Protection of Project IP. Each Sponsor Entity shall take commercially reasonable steps to: (i) protect, enforce, preserve and maintain its rights, title or interests in and to the Project IP, owned or controlled by it, including (A) preserving its rights to grant sublicenses under the Project IP Agreements, and (B) maintaining and pursuing any application, registration or issuance for Project IP owned by it which it, in its reasonable business judgment, believes should be maintained and pursued; (ii) protect the secrecy and confidentiality of all confidential information and Trade Secrets included in the Project IP, or with respect to which it has any confidentiality obligation in connection with the Project, including by requiring all current and former employees, consultants, licensees, vendors, customers and contractors to execute appropriate confidentiality agreements; and (iii) comply in all material respects with the terms and conditions of the Project IP Agreements and any other agreement granting a license to material Intellectual Property used in the Project. If (A) any Project IP owned by any Sponsor Entity, or licensed by it under any Project IP Agreement, becomes, as applicable (I) abandoned, lapsed, dedicated to the public or placed in the public domain, (II) invalid or unenforceable, or (III) subject to any adverse action or proceeding before any intellectual property office or registrar; and (B) the foregoing, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, then, after such Sponsor Entity obtains Knowledge thereof, it shall notify, or shall cause the relevant Borrower Entity to notify, DOE thereof in accordance with Section 8.03(g) (Notices) of the Loan Agreement.
Protection of Project IP. The Sponsor Entities shall take all necessary steps to protect, enforce, preserve and maintain the Borrower Entities’ interests in and to the Project IP, including without limitation, under the Tier One IP License and the Tier Two IP Licenses, including (i) taking commercially reasonable steps to maintain and pursue any application, registration or issuance for such Project IP owned by any Borrower Entity, (ii) maintaining commercially reasonable and appropriate business practices relating to the protection of the secrecy, confidentiality, and value of, and documentation of the existence of, all trade secrets and confidential information included in such Project IP, and (iii) maintaining and complying with all material terms and conditions of the Tier One IP License, the Tier Two IP License and any other agreement granting a license to Project IP. If (A) any Project IP owned by, or licensed under the Tier One IP License to, the Borrower becomes, as applicable (x) abandoned or dedicated to the public or placed in the public domain, (y) invalid or unenforceable, or (z) subject to any adverse action or proceeding in any intellectual property office or registrar other than in the usual prosecution process in the ordinary course, and (B) the foregoing, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, then, after any Sponsor Entity obtains Knowledge thereof, the Borrower shall notify DOE thereof in accordance with Section 8.03(a)(vii) (Notices) of the Loan Agreement.
Protection of Project IP a) The parties will cooperate in obtaining protection, such as patent protection, for Project IP and will share equally in the costs thereof.
b) If one party elects not to share the cost of obtaining protection for a particular Project IP and the other party elects to assume control and the entire cost of obtaining such protection, the one party hereby assigns its interest in such particular Project IP to the other party. The one party will sign all reasonable documents to confirm the other party as sole owner of the particular Project IP.
c) If neither party elects to assume the cost of obtaining protection for a particular Project IP, protection will not be sought or if already filed for, will be abandoned.
d) Unless a license is agreed to under clause 7.4, each party may exploit Project IP, directly or by license, without prior approval of and without accounting to the other party.
e) Each party may assign its interest in Project IP to a third party without approval of and without accounting to the other party. Any such assignment must be subject to agreement by the third party to be bound by this Agreement with respect to the assigned Project IP.
f) To the extent required by applicable law, the parties will cooperate in enforcement of Project IP, provided the party initiating such enforcement assumes all costs or liability incurred by the other party because of such enforcement.
Protection of Project IP. 4.9 The Parties must:
(a) treat the Project IP as Confidential Information, subject to any Commercialisation Agreement entered into between the Parties in accordance with clause 5.11;
(b) consult with each of the other Parties as to the best methods to Protect the Project IP; and
(c) agree in writing which of them will be responsible for implementing the chosen method of Protection and how they will share the cost of Protecting the Project IP.
4.10 If the Parties are not able to reach an agreement under clause 4.9, the Parties will share the costs of any Protection for the Project IP in proportion to their ownership shares.
4.11 If one Party (First Party) by notice to the other Parties (Other Parties) elects to not pay its share of the costs of the Protection, the Other Parties may fully fund the costs of the Protection at their absolute discretion. If the Other Parties elect to pay the costs of Protection, they will be entitled:
(a) to have full control over the process for obtaining, and to determine the extent of, the Protection; and
(b) to recoup these costs from the proceeds of any Commercialisation of such Project IP prior to the proceeds being distributed.
Protection of Project IP. Each Credit Party shall take all commercially reasonable steps to: (i) protect, enforce, preserve and maintain its rights, title or interests in and to the Project IP, including maintaining and pursuing any application, registration or issuance for Project IP owned by such Credit Party, which it, in its reasonable business judgment, believes should be maintained and pursued; (ii) protect the secrecy and confidentiality of all confidential information and Trade Secrets included in the Project IP, or with respect to which Borrower, has any confidentiality obligation, including by requiring all current and former employees, consultants, licensees, vendors and contractors to execute appropriate confidentiality agreements; and (iii) preserve its rights under and comply in all material respects with the terms and conditions of the Project IP Agreements and any other agreement granting a license to the Project IP. If: (A) any Project IP owned by Borrower or, to Borrower’s knowledge, any Project IP owned by any other Person and licensed under any Project IP Agreement to Borrower becomes, as applicable: (I) abandoned, lapsed, dedicated to the public or placed in the public domain; (II) invalid or unenforceable; or (III) subject to any adverse action or proceeding before any intellectual property office or registrar; and (B) the foregoing, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, then, after Borrower obtains knowledge thereof, Borrower shall notify Administrative Agent thereof.
