Common use of Commercial Exploitation Clause in Contracts

Commercial Exploitation. The Researcher shall identify and inform AHDB in Writing of any Results which they consider suitable for commercial exploitation and shall at AHDB’s request and expense use reasonable endeavours to pursue or procure or encourage such exploitation for the benefit of AHDB and the Industries. The Researcher shall identify and inform AHDB in Writing of any Results relating to the Project which may be suitable for patent, copyright, registered design, trademark or other legal protection and shall at AHDB’s request use reasonable endeavours to apply for and maintain at AHDB’s expense such protection in the name of AHDB in all or any part of the world. Where AHDB does not wish to protect any such Results in any part of the world but the Researcher desires such protection to be obtained then the Researcher may at its own cost obtain and maintain such protection in the name of AHDB. Subject to paragraph below and without prejudice to paragraph above, unless otherwise agreed on fair and reasonable terms the income from the commercial exploitation of the Results shall, after deduction of allowable costs as described in paragraph below, be apportioned between the Parties as follows: AHDB 60%; the Researcher 40%. Such income shall be payable for the longer of: The term of any patent arising from or incorporating any of the Results; or The period in which any Know-How arising from the Results and used in any products or services exploited by the Researcher remains secret and substantial. Such allowable costs shall not include any of the sums referred to in Schedule B and shall be limited to: the registration fees for the registering of any rights in relation to such Results; any legal costs reasonably incurred in relation to legal proceedings in relation to such Results in any appropriate forum and before any appropriate tribunal in any country and any costs ordered by any such tribunal to be paid by the Parties or any of them; any other reasonable cost or expenditure which may be agreed from time to time by AHDB and the Researcher; and subject to AHDB’s prior agreement, any reasonable relevant marketing, packaging and/or distribution costs, and any relevant experimental development costs including costs of field trials and/or demonstration projects incurred by the Parties. The Researcher shall have sole responsibility for making any payments due to its employees or contractors under any rewards or incentive schemes, whether contractual, ex gratia, or statutory, in relation to the Results, and any such payments shall not be a cost or expenditure liable to be subtracted from any Income pursuant to paragraph above.