Common use of Intellectual Property and Data Clause in Contracts

Intellectual Property and Data. 8.1 All Background Intellectual Property is and shall remain the exclusive property of the party owning it (or, where applicable, the third party from whom its right to use the Background Intellectual Property has derived). This Agreement does not affect the ownership of any Background Intellectual Property. No rights are granted in respect of any Background Intellectual Property except as expressly set out in this Agreement. 8.2 The Trust grants to Huma, a non-exclusive, transferable, sub-licenseable, worldwide, irrevocable, perpetual licence to use its Background Intellectual Property (a) to provide the Services and perform any other activities contemplated by this Agreement and/or the Data Processing Agreement; and (b) to the extent necessary to use or otherwise exploit the Developments and Developed IP. 8.3 Huma shall own any and all Intellectual Property in and to the Developments (“Developed IP”). To the extent that, notwithstanding the foregoing, any Developed IP vests in the Trust, the Trust hereby irrevocably and unconditionally assigns to Huma absolutely with full title guarantee (where appropriate by way of present assignment of future copyright), all right, title and interest in and to any such Developed IP. To the extent that any moral rights in or to such Developed IP vest in any Trust Personnel and to the extent permitted by law, the Trust shall obtain from such Trust Personnel a full and complete waiver of such moral rights. On request from Huma, and at the cost of Huma as to reasonable out-of-pocket expenses, the Trust shall, and shall use commercially reasonable endeavours to procure that any necessary Trust Personnel shall, promptly execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to the foregoing. 8.4 Save as expressly set out in this Agreement: no right or title to the Intellectual Property of either party is granted to the other party; and neither party shall use any of the other party’s Intellectual Property in its business, corporate, legal, trade or domain name or trade dress. All goodwill related to or generated by the use of a party’s trade marks or other Intellectual Property by the other party shall inure for the benefit of the first party. The Trust shall not remove, obscure or alter any proprietary or Intellectual Property notices or legends displayed in or on any Huma Technology. For clarity, the Trust shall require Huma’s prior written consent to use any Huma logo or trade mark. 8.5 The Trust acknowledges and agrees that Huma shall have the exclusive right (subject to the licence granted to the Trust under clause 4.1) to develop, manufacture, market and otherwise exploit the Anonymised Data, and other Developments and Developed IP, for any purpose in connection with improving healthcare and to benefit patients (including for the purposes of research in relation to new medicinal products, medical devices and other clinical discoveries, and to develop and improve Huma's products and services), and that Huma may license, assign and otherwise transfer or deal in the same howsoever.