:- 15.10.1 the Company is subject to an Insolvency Event; or 15.10.2 the Company has taken steps to exploit the Project Intellectual Property, but in the reasonable opinion of the Hospital: (i) the resulting product is of insufficient quality or being produced in insufficient quantities to meet the requirements of the NHS; and/or (ii) the resulting product is offered for a price which is over and above market price and/or the level which would be normally charged for a comparably similar product to the NHS. 15.11 The Company shall do or procure to be done all such further acts and things and execute or procure the execution of all such other documents as the Hospital may from time to time require for the purpose of giving the Hospital the full benefit of the provisions of this Agreement.

Exploitation of Intellectual Property. 15.1 The Company shall promptly inform the Monitoring Agent in writing of: 15.1.1 any Project Intellectual Property upon its creation, which is capable of exploitation whether patentable or not; and 15.1.2 any Project Intellectual Property upon its creation which consists of results, designs, discoveries, inventions or matters which may form the subject of an application for a patent or other form of Intellectual Property Rights protection. 15.2 The Company shall devise, publish, implement and maintain procedures for the management of Project Intellectual Property and in particular, but without limitation, shall use all reasonable endeavours to ensure that: 15.2.1 the Results arising out of the Project are identified, recorded and distinguished from the outputs of its other research; 15.2.2 prior to any publication of the Results of the Project, patentable inventions arising from the Results are identified, duly considered for patentability and, where it is reasonable so to do, patent applications in respect thereof are filed at the British or European Patent Office; and 15.2.3 all such patent applications are diligently prosecuted having regard to all relevant circumstances. 15.3 The Company shall permit the Monitoring Agent to monitor the operation and effectiveness of the Company's procedures for the management of Intellectual Property Rights in such a way as the Hospital considers reasonably necessary. 15.4 The Company shall ensure that no provisions are included in employment contracts with its staff which are inconsistent with the requirements of this Agreement that the Company is the first owner of Project Intellectual Property. 15.5 The Company will provide the Agent with such information that the Agent and/or the Hospital may reasonably request from time to time to demonstrate that the Company is exploiting or is taking reasonable steps towards exploiting the Project Intellectual Property. 15.6 Subject to any of its obligations of confidentiality under this Agreement, the Company shall use its best endeavours to: 15.6.1 promote the dissemination of the Results of the Project; and 15.6.2 where reasonable, exploit commercially such Results to generate capital, revenue or other monetary return. 15.7 The Company will notify the Agent if the Company decides not to proceed with the exploitation of any of the Project Intellectual Property and will, if requested to do so by Agent or the Hospital, assign the Project Intellectual Property to the Hospital or its successors or nomineesuccessors. 15.8 Within 1 year 3 years of the date of the creation of any Project Intellectual Property the parties shall meet to evaluate the progress of the Company in exploiting the Project Intellectual Property commercially. If in the reasonable opinion of the Hospital or the Agent the Company has not made reasonable endeavours to exploit some or all of the Project Intellectual Property commercially the Hospital may require the relevant Project Intellectual Property to be assigned to or licensed to the Hospital or its nomineessuccessors. 15.9 Any dispute over whether or not the Company has used reasonable endeavours for the purpose of Clause 15.8 shall be settled in London by a barrister specialising in intellectual property law, who has no prior connection with either the Hospital or the Company, or who is otherwise acceptable to the Hospital and the Company. He or she shall be nominated for the purpose by the then Chairman of the General Council of the Bar and shall act as an arbitrator. His or her costs and expenses shall be met by the parties in equal shares. Each party shall supply him or her with such evidence as he or she reasonably requests and shall allow him or her access on reasonable notice to any laboratories or other premises which he or she asks (on reasonable grounds) to inspect. His or her decision shall be a ruling on whether or not the Company has used reasonable endeavours to exploit the relevant Project Intellectual Property commercially. 15.10 For the avoidance of doubt, the parties agree that for the purpose of clause 15.8, the following circumstances shall be conclusive evidence that the Company has failed to use reasonable endeavours:- 15.10.1 the Company is subject to an Insolvency Event; or 15.10.2 the Company has taken steps to exploit the Project Intellectual Property, but in the reasonable opinion of the Hospital: (i) the resulting product is of insufficient quality or being produced in insufficient quantities to meet the requirements of the NHS; and/or (ii) the resulting product is offered for a price which is over and above market price and/or the level which would be normally charged for a comparably similar product to the NHS. 15.11 The Company shall do or procure to be done all such further acts and things and execute or procure the execution of all such other documents as the Hospital may from time to time require for the purpose of giving the Hospital the full benefit of the provisions of this Agreement. 15.12 By this Agreement the Company irrevocably appoints the Hospital as its attorney to sign, execute and deliver on its behalf all deeds and documents and to do all acts and things necessary to give effect to the terms of this Agreement and for vesting in the Hospital the full benefit of the assets, rights and benefits to be transferred to the Hospital under this Agreement.

