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 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 without the right to sub-licence. 4.6 4.6.1 The University hereby grants to the Sponsor a fully paid up option (“the Option”) to negotiate the terms on which the University will grant the Sponsor an exclusive licence (with the right to sub-licence) to exploit the Intellectual Property in certain of the Results in the Field in the Territory.

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 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 that the Sponsor Company may allow its Group Companies, and any person working for, for or on behalf of the Sponsor Company or any Group Company, to use the University's ’s Background for the purpose of carrying out the Project, but for no other purpose. 4.3 The University and the Company will own jointly the Intellectual Property in the Results arising from this work conducted under this agreement and subject to clause 4.6.5, may take such steps as it may decide they agree from time to time, and at its 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 University or the party 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 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 The University will notify the other Company promptly after identifying any Result that it believes is patentable, and will supply the other Company with copies of that Result. The University will notify other Results to the Sponsor Company in the final report reports provided under clause 2.4. 4.5 The University hereby grants to the Sponsor a non-Company an 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 (with the right to sub-licence license to any Group Company and to any person working for, for or on behalf of, of the Sponsor Company or any Group Company, but only for the purpose of carrying out that work, and otherwise without the right to sub-licencelicense) to use the Intellectual Property in any of the Results for any purpose within the Field in the Territory. 4.6 4.6.1 The University hereby grants to and the Sponsor Company will, if the Company gives the University written notice (an Option Notice) at any time during the Project Period plus a fully paid up option (“the Option”) to further 12 months, negotiate the terms on which the University will grant assign to the Sponsor an exclusive licence (with the right to sub-licence) to exploit Company the Intellectual Property Rights in certain of the Results in (the Field in the TerritoryAssignment).

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 technique, Know-how, or materials that are not Results. The Intellectual Property in them will 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 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 CompaniesAffiliates, and any person working for, for or on behalf of the Sponsor or any Group CompanyAffiliate, to use the University's Background for the purpose of carrying out the Project, but for no other purpose. 4.3 The University will shall own the Intellectual Property in the Results 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 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 shall ensure that that student and 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 [The University/Each of the parties will parties] shall notify the other [Sponsor/other] promptly after identifying any Result that it [the University/it] believes is patentable, and will supply the other [Sponsor/other] with copies of that Result. The University will notify shall provide notification of other Results to the Sponsor in the final report reports 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 (with the right to sub-licence license to any Group Company Affiliate and to any person working for, or on behalf of, the Sponsor or any Group CompanyAffiliate, but only for the purpose of carrying out that work, and otherwise without the right to sub-licence. 4.6 4.6.1 The University hereby grants to the Sponsor a fully paid up option (“the Option”license) to negotiate the terms on which the University will grant the Sponsor an exclusive licence (with the right to sub-licence) to exploit use the Intellectual Property in certain any of the Results in for any purpose within the Field in the Territory.

