Common use of Foreground Intellectual Property Clause in Contracts

Foreground Intellectual Property. 12.1 All Foreground Intellectual Property excluding Catapult Foreground Intellectual Property (as defined in Clause 12.2 below), whether or not it is capable of being a Registered Right will be deemed to be the sole property of COLLABORATOR, regardless of which Party created such Foreground Intellectual Property. COLLABORATOR Foreground Intellectual Property will constitute Confidential Information belonging to COLLABORATOR. COLLABORATOR may take such steps as it may decide from time to time, and at its own expense, to register and maintain any protection for the Foreground Intellectual Property, including filing and prosecuting patent applications. Catapult will ensure that its employees involved in the creation of the Foreground Intellectual Property give COLLABORATOR such assistance as COLLABORATOR may reasonably request in connection with the registration and protection of the Foreground Intellectual Property, including filing and prosecuting patent applications, and taking any action in respect of any alleged or actual infringement of the Foreground Intellectual Property (for clarity, any costs connected with such assistance will be borne by COLLABORATOR). 12.2 All Foreground Intellectual Property that constitutes an Improvement to the Catapult Background Intellectual Property will be owned by Catapult (“Catapult Foreground Intellectual Property”). Subject to COLLABORATOR meeting the conditions under Clause 11.3, enabling Catapult to grant a license to the Catapult Background IP forming part of any Catapult Foreground Intellectual Property to be licensed under this clause, Catapult grants to COLLABORATOR a non-exclusive, fully paid-up, royalty-free, worldwide, sub-licensable licence under the Catapult Foreground Intellectual Property to undertake the Project. Subject to COLLABORATOR meeting the conditions under Clause 11.3, from the Termination Date, such license will extend to permit COLLABORATOR to replicate the Module, or in the alternative, to such extent as required to enable COLLABORATOR to otherwise replicate the COLLABORATOR Manufacturing Process, or to produce the COLLABORATOR Product. Any costs associated with the licence of any Intellectual Property to COLLABORATOR under this Clause 12.2 will be borne by COLLABORATOR. 12.3 To the extent that any Catapult Foreground Intellectual Property is capable of prospective assignment, COLLABORATOR now assigns the Catapult Foreground Intellectual Property to Catapult; and to the extent any Catapult Foreground Intellectual Property cannot prospectively be assigned, COLLABORATOR will assign such Catapult Foreground IP to Catapult as and when they are created, at the request of Catapult. 12.4 To the extent that any COLLABORATOR Foreground Intellectual Property is capable of prospective assignment, Catapult now assigns COLLABORATOR Foreground Intellectual Property to COLLABORATOR; and to the extent any COLLABORATOR Foreground Intellectual Property cannot prospectively be assigned, Catapult will assign such COLLABORATOR Foreground Intellectual Property to COLLABORATOR as and when they are created, at the request of COLLABORATOR. 12.5 Catapult shall have no rights to COLLABORATOR Foreground Intellectual Property developed by COLLABORATOR during its use of the Module, unless any part of the COLLABORATOR Foreground Intellectual Property is directed to and focused on enabling or facilitating Catapult to run the Centre, in which case COLLABORATOR will grant Catapult an irrevocable, non-exclusive, sub-licensable, royalty free and perpetual license to such COLLABORATOR Foreground Intellectual Property.

