Common use of University Intellectual Property Clause in Contracts

University Intellectual Property. (a) Prior to commencement of the Research Project, University will use its best efforts to notify Intel of any intellectual property rights owned or controlled by University that may need to be licensed to Intel in order to practice and fully enjoy the ownership rights to the New Intellectual Property. If University fails to notify Intel of such University Intellectual Property rights, University agrees, to the extent University is legally able to do so, not to assert claims related to such University Intellectual Property against Intel that would prevent Intel from practicing or interfering with Intel’s full enjoyment of any rights assigned to Intel under this Agreement. (b) University shall promptly notify Intel in writing when it becomes aware that: (1) a third party may have an intellectual property based claim that may either prevent Intel from practicing, or that interferes with Intel’s full enjoyment of any license granted in this Agreement; or (2) a third party has been or will be funding the Research Proposal funded by Intel hereunder. At Intel’s request, University shall work with Intel in arranging an equitable allocation of rights among Intel, University and any relevant third party. (c) University shall not knowingly grant a third party any rights or licenses to University Intellectual Property that may either prevent Intel from practicing, or interfere with Intel’s full enjoyment of the licenses granted in this Agreement, without first offering Intel a license to such University Intellectual Property, to the extent it is legally able to do so. If Intel and University are unable to come to an agreement with respect to such license(s) within six (6) months after University’s notice to Intel of such University Intellectual Property, then University shall be free to license the University Intellectual Property to third party(ies), except that University shall not license to third party(ies) at terms more favorable than those offered to Intel.