Intellectual Property/Patents/Commercial Activities

1. The Foundation, by charity law, is under an obligation to ensure that the results of research which they fund are published "for the public good". At the same time, they recognise the pressures which are upon the Host Institution and, therefore, the following conditions of this paragraph are intended to pay due note to both of these potentially disparate requirements.

2. The project research results will belong to the Host Institution.

3. In addition to the reports required from the sponsored individual to the Foundation and Host Institution, the individual shall inform the Host Institution and the Foundation promptly of any Project Research Results which are reasonably considered to be patentable or could be commercially exploited, or both.

4. The Project Research Results must be considered for patent protection by the Host Institution. Publication of the Project Research Results must be delayed until such consideration and until patenting, if there is to be such patenting either by the Host Institution or by the Foundation. Notwithstanding the above, no unnecessary delay should be allowed to occur before publication is sought.

5. Where the Host Institution considers that patent protection of any of the Project Research Results would be appropriate, the Foundation and the Host Institution shall in good faith agree whether or not to proceed with such patent protection. If they agree to proceed, the Foundation and the Host Institution shall agree a strategy for registering and protecting the Project Research Results in the name of the Host Institution, including in the case of inventions, a strategy for filing patent applications and the countries to be covered by such applications. The Host Institution shall bear all costs in connection with any Project Research Results patented pursuant to this clause.

6. The Host Institution shall ensure that, where appropriate, the Project Research Results are marked with copyright notices prior to publication.

7. The Host Institution shall use reasonable endeavours to ensure that no third party infringes any intellectual property rights in the Project Research Results. Where the Host Institution becomes aware, or has reasonable grounds to suspect that any third party is infringing such intellectual property rights, it shall take reasonable steps to stop such infringement.

8. If the Host Institution decides not to patent any patentable Project Research Results, the Host Institution shall notify the Foundation. In such circumstances, the Foundation shall have the right to, but shall not be obliged to, seek patent protection of such patentable Project Research Results as joint applicants (either themselves or through any nominee). The Host Institution shall fully co-operate and ensure that the Fellow and any other staff engaged in the Project co-operate with the Foundation (including any nominee), as applicable so that the Foundation, or both (including any nominee) may exercise its right.

9. The following provisions shall apply in relation to the commercial exploitation of Project Research Results:-

9.1 Subject to 9.2, where the Host Institution or Fellow wishes to enter into any arrangement to further develop with a third party, exploit, transfer, licence or otherwise deal in the Project Research Results or any intellectual property rights therein (an "Agreement"), the Host Institution or Fellow shall notify the Foundation promptly with details of the proposed Arrangement.

9.2 The prior written consent of the Foundation will be required for an Arrangement and neither the Host Institution nor the Fellow shall agree any terms relating to an Arrangement (either verbally or in writing) without such consents; and

10. The Host Institution and Fellow acknowledge that the Foundation may, as a condition of giving such consent to an Arrangement, require the Host Institution or Fellow to enter into an agreement with the Foundation (or, if appropriate, a trading subsidiary of the Foundation), providing for the sharing with the Foundation of any benefits arising from the Arrangement (whether in the form of revenues, capital sums, shares in company or some contribution to the funding, the protection by registration or other means) of the Project Research Results in question. The distribution of any benefits resulting from such an Arrangement shall be shared equally between the Fellow, the Host Institution, and the Foundation, after the costs incurred in obtaining appropriate patent protection and other relevant expenditure have been met. The Host Institution and Fellow shall maintain full and accurate records of all aspects of each Arrangement and the benefits arising there from and shall make these available to the Foundation (and/or their trading subsidiaries) on request.

11. Neither the Fellow nor any other individual involved in the Project may without the prior written consent of the Foundation:-

- benefit personally from any equity interest (substantive or by rights, options or otherwise) as a result of the commercial exploitation of the Project Research Results.

- enter into any arrangements with any commercial enterprise that will, in any way, allow the commercial exploitation of the Project Research Results; or

- accept any appointment as a consultant, or enter into confidentiality agreements or use materials or compounds not obtained commercially, where any third party would place restrictions on the publication of, or obtain knowledge prior the publication of, the Project Research Results other than those relating specifically to the material or compound supplied.

12. The Host Institution shall not without the prior written consent of the Foundation assign, transfer or in any other way grant or part with any intellectual property rights arising from the Project Result Results save for in accordance with this Agreement.

13. If the Foundation so request, the Host Institution shall grant the Foundation as applicable, a non-exclusive, irrevocable, royalty-free, worldwide licence to use any Project Research Results for non-commercial purposes and to reproduce and publish the Project Research Results to further the interests or objective of the Foundation.