Project Results. (a) All Project Results created in relation to the Project, upon creation, vest in and will become and remain the property of Prana, only subject to Prana's contractual agreements with the University of Melbourne in relation to this Agreement. Prana is free to deal with, Commercialise, dispose of or encumber any interest which it might hold in Project Results outside the Field as it sees fit. (b) Subject to clause 8.1, no Party will deal with, Commercialise, dispose of or encumber any interest which it might hold in Project Results in the Field, except as authorised in this Agreement, or with the written consent of the other Party to this Agreement. (c) Each Party will co-operate with each other Party and promptly do all acts and things and execute all documents which may be necessary for the purpose of vesting ownership of the Project Results in Prana as contemplated by this clause 7.2. (d) Prana grants to NSV, a first right of refusal to negotiate a worldwide exclusive royalty-bearing sub-licensable licence to Commercialise the Project Results in the Field in accordance with clause 8 of this Agreement. (e) As soon as the Project Leaders are notified under clause 9.1(a) of the creation of any Project Results then, if that Project Results alone or together with any Background IP, meets the Project Decision Criteria, the Project Leaders will within 14 days notify all Parties and the Steering Committee in writing that, from the date of notification, NSV may exercise its right of first refusal to license such Project Results and any relevant Background IP and present NSV with sufficient data to make a decision on the exercise of its right of first refusal. -------------------------------------------------------------------------------- Appendix 2.2c of the Research Collaboration Agreement. Page 10 Project Title = Ab binding ligands for imaging of Alzheimer's Disease (AD) 3rd March 2003 Project Agreement Neurosciences Victoria Ltd and Prana Biotechnology Ltd -------------------------------------------------------------------------------- (f) The Parties are aware of the fact that after NSV has received such notification and data in accordance with clause 7.2(e), NSV has the obligation under the RCA to immediately notify SCHERING which has an exclusive right of first negotiation for a sublicence to ail Project Results and Background IP notified to NSV under this Agreement. (g) Under the RCA SCHERING has the right to evaluate the relevant Project Results and Background IP during a period of 90 days after notification and presentation of sufficient data by NSV. The Parties hereby acknowledge and agree to this right. (h) SCHERING has further the right under the RCA, at its cost, to scientifically check the data, including, where necessary and applicable, a re-evaluation of the experiments or tests. In such case the above mentioned period of 90 days may be extended by another 60 days to allow for such tests. If SCHERING requires access to Project Results in order to decide if the Project Decision Criteria have been met, Prana hereby agree (i) to SCHERING's right under ss. 8.2 of the RCA to perform a due diligence on the Project Results and the Background IP and (ii) to apply reasonable efforts to execute, support and facilitate such access for SCHERING. (i) After SCHERING has informed NSV within the timelines mentioned in 7.2 (g) and (h) respectively above by written notice whether the Decision Criteria have been met and whether SCHERING wishes to obtain a sub-license from NSV, NSV will immediately notify Prana accordingly whether NSV wants to exercise its right of first refusal to negotiate a licence to the relevant Project Results and Background IP. (j) The Decision Criteria may only be amended in accordance with the RCA. Any amendment of the Decision Criteria will be notified to Prana in writing and will become an integral part of this Agreement and the Project Synopsis on the date of that notification. (i) The rights granted to NSV or SCHERING in respect of Project Results are subject to a right in favour of Prana to use and disclose for educational and research purposes to the extent allowed by Clause 10 (Confidentiality and Publications)
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Project Results. (a) All Project Results created in relation to the Project, upon creation, vest in and will become and remain the property of Prana, only subject to Prana's contractual agreements with the University of Melbourne in relation to this Agreement. Prana is free to deal with, Commercialise, dispose of or encumber any interest which it might hold in Project Results outside the Field as it sees fit.
(b) Subject to clause 8.1, no Party will deal with, Commercialise, dispose of or encumber any interest which it might hold in Project Results in the Field, except as authorised in this Agreement, or with the written consent of the other Party to this Agreement.
(c) Each Party will co-operate with each other Party and promptly do all acts and things and execute all documents which may be necessary for the purpose of vesting ownership of the Project Results in Prana as contemplated by this clause 7.2.
(d) Prana grants to NSV, a first right of refusal to negotiate a worldwide exclusive royalty-bearing sub-licensable licence to Commercialise the Project Results in the Field in accordance with clause 8 of this Agreement.
(e) As soon as the Project Leaders are notified under clause 9.1(a) of the creation of any Project Results then, if that Project Results alone or together with any Background IP, meets the Project Decision Criteria, the Project Leaders will within 14 days notify all Parties and the Steering Committee in writing that, from the date of notification, NSV may exercise its right of first refusal to license such Project Results and any relevant Background IP and present NSV with sufficient data to make a decision on the exercise of its right of first refusal. -------------------------------------------------------------------------------- Appendix 2.2c of the Research Collaboration Agreement. Page 10 Project Title = Ab binding ligands for imaging of Alzheimer's Disease (AD) AB clearance mechanisms 3rd March 2003 Project Agreement Neurosciences Victoria Ltd and Prana Biotechnology Ltd --------------------------------------------------------------------------------
(f) The Parties are aware of the fact that after NSV has received such notification and data in accordance with clause 7.2(e), NSV has the obligation under the RCA to immediately notify SCHERING which has an exclusive right of first negotiation for a sublicence to ail all Project Results and Background IP notified to NSV under this Agreement.