Exploitation of Intellectual Property. 15.1 The Company shall promptly inform the Monitoring Agent in writing of: 15.1.1 any Project Intellectual Property upon its creation, which is capable of exploitation whether patentable or not; and 15.1.2 any Project Intellectual Property upon its creation which consists of results, designs, discoveries, inventions or matters which may form the subject of an application for a patent or other form of Intellectual Property Rights protection. 15.2 The Company shall devise, publish, implement and maintain procedures for the management of Project Intellectual Property and in particular, but without limitation, shall use all reasonable endeavours to ensure that: 15.2.1 the Results arising out of the Project are identified, recorded and distinguished from the outputs of its other research; 15.2.2 prior to any publication of the Results of the Project, patentable inventions arising from the Results are identified, duly considered for patentability and, where it is reasonable so to do, patent applications in respect thereof are filed at the British or European Patent Office; and 15.2.3 all such patent applications are diligently prosecuted having regard to all relevant circumstances. 15.3 The Company shall permit the Monitoring Agent to monitor the operation and effectiveness of the Company's procedures for the management of Intellectual Property Rights in such a way as the Hospital considers reasonably necessary. 15.4 The Company shall ensure that no provisions are included in employment contracts with its staff which are inconsistent with the requirements of this Agreement that the Company is the first owner of Project Intellectual Property. 15.5 The Company will provide the Agent with such information that the Agent and/or the Hospital may reasonably request from time to time to demonstrate that the Company is exploiting or is taking reasonable steps towards exploiting the Project Intellectual Property. 15.6 Subject to any of its obligations of confidentiality under this Agreement, the Company shall use its best endeavours to: 15.6.1 promote the dissemination of the Results of the Project; and 15.6.2 where reasonable, exploit commercially such Results to generate capital, revenue or other monetary return. 15.7 The Company will notify the Agent if the Company decides not to proceed with the exploitation of any of the Project Intellectual Property and will, if requested to do so by Agent or the Hospital, assign the Project Intellectual Property to the Hospital or its successors or nominee. 15.8 Within 1 year of the date of the creation of any Project Intellectual Property the parties shall meet to evaluate the progress of the Company in exploiting the Project Intellectual Property commercially. If in the reasonable opinion of the Hospital or the Agent the Company has not made reasonable endeavours to exploit some or all of the Project Intellectual Property commercially the Hospital may require the relevant Project Intellectual Property to be assigned to or licensed to the Hospital or its nominees. 15.9 Any dispute over whether or not the Company has used reasonable endeavours for the purpose of Clause 15.8 shall be settled in London by a barrister specialising in intellectual property law, who has no prior connection with either the Hospital or the Company, or who is otherwise acceptable to the Hospital and the Company. He or she shall be nominated for the purpose by the then Chairman of the General Council of the Bar and shall act as an arbitrator. His or her costs and expenses shall be met by the parties in equal shares. Each party shall supply him or her with such evidence as he or she reasonably requests and shall allow him or her access on reasonable notice to any laboratories or other premises which he or she asks (on reasonable grounds) to inspect. His or her decision shall be a ruling on whether or not the Company has used reasonable endeavours to exploit the relevant Project Intellectual Property commercially. 15.10 For the avoidance of doubt, the parties agree that for the purpose of clause 15.8, the following circumstances shall be conclusive evidence that the Company has failed to use reasonable endeavours:- 15.10.1 the Company is subject to an Insolvency Event; or 15.10.2 the Company has taken steps to exploit the Project Intellectual Property, but in the reasonable opinion of the Hospital: (i) the resulting product is of insufficient quality or being produced in insufficient quantities to meet the requirements of the NHS; and/or (ii) the resulting product is offered for a price which is over and above market price and/or the level which would be normally charged for a comparably similar product to the NHS. 15.11 The Company shall do or procure to be done all such further acts and things and execute or procure the execution of all such other documents as the Hospital may from time to time require for the purpose of giving the Hospital the full benefit of the provisions of this Agreement.

