8. Intellectual Property
8.1 Background Rights. Except as expressly provided in Section 8.3, neither MPP nor SAMRC transfers by operation of this Agreement or otherwise any intellectual or tangible property right, including patent right, copyright, or any other proprietary right owned as of the commencement date of this Agreement or arising outside of the Project. Nothing to the contrary shall be implied and all such rights, titles and interests are reserved.
8.2 Inventions. “Inventions” means all ideas, inventions or discoveries conceived, first created or made in the performance the Project, and if solely by MPP shall be owned by MPP, solely by SAMRC shall be owned by SAMRC, solely by one of the sub–grantees shall be owned by such sub–grantee or jointly by SAMRC and / or MPP and / or one or more of the sub–grantees shall be jointly owned by the applicable Parties. For the purposes of meeting the requirements for joint ownership in terms of the South African Intellectual Property Rights from Publicly Financed Research and Development Act No. 51 of 2008 and associated regulations (“the IPR Act”) the Parties acknowledge that MPP, SAMRC and the sub–grantees are all contributing resources to the Project and that the joint owners agree on commercialization of such jointly owned Inventions in accordance with the remainder of this Section 8.2 and Section 8.3. In case of joint ownership, MPP and SAMRC and sub–grantee(s), where applicable, shall ask for the other Party’s prior written consent for the exercise of such joint ownership including, without limitation any disposal, protection, sale, management or security over such rights. SAMRC will provide MPP with a disclosure of all the data generated under this Agreement and each Invention in such detail as MPP may reasonably require in the reports provided in accordance with Section 6.1.