USE AND EXPLOITATION OF INTELLECTUAL PROPERTY. 4.1 Each Party shall disclose Background Information, Materials & IP owned or controlled by it to the Project that it believes is reasonably required to enable or further the Project. This Agreement does not affect the ownership of any (i) Background Information, Materials & IP or (ii) technology, design, work, invention, software, data, technique, Know-how, or materials that are not Results and, accordingly, the Parties hereto agree that all right, title and interest in the Background Information, Materials & IP of each Party will remain the property of each such Party (or its licensors, as applicable). No licence to use any Background Information, Materials & IP or any other Intellectual Property is granted or implied by this Agreement except the rights expressly granted in this Agreement. 4.2 Each Party grants the other a limited, royalty-free, fully paid, non-exclusive licence to use its Background Information, Materials & IP for the purpose of carrying out the Project during the Project Period, but for no other purpose. Neither Party may grant any sub-licence to use the other’s Background Information, Materials & IP except that the Sponsor may allow its Affiliates and any person or entity working for or on behalf of the Sponsor or its Affiliates to use the University’s Background Information, Materials & IP for the purpose of carrying out the Project. 4.3 The University shall not duplicate or reverse engineer the Materials provided by the Sponsor pursuant to the Project or disseminate the Materials to any third party. The University agrees that persons who may have access to the Material shall be limited to its Principal Investigator and his direct reports. The University shall not use the Material for diagnosing, testing in or treatment of human subjects. The University shall comply with all applicable laws and regulations applicable to the handling, use and disposal of the Material. Any Material remaining upon completion of the Project shall either be returned to the Sponsor or discarded consistent with Sponsor’s written instructions and applicable laws and regulations. 4.4 The Sponsor will own the Results and may take such steps as it may decide from time to time, and at its own expense, to register and maintain any protection for Intellectual Property included in or arising or derived from the Results, including filing and prosecuting patent applications for any of the Inventions included in the Results, in each case without additional compensatio...

USE AND EXPLOITATION OF INTELLECTUAL PROPERTY. 4.1 This Agreement does not affect the ownership of any Intellectual Property in any Background or in any other technology, design, work, invention, software, data, technique or materials that are not Results. The Intellectual Property in them will remain the property of the party that contributes them to the Project (or its licensors). No licence to use any Intellectual Property is granted or implied by this Agreement except the rights expressly granted in this Agreement. 4.2 Each Party grants the other a royalty-free, non-exclusive licence to use its Background for the purpose of carrying out the Project, but for no other purpose. Neither party may grant any sub-licence to use the other's Background except that the Sponsor may allow its Group Companies, and any person working for, or on behalf of the Sponsor or any Group Company, to use the University's Background for the purpose of carrying out the Project, but for no other purpose. 4.3 The University will own the Intellectual Property in the Results and subject to clause 4.6.5, may take such steps as it may decide from time to time, and at its own expense, to register and maintain any protection for that Intellectual Property, including filing and prosecuting patent applications for any of the Results. Where any third party is involved in the Project, the University or the party engaging that contractor (as the case may be) will ensure that that contractor assign any Intellectual Property they may have in the Results in order to be able to give effect to the provisions of this clause 4. Where a student of the University is involved in the Project the University will ensure that any Intellectual Property in the Results shall be owned by or assigned to it. 4.4 Each of the parties will notify the other promptly after identifying any Result that it believes is patentable, and will supply the other with copies of that Result. The University will notify other Results to the Sponsor in the final report provided under clause 2.4. 4.5 The University hereby grants to the Sponsor a non-exclusive, indefinite, fully paid-up, royalty free licence to use the Intellectual Property in any of the Results for the Sponsor’s own internal research and development purposes in the Field in the Territory only. This licence includes the right to sub-licence to any Group Company and to any person working for, or on behalf of, the Sponsor or any Group Company, but only for the purpose of carrying out that work, and otherwise with...