Exploitation of Intellectual Property. 15.1 The Company shall promptly inform the Monitoring Agent in writing of: 15.1.1 any Project Intellectual Property upon its creation, which is capable of exploitation whether patentable or not; and 15.1.2 any Project Intellectual Property upon its creation which consists of results, designs, discoveries, inventions or matters which may form the subject of an application for a patent or other form of Intellectual Property Rights protection. 15.2 The Company shall devise, publish, implement and maintain procedures for the management of Project Intellectual Property and in particular, but without limitation, shall use all reasonable endeavours to ensure that: 15.2.1 the Results arising out of the Project are identified, recorded and distinguished from the outputs of its other research; 15.2.2 prior to any publication of the Results of the Project, patentable inventions arising from the Results are identified, duly considered for patentability and, where it is reasonable so to do, patent applications in respect thereof are filed at the British or European Patent Office; and 15.2.3 all such patent applications are diligently prosecuted having regard to all relevant circumstances. 15.3 The Company shall permit the Monitoring Agent to monitor the operation and effectiveness of the Company's procedures for the management of Intellectual Property Rights in such a way as the Hospital considers reasonably necessary. 15.4 The Company shall ensure that no provisions are included in employment contracts with its staff which are inconsistent with the requirements of this Agreement that the Company is the first owner of Project Intellectual Property. 15.5 The Company will provide the Agent with such information that the Agent and/or the Hospital may reasonably request from time to time to demonstrate that the Company is exploiting or is taking reasonable steps towards exploiting the Project Intellectual Property. 15.6 Subject to any of its obligations of confidentiality under this Agreement, the Company shall use its best endeavours to: 15.6.1 promote the dissemination of the Results of the Project; and 15.6.2 where reasonable, exploit commercially such Results to generate capital, revenue or other monetary return. 15.7 The Company will notify the Agent if the Company decides not to proceed with the exploitation of any of the Project Intellectual Property and will, if requested to do so by Agent or the Hospital, assign the Project Intellectual Property to the Hospital or its successors or nominee. 15.8 Within 1 year of the date of the creation of any Project Intellectual Property the parties shall meet to evaluate the progress of the Company in exploiting the Project Intellectual Property commercially. If in the reasonable opinion of the Hospital or the Agent the Company has not made reasonable endeavours to exploit some or all of the Project Intellectual Property commercially the Hospital may require the relevant Project Intellectual Property to be assigned to or licensed to the Hospital or its nominees. 15.9 Any dispute over whether or not the Company has used reasonable endeavours for the purpose of Clause 15.8 shall be settled in London by a barrister specialising in intellectual property law, who has no prior connection with either the Hospital or the Company, or who is otherwise acceptable to the Hospital and the Company. He or she shall be nominated for the purpose by the then Chairman of the General Council of the Bar and shall act as an arbitrator. His or her costs and expenses shall be met by the parties in equal shares. Each party shall supply him or her with such evidence as he or she reasonably requests and shall allow him or her access on reasonable notice to any laboratories or other premises which he or she asks (on reasonable grounds) to inspect. His or her decision shall be a ruling on whether or not the Company has used reasonable endeavours to exploit the relevant Project Intellectual Property commercially. 15.10 For the avoidance of doubt, the parties agree that for the purpose of clause 15.8, the following circumstances shall be conclusive evidence that the Company has failed to use reasonable endeavours:-endeavours: 15.10.1 the Company is subject to an Insolvency Event; or 15.10.2 the Company has taken steps to exploit the Project Intellectual Property, but in the reasonable opinion of the Hospital: (i) the resulting product is of insufficient quality or being produced in insufficient quantities to meet the requirements of the NHS; and/or (ii) the resulting product is offered for a price which is over and above market price and/or the level which would be normally charged for a comparably similar product to the NHS. 15.11 The Company shall do or procure to be done all such further acts and things and execute or procure the execution of all such other documents as the Hospital may from time to time require for the purpose of giving the Hospital the full benefit of the provisions of this Agreement.