Foreground Intellectual Property. 12.1 All Foreground Intellectual Property excluding Catapult Foreground Intellectual Property (as defined in Clause 12.2 below), whether or not it is capable of being a Registered Right will be deemed to be the sole property of COLLABORATOR, regardless of which Party created such Foreground Intellectual Property. COLLABORATOR Foreground Intellectual Property will constitute Confidential Information belonging to COLLABORATOR. COLLABORATOR may take such steps as it may decide from time to time, and at its own expense, to register and maintain any protection for the Foreground Intellectual Property, including filing and prosecuting patent applications. Catapult will ensure that its employees involved in the creation of the Foreground Intellectual Property give COLLABORATOR such assistance as COLLABORATOR may reasonably request in connection with the registration and protection of the Foreground Intellectual Property, including filing and prosecuting patent applications, and taking any action in respect of any alleged or actual infringement of the Foreground Intellectual Property (for clarity, any costs connected with such assistance will be borne by COLLABORATOR). 12.2 All Foreground Intellectual Property that constitutes an Improvement to the Catapult Background Intellectual Property will be owned by Catapult (“Catapult Foreground Intellectual Property”). Subject to COLLABORATOR meeting the conditions under Clause 11.3, enabling Catapult to grant a license to the Catapult Background IP forming part of any Catapult Foreground Intellectual Property to be licensed under this clause, Catapult grants to COLLABORATOR a non-exclusive, fully paid-up, royalty-free, worldwide, sub-licensable licence under the Catapult Foreground Intellectual Property to undertake the Project. Subject to COLLABORATOR meeting the conditions under Clause 11.3, from the Termination Date, such license will extend to permit COLLABORATOR to replicate the Module, or in the alternative, to such extent as required to enable COLLABORATOR to otherwise replicate the COLLABORATOR Manufacturing Process, or to produce the COLLABORATOR Product. Any costs associated with the licence of any Intellectual Property to COLLABORATOR under this Clause 12.2 will be borne by COLLABORATOR. 12.3 To the extent that any Catapult Foreground Intellectual Property is capable of prospective assignment, COLLABORATOR now assigns the Catapult Foreground Intellectual Property to Catapult; and to the extent any Catapult Foreground Intellectual Property cannot prospectively be assigned, COLLABORATOR will assign such Catapult Foreground IP to Catapult as and when they are created, at the request of Catapult. 12.4 To the extent that any COLLABORATOR Foreground Intellectual Property is capable of prospective assignment, Catapult now assigns COLLABORATOR Foreground Intellectual Property to COLLABORATOR; and to the extent any COLLABORATOR Foreground Intellectual Property cannot prospectively be assigned, Catapult will assign such COLLABORATOR Foreground Intellectual Property to COLLABORATOR as and when they are created, at the request of COLLABORATOR. 12.5 Catapult shall have no rights to COLLABORATOR Foreground Intellectual Property developed by COLLABORATOR during its use of In the Module, unless event any part of the COLLABORATOR Foreground Intellectual Property is directed required by any Other Collaborator or Catapult in order to operate within the Centre in accordance with GMP and focused on enabling or facilitating Catapult to run the CentreQTA, in which case COLLABORATOR will grant Catapult an irrevocable, a non-exclusive, sub-licensable, royalty free and perpetual license exclusive licence to such Other Collaborators or Catapult of such COLLABORATOR Foreground Intellectual PropertyProperty to operate within the Centre.

