Common use of USE AND EXPLOITATION OF INTELLECTUAL PROPERTY Clause in Contracts

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 compensation or consideration to the University. Where a 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 the student and the 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. The University will ensure that its employees and students involved in the creation of the Results give the Sponsor such assistance as the Sponsor may reasonably request in connection with the registration and protection of the Intellectual Property in the Results, including filing and prosecuting patent applications for any Inventions included in the Results, and taking any action in respect of any alleged or actual infringement of the resulting Intellectual Property. To this end, the University represents, warrants and covenants that the Principal Investigator and its students, contractors and employees that may have access to the Results are, or will be, subject to written and enforceable intellectual property invention assignment agreements with the University or written and enforceable University policies that vest the ownership of the Results in the University. Accordingly, for good and valuable consideration, the receipt of which is hereby acknowledged, the University will assign and does hereby irrevocably assign all of its rights, title and interest to the Results, including any Intellectual Property included in or arising or derived from the Results, to the Sponsor. The University shall cooperate in good faith with Sponsor and shall take all measures and execute all documents as are necessary to assign all of its right, title and interest to the Sponsor, and perfect title solely in the name of Sponsor, for all of the Intellectual Property pertaining to the Results, and to facilitate the filing, prosecution, defence and enforcement of all such Intellectual Property by the Sponsor, at Sponsor’s sole cost. 4.5 The University will notify the Sponsor promptly after identifying any Results that the University believes may constitute Inventions, and will supply the Sponsor with copies of such Results. The University will notify other Results to the Sponsor in the reports provided under clause 2.4 and the Research Reports 2.

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 ProjectProject and subject to confidentiality terms at least as restrictive as those set out in section 6 below. 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 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 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 compensation or consideration to the University. Where a 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 the student and the 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. The University will ensure that its employees and students involved in the creation of the Results give the Sponsor such assistance as the Sponsor may reasonably request in connection with the registration and protection of the Intellectual Property in the Results, including filing and prosecuting patent applications for any Inventions included in the Results, and taking any action in respect of any alleged or actual infringement of the resulting Intellectual Property. To this end, the University represents, warrants and covenants that the Principal Investigator and its students, contractors and employees that may have access to the Results are, or will be, subject to written and enforceable intellectual property invention assignment agreements with the University or written and enforceable University policies that vest the ownership of the Results in the University. Accordingly, for good and valuable consideration, the receipt of which is hereby acknowledged, the The University will assign and does hereby irrevocably assign all of its rights, title and interest to the Results, including any Intellectual Property included in or arising or derived from the Results, Results to the Sponsor. The University shall cooperate in good faith with Sponsor and shall take all measures and execute all documents as are necessary to assign all of its right, title and interest to the Sponsor, and perfect title solely in the name of Sponsor, for all of the Intellectual Property pertaining to the Results, and to facilitate the filing, prosecution, defence and enforcement of all such Intellectual Property by the Sponsor, at Sponsor’s sole cost. 4.5 The University will notify the Sponsor promptly after identifying any Results that the University believes may constitute Inventions, and will supply the Sponsor with copies of such Results. The University will notify other Results to the Sponsor in the reports provided under clause 2.4 and the Research Reports 2.

