Common use of INTELLECTUAL PROPERTY AND LICENSE RIGHTS Clause in Contracts

INTELLECTUAL PROPERTY AND LICENSE RIGHTS. 7.1. Each Party shall remain the owner or authorised user of all its Background IP and nothing in this Agreement, save as specifically provided for herein, shall be deemed to grant impliedly or otherwise, ownership of or rights of use of such Background IP to the other Party. Each Party may, at its sole discretion, disclose its Background IP to the other Party for use in connection with the Research Project but such Background IP shall only be used by the other Party for the purpose of the Research Project and for no other purpose. It is agreed that no Party shall be compelled to disclose any of its trade secrets or Confidential Information as part of its Background IP licensed hereunder. 7.2. All rights, interests and title to the Project IP shall be […***…] by the Parties. 7.3. The commercialisation of the NTU Background IP and of the Project IP shall be governed by the following provisions a) NTU hereby grants the Company an option to negotiate for a non-exclusive license (in a designated field of use, where appropriate) of the NTU Background IP and an exclusive license of the Project IP (the “Option”) on commercial terms and conditions based on and comprising all the terms set out in Schedule 2 which constitutes an integral part of this Agreement (non-binding provisions therein remaining non-binding however). The Option may be exercised by the Company by service in writing to NTU of an “Exercise Notice” at any time during the term of this Agreement and within […***…] after expiry of the term of this Agreement (the “Option Period”). For the avoidance of doubt, it is agreed that Schedule 2 annexed hereto substantially sets out all the terms and conditions of the Exclusive License Agreement that both NTU and the Company consider essential and fundamental, all other terms and conditions being merely ancillary. The Parties shall finalize and execute such license agreement within […***…] following receipt by NTU of the Exercise Notice (the “Negotiation Period”). b) If the Option is not exercised by the Company during the Option Period, NTU shall not have any further obligation to the Company in this regard. c) If the Option is exercised by the Company, it is hereby agreed that upon the grant of the exclusive licence in the relevant Project IP to the Company:- (i) All and any decisions on the filing of any IP Application to protect the relevant Project IP shall be at the Company’s sole discretion and the Company shall coordinate with NTU as to the IP Applications which it wishes to file for such Project IP. The Company shall be responsible for managing the filings, prosecution and maintenance of the IP Applications. The Company shall keep NTU informed of the status of the IP Applications from time to time. NTU shall do all such other acts and things as may be necessary as the Company may reasonably request, at the Company’s cost and expense, to assist or enable the Company to maintain the IP Applications. The Company shall further ensure compliance with all applicable Singapore and other patent laws and regulations when filing the IP Applications, including obtaining any necessary national security clearances from the Intellectual Property Office of Singapore prior to any foreign filings of IP Applications; (ii) The Company shall be responsible for all IP Expenses associated with such IP Applications. The Company shall further reimburse NTU for all IP Expenses for such IP Applications that may have been incurred by NTU before the effective date of the grant of the exclusive commercialisation rights to the Company; and (iii) All such IP Applications shall be filed in the joint names of NTU and the Company as the joint owners thereof. d) If the Option in respect of the Project lP is not exercised by the Company during the Option Period, […***…], subject to […***…], but in the case of […***…], subject to […***…]. Where […***…] pursuant to this Clause 7.3 (d) […***…]. 7.4. Subject to any exclusive commercialisation agreement entered into by the Parties pursuant to Clause 7.3 above, the Parties shall manage all IP Applications for the Project IP in accordance with the following provisions: a) The Parties shall appoint the Company to be the IP Lead Party to take the lead in the preparation, filing, prosecution and maintenance of all such IP Applications in accordance with the terms of this Agreement. b) […***…] the filing of any such IP Applications. All such IP Applications shall be filed in the […***…]. c) The IP Lead Party shall provide the other Party: (i) a copy of any draft of such IP Application sufficiently prior to filing to permit the other Party reasonable opportunity to review and make comments thereon; (ii) copies of all substantive communications received from patent offices with respect to such filings; and (iii) copies of all grants or certificates of registration of any such IP Applications. The IP Lead Party shall further ensure compliance with all applicable Singapore and other patent laws and regulations when filing the IP Applications, including obtaining any necessary national security clearances from the Intellectual Property Office of Singapore prior to any foreign filings of IP Applications. d) The Parties shall […***…] in relation to such IP Applications. The IP Lead Party shall maintain adequate records showing all such IP Expenses incurred. In the event that the IP Lead Party anticipates the possibility of any extraordinary expenditure of more than […***…] in relation to any single event arising from the preparation, filing, prosecution or maintenance of any such IP Application, the IP Lead Party shall provide the other Party with full particulars and shall discuss with the other Party a mutually acceptable course of action prior to incurring such expenditure. The other Party shall pay for its share of the IP Expenses after receiving an invoice for such IP Expenses. e) The Parties agree to give each other reasonable assistance in obtaining the IP protection for the Project IP and in the preparation, filing, prosecution and maintenance of any such IP Application filed and shall cause to be executed all assignments and other instruments and documents as may be necessary or appropriate. f) The IP Lead Party shall not abandon the prosecution or maintenance of any such IP Application without the prior written consent of the other Party, such consent not to be unreasonably withheld. g) In the event that one Party elects not to seek or maintain any such IP Application in respect of a particular country or not to share in the IP Expenses thereof (the “Non-Electing Party”), the Non-Electing Party shall notify the other Party of such decision (the “Notification”). (i) Notwithstanding the Notification, the Non-Electing Party shall continue to be liable to pay for its share of the IP Expenses incurred or committed or arising from work carried out prior to the date of such Notification. (ii) The other Party (the “Electing Party”) shall have the right to seek or maintain such IP Application in such country in both Parties’ name at the Electing Party’s own expense, and shall have full control over the prosecution and maintenance thereof. (iii) The Electing Party shall have the right to […***…] the IP Application in such country and to […***…]. (iv) The Non-Electing Party shall cease to have any rights: (1) to […***…] such IP Application in such country; and (2) to […***…] such IP Application in such country. 7.5. For the purposes of this Clause, the Company agrees that: a) NTU may assign and/or transfer to NTUitive all of NTU’s legal rights to and ownership in the Project IP, and the Company agrees that NTU shall be so entitled to assign and/or transfer such rights and ownership without further reference to the Company, or any obligation to obtain the Company’s consent; and b) NTU may novate or assign all or any of its rights and/or obligations under Clauses 7.3 and 7.4 above to NTUitive and in such case and where applicable, references to NTU in Clauses 7.3 and 7.4 shall be deemed to refer to NTUitive. 7.6. Each Party shall have the unfettered right to use the Project IP for its academic, research, development and other non-commercial purposes.

INTELLECTUAL PROPERTY AND LICENSE RIGHTS. 7.1. Each Party shall remain the owner or authorised user of all its Background IP and nothing in this Agreement, save as specifically provided for herein, shall be deemed to grant impliedly or otherwise, ownership of or rights of use of such Background IP to the other Party. Each Party may, at its sole discretion, disclose its Background IP to the other Party for use in connection with the Research Project but such Background IP shall only be used by the other Party for the purpose of the Research Project and for no other purpose. It is agreed that no Party shall be compelled to disclose any of its trade secrets or Confidential Information as part of its Background IP licensed hereunder. 7.2. All rights, interests and title to the Project IP shall be […***…] by the Parties. 7.3. The commercialisation of the NTU Background IP and of the Project IP shall be governed by the following provisions a) NTU hereby grants the Company an option to negotiate for a non-exclusive license (in a designated field of use, where appropriate) of the NTU Background IP and an exclusive license of the Project IP (the “Option”) on commercial terms and conditions based on and comprising all the terms set out in Schedule 2 which constitutes an integral part of this Agreement (non-binding provisions therein remaining non-binding however). The Option may be exercised by the Company by service in writing to NTU of an “Exercise Notice” at any time during the term of this Agreement and within […***…] after expiry of the term of this Agreement (the “Option Period”). For the avoidance of doubt, it is agreed that Schedule 2 annexed hereto substantially sets out all the terms and conditions of the Exclusive License Agreement that both NTU and the Company consider essential and fundamental, all other terms and conditions being merely ancillary. The Parties shall finalize and execute such license agreement within […***…] following receipt by NTU of the Exercise Notice (the “Negotiation Period”). b) If the Option is not exercised by the Company during the Option Period, NTU shall not have any further obligation to the Company in this regard.. ***Confidential Treatment Requested Page 7 of 30 LICENSING AND RESEARCH COLLABORATION AGREEMENT c) If the Option is exercised by the Company, it is hereby agreed that upon the grant of the exclusive licence in the relevant Project IP to the Company:- (i) All and any decisions on the filing of any IP Application to protect the relevant Project IP shall be at the Company’s sole discretion and the Company shall coordinate with NTU as to the IP Applications which it wishes to file for such Project IP. The Company shall be responsible for managing the filings, prosecution and maintenance of the IP Applications. The Company shall keep NTU informed of the status of