(g) Under the RCA SCHERING has the right to evaluate the relevant Project Results and Background IP during a period of 90 days after notification and presentation of sufficient data by NSV. The Parties hereby acknowledge and agree to this right.
(h) SCHERING has further the right under the RCA, at its cost, to scientifically check the data, including, where necessary and applicable, a re-evaluation reevaluation of the experiments or tests. In such case the above mentioned period of 90 days may be extended by another 60 days to allow for such tests. If SCHERING requires access to Project Results in order to decide if the Project Decision Criteria have been met, Prana hereby agree (i) to SCHERING's right under ss. 8.2 of the RCA to perform a due diligence on the Project Results and the Background IP and (ii) to apply reasonable efforts to execute, support and facilitate such access for SCHERING.
(i) After SCHERING has informed NSV within the timelines mentioned in 7.2 (g) and (h) respectively above by written notice whether the Decision Criteria have been met and whether SCHERING wishes to obtain a sub-license from NSV, NSV will immediately notify Prana accordingly whether NSV wants to exercise its right of first refusal to negotiate a licence to the relevant Project Results and Background IP.
(j) The Decision Criteria may only be amended in accordance with the RCA. Any amendment of the Decision Criteria will be notified to Prana in writing and will become an integral part of this Agreement and the Project Synopsis on the date of that notification.
(i) The rights granted to NSV or SCHERING in respect of Project Results are subject to a right in favour of Prana to use and disclose for educational and research purposes to the extent allowed by Clause 10 (Confidentiality and Publications)
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Project Results. (a) All Project Results created in relation to the Project, upon creation, vest in and will become and remain the property of Prana, Prana only subject to Prana's contractual agreements with the University of Melbourne in relation to this Agreement. Prana is free to deal with, Commercialise, dispose of or encumber any interest which it might hold in Project Results outside the Field as it sees fit.
(b) Subject to clause 8.1, no Party will deal with, Commercialise, dispose of or encumber any interest which it might hold in Project Results in the Field, except as authorised in this Agreement, or with the written consent of the other ether Party to this Agreement.
(c) Each Party will co-operate with each other Party and promptly do all acts and things and execute all documents which may be necessary for the purpose of vesting ownership of the Project Results in Prana as contemplated by this clause 7.2.
(d) Prana grants to NSV, a first right of refusal to negotiate a worldwide exclusive royalty-bearing sub-licensable licence to Commercialise the Project Results in the Field in accordance with clause 8 of this Agreement.
(e) As soon as the Project Leaders are notified under clause 9.1(a9.1 (a) of the creation of any Project Results then, if that Project Results alone or together with any Background IP, meets the Project Decision Criteria, the Project Leaders will within 14 days notify all Parties and the Steering Committee in writing that, from the date of notification, NSV may exercise its right of first refusal to license such Project Results and any relevant Background IP and present NSV with sufficient data to make a decision on the exercise of its right of first refusal. -------------------------------------------------------------------------------- Appendix 2.2c of the Research Collaboration Agreement. Agreement Page 10 Project Title = Ab binding ligands for imaging of Alzheimer's Disease (AD) AB Interactions with mitochondrial respiratory chain complexes 3rd March 2003 Project Agreement Neurosciences Victoria Ltd and Prana Biotechnology Ltd --------------------------------------------------------------------------------
(f) The Parties are aware of the fact that after NSV has received such notification and data in accordance with clause 7.2(e), NSV has the obligation under the RCA to immediately notify SCHERING which has an exclusive right of first negotiation for a sublicence to ail Project Results and Background IP notified to NSV under this Agreement.
(g) Under the RCA SCHERING has the right to evaluate the relevant Project Results and Background IP during a period of 90 days after notification and presentation of sufficient data by NSV. The Parties hereby acknowledge and agree to this right.
(h) SCHERING has further the right under the RCA, at its cost, to scientifically check the data, including, where necessary and applicable, a re-evaluation of the experiments or tests. In such case the above mentioned period of 90 days may be extended by another 60 days to allow for such tests. If SCHERING requires access to Project Results in order to decide if the Project Decision Criteria have been met, Prana hereby agree (i) to SCHERING's right under ss. 8.2 of the RCA to perform a due diligence on the Project Results and the Background IP and (ii) to apply reasonable efforts to execute, support and facilitate such access for SCHERING.
(i) After SCHERING has informed NSV within the timelines mentioned in 7.2 (g) and (h) respectively above by written notice whether the Decision Criteria have been met and whether SCHERING wishes to obtain a sub-license from NSV, NSV will immediately notify Prana accordingly whether NSV wants to exercise its right of first refusal to negotiate a licence to the relevant Project Results and Background IP.
(j) The Decision Criteria may only be amended in accordance with the RCA. Any amendment of the Decision Criteria will be notified to Prana in writing and will become an integral part of this Agreement and the Project Synopsis on the date of that notification.
(i) The rights granted to NSV or SCHERING in respect of Project Results are subject to a right in favour of Prana to use and disclose for educational and research purposes to the extent allowed by Clause 10 (Confidentiality and Publications)
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