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) Intellectual Property in any Background Information, Materials & IP or (ii) in any other 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 Results. The Intellectual Property in the Background Information, Materials & IP of each Party them will remain the property of each such Party the party that contributes them to the Project (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 PeriodProject, but for no other purpose. Neither Party party may grant any sub-licence to use the other’s 's Background Information, Materials & IP except that the Sponsor may allow its Affiliates Group Companies, and any person or entity working for or on behalf of the Sponsor or its Affiliates any Group Company, to use the University’s 's Background Information, Materials & IP for the purpose of carrying out the Project, but for no other purpose. 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 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 included in or arising or derived from the ResultsProperty, including filing and prosecuting patent applications for any of the Inventions included in the Results, in each case without additional compensation or consideration to the University. Where a any third party such as a student or contractor is involved in the Project, the University or the Party party engaging that contractor (as the case may be) will ensure that the that student and the 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. The University Sponsor will ensure that its employees and students involved in the creation of the Results give the Sponsor University such assistance as the Sponsor University may reasonably request in connection with the registration and protection of the Intellectual Property in the Results, including filing and prosecuting patent applications for any Inventions included in the ResultsResult, and taking any action in respect of any alleged or actual infringement of the resulting that Intellectual Property. To this end, the University represents, warrants and covenants that the Principal Investigator and its students, contractors and employees that may have access to the Results are, or will be, subject to written and enforceable intellectual property invention assignment agreements with the University or written and enforceable University policies that vest the ownership . 4.4 [The University][Each of the Results in the University. Accordingly, for good and valuable consideration, the receipt of which is hereby acknowledged, the University will assign and does hereby irrevocably assign all of its rights, title and interest to the Results, including any Intellectual Property included in or arising or derived from the Results, to the Sponsor. The University shall cooperate in good faith with Sponsor and shall take all measures and execute all documents as are necessary to assign all of its right, title and interest to the Sponsor, and perfect title solely in the name of Sponsor, for all of the Intellectual Property pertaining to the Results, and to facilitate the filing, prosecution, defence and enforcement of all such Intellectual Property by the Sponsor, at Sponsor’s sole cost. 4.5 The University parties] will notify the Sponsor [Sponsor][other] promptly after identifying any Results Result that [the University University][it] believes may constitute Inventionsis patentable, and will supply the Sponsor [Sponsor][other] with copies of such Resultsthat Result. The University will notify other Results to the Sponsor in the reports provided under clause 2.4 2.4. 4.5 The University grants to the Sponsor a non-exclusive, indefinite, fully paid-up, royalty free licence (with the right to sub-license to any Group Company and to any person working for, or on behalf of, the Research Reports 2Sponsor or any Group Company, but only for the purpose of carrying out that work, and otherwise without the right to sub- license) to use the Intellectual Property in any of the Results for any purpose within the Field in the Territory.

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. 5.1 This Agreement does not affect the ownership of any (i) Intellectual Property in any Background Information, Materials & IP or (ii) in any other technology, design, work, invention, software, data, technique, Knowknow-how, or materials that are not Results and, accordingly, the Parties hereto agree that all right, title and interest Results. The Intellectual Property in the Background Information, Materials & IP of each Party them will remain the property of each such Party the party that contributes them to the Project (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 explicitly granted in this Agreement. 4.2 5.2 [Each Party party grants each of the other parties a limited, royalty-free, fully paid, non-exclusive licence to use its Background Informationfor the purpose of carrying out the Project, Materials & IP but for no other purpose. None of the parties may grant any sub-licence to use any other party's Background except: 5.2.1 that any 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 any party’s Background for the purpose of carrying out the Project, but for no other purpose; or 5.2.2 as permitted under any further licence granted under clause 5.6. OR [Each party grants each of the other parties a royalty-free, non-exclusive licence to use its Background for the purpose of carrying out the Project during and[, in return for the Project Periodpayments to be made to it under the Payment Plan,] each party grants to each of the other parties a non-exclusive[, but for no other purpose. Neither Party may grant any fully paid-up, royalty free] licence (with the right to sub-licence license) to use the other’s Intellectual Property in its [Specified] Background Information, Materials & IP except that to the Sponsor may extent necessary to allow its Affiliates and any person or entity working for or on behalf of it to exercise the Sponsor or its Affiliates rights to use the University’s Background Information, Materials & IP for Results granted to it in clause 5.9. That licence will automatically terminate on 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 termination of the Material. Any Material remaining upon completion of the Project shall either be returned to the Sponsor licence granted in clause 5.9.] 