Exploitation of Intellectual Property. 15.1 The Company shall promptly inform the Monitoring Agent in writing of:: Template - Do Not Use 15.1.1 any Project Intellectual Property upon its creation, which is capable of exploitation whether patentable or not; and 15.1.2 any Project Intellectual Property upon its creation which consists of results, designs, discoveries, inventions or matters which may form the subject of an application for a patent or other form of Intellectual Property Rights protection. 15.2 The Company shall devise, publish, implement and maintain procedures for the management of Project Intellectual Property and in particular, but without limitation, shall use all reasonable endeavours to ensure that: 15.2.1 the Results arising out of the Project are identified, recorded and distinguished from the outputs of its other research; 15.2.2 prior to any publication of the Results of the Project, patentable inventions arising from the Results are identified, duly considered for patentability and, where it is reasonable so to do, patent applications in respect thereof are filed at the British or European Patent Office; and 15.2.3 all such patent applications are diligently prosecuted having regard to all relevant circumstances. 15.3 The Company shall permit the Monitoring Agent to monitor the operation and effectiveness of the Company's procedures for the management of Intellectual Property Rights in such a way as the Hospital considers reasonably necessary. 15.4 The Company shall ensure that no provisions are included in employment contracts with its staff which are inconsistent with the requirements of this Agreement that the Company is the first owner of Project Intellectual Property. 15.5 The Company will provide the Agent with such information that the Agent and/or the Hospital may reasonably request from time to time to demonstrate that the Company is exploiting or is taking reasonable steps towards exploiting the Project Intellectual Property. 15.6 Subject to any of its obligations of confidentiality under this Agreement, the Company shall use its best endeavours to: 15.6.1 promote the dissemination of the Results of the Project; andand Template - Do Not Use 15.6.2 where reasonable, exploit commercially such Results to generate capital, revenue or other monetary return. 15.7 The Company will notify the Agent if the Company decides not to proceed with the exploitation of any of the Project Intellectual Property and will, if requested to do so by Agent or the Hospital, assign the Project Intellectual Property to the Hospital or its successors or nominee. 15.8 Within 1 year of the date of the creation of any Project Intellectual Property the parties shall meet to evaluate the progress of the Company in exploiting the Project Intellectual Property commercially. If in the reasonable opinion of the Hospital or the Agent the Company has not made reasonable endeavours to exploit some or all of the Project Intellectual Property commercially the Hospital may require the relevant Project Intellectual Property to be assigned to or licensed to the Hospital or its nominees. 15.9 Any dispute over whether or not the Company has used reasonable endeavours for the purpose of Clause 15.8 shall be settled in London by a barrister specialising in intellectual property law, who has no prior connection with either the Hospital or the Company, or who is otherwise acceptable to the Hospital and the Company. He or she shall be nominated for the purpose by the then Chairman of the General Council of the Bar and shall act as an arbitrator. His or her costs and expenses shall be met by the parties in equal shares. Each party shall supply him or her with such evidence as he or she reasonably requests and shall allow him or her access on reasonable notice to any laboratories or other premises which he or she asks (on reasonable grounds) to inspect. His or her decision shall be a ruling on whether or not the Company has used reasonable endeavours to exploit the relevant Project Intellectual Property commercially. 15.10 For the avoidance of doubt, the parties agree that for the purpose of clause 15.8, the following circumstances shall be conclusive evidence that the Company has failed to use reasonable endeavours:- 15.10.1 the Company is subject to an Insolvency Event; or 15.10.2 the Company has taken steps to exploit the Project Intellectual Property, but in the reasonable opinion of the Hospital: (i) the resulting product is of insufficient quality or being produced in insufficient quantities to meet the requirements of the NHS; and/orand/or Template - Do Not Use (ii) the resulting product is offered for a price which is over and above market price and/or the level which would be normally charged for a comparably similar product to the NHS. 15.11 The Company shall do or procure to be done all such further acts and things and execute or procure the execution of all such other documents as the Hospital may from time to time require for the purpose of giving the Hospital the full benefit of the provisions of this Agreement.

