Background IP Licence to use Background IP Each party hereby makes its Background IP available to the other [party/parties] on a non-exclusive basis to be used solely for the Research Project. Each Contributing Party grants to the other [party/parties] a non-exclusive, royalty-free licence to use the Contributing Party's Background IP solely for the purpose of conducting the Research Project in accordance with this Agreement other than for Commercialisation. Property in the Background IP Each acknowledges and agrees that Background IP of a Contributing Party shall at all times remain the property of that Contributing Party. [Note: Include the following sentence if Improvements are to constitute Background IP.] [For the avoidance of doubt, any Improvements to Contributed IP of a Contributing Party will also be the property of that Contributing Party notwithstanding which party made the Improvements to that Contributed IP.] Improvements [Note: Include this clause if Improvements are to constitute Background IP.] Each party (Improving Party) acknowledges and agrees that if it, or anyone who it retains to perform any services in relation to the Research Project, makes any Improvement to the Contributing Party's Contributed IP, whether during or after the Research Project Term (each such Improvement an Improving Party Improvement), all right, title and interest (including Intellectual Property) in the Improving Party Improvement will be assigned to the Contributing Party, free from all encumbrances and without charge, effective on the date of creation of the Improving Party Improvement, without any further requirement. The Improving warrants to the Contributing Party that: it has the right to assign all right, title and interest (including Intellectual Property) in and to each Improving Party Improvement to the Contributing Party in accordance with clause 3.3(a), and to this end the Improving Party has ensured that, prior to such assignment becoming effective, any person who has any right, title or interest (including Intellectual Property) in or to that Improving Party Improvement has assigned such right, title or interest to the Improving Party; the performance by the Improving of its obligations under clause 3.3(a) will not cause it to be in breach of any agreement or understanding to which it is a party or is subject; and subject to any written disclosure by the Improving Party to the Contributing Party, given at any time during or after the Research Project Term, to the best of the Improving Party’s actual knowledge, the use of the Improving Party Improvement will not infringe the Intellectual Property of any third party. The Improving Party agrees to:
10(d). The parties intend that the sharing of Commercialisation benefits should reflect each party’s contribution to the relevant Project IP, having regard to Contributions (including know-how and inventorship). (c) The Owning Party shall be responsible for the payment of any costs relating to Commercialisation and shall have the right to recoup as a first charge all such costs from any income whatsoever derived from the Commercialisation of the Project IP prior to any payment under this clause 6.2. Option B Where Ownership is divided based on agreement, contribution or inventorship. Insert: (a) [Party A/Party B/Party C/Party D] (First Party) shall be the lead institution for the purposes of Commercialising the Project IP, and is granted the sole and exclusive right to Commercialise any Project IP worldwide. The First Party may give written notice that it does not wish to exercise any or all of its rights in relation to Commercialising Project IP, in which case, [Party A/Party B/Party C/Party D] (Second Party) shall have an exclusive right to Commercialise that Project IP which the First Party has elected not to Commercialise or exercise those rights which the First Party has elected to forgo. [The Second Party may give written notice that it does not wish to exercise any or all of its rights in relation to Commercialising Project IP, in which case, [Party A/Party B/Party C/Party D] (Third Party) shall have an exclusive right to Commercialise that Project IP which the Second Party has elected not to Commercialise or exercise those rights which the Second Party Effect on other clauses: Only use if you Option B, C or D in clause 6.1. Must choose Option B in clause 6.3. Must have the right of refusal in clause 9.4.