5.3 The party that creates or discarded consistent with Sponsor’s written instructions and applicable laws and regulations. 4.4 The Sponsor generates any Result will own the Results Intellectual Property in that Result, and may take such steps as it may decide from time to time, and at its own expenseexpense and sole discretion, to register and maintain any protection for that Intellectual Property included in or arising or derived from the ResultsProperty, including filing and prosecuting patent applications for any Result, and taking any action in respect of the Inventions included in the Results, in each case without additional compensation any alleged or consideration to the Universityactual infringement of that Intellectual Property. Where a any third party such as a student or contractor is involved in the Project, the University or the Party party engaging that contractor (as the case may be) will ensure that the student and the contractor assign to it any Intellectual Property they may have in the Results in order to be able to give effect to the provisions of this clause 4. The University will ensure that its employees 5. 5.4 Where any Result is created or generated by two or more parties jointly and students involved in it is impossible to distinguish each party's intellectual contribution to the creation of the Results give the Sponsor such assistance as the Sponsor may reasonably request in connection with the registration and protection of the Intellectual Property in that Result, the ResultsIntellectual Property in that Result will be owned by those parties in equal shares. The owners may take such steps as they may decide from time to time, at their joint and equal expense, to register and maintain any protection for that Intellectual Property, including filing and prosecuting patent applications for any Inventions included in the ResultsResult, and taking any action in respect of any alleged or actual infringement of the resulting that Intellectual Property. To this endIf one or more of the owners does not wish to take any such step or action, the University representsother owner(s) may do so at their expense, warrants and covenants that the Principal Investigator and its studentsparty not wishing to take such steps or action will provide, contractors and employees that may have access to at the Results are, or will be, subject to written and enforceable intellectual property invention assignment agreements with the University or written and enforceable University policies that vest the ownership expense of the Results in party making the University. Accordinglyrequest, for good and valuable consideration, the receipt any assistance that is reasonably requested of which is hereby acknowledged, the University will assign and does hereby irrevocably assign all of its rights, title and interest to the Results, including any Intellectual Property included in or arising or derived from the Results, to the Sponsor. The University shall cooperate in good faith with Sponsor and shall take all measures and execute all documents as are necessary to assign all of its right, title and interest to the Sponsor, and perfect title solely in the name of Sponsor, for all it. 5.5 Each of the Intellectual Property pertaining to the Results, and to facilitate the filing, prosecution, defence and enforcement of all such Intellectual Property by the Sponsor, at Sponsor’s sole cost. 4.5 The University parties will notify the Sponsor Project Manager promptly after identifying any Results Result that the University it believes may constitute Inventionsto be patentable, and will supply the Sponsor Project Manager with copies of such Resultsthat Result. The University Each of the parties will notify other Results to the Sponsor Project Manager in the [monthly][quarterly][annual] reports provided under clause 2.4 3.5. 5.6 Except as permitted in clause 5.2, 5.7, 5.8, 5.9 and 5.10, none of the Research Reports 2parties will have the right to use another party's Background or Results (whether to exploit its own or any other Results or for any other purpose) unless it negotiates and obtains a further licence that allows it to do so. The owner of the Intellectual Property in any Background or Result may refuse to grant that further licence, and if it agrees to grant that further licence, the terms of that further licence may include a royalty or other payment in return for that further licence. 5.7 Any joint owner of any of the Intellectual Property in any Result may deal with and exploit that Intellectual Property as though it were the sole owner, without being required to account to any other joint owner for any share in the revenues generated by that dealing or exploitation, provided that no joint owner may grant any third party any rights that detract from any other joint owner’s right to deal with any jointly owned Intellectual Property as it sees fit. 5.8 Each party grants each of the other parties a royalty free, non-exclusive licence to use the Results for the purpose of carrying out the Project. Any 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 any of the Results for the purpose of carrying out the Project. 5.9 [In return for the payments to be made to it under the Payment Plan,] In addition to the rights granted in clause 5.8 above, each party grants each of the other parties a non-exclusive, indefinite[, fully paid-up, royalty free] licence (with the right to sub-license) to use the Intellectual Property in any of the Results for any other purpose. 5.10 Each Academic Party and each of its employees and students will have the irrevocable, royalty-free right to use the Results for the purposes of academic teaching and academic research [and clinical patient care][,including research projects sponsored by any third party]. The rights in this clause are subject to the rules on Academic Publication in clause 6. 5.11 [None of the parties will exploit the Results in any way that is in breach of the Funding Conditions but, subject to that, each party will use all reasonable endeavours to exploit the Results. To that end the parties will endeavour to agree a strategy for the exploitation of the Results.]