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USE AND EXPLOITATION OF INTELLECTUAL PROPERTY. 4.1 No licence under any Intellectual Property owned or controlled by the Transferor is granted or implied by this Agreement other than the right for the Transferee to have possession of, and use, the Materials in accordance with the terms of this Agreement. 4.2 The Transferee will own the Intellectual Property in the Results, and may take such steps as it may decide from time to time, and at its own expense, to register and maintain any protection for that Intellectual Property, including filing and prosecuting patent applications for any of the Results. 4.3 The Transferor will own the Intellectual Property in the Improvements and may take such steps as it may decide from time to time, and at its own expense, to register and maintain any protection for that Intellectual Property, including filing and prosecuting patent applications for any of the Improvements. 4.4 Where any third party such as a student or contractor is involved in the Project, the Transferee or the party engaging that contractor (as the case may be) will ensure that that student and that contractor assign any Intellectual Property they may have in the Results and in the Improvements in order to be able to give effect to the provisions of this clause 4. 4.5 The Transferee will notify the Transferor promptly after identifying any Result or any Improvement that the Transferee believes is patentable, and will supply the Transferor with copies of that Result or Improvement as the case may be. The Transferee will notify other Results and Improvements to the Transferor in the reports provided under clause 2.5. 4.6 The Transferee grants to the Transferor a non-exclusive, indefinite licence to use the Intellectual Property in any of the Results for any purpose within the Field in the Territory. 4.7 The Transferor grants the Transferee a royalty-free, non-exclusive licence to use the Improvements for the purpose of carrying out the Project, but for no other purpose. The Transferee may not grant any sub-licence to use the Improvements.

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USE AND EXPLOITATION OF INTELLECTUAL PROPERTY. 3.1. This Agreement does not affect the ownership of any Background or any other information, techniques, data, results, design, technology, materials, inventions or software that are not Results. The Background will remain the property of the party that contributes it to the Project (or its licensors). No licence to use or sub-license any Intellectual Property, Background or Results is granted or implied except the rights expressly granted in this Agreement. All rights not expressly granted are reserved to the rights holder. 3.2. Each party grants the other a royalty-free, non-exclusive licence to use its Background for the purpose of carrying out the Project, but for no other purpose. 3.3. The University will own the Results and all Intellectual Property in them.

USE AND EXPLOITATION OF INTELLECTUAL PROPERTY. 5.1 This Agreement does not affect the ownership of any Background Intellectual Property or in any other Intellectual Property of a Party that is not Foreground Intellectual Property. No license to use or any other right in any Background Intellectual Property is granted or implied by this Agreement except the rights expressly granted by this Agreement.

USE AND EXPLOITATION OF INTELLECTUAL PROPERTY. 5.1 This Agreement does not affect the ownership of any Background Intellectual Property. The Background Intellectual Property will remain the property of the Party that contributes said Background Intellectual Property to the Project (or its licensors). No licence to use any Intellectual Property is granted or implied by this Agreement except as expressly granted in this Agreement. 5.2 Each Party grants the other a royalty-free, non-exclusive licence to use its Background Intellectual Property for the purpose of carrying out the Project, but for no other purpose. Neither Party may grant any sub-licence to use the other’s Background Intellectual Property except that the Sponsor may allow its Group Companies, and any person working for, or on behalf of the Sponsor or any Group Company, to use the University’s Background Intellectual Property for the purpose of carrying out the Project, but for no other purpose. 5.3 Each Party will notify the other promptly after identifying any Resulting Intellectual Property that the disclosing Party believes is patentable, and will supply the other with copies of that Resulting Intellectual Property. UCL Biomedica will notify the Sponsor of other Resulting Intellectual Property in the reports provided under clause 2.4. 5.4 5.4.1 The Resulting Intellectual Property will be owned by the University, who shall assign its rights in it to UCL Biomedica, as specified in Recital E. Where any third party such as a student or contractor is involved in the Project, the University, UCL Biomedica or the Party engaging that contractor (as the case may be) will ensure that that student and that contractor assign any Intellectual Property they may have in the Resulting Intellectual Property in order to be able to give effect to the provisions of this clause 5.

