Common use of USE OF IPR Clause in Contracts

USE OF IPR. 10.1 Each Party grants to the other Parties (and their respective Affiliates) a non-exclusive, royalty- free licence to: 10.1.1 use its Resulting IPR for their own internal research and development purposes but not for the purposes of commercial exploitation; and 10.1.2 subject to any existing third party obligations, use its Background IPR for the purpose of undertaking the Project and to enable the use of the Resulting IPR pursuant to Clause 10.1.1 but not for the purposes of commercial exploitation. 10.2 In the event that any Party wishes to exploit commercially Resulting IPR owned by another Party, the owner of the Resulting IPR shall grant to such Party a non-exclusive licence to use such Resulting IPR for that purpose, subject to the agreement of appropriate terms in relation thereto, including a royalty and/or other appropriate form of remuneration which is fair and reasonable taking into consideration the respective financial and technical contributions of the Parties concerned to the development of the Resulting IPR, the expenses incurred in securing intellectual property protection thereof and the costs of its commercial exploitation and any use of Background IPR. 10.3 Should any of the Parties wish to exploit its own Resulting IPR with a third party during the duration of the Project, that Party must notify the other Parties before approaching said third party, always provided that the disclosure of information required for such exploitation is subject to the obligations of confidentiality at least equivalent to those under Clause 13. 10.4 Each Party agrees (where it is free and reasonably able to do so) to license on fair and reasonable terms its Resulting IPR and Background IPR that may be required to enable any other Party to exploit its own Resulting IPR, always subject to the obligations of confidentiality under Clause 13. 10.5 With regard to joint inventions, the Parties owning such inventions agree to co-operate fully in the protection of such joint inventions and each Party shall be entitled to make use of such joint inventions subject only to negotiating a licence in good faith from the other Party for its interest in such joint inventions on similar terms to those set out in clause 10.2.

USE OF IPR. 10.1 Each Party grants to each of the other Parties (and their respective Affiliates) a non-exclusive, royalty- royalty-free licence to: 10.1.1 : use its Resulting IPR for the purposes of the Project and the MAGIC Services and their own internal research research, teaching and development purposes but not for the purposes of commercial exploitation; and 10.1.2 and subject to any existing third party obligations, use its Background IPR for the purpose of undertaking the Project and to enable the use of the Resulting IPR pursuant to Clause 10.1.1 but not for the purposes of commercial exploitation. 10.2 . In the event that any Party wishes to exploit commercially Resulting IPR owned by another Party, the owner of the Resulting IPR shall grant to such Party a non-exclusive licence to use such Resulting IPR for that purpose, subject to the agreement of appropriate terms in relation thereto, including a royalty and/or other appropriate form of remuneration which is fair and reasonable taking into consideration the respective financial and technical contributions of the Parties concerned to the development of the Resulting IPR, the expenses incurred in securing intellectual property protection thereof and the costs of its commercial exploitation and any use of Background IPR. 10.3 . Should any of the Parties wish to exploit its own Resulting IPR with a third party during the duration of the Project, that Party shall be free to do so provided always that it shall must notify the other Parties before approaching entering into an agreement with said third party, always provided that the disclosure of information required for such exploitation is subject to the obligations of confidentiality at least equivalent to those under Clause 13. 10.4 . Each Party agrees (where it is free and reasonably able to do so) to license on fair and reasonable terms its Resulting IPR and Background IPR that may be required to enable any other Party to exploit its own Resulting IPR, always subject to the obligations of confidentiality under Clause 13. 10.5 . With regard to joint jointly owned Resulting IPRjoint inventions, the Parties owning such the samesuch inventions agree to co-operate fully in the protection of such joint jointly owned Resulting IPRjoint inventions and each Party shall be entitled to make use of such joint inventions inventionsthe same subject only to negotiating a licence in good faith from the other Party for its interest in such joint inventions on similar terms to those set out in clause 10.210.2for any purpose as agreed by the joint owners.

USE OF IPR. 10.1 Each Party grants to each of the other Parties (and their respective Affiliates) a non-non- exclusive, royalty- royalty-free licence to: 10.1.1 use its Resulting IPR for the purposes of the Project and the MAGIC Services and their own internal research research, teaching and development purposes but not for the purposes of commercial exploitation; and 10.1.2 subject to any existing third party obligations, use its Background IPR for the purpose of undertaking the Project and to enable the use of the Resulting IPR pursuant to Clause 10.1.1 but not for the purposes of commercial exploitation. 10.2 In the event that any Party wishes to exploit commercially Resulting IPR owned by another Party, the owner of the Resulting IPR shall grant to such Party a non-exclusive licence to use such Resulting IPR for that purpose, subject to the agreement of appropriate terms in relation thereto, including a royalty and/or other appropriate form of remuneration which is fair and reasonable taking into consideration the respective financial and technical contributions of the Parties concerned to the development of the Resulting IPR, the expenses incurred in securing intellectual property protection thereof and the costs of its commercial exploitation and any use of Background IPRremuneration. 10.3 Should any of the Parties wish to exploit its own Resulting IPR with a third party during the duration of the Project, that Party must shall be free to do so provided always that it shall notify the other Parties before approaching entering into an agreement with said third party, always provided that the disclosure of information required for such exploitation is subject to the obligations of confidentiality at least equivalent to those under Clause 13. 10.4 Each Party agrees (where it is free and reasonably able to do so) to license on fair and reasonable terms its Resulting IPR and Background IPR that may be required to enable any other Party to exploit its own Resulting IPR, always subject to the obligations of confidentiality under Clause 13. 10.5 With regard to joint inventionsjointly owned Resulting IPR, the Parties owning such inventions the same agree to co-operate fully in the protection of such joint inventions jointly owned Resulting IPR and each Party shall be entitled to make use of such the same for any purpose as agreed by the joint inventions subject only to negotiating a licence in good faith from the other Party for its interest in such joint inventions on similar terms to those set out in clause 10.2owners.

