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

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.

USE AND EXPLOITATION OF INTELLECTUAL PROPERTY. 4.1 No licence under This Agreement does not affect the ownership of any Intellectual Property owned in any Background or controlled by 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 Transferor 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 other than except the right for the Transferee to have possession of, and use, the Materials rights expressly granted 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 Transferee Commissioner will own the Intellectual Property in the Results, Results and may take such steps as it he may decide from time to time, and at its his 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 Contractor or the party engaging that student or contractor (as the case may be) will ensure that that the student and that the 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. 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. 4.5 The Transferee will notify 4.4 To the Transferor promptly after identifying extent that any Result or any Improvement that Intellectual Property in the Transferee believes Results is patentablecapable of prospective assignment, 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 Contractor now assigns those Intellectual Property to the Transferor Commissioner; and to the extent any Intellectual Property in the reports provided under clause 2.5Results cannot prospectively be assigned, the Contractor will assign those Intellectual Property to the Commissioner as and when they are created. 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 Commissioner grants the Transferee Contractor a royalty-free, non-exclusive licence to use the Improvements Results for the purpose of carrying out the Project, but for no other purpose. The Transferee Contractor may not grant any sub-licence to use the ImprovementsResults.