USE AND EXPLOITATION OF INTELLECTUAL PROPERTY. 7.1 This Agreement does not affect the ownership of any Intellectual Property in any Background IP or in any other technology, design, work, invention, software, data, technique, know-how, or materials that are not Results. The Intellectual Property in them shall remain the property of the Party that contributes them to the Project (or its licensors). No licence to use any Intellectual Property is granted or implied by this Agreement except the rights explicitly granted in this Agreement. 7.2 Each Party grants the other Party a royalty-free, [perpetual and irrevocable]26 non-exclusive licence to use its Background IP during the Term only for the purpose of carrying out the Project. Neither Party may grant any sub-licence to use the other Party's Background IP except: 7.2.1 that a Party may allow its Group Companies, and any person working for it or any Group Company, or on its behalf or that of any Group Company, to use either Party’s Background IP for the purpose of carrying out the Project; or 7.2.2 to the extent that any such Background IP is required to use and exploit the Results in accordance with and for the purposes set out in the licence granted at clause 7.8. 7.3 Where any Result is created or generated by both Parties jointly, the Intellectual Property in that Result shall be owned by both Parties in shares that are in proportion to the effort made including any Financial Contribution and work done in the creation of that Result. The owners may take such steps as they may decide from time to time, at their proportionate expense (in such proportions that reflect the proportion of intellectual property ownership), to register and maintain any protection for that Intellectual Property, including filing and prosecuting patent applications for any Result, and taking any action in respect of any alleged or actual infringement of that Intellectual Property. If either one of the owners does not wish to take any such step or action, the other owner may do so at its expense, and the Party not wishing to take such steps or action shall provide, at the expense of the Party making the request, any assistance that is reasonably requested of it. 7.4 The Party that independently creates or generates any Result shall own the Intellectual Property in that Result, and may take such steps as it may decide from time to time, at its expense and sole discretion, to register and maintain any protection for that Intellectual Property, including filing and prosecuting pa...

USE AND EXPLOITATION OF INTELLECTUAL PROPERTY. No licence under any Intellectual Property owned or controlled by the Company is granted or implied by this Agreement other than the right for the University to have possession of, and use, the Materials in accordance with the terms of this Agreement. The University will own the Intellectual Property in the Results, and may take such steps as it may decide from time to time, and at its own expense, to register and maintain any protection for that Intellectual Property, including filing and prosecuting patent applications for any of the Results. The Company will own the Intellectual Property in the Improvements and may take such steps as it may decide from time to time, and at its own expense, to register and maintain any protection for that Intellectual Property, including filing and prosecuting patent applications for any of the Improvements. Where any third party such as a student or contractor is involved in the Project, the University or the party engaging that contractor (as the case may be) will ensure that that student and that contractor assign any Intellectual Property they may have in the Results and in the Improvements in order to be able to give effect to the provisions of this clause 4. To the extent that any Intellectual Property in the Improvements is capable of prospective assignment, the University now assigns that Intellectual Property to the Sponsor; and to the extent any Intellectual Property in the Improvements cannot prospectively be assigned, the University will assign that Intellectual Property to the Company as and when it is created, at the request of the Company.

USE AND EXPLOITATION OF INTELLECTUAL PROPERTY. No licence under any Intellectual Property owned or controlled by the University is granted or implied by this Agreement other than the right for the Company to have possession of, and use, the Materials in accordance with the terms of this Agreement. The University will own the Intellectual Property in the Results and in the Improvements, and may take such steps as it may decide from time to time, and at its own expense, to register and maintain any protection for that Intellectual Property, including filing and prosecuting patent applications for any of the Results. Where any third party such as a student or contractor is involved in the Project, the Company or the party engaging that contractor (as the case may be) will ensure that that student and that contractor assign any Intellectual Property they may have in the Results and in the Improvements in order to be able to give effect to the provisions of this clause 4.

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