USE OF IPR. 10.1 Each Party grants to the other Parties (and their respective Affiliates) a non-non- exclusive, royalty- royalty-free licence to: 10.1.1 use its Resulting IPR for their own internal research and development purposes but not for the purposes of commercial exploitation; and 10.1.2 subject to any existing third party obligations, use its Background IPR for the purpose of undertaking the Project and to enable the use of the Resulting IPR pursuant to Clause 10.1.1 but not for the purposes of commercial exploitation. 10.2 In the event that any Party wishes to exploit commercially Resulting IPR owned by another Party, the owner of the Resulting IPR shall grant to such Party a non-non- exclusive licence to use such Resulting IPR for that purpose, subject to the agreement of appropriate terms in relation thereto, including a royalty and/or other appropriate form of remuneration which is fair and reasonable taking into consideration the respective financial and technical contributions of the Parties concerned to the development of the Resulting IPR, the expenses incurred in securing intellectual property protection thereof and the costs of its commercial exploitation and any use of Background IPR. 10.3 Should any of the Parties wish to exploit its own Resulting IPR with a third party during the duration of the Project, that Party must notify the other Parties before approaching the said third party, always provided that the disclosure of information required for such exploitation is subject to the obligations of confidentiality at least equivalent to those under Clause 13. 10.4 Each Party agrees (where it is free and reasonably able to do so) to license on fair and reasonable terms its Resulting IPR and Background IPR that may be required to enable any other Party to exploit its own Resulting IPR, always subject to the obligations of confidentiality under Clause 13. 10.5 With regard to joint inventions, the Parties owning such inventions agree to co-co- operate fully in the protection of such joint inventions and each Party shall be entitled to make use of such joint inventions subject only to negotiating a licence in good faith from the other Party for its interest in such joint inventions on similar terms to those set out in clause 10.2.

USE OF IPR. 10.1 Each Party grants to the other Parties (and their respective Affiliates) a non-exclusive, royalty- free licence to: 10.1.1 use its Resulting IPR for their own internal research and development purposes but not for the purposes of commercial exploitationexploitation or intellectual property rights protection; and 10.1.2 subject to any existing third party obligations, use its Background IPR for the purpose of undertaking the Project and to enable the use of the Resulting IPR pursuant to Clause 10.1.1 but not for the purposes of commercial exploitationProject. 10.2 In the event that any Party wishes to exploit commercially Resulting IPR owned by another Party, the owner of the Resulting IPR shall may grant to such Party Party, at its sole discretion, a non-non- exclusive licence to use such Resulting IPR for that purpose, subject to the agreement of appropriate terms in relation thereto, including a royalty and/or other appropriate form of remuneration which is fair and reasonable taking into consideration the respective financial and technical contributions of the Parties concerned to the development of the Resulting IPR, the expenses incurred in securing intellectual property protection thereof and the costs of its commercial exploitation and any use of Background IPR. 10.3 Should any of the Parties wish to exploit its own Resulting IPR with a third party during the duration of the Project, that Party must notify the other Parties before approaching said third party, always provided that the disclosure of information required for such exploitation is subject to the obligations of confidentiality at least equivalent to those under Clause 13. 10.4 Each Party agrees (where it is free and reasonably able to do so) to that it may grant a license on fair and reasonable terms to its Resulting IPR IPR, and to any Background IPR that may be required is necessary to enable any other such Party to exploit its own Resulting IPR, always subject to the obligations of confidentiality under Clause 13. 10.5 10.4 With regard to joint inventions, the Parties owning such inventions agree to co-operate fully in the protection of such joint inventions and each Party shall be entitled to make use of such joint inventions subject only to negotiating a licence in good faith from the other Party for its interest in such joint inventions on similar terms to those set out in clause 10.2. 10.5 Any disputes between the Parties regarding this Clause 10 shall be dealt with by following the dispute resolution procedures set out in Clause 21 below. 10.6 Except as otherwise permitted in this Agreement, a Party shall not (and shall not permit a third party to): 10.6.1 modify, decrypt or reverse engineer any of another Party’s Background IPR or Resulting IPR; or 10.6.2 sublicense or otherwise transfer any of another Party’s Background IPR or Resulting IPR.