Foreground Intellectual Property. 12.1 All Foreground Intellectual Property excluding Catapult Foreground Intellectual Property (as defined in Clause 12.2 below), whether or not it is capable of being a Registered Right will or not, shall be deemed to be the sole property of COLLABORATOR, regardless of which Party created such Foreground Intellectual Property (“COLLABORATOR Foreground Intellectual Property”). COLLABORATOR Foreground Intellectual Property will shall constitute Confidential Information information belonging to COLLABORATOR. COLLABORATOR may take such steps as it may decide from time to time, and at its own expense, to register and maintain any protection for the Foreground Intellectual Property, including filing and prosecuting patent applications. Catapult will shall ensure that its employees involved in the creation of the Foreground Intellectual Property give COLLABORATOR such assistance as COLLABORATOR may reasonably request in connection with the registration and protection of the Foreground Intellectual Property, including filing and prosecuting patent applications, and taking any action in respect of any alleged or actual infringement of the Foreground Intellectual Property (and for clarity, any out of pocket costs connected of Catapult associated with such assistance will be borne reimbursed by COLLABORATOR). 12.2 All Foreground Intellectual Property that constitutes an Improvement improvement to the Catapult Background Intellectual Property will shall be owned by Catapult (“Catapult Foreground Intellectual Property”). Subject to COLLABORATOR meeting the conditions under Clause 11.3, enabling Catapult to grant a license to the Catapult Background IP forming part of any Catapult Foreground Intellectual Property to be licensed under this clause, Catapult grants to COLLABORATOR a non-exclusive, fully paid-up, royalty-free, worldwide, sub-licensable sublicensable licence under the Catapult Foreground Intellectual Property to undertake the Project. Subject to COLLABORATOR meeting the conditions under Clause 11.3, from From the Termination Date, such license will extend to permit COLLABORATOR to replicate the Module, or in the alternative, and to such extent as required to enable COLLABORATOR to otherwise replicate replicate, utilise and develop the COLLABORATOR Manufacturing Process, or and/or to produce and exploit the COLLABORATOR Product. Any costs associated with the , provided that it is acknowledged that any licence of to any Catapult Background Intellectual Property forming part of, or that is required to COLLABORATOR under this use such licensed Catapult Foreground Intellectual Property will remain subject to the restrictions and conditions of use in Clause 12.2 will be borne by COLLABORATOR11.3 regarding Third Party Intellectual Property. 12.3 To the extent that any Catapult Foreground Intellectual Property is capable of prospective assignment, COLLABORATOR now hereby assigns the Catapult Foreground Intellectual Property to Catapult; and to the extent any Catapult Foreground Intellectual Property cannot prospectively be assigned, COLLABORATOR will shall assign such Catapult Foreground IP to Catapult as and when they are created, at the request of Catapult (and for clarity, any out of pocket costs of COLLABORATOR associated with such assignment will be reimbursed by Catapult). 12.4 To the extent that any COLLABORATOR Foreground Intellectual Property is capable of prospective assignment, Catapult now hereby assigns COLLABORATOR Foreground Intellectual Property to COLLABORATOR; and to the extent any COLLABORATOR Foreground Intellectual Property cannot prospectively be assigned, Catapult will shall assign such COLLABORATOR Foreground Intellectual Property to COLLABORATOR as and when they are created, at the request of COLLABORATOR (and for clarity, any out of pocket costs of Catapult associated with such assignment will be reimbursed by COLLABORATOR). 12.5 Catapult shall have no rights to COLLABORATOR Foreground Intellectual Property developed by COLLABORATOR during its use of the Module, unless any part of the COLLABORATOR Foreground Intellectual Property is directed to and focused on enabling or facilitating Catapult to run the Centre, in which case COLLABORATOR will grant Catapult an irrevocable, non-exclusive, sub-licensable, royalty free and perpetual license to such COLLABORATOR Foreground Intellectual Property.

