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

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, Know-how, 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 as is necessary to allow any person working for or on behalf of that party to use the Background for the purpose of carrying out the Project. 4.3 The Commissioner will own the Intellectual Property in the Results and may take such steps as he may decide from time to time, and at his own expense, to register and maintain any protection for that Intellectual Property. Where any third party such as a student or contractor is involved in the Project, the Contractor or the party engaging that student or 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 Contractor will ensure that its employees involved in the creation of the Results give the Commissioner such assistance as he may reasonably request in connection with the registration and protection of the Intellectual Property in the Results and taking any action in respect of any alleged or actual infringement of that Intellectual Property. 4.4 To the extent that any Intellectual Property in the Results is capable of prospective assignment, the Contractor now assigns those Intellectual Property to the Commissioner; and to the extent any Intellectual Property in the Results cannot prospectively be assigned, the Contractor will assign those Intellectual Property to the Commissioner as and when they are created. 4.6 The Commissioner grants the Contractor a royalty-free, non-exclusive licence to use the Results for the purpose of carrying out the Project, but for no other purpose. The Contractor may not grant any sub-licence to use the Results.

USE AND EXPLOITATION OF INTELLECTUAL PROPERTY. 4.1 This Agreement does not affect the ownership of No licence under any Intellectual Property in any Background owned or in any other technology, design, work, invention, software, data, technique, Know-how, or materials that are not Results. The Intellectual Property in them will remain controlled by the property of the party that contributes them to the Project (or its licensors). No licence to use any Intellectual Property Transferor is granted or implied by this Agreement except other than the rights expressly granted right for the Transferee to have possession of, and use, the Materials in accordance with the terms of 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 as is necessary to allow any person working for or on behalf of that party to use the Background for the purpose of carrying out the Project. 4.3 The Commissioner Transferee will own the Intellectual Property in the Results Results, and may take such steps as he it may decide from time to time, and at his 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 Contractor Transferee or the party engaging that student or 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 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 Contractor Transferee will ensure that its employees involved notify other Results and Improvements to the Transferor in the creation of reports provided under clause 2.5. 4.6 The Transferee grants to the Results give the Commissioner such assistance as he may reasonably request in connection with the registration and protection of Transferor a non-exclusive, indefinite licence to use the Intellectual Property in any of the Results and taking for any action purpose within the Field in respect of any alleged or actual infringement of that Intellectual Propertythe Territory. 4.4 To the extent that any Intellectual Property in the Results is capable of prospective assignment, the Contractor now assigns those Intellectual Property to the Commissioner; and to the extent any Intellectual Property in the Results cannot prospectively be assigned, the Contractor will assign those Intellectual Property to the Commissioner as and when they are created. 4.6 4.7 The Commissioner Transferor grants the Contractor Transferee a royalty-free, non-exclusive licence to use the Results Improvements for the purpose of carrying out the Project, but for no other purpose. The Contractor Transferee may not grant any sub-licence to use the ResultsImprovements.

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, Know-how, 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 ’s Background except as is necessary to that the Company may allow its Group Companies, and any person working for or on behalf of that party the Company or any Group Company, to use the University’s Background for the purpose of carrying out the Project. 4.3 The Commissioner University and the Company will own jointly the Intellectual Property in the Results arising from this work conducted under this agreement and may take such steps as he may decide they agree from time to time, and at his own expense, time 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 Contractor or the party Party engaging that student or 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 Contractor will ensure that its employees involved in the creation of the Results give the Commissioner such assistance as he may reasonably request in connection with the registration and protection of the Intellectual Property in the Results and taking any action in respect of any alleged or actual infringement of that Intellectual Property. 4.4 To The University will notify the extent Company promptly after identifying any Result that any Intellectual Property it believes is patentable, and will supply the Company with copies of that Result. The University will notify other Results to the Company in the Results is capable of prospective assignment, the Contractor now assigns those Intellectual Property reports provided under clause 2.4. 4.5 The University grants to the Commissioner; Company an 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 extent Company or any Intellectual Property in the Results cannot prospectively be assignedGroup Company, the Contractor will assign those Intellectual Property to the Commissioner as and when they are created. 4.6 The Commissioner grants the Contractor a royalty-free, non-exclusive licence to use the Results but only for the purpose of carrying out that work, and otherwise without the Project, but for no other purpose. The Contractor may not grant any right to sub-licence license) to use the ResultsIntellectual Property in any of the Results for any purpose within the Field in the Territory. 4.6 4.6.1 The University and the Company will, if the Company gives the University written notice (an Option Notice) at any time during the Project Period plus a further 12 months, negotiate the terms on which the University will assign to the Company the Intellectual Property Rights in certain of the Results (the Assignment).