Common use of Intellectual Property Ownership and Protection Clause in Contracts

Intellectual Property Ownership and Protection. 8.1 In the event that any Programme Intellectual Property arises, it shall be the property of PTC. Any Programme Patents arising from such Programme Intellectual Property shall be applied for in the name of PTC. PTC shall have the first option to take responsibility for seeking and maintaining protection for Programme Intellectual Property in consultation with the RSG at PTC’s sole cost, including the filing, conduct, prosecution and maintenance of all patents arising in respect of Programme Inventions. 8.2 If PTC chooses not to pursue filing, prosecution or maintenance of any Programme Patents in any country, it shall immediately notify the Trust of this fact in writing. The Trust shall be entitled, but not obliged, at its own cost, to pursue or maintain such Programme Patents in the relevant country or countries in PTC’s name and PTC shall provide such assistance to the Trust at the Trust’s sole cost as may reasonably be required by the Trust in order to do so. 8.3 Without prejudice to the terms of this Clause 8.3, PTC shall (and shall procure that the Principal Investigator shall) execute such further documents, take such action and do such things as may be reasonably requested by the Trust at the Trust’s cost to secure the right of the Trust to protect, maintain, manage, defend, enforce and exploit the Programme Intellectual Property referred to in this Clause 8 and Clauses 9, 10, 11 and 12 below. 8.4 PTC shall make the Background Intellectual Property available for use in the Programme and for the protection, development and exploitation of the Programme Intellectual Property. PTC shall, unless otherwise agreed, retain responsibility for seeking and maintaining protection for the Background Intellectual Property at its own cost. If PTC chooses not to pursue filing, prosecution, maintenance, defence or enforcement of any patent rights that are Background Intellectual Property in any country, they shall give the Trust at least [**] months’ notice of this fact in writing. During the [**]-month notice period, PTC shall continue to seek and maintain such patent rights. The Trust shall be entitled, but not obliged, at its own cost, to assume responsibility (on behalf of PTC) for filing, prosecuting, maintaining, defending or enforcing such patent rights in the relevant country or countries in PTC’s name and PTC shall provide such assistance to the Trust at the Trust’s cost as may reasonably be required by the Trust in order to do so.

Intellectual Property Ownership and Protection. 8.1 In the event that any Programme Intellectual Property arises, it shall be the property of PTC. Any Programme Patents arising from such Programme Intellectual Property shall be applied for in the name of PTC. PTC shall have the first option to take responsibility for seeking and maintaining protection for Programme Intellectual Property in consultation with the RSG at PTC’s sole cost, including the filing, conduct, prosecution and maintenance of all patents arising in respect of Programme Inventions. 8.2 If PTC chooses not to pursue filing, prosecution or maintenance of any Programme Patents in any country, it shall immediately notify the Trust of this fact in writing. The Trust shall be entitled, but not obliged, at its own cost, to pursue or maintain such Programme Patents in the relevant country or countries in PTC’s name and PTC shall provide such assistance to the Trust at the Trust’s sole cost as may reasonably be required by the Trust in order to do so. 8.3 Without prejudice to the terms of this Clause 8.3, PTC shall (and shall procure that the Principal Investigator shall) execute such further documents, take such action and do such things as may be reasonably requested by the Trust at the Trust’s cost to secure the right of the Trust to protect, maintain, manage, defend, enforce and exploit the Programme Intellectual Property referred to in this Clause 8 and Clauses 9, 10, 11 and 12 below. 8.4 PTC shall make the Background Intellectual Property available for use in the Programme and for the protection, development and exploitation of the Programme Intellectual Property. PTC shall, unless otherwise agreed, retain responsibility for seeking and maintaining protection for the Background Intellectual Property at its own cost. If PTC chooses not to pursue filing, prosecution, maintenance, defence or enforcement of any patent rights that are Background Intellectual Property in any country, they shall give the Trust at least [**] months’ notice of this fact in writing. During the [**]-month notice period, PTC shall continue to seek and maintain such patent rights. The Trust shall be entitled, but not obliged, at its own cost, to assume responsibility (on behalf of PTC) for filing, prosecuting, maintaining, defending or enforcing such patent rights in the relevant country or countries in PTC’s name and PTC shall provide such assistance to the Trust at the Trust’s cost as may reasonably be required by the Trust in order to do so. 8.5 The Trust acknowledges that portions of the PTC Previous Research were funded by the US Government. Notwithstanding anything in this Agreement to the contrary, the rights of the Trust with respect to Background Intellectual Property shall be subject to the rights of the US Government in such Background Intellectual Property.

Intellectual Property Ownership and Protection. 8.1 6.1 In the event that any Programme Project Intellectual Property arises, it shall be the property of PTCthe Organisation. Any Programme Project Patents arising from such Programme the Project Intellectual Property shall be applied for in the name of PTCthe Organisation, or its delegated nominee. PTC Organisation shall have the first option to take responsibility be responsible for seeking and maintaining protection for Programme Project Intellectual Property in consultation with the RSG at PTC’s its sole cost, including the filing, conduct, prosecution and maintenance of all patents arising in respect of Programme Project Inventions. 8.2 6.2 If PTC Organisation chooses not to pursue filing, prosecution or maintenance of any Programme Project Patents in any country, it shall immediately notify the Trust BHF of this fact in writing. The Trust BHF shall be entitled, but not obliged, at its own cost, to pursue or maintain such Programme Project Patents in the relevant country or countries in PTCthe Organisation’s name and PTC Organisation shall provide such assistance to the Trust BHF at the TrustBHF’s sole cost as may reasonably be required by the Trust BHF in order to do so. 8.3 Without prejudice 6.3 If BHF decides to exploit the terms of this Clause 8.3Project Intellectual Property pursuant to clause 6.2, PTC Organisation shall (and shall procure that the Principal Investigator shall) execute such further documents, take such action and do such things as may be reasonably requested by the Trust BHF at the TrustBHF’s cost to secure the right of the Trust BHF to protect, maintain, manage, defend, enforce and exploit the Programme Project Intellectual Property. 6.4 Subject to Clause 7 and pursuant to clauses 6.2 and 6.3 above, the Organisation reserves the non-exclusive, royalty-free, sub-licensable right to use the Project Intellectual Property referred to and Project Inventions for the purposes only of its own internal academic teaching, publication and academic research purposes, provided that such research is not carried out in this Clause 8 and Clauses 9, 10, 11 and 12 belowcollaboration with or for the benefit of any commercial third party. 8.4 PTC shall 6.5 The Organisation shall, where it is reasonably able to do so, make the Background Intellectual Property available for use in the Programme Project and for the protection, development and protection or exploitation of the Programme Project Intellectual Property. PTC shallUnless otherwise agreed in writing with BHF, unless otherwise agreed, the Organisation shall retain responsibility for seeking and maintaining protection for the Background Intellectual Property at its own cost. If PTC the Organisation chooses not to pursue filing, prosecution, maintenance, defence or enforcement of any patent rights that are Background Intellectual Property in any country, they it shall give the Trust BHF at least [**] three (3) months’ notice of this fact in writing. During the [**]-month three-month notice period, PTC the Organisation shall continue to seek and maintain such patent rights. The Trust BHF shall be entitled, but not obliged, at its own cost, to assume responsibility (on behalf of PTCthe Organisation) for filing, prosecuting, maintaining, defending or enforcing such patent rights in the relevant country or countries in PTCthe Organisation’s name and PTC the Organisation shall provide such assistance to the Trust BHF (at the TrustBHF’s cost cost) as BHF may reasonably be required by the Trust require in order to do so.