22.2 Each of the Parties represents and warrants to each other that:
(b) except to the extent disclosed to the remaining Parties at the time of making available such Background Intellectual Property, that Background Intellectual Property is unencumbered; and
(c) it will not encumber or otherwise deal with, dispose of or Commercialise that Background Intellectual Property, during such time as the Board determines it is necessary for the performance of the Activities except with the prior approval of the Board (such approval not to be unreasonably withheld).
22.4 Each Program Leader shall maintain a register recording such Background Intellectual Property as is made available by a Party for a Program. It shall be the responsibility of the member or members of the Board representing that Party to approve the register and any amendments to it.
22.5 Subject to clause 22.1, to strict compliance with this Agreement and a Party not prejudicing the ability of the owner of Background Intellectual Property to seek appropriate protection for Background Intellectual Property, each Party shall have a non-exclusive royalty-free right to use any other Party's Background Intellectual Property for the purposes of the Activities other than Commercialisation, as approved by the Board.
22.6 A Party is free to use its Background Intellectual Property to conduct research or training outside the scope of the Activities.
22.7 Where a Party who intends to conduct research or training outside the Activities wishes to use Background Intellectual Property owned by another Party, the Party so wishing to use another Party's Background Intellectual Property shall only be permitted to do so subject to obtaining a non-exclusive licence upon terms agreed by the Party owning that Background Intellectual Property.
22.8 The Parties agree that they will take all necessary steps to protect Background Intellectual Property and give each other prompt notice of any infringement of Background Intellectual Property which comes to their attention. Each Party agrees to give all Parties who own such Background Intellectual Property all assistance which they may reasonably require in order to protect that Party's Background Intellectual Property, provided that the Parties requiring such assistance indemnify the Party providing the assistance for all reasonable costs and expenses of so doing.