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 it is capable of being a Registered Right 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 shall 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 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 of Catapult associated with such assistance will be reimbursed by COLLABORATOR). 12.2 All Foreground Intellectual Property that constitutes an improvement to the Catapult Background Intellectual Property shall be owned by Catapult (“Catapult Foreground Intellectual Property”). Catapult grants to COLLABORATOR a non-exclusive, fully paid-up, royalty-free, worldwide, sublicensable licence under the Catapult Foreground Intellectual Property to undertake the Project. From the Termination Date, such license will extend to permit COLLABORATOR to replicate the Module, and to such extent as required to enable COLLABORATOR to otherwise replicate, utilise and develop the COLLABORATOR Process, and/or to produce and exploit the COLLABORATOR Product, provided that it is acknowledged that any licence to any Catapult Background Intellectual Property forming part of, or that is required to use such licensed Catapult Foreground Intellectual Property will remain subject to the restrictions and conditions of use in Clause 11.3 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 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 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).

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 or not, shall will 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 shall will 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 shall 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 (and for clarity, any out of pocket costs of Catapult associated connected with such assistance will be reimbursed borne by COLLABORATOR). 12.2 All Foreground Intellectual Property that constitutes an improvement Improvement to the Catapult Background Intellectual Property shall 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, sublicensable sub-licensable licence under the Catapult Foreground Intellectual Property to undertake the Project. From 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, and or in the alternative, to such extent as required to enable COLLABORATOR to otherwise replicate, utilise and develop replicate the COLLABORATOR Manufacturing Process, and/or or to produce and exploit the COLLABORATOR Product, provided that it is acknowledged that . Any costs associated with the licence of any licence to any Catapult Background Intellectual Property forming part of, or that is required to use such licensed Catapult Foreground Intellectual Property COLLABORATOR under this Clause 12.2 will remain subject to the restrictions and conditions of use in Clause 11.3 regarding Third Party Intellectual Propertybe borne by COLLABORATOR. 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 shall will 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 shall 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 for clarityfocused on enabling or facilitating Catapult to run the Centre, any out of pocket costs of in which case COLLABORATOR will grant Catapult associated with an irrevocable, non-exclusive, sub-licensable, royalty free and perpetual license to such assignment will be reimbursed by COLLABORATOR)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 or not, shall will 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 shall will 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 shall 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 (and for clarity, any out of pocket costs of Catapult associated connected with such assistance will be reimbursed borne by COLLABORATOR). 12.2 All Foreground Intellectual Property that constitutes an improvement Improvement to the Catapult Background Intellectual Property shall 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, sublicensable sub-licensable licence under the Catapult Foreground Intellectual Property to undertake the Project. From 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, and or in the alternative, to such extent as required to enable COLLABORATOR to otherwise replicate, utilise and develop replicate the COLLABORATOR Manufacturing Process, and/or or to produce and exploit the COLLABORATOR Product, provided that it is acknowledged that . Any costs associated with the licence of any licence to any Catapult Background Intellectual Property forming part of, or that is required to use such licensed Catapult Foreground Intellectual Property COLLABORATOR under this Clause 12.2 will remain subject to the restrictions and conditions of use in Clause 11.3 regarding Third Party Intellectual Propertybe borne by COLLABORATOR. 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 shall will 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 shall will assign such COLLABORATOR Foreground Intellectual Property to COLLABORATOR as and when they are created, at the request of COLLABORATOR. 12.5 In the event any COLLABORATOR (Foreground Intellectual Property is required by any Other Collaborator or Catapult in order to operate within the Centre in accordance with GMP and for claritythe QTA, any out COLLABORATOR will grant a non-exclusive licence to such Other Collaborators or Catapult of pocket costs of Catapult associated with such assignment will be reimbursed by COLLABORATOR)COLLABORATOR Foreground Intellectual Property 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 or not, shall will be deemed to be the sole property of COLLABORATOR, regardless of which Party created such Foreground Intellectual Property (“COLLABORATOR Foreground Intellectual Property”). COLLABORATOR COLLABORATOR’s Foreground Intellectual Property shall will 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 shall 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 (and for clarity, any out of pocket costs of Catapult associated connected with such assistance will be reimbursed borne by COLLABORATOR). 12.2 All Foreground Intellectual Property that constitutes an improvement Improvement to the Catapult Catapult’s Background Intellectual Property shall 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 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, sublicensable sub-licensable licence under the Catapult Foreground Intellectual Property to undertake the Project. From 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, and or in the alternative, to such extent as required to enable COLLABORATOR to otherwise replicate, utilise and develop replicate the COLLABORATOR Manufacturing Process, and/or or to produce and exploit the COLLABORATOR Product, provided that it is acknowledged that . Any costs associated with the license of any licence to any Catapult Background Intellectual Property forming part of, or that is required to use such licensed Catapult Foreground Intellectual Property COLLABORATOR under this Clause 12.2 will remain subject to the restrictions and conditions of use in Clause 11.3 regarding Third Party Intellectual Propertybe borne by COLLABORATOR. 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 shall will assign such Catapult Foreground IP Intellectual Property 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 of COLLABORATOR’s Foreground Intellectual Property is capable of prospective assignment, Catapult now hereby 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 shall will assign such COLLABORATOR Foreground Intellectual Property to COLLABORATOR as and when they are created, at the request of COLLABORATOR. 12.5 In the event any COLLABORATOR (Foreground Intellectual Property is required by any Other Collaborator or Catapult in order to operate within the Centre in accordance with GMP and for claritythe QTA, any out COLLABORATOR will grant a non-exclusive, sub-licensable, royalty free and perpetual licence to such Other Collaborators and Catapult of pocket costs of Catapult associated with such assignment will be reimbursed by COLLABORATOR)COLLABORATOR Foreground Intellectual Property to operate within the Centre.