Common use of Project Technology Clause in Contracts

Project Technology. 5.1 At all times during the Project SUMITOMO shall ensure full and prompt disclosure to SUMATION of all Project Technology. All such disclosures shall be subject to the provisions of clause 6. 5.2 During the term of the Joint Venture Agreement, and subject to clause 5.8, Project Technology shall be jointly owned by SUMITOMO and SUMATION. 5.3 All Technology developed or acquired by SUMITOMO or SUMATION which is not Project Technology shall be owned by the party who developed or acquired it. The filing costs and the costs of protecting and maintaining any such Technology shall be borne solely by the party who developed or acquired such Technology. 5.4 The parties shall discuss and seek to agree how and where the Project Technology should be protected. 5.5 In relation to the Project Technology which the parties agree to protect by patent or other formal registration process, such Project Technology shall be filed and maintained by SUMITOMO in the name of SUMITOMO and SUMATION. The filing costs and the costs of protecting and maintaining any such Project Technology shall be borne by SUMATION. 5.6 If, at any time, SUMATION does not continue to bear, the cost of protecting and maintaining such Project Technology as specified in clause 5.5 above, then SUMATION shall, upon request of SUMITOMO, transfer all of its rights and interest in that Project Technology (including any patent or other formal registration process rights) to SUMITOMO. Following such transfer all costs of protecting and maintaining such Project Technology shall be borne by SUMITOMO. SUMATION shall have no further rights and interest in such Project Technology and shall not bear any further costs in relation to the protection of such Project Technology. If neither party wishes to protect and maintain any protection of the Project Technology, then they shall agree to abandon any patent or other formal registration process rights for such Project Technology. 5.7 During the term of the Joint Venture Agreement, except otherwise specifically agreed between the parties, SUMITOMO may not independently exploit or license the jointly-owned Project Technology to any third party for the purposes of using, manufacturing, importing, exporting, distributing or selling the Materials for applications within the Initial JV Scope and (where applicable) the Extended JV Scope as defined in the Joint Venture Agreement. 5.8 Following termination of the Joint Venture Agreement, all right, title and interest to the Project Technology shall be transferred to SUMITOMO subject to the licence to CDT in accordance with the terms of clause 21.3 of the Joint Venture Agreement. 5.9 During the term of the Joint Venture Agreement and subject to clause 5.8, SUMITOMO shall have the exclusive right to grant license to a third party (parties) with respect to Device IP which is not Materials Dependent Device IP, provided that there is no incremental consideration related to such Materials Dependent Device IP to be charged to such third party (parties), without consent of SUMATION. The preservation of a royalty which would otherwise cease as a result of patent expiry shall not be an incremental consideration.

Project Technology. 5.1 At all times during the Project SUMITOMO CDT LTD and CDT Oxford shall ensure full and prompt disclosure to SUMATION of all Project Technology. All such disclosures shall be subject to the provisions of clause 6. 5.2 During the term of the Joint Venture Agreement, and subject to clause 5.85.9, Project Technology shall be jointly owned by SUMITOMO CDT OXFORD and SUMATION. 5.3 During the term of the Joint Venture Agreement and subject to clause 5.9, CDT OXFORD shall have the exclusive right to grant licenses to a third party (parties) with respect to Device IP which is not Materials Dependent Device IP, provided that CDT Oxford derives no incremental consideration in respect of the licensing of such Device IP from such third party (parties), and CDT OXFORD may grant such licences without the consent of SUMATION and without accounting to SUMATION in respect thereof. The preservation of a royalty which would otherwise cease as a result of patent expiry shall not be an incremental consideration. 5.4 All Technology developed or acquired by SUMITOMO CDT OXFORD, CDT LTD or SUMATION which is not Project Technology shall be owned by the party who developed or acquired it. The filing costs and the costs of protecting and maintaining any such Technology shall be borne solely by the party who developed or acquired such Technology. 5.4 5.5 The parties shall discuss and seek to agree how and where the Intellectual Property relating to jointly-owned Project Technology should be protected. 5.5 5.6 In relation to the Project Technology which the parties agree to protect by patent or other formal registration process, such Project Technology shall be filed and maintained by SUMITOMO CDT OXFORD in the name of SUMITOMO CDT OXFORD and SUMATION. The filing costs and the costs of protecting and maintaining any such Project Technology shall be borne by SUMATION. 5.6 5.7 If, at any time, SUMATION does not continue to bear, bear the cost costs of protecting and maintaining such Project Technology as specified in clause 5.5 5.6 above, then SUMATION shall, upon request of SUMITOMOCDT OXFORD, transfer all of its rights and interest in that Project Technology (including any patent or other formal registration process rights) to SUMITOMOCDT OXFORD. Following such transfer all costs of protecting and maintaining such Project Technology shall be borne by SUMITOMOCDT OXFORD. SUMATION shall have no further rights and interest in such Project Technology and shall not bear any further costs in relation to the protection of such Project Technology. If neither party wishes to protect and maintain any protection of the Project Technology, Technology then they shall agree to abandon any patent or other formal registration process rights for such Project Technology. 5.7 5.8 During the term of the Joint Venture Agreement, except otherwise specifically agreed between among the parties, SUMITOMO CDT may not independently exploit or license the jointly-owned Project Technology to any third party for the purposes of using, manufacturing, importing, exporting, distributing or selling the Materials for applications within the Initial JV Scope and (where applicable) the Extended JV Scope as defined in the Joint Venture Agreement. 5.8 5.9 Following termination of the Joint Venture Agreement, all right, title and interest to the Project Technology shall be transferred to SUMITOMO CDT subject to the licence license to CDT Sumitomo in accordance with the terms of clause 21.3 of the Joint Venture Agreement. 5.9 During the term of the Joint Venture Agreement and subject to clause 5.8, SUMITOMO shall have the exclusive right to grant license to a third party (parties) with respect to Device IP which is not Materials Dependent Device IP, provided that there is no incremental consideration related to such Materials Dependent Device IP to be charged to such third party (parties), without consent of SUMATION. The preservation of a royalty which would otherwise cease as a result of patent expiry shall not be an incremental consideration.