Foreground Intellectual Property. 12.1 All Foreground Intellectual Property excluding Catapult Foreground Intellectual Property (as defined in Clause 12.2 below), whether or not it is capable of being a Registered Right will be deemed to be the sole property of COLLABORATOR, regardless of which Party created such Foreground Intellectual Property. COLLABORATOR COLLABORATOR’s Foreground Intellectual Property will constitute Confidential Information belonging to COLLABORATOR. COLLABORATOR may take such steps as it may decide from time to time, and at its own expense, to register and maintain any protection for the Foreground Intellectual Property, including filing and prosecuting patent applications. Catapult will ensure that its employees involved in the creation of the Foreground Intellectual Property give COLLABORATOR such assistance as COLLABORATOR may reasonably request in connection with the registration and protection of the Foreground Intellectual Property, including filing and prosecuting patent applications, and taking any action in respect of any alleged or actual infringement of the Foreground Intellectual Property (for clarity, any costs connected with such assistance will be borne by COLLABORATOR). 12.2 All Foreground Intellectual Property that constitutes an Improvement to the Catapult Catapult’s Background Intellectual Property will be owned by Catapult Catapult, regardless of which Party created such Foreground Intellectual Property (“Catapult Foreground Intellectual Property”). All Catapult Foreground Intellectual Property will constitute Confidential Information belonging to Catapult. Catapult may take such steps as it may decide from time to time, and at its own expense, to register and maintain any protection for the Catapult Foreground Intellectual Property, including filing and prosecuting patent applications. COLLABORATOR will ensure that its employees involved in the creation of any Catapult Foreground Intellectual Property give Catapult such assistance as Catapult may reasonably request in connection with the registration and protection of the Catapult Foreground Intellectual Property, including filing and prosecuting patent applications, and taking any action in respect of any alleged or actual infringement of the Catapult Foreground Intellectual Property (for clarity, any costs connected with such assistance will be borne by Catapult). Subject to COLLABORATOR meeting the conditions under Clause 11.3, enabling Catapult to grant a license to the Catapult Background IP Intellectual Property forming part of any Catapult Foreground Intellectual Property to be licensed to COLLABORATOR under this clause, Catapult grants to COLLABORATOR a non-exclusive, fully paid-up, royalty-free, worldwide, sub-licensable licence under the Catapult Foreground Intellectual Property to undertake the Project. Subject to COLLABORATOR meeting the conditions under Clause 11.3, from the Termination Date, such license licence will extend to permit COLLABORATOR to replicate the Module, or in the alternative, to such extent as required to enable COLLABORATOR to otherwise replicate the COLLABORATOR Manufacturing Process, or to produce the COLLABORATOR Product. Any costs associated with the licence license of any Intellectual Property to COLLABORATOR under this Clause 12.2 will be borne by COLLABORATOR. 12.3 To the extent that any Catapult Foreground Intellectual Property is capable of prospective assignment, COLLABORATOR now assigns the Catapult Foreground Intellectual Property to Catapult; and to the extent any Catapult Foreground Intellectual Property cannot prospectively be assigned, COLLABORATOR will assign such Catapult Foreground IP Intellectual Property to Catapult as and when they are created, at the request of Catapult. 12.4 To the extent that any COLLABORATOR of COLLABORATOR’s Foreground Intellectual Property is capable of prospective assignment, Catapult now assigns COLLABORATOR COLLABORATOR’s Foreground Intellectual Property to COLLABORATOR; and to the extent any COLLABORATOR of COLLABORATOR’s Foreground Intellectual Property cannot prospectively be assigned, Catapult will assign such COLLABORATOR Foreground Intellectual Property to COLLABORATOR as and when they are created, at the request of COLLABORATOR. 12.5 Catapult shall have no rights to COLLABORATOR Foreground Intellectual Property developed by COLLABORATOR during its use of In the Module, unless event any part of the COLLABORATOR Foreground Intellectual Property is directed required by any Other Collaborator or Catapult in order to operate within the Centre in accordance with GMP and focused on enabling or facilitating Catapult to run the CentreQTA, in which case COLLABORATOR will grant Catapult an irrevocable, a non-exclusive, sub-licensable, royalty free and perpetual license licence to such Other Collaborators and Catapult of such COLLABORATOR Foreground Intellectual PropertyProperty to operate within the Centre.