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) Intellectual Property in any Background Information, Materials & IP or (ii) in any other 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 Results. The Intellectual Property in the Background Information, Materials & IP of each Party them will remain the property of each such the Party that contributes them to the Project (or its licensors, as applicable). No licence license 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. For the avoidance of doubt, AZ would remain the sole owner of all compounds within the AZ Compound Collection and all IP Rights pertaining to any of the forgoing. AstraZeneca (or its nominee) shall own all right, title and interest in and to the AZ Results, irrespective of inventorship, and the Institution hereby transfers and assigns all their rights, and shall ensure that their personnel assign all their rights, in and to the AZ Results to AstraZeneca. AstraZeneca (or its nominee) shall have the exclusive benefit of any Intellectual Property established in the AZ Results in all countries of the world including to patents, registered designs, copyrights and know-how. At AstraZeneca’s request, the Institution shall execute and do all things reasonably necessary for AstraZeneca to obtain patents on the AZ Results and to vest the entire right, title and interest in the same in AstraZeneca (or its nominee). Institution (or its nominee) shall own all right, title and interest in and to the Institution Results, irrespective of inventorship, and AstraZeneca hereby transfers and assigns all its rights, and shall ensure that their personnel transfer and assign all their rights, in and to the Institution Results to the Institution. Institution (or its nominee) shall have the exclusive benefit of any Intellectual Property established in the Institution Results in all countries of the world including to patents, registered designs, copyrights and know- how. At the Institution’s request AstraZeneca shall execute and do all things reasonably necessary for the Institution to obtain patents on the Institution Results and to vest the entire right, title and interest in the same in the Institution (or its nominee). 4.2 Each Party grants the other others a limited, royalty-free, fully paid, non-exclusive licence license to use its Background Informationfor the purpose of carrying out the Project, Materials & IP but for no other purpose. No Party may grant any sub-license to use the other's Background except that AstraZeneca may allow its Group Companies, and any person working for, or on behalf of AstraZeneca or any Group Company, to use the Institution's Background for the purpose of carrying out the Project, but for no other purpose. Similarly Institution may allow any Researcher working for, or on behalf of Institution to use AstraZeneca’s Background 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 It is not duplicate or reverse engineer the Materials provided by intention of the Sponsor pursuant Parties to file patent applications claiming Institution Results during the Project and the Parties anticipate that the license agreement(s) described in this Agreement will contain detailed provisions relating to the filing, prosecution and maintenance of patent applications relating to the Institution Results. In the event that the Parties decide that Institution Results should form the basis of a patent application prior to the conclusion of the Project or disseminate execution of a license agreement pursuant to clause 4.8 they shall discuss the Materials same in good faith and use all reasonable endeavours to any third partymutually agree the content of the filing. 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 Institution will own the Intellectual Property in the Institution Results and and, provided it complies with clause 4.7.4, 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 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 compensation or consideration to the UniversityProperty. Where a 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) The Institution will ensure that the student and the contractor all Researchers 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. The University AstraZeneca will ensure that any of its employees and students involved in the creation of the Institution Results give the Sponsor Institution such assistance as the Sponsor Institution may reasonably request in connection with the registration and protection of the Intellectual Property in the Institution Results, including filing and prosecuting patent applications for any Inventions included in the ResultsInstitution Result, and taking any action in respect of any alleged or actual infringement of the resulting that Intellectual Property. To this end, the University represents, warrants and covenants that the Principal Investigator and its students, contractors and employees that may have access to the Results are, or will be, subject to written and enforceable intellectual property invention assignment agreements with the University or written and enforceable University policies that vest the ownership . 4.4 Each of the Results in the University. Accordingly, for good and valuable consideration, the receipt of which is hereby acknowledged, the University will assign and does hereby irrevocably assign all of its rights, title and interest to the Results, including any Intellectual Property included in or arising or derived from the Results, to the Sponsor. The University shall cooperate in good faith with Sponsor and shall take all measures and execute all documents as are necessary to assign all of its right, title and interest to the Sponsor, and perfect title solely in the name of Sponsor, for all of the Intellectual Property pertaining to the Results, and to facilitate the filing, prosecution, defence and enforcement of all such Intellectual Property by the Sponsor, at Sponsor’s sole cost. 4.5 The University Parties will notify the Sponsor other promptly after identifying any Results Result that the University it believes may constitute Inventionsis patentable, and will supply the Sponsor other with copies of such Resultsthat Result. The University Institution will notify other Results to the Sponsor AstraZeneca in the reports provided under clause 2.4 and the Research Reports 22.6.