the IP Applications from time to time. NTU shall do all such other acts and things as may be necessary as the Company may reasonably request, at the Company’s cost and expense, to assist or enable the Company to maintain the IP Applications. The Company shall further ensure compliance with all applicable Singapore and other patent laws and regulations when filing the IP Applications, including obtaining any necessary national security clearances from the Intellectual Property Office of Singapore prior to any foreign filings of IP Applications; (ii) The Company shall be responsible for all IP Expenses associated with such IP Applications. The Company shall further reimburse NTU for all IP Expenses for such IP Applications that may have been incurred by NTU before the effective date of the grant of the exclusive commercialisation rights to the Company; and (iii) All such IP Applications shall be filed in the joint names of NTU and the Company as the joint owners thereof. d) If the Option in respect of the Project lP is not exercised by the Company during the Option Period, […***…], subject to […***…], but in the case of […***…], subject to […***…]. Where […***…] pursuant to this Clause 7.3 (d) […***…]. 7.4. Subject to any exclusive commercialisation agreement entered into by the Parties pursuant to Clause 7.3 above, the Parties shall manage all IP Applications for the Project IP in accordance with the following provisions: a) The Parties shall appoint the Company to be the IP Lead Party to take the lead in the preparation, filing, prosecution and maintenance of all such IP Applications in accordance with the terms of this Agreement. b) […***…] the filing of any such IP Applications. All such IP Applications shall be filed in the […***…]. c) The IP Lead Party shall provide the other Party: (i) a copy of any draft of such IP Application sufficiently prior to filing to permit the other Party reasonable opportunity to review and make comments thereon;; LICENSING AND RESEARCH COLLABORATION AGREEMENT (ii) copies of all substantive communications received from patent offices with respect to such filings; and (iii) copies of all grants or certificates of registration of any such IP Applications. The IP Lead Party shall further ensure compliance with all applicable Singapore and other patent laws and regulations when filing the IP Applications, including obtaining any necessary national security clearances from the Intellectual Property Office of Singapore prior to any foreign filings of IP Applications. d) The Parties shall […***…] in relation to such IP Applications. The IP Lead Party shall maintain adequate records showing all such IP Expenses incurred. In the event that the IP Lead Party anticipates the possibility of any extraordinary expenditure of more than […***…] in relation to any single event arising from the preparation, filing, prosecution or maintenance of any such IP Application, the IP Lead Party shall provide the other Party with full particulars and shall discuss with the other Party a mutually acceptable course of action prior to incurring such expenditure. The other Party shall pay for its share of the IP Expenses after receiving an invoice for such IP Expenses. e) The Parties agree to give each other reasonable assistance in obtaining the IP protection for the Project IP and in the preparation, filing, prosecution and maintenance of any such IP Application filed and shall cause to be executed all assignments and other instruments and documents as may be necessary or appropriate. f) The IP Lead Party shall not abandon the prosecution or maintenance of any such IP Application without the prior written consent of the other Party, such consent not to be unreasonably withheld. g) In the event that one Party elects not to seek or maintain any such IP Application in respect of a particular country or not to share in the IP Expenses thereof (the “Non-Electing Party”), the Non-Electing Party shall notify the other Party of such decision (the “Notification”). (i) Notwithstanding the Notification, the Non-Electing Party shall continue to be liable to pay for its share of the IP Expenses incurred or committed or arising from work carried out prior to the date of such Notification. (ii) The other Party (the “Electing Party”) shall have the right to seek or maintain such IP Application in such country in both Parties’ name at the Electing Party’s own expense, and shall have full control over the prosecution and maintenance thereof. (iii) The Electing Party shall have the right to […***…] the IP Application in such country and to […***…]. (iv) The Non-Electing Party shall cease to have any rights: (1) to […***…] such IP Application in such country; and (2) to […***…] such IP Application in such country.. LICENSING AND RESEARCH COLLABORATION AGREEMENT 7.5. For the purposes of this Clause, the Company agrees that: a) NTU may assign and/or transfer to NTUitive all of NTU’s legal rights to and ownership in the Project IP, and the Company agrees that NTU shall be so entitled to assign and/or transfer such rights and ownership without further reference to the Company, or any obligation to obtain the Company’s consent; and b) NTU may novate or assign all or any of its rights and/or obligations under Clauses 7.3 and 7.4 above to NTUitive and in such case and where applicable, references to NTU in Clauses 7.3 and 7.4 shall be deemed to refer to NTUitive. 7.6. Each Party shall have the unfettered right to use the Project IP for its academic, research, development and other non-commercial purposes.