Foreground Intellectual Property. 12.1 All Foreground i) Intellectual Property excluding Catapult developed by Seller when performing its obligations under this Agreement is considered Foreground Intellectual Property (as defined in Clause 12.2 below“Foreground Intellectual Property”). ii) Purchaser shall own all Foreground Intellectual Property along with any Intellectual Property Rights thereto. As required under the terms of an Order or at Purchaser’s request, whether or not it is capable of being a Registered Right will be deemed to be the sole property of COLLABORATOR, regardless of which Party created Seller shall deliver all such Foreground Intellectual Property. COLLABORATOR Property to Purchaser. iii) Seller hereby assigns and agrees to assign all rights in Foreground Intellectual Property to Purchaser. In addition, Seller, will constitute Confidential Information belonging provide reasonable, timely assistance to COLLABORATOR. COLLABORATOR may take such steps as it may decide from time Purchaser (at Purchaser’s expense) to time, and at its own expense, enable Purchaser to register and maintain any protection for the secure Intellectual Property Rights in Foreground Intellectual Property. iv) When an Order includes line items for Goods and/or Services or an adaption or improvement to existing Goods and/or Services, including filing and prosecuting patent applications. Catapult will ensure that its employees involved in the creation of the Intellectual Property relating to such line items shall be considered Foreground Intellectual Property give COLLABORATOR unless Seller establishes by documented evidence that such assistance as COLLABORATOR may reasonably request in connection with the registration and protection Intellectual Property was developed wholly outside of the Foreground scope of this Agreement, and without use of Purchaser’s funds, Purchaser’s Property, and Purchaser’s Background Intellectual Property, including filing and prosecuting patent applications, and taking any action in respect of any alleged or actual infringement of the Foreground Intellectual Property (for clarity, any costs connected with such assistance will be borne by COLLABORATOR). 12.2 v) All Foreground Intellectual Property that constitutes an Improvement to is considered “Work Made for Hire” as defined in in Section 101 of the Catapult Background United States Copyright Act, 17 U.S.C. § 101, and used in 17 U.S.C. § 201 (or relevant EU legislation and the UK Copyright, Design and Patents Act 1988, c. 48, as amended), shall be deemed a “work made for hire” under this Agreement, with all right, title and interest in such Foreground Intellectual Property vesting with Purchaser. vi) Seller will be owned by Catapult procure from its employees and subcontractors at Seller’s sole expense (“Catapult including any compensation due Seller’s employees), all Intellectual Property Rights in Foreground Intellectual Property”). Subject to COLLABORATOR meeting Further, Seller will secure from Seller’s employees and subcontractors the conditions under Clause 11.3execution of all patent applications, enabling Catapult to grant a license to the Catapult Background IP forming part of any Catapult assignments, and other instruments necessary for procuring Intellectual Property Rights and vesting title in Foreground Intellectual Property to be licensed under this clause, Catapult grants to COLLABORATOR a non-exclusive, fully paid-up, royalty-free, worldwide, sub-licensable licence under the Catapult Foreground Intellectual Property to undertake the Project. Subject to COLLABORATOR meeting the conditions under Clause 11.3, from the Termination Date, such license will extend to permit COLLABORATOR to replicate the Module, or in the alternative, to such extent as required to enable COLLABORATOR to otherwise replicate the COLLABORATOR Manufacturing Process, or to produce the COLLABORATOR Product. Any costs associated with the licence of any Intellectual Property to COLLABORATOR under this Clause 12.2 will be borne by COLLABORATORfor Purchaser. 12.3 To the extent that any Catapult Foreground Intellectual Property is capable of prospective assignment, COLLABORATOR now assigns the Catapult Foreground Intellectual Property to Catapult; and to the extent any Catapult Foreground Intellectual Property cannot prospectively be assigned, COLLABORATOR will assign such Catapult Foreground IP to Catapult as and when they are created, at the request of Catapult. 12.4 To the extent that any COLLABORATOR Foreground Intellectual Property is capable of prospective assignment, Catapult now assigns COLLABORATOR Foreground Intellectual Property to COLLABORATOR; and to the extent any COLLABORATOR Foreground Intellectual Property cannot prospectively be assigned, Catapult will assign such COLLABORATOR Foreground Intellectual Property to COLLABORATOR as and when they are created, at the request of COLLABORATOR. 12.5 Catapult shall have no rights to COLLABORATOR Foreground Intellectual Property developed by COLLABORATOR during its use of the Module, unless any part of the COLLABORATOR Foreground Intellectual Property is directed to and focused on enabling or facilitating Catapult to run the Centre, in which case COLLABORATOR will grant Catapult an irrevocable, non-exclusive, sub-licensable, royalty free and perpetual license to such COLLABORATOR Foreground Intellectual Property.