Exploitation of Intellectual Property. 15.1 The Company shall promptly inform the Monitoring Agent in writing of: 15.1.1 any Project Intellectual Property upon its creation, which is capable of exploitation whether patentable or not; and 15.1.2 any Project Intellectual Property upon its creation which consists of results, designs, discoveries, inventions or matters which may form the subject of an application for a patent or other form of Intellectual Property Rights protection. 15.2 The Company shall devise, publish, implement and maintain procedures for the management of Project Intellectual Property and in particular, but without limitation, shall use all reasonable endeavours to ensure that: 15.2.1 the Results arising out of the Project are identified, recorded and distinguished from the outputs of its other research; 15.2.2 prior to any publication of the Results of the Project, patentable inventions arising from the Results are identified, duly considered for patentability and, where it is reasonable so to do, patent applications in respect thereof are filed at the British or European Patent Office; and 15.2.3 all such patent applications are diligently prosecuted having regard to all relevant circumstances. 15.3 The Company shall permit the Monitoring Agent to monitor the operation and effectiveness of the Company's procedures for the management of Intellectual Property Rights in such a way as the Hospital Authority considers reasonably necessary. 15.4 The Company shall ensure that no provisions are included in employment contracts with its staff which are inconsistent with the requirements of this Agreement that the Company is the first owner of Project Intellectual Property. 15.5 The Company will provide the Agent with such information that the Agent and/or the Hospital Authority may reasonably request from time to time to demonstrate that the Company is exploiting or is taking reasonable steps towards exploiting the Project Intellectual Property. 15.6 Subject to any of its obligations of confidentiality under this Agreement, the Company shall use its best endeavours to: 15.6.1 promote the dissemination of the Results of the Project; and 15.6.2 where reasonable, exploit commercially such Results to generate capital, revenue or other monetary return. 15.7 The Company will notify the Agent if the Company decides not to proceed with the exploitation of any of the Project Intellectual Property and will, if requested to do so by Agent or the HospitalAuthority, assign the Project Intellectual Property to the Hospital Authority or its successors or nomineesuccessors. 15.8 Within 1 year 3 years of the date of the creation of any Project Intellectual Property the parties shall meet to evaluate the progress of the Company in exploiting the Project Intellectual Property commercially. If in the reasonable opinion of the Hospital or the Agent Authority the Company has not made reasonable endeavours to exploit some or all of the Project Intellectual Property commercially the Hospital Authority may require the relevant Project Intellectual Property to be assigned to or licensed to the Hospital Authority or its nomineessuccessors. 15.9 Any dispute over whether or not the Company has used reasonable endeavours for the purpose of Clause 15.8 shall be settled in London by a barrister specialising in intellectual property law, who has no prior connection with either the Hospital Authority or the Company, or who is otherwise acceptable to the Hospital Authority and the Company. He or she shall be nominated for the purpose by the then Chairman of the General Council of the Bar and shall act as an arbitrator. His or her costs and expenses shall be met by the parties in equal shares. Each party shall supply him or her with such evidence as he or she reasonably requests and shall allow him or her access on reasonable notice to any laboratories or other premises which he or she asks (on reasonable grounds) to inspect. His or her decision shall be a ruling on whether or not the Company has used reasonable endeavours to exploit the relevant Project Intellectual Property commercially. 15.10 For the avoidance of doubt, the parties agree that for the purpose of clause 15.8, the following circumstances shall be conclusive evidence that the Company has failed to use reasonable endeavours:- 15.10.1 the Company is subject to an Insolvency Event; or 15.10.2 the Company has taken steps to exploit the Project Intellectual Property, but in the reasonable opinion of the HospitalAuthority: (i) the resulting product is of insufficient quality or being produced in insufficient quantities to meet the requirements of the NHS; and/or (ii) the resulting product is offered for a price which is over and above market price and/or the level which would be normally charged for a comparably similar product to the NHS. 15.11 The Company shall do or procure to be done all such further acts and things and execute or procure the execution of all such other documents as the Hospital Authority may from time to time require for the purpose of giving the Hospital Authority the full benefit of the provisions of this Agreement. 15.12 By this Agreement the Company irrevocably appoints the Authority as its attorney to sign, execute and deliver on its behalf all deeds and documents and to do all acts and things necessary to give effect to the terms of this Agreement and for vesting in the Authority the full benefit of the assets, rights and benefits to be transferred to the Authority under this Agreement.