USE AND EXPLOITATION OF INTELLECTUAL PROPERTY. 4.1 5.1 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 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 explicitly granted in this Agreement. 4.2 5.2 Each Party 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, but for no other purpose. Neither party None of the parties may grant any sub-licence to use the otherany other party's Background except except: 5.2.1 that the Sponsor any party may allow its Group Companies, and any person working forfor it or any Group Company, or on its behalf or that of the Sponsor or any Group Company, to use the University's 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. 4.3 5.3 The University party that creates or generates any Result will own the Intellectual Property in the Results that Result, and subject to clause 4.6.5, 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, including filing and prosecuting patent applications for any Result, and taking any action in respect of the Resultsany alleged or actual infringement of that Intellectual Property. 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 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. 5. 5.4 Where a student any Result is created or generated by two or more parties jointly and it is impossible to distinguish each party's intellectual contribution to the creation of the University is involved in the Project the University will ensure that any Intellectual Property in that Result, the Results shall Intellectual 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 Result, and taking any action in respect of any alleged or assigned actual infringement of that Intellectual Property. If one or more of the owners does not wish to take any such step or action, the other owner(s) may do so at their expense, and the party not wishing to take such steps or action will provide, at the expense of the party making the request, any assistance that is reasonably requested of it. 4.4 5.5 Each of the parties will notify the other Project Manager promptly after identifying any Result that it believes is to be patentable, and will supply the other Project Manager with copies of that Result. The University Each of the parties will notify other Results to the Sponsor Project Manager in the final report [monthly][quarterly][annual] reports provided under clause 2.43.5. 4.5 5.6 Except as permitted in clauses 5.2, 5.7, 5.8, 5.9 and 5.10, none of the parties 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 University hereby 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. 5.8 Each party grants to each of the Sponsor other parties a royalty free, non-exclusive, indefinite, fully paid-up, royalty free exclusive licence to use the Intellectual Property in 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 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 without the right to sub-licenceProject. 4.6 4.6.1 The University hereby grants 5.9.1 Each party (the Potential Grantor) will, if another party (the Party Wishing to Exploit) gives it written notice (an Option Notice) at any time during the Sponsor Project Period plus a fully paid up option (“the Option”) to further [??] months, negotiate the terms on which the University Potential Grantor will grant rights to the Sponsor an exclusive licence (with the right Party Wishing to sub-licence) Exploit to exploit the Intellectual Property in certain some or all of its Results and its Background. 5.9.2 Following the Potential Grantor’s receipt of an Option Notice, the Potential Grantor and the Party Wishing to Exploit will negotiate in good faith, for a period of up to [90 days][6 months] after the date of receipt of the Results in Option Notice (the Field in Negotiation Period) the Territory.terms of an assignment or licence. If the parties are unable to agree the terms of an assignment or licence within the Negotiation Period, the rights of the Party wishing to Exploit under clauses 5.9.1, 5.9.3 and

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 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 that the Sponsor Company may allow its Group Companies, and any person working for, for or on behalf of the Sponsor Company or any Group Company, to use the University's ’s Background for the purpose of carrying out the Project, but for no other purpose. 4.3 The University Company will own the Intellectual Property in the Results arising from this work as well as any and subject all improvements, modifications, adaptations or developments to clause 4.6.5, the Intellectual Property in the Results conducted under this agreement and may take such steps as it may decide they agree from time to time, and at its 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 University or the party 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 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 The University will notify the other Company promptly after identifying any Result that it believes is patentable, and will supply the other Company with copies of that Result. The University will notify other Results to the Sponsor Company in the final report reports provided under clause 2.4. 4.5 The University hereby grants will assign to the Sponsor a non-exclusive, indefinite, fully paid-up, royalty free licence to use Company the Intellectual Property in any of the Results including improvements, modifications, adaptations or developments 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 without the right to sub-licence. 4.6 4.6.1 The University hereby grants to the Sponsor a fully paid up option (“the Option”) to negotiate the terms on which the University will grant the Sponsor an exclusive licence (with the right to sub-licence) to exploit the Intellectual Property in certain of the Results in within the Field in the Territory. 4.6 As consideration for the above, the Company will pay to the University Royalties as follows: 4.6.1 Net Sales Royalties shall be calculated as the following percentage of Net Sales made directly by Midatech or an Affiliated Company: Net Sales up to $1M: 4% Net Sales between £1M and £9,999,999: 3% Net Sales between £10,000,000 and £99,999,999: 2% Net Sales between £100,000,000 and above: 1%

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 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 that the Sponsor may allow its Group Companies, and any person working for, 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 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 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 in order to be able to give effect to the provisions of this clause 4. Where a student of the University is The Sponsor will ensure that its employees involved in the Project creation of the Results give the University will ensure that any such assistance as the University may reasonably request in connection with the registration and protection of the Intellectual Property in the Results shall be owned by Results, including filing and prosecuting patent applications for any Result, and taking any action in respect of any alleged or assigned to itactual infringement of that Intellectual Property. 4.4 Each [The University][Each of the parties parties] will notify the other [Sponsor][other] promptly after identifying any Result that it [the University][it] believes is patentable, and will supply the other [Sponsor][other] with copies of that Result. The University will notify other Results to the Sponsor in the final report reports 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 (with the right to sub-licence license 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 without the right to sub-licence. 4.6 4.6.1 The University hereby grants to the Sponsor a fully paid up option (“the Option”sub- license) to negotiate the terms on which the University will grant the Sponsor an exclusive licence (with the right to sub-licence) to exploit use the Intellectual Property in certain any of the Results in for any purpose within the Field in the Territory.