Provision Language
Definitions
“Academic and Research Purposes” research [(except [insert any exceptions]), teaching[, and] education [and Clinical Patient Care];
“Background” any information, data, techniques, Know–how, inventions, software, discoveries and materials (regardless of the form or medium in which they are disclosed or stored) which are provided by one Party (whether belonging to that Party or to a third party) to another Party for use in the Project, and whether before or after the date of this Agreement, except any Result.
“Results” all information, data, techniques, Know-how, results, inventions, discoveries, software and materials (regardless of the form or medium in which they are disclosed or stored) identified or first reduced to practice or writing in the course of the Project, and any Intellectual Property Rights arising from any of the above.
4. USE AND EXPLOITATION OF INTELLECTUAL PROPERTY RIGHTS
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4.2 [Each Party grants each of the other Parties a royalty-free, fully paid-up, non-exclusive licence to use its Background for the purpose of carrying out the Project. None of the Parties may grant any sub-licence to use any other Party’s Background except that any Commercial Party may allow any of its Group Companies, and any person working for or on behalf of it or any of its Group Companies, to use any Party’s Background for the purpose of carrying out the Project.
OR
[Each Party grants each of the other Parties a royalty-free, fully paid-up non-exclusive licence to use its Background for the purpose of carrying out the Project and[, in return for the payments to be made to it under the Payment Plan,] each Party grants to each of the other Parties a non-exclusive[, fully paid-up, royalty free] licence (with the right to sub-license) to use the Intellectual Property in its Background to the extent necessary to allow it to exercise the rights to use the Results granted to it in clause 4.9. The licence granted in this clause 4.2 will automatically terminate on the termination of the licence granted in clause 4.9.]
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4.8 Each Party grants each of the other Parties a royalty free, non-exclusive licence to use the Results for the purpose of carrying out the Project [and Clinical Patient Care]. None of the Parties may grant any sub-licence to use any other’s Results except that any Commercial Party may allow any of its Group Company and any person working for or on behalf of that Commercial Party or any of its Group Companies to use the Results for the purpose of carrying out the Project.
4.9 [In return for the payments to be made to it under the Payment Plan,] In addition to the rights granted in clause 4.8, each Party grants each of the other Parties a non-exclusive, indefinite[, fully paid-up, royalty free] licence (with the right to sub-license) to use the Intellectual Property Rights in any of the Results for any purpose, in addition to carrying out the Project.
4.10 Each Academic Party and each of its employees and students will have the irrevocable, royalty-free right to use any of the Results [(except the following types of Result: [insert details]) for Academic and Research Purposes [including] OR [excluding] research projects which are carried out by the Academic Party with any third party [in the commercial sector] [and Clinical Patient Care.
4.11 [None of the Parties will exploit the Results in any way that is in breach of the Funding Conditions but, subject to that, each Party will use all reasonable endeavours to exploit the Results. To that end the Parties will endeavour to agree a strategy for the exploitation of the Results.]
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