23.2 No Party shall deal with, Commercialise, dispose of or encumber any interest which it might hold in Centre Intellectual Property, except as authorised in this Agreement or with the written consent of all other Parties.
23.3 Each Party shall 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 Centre Intellectual Property in the Parties as contemplated by clause 23.1.
23.4 Each Party shall upon request from either the Director or from any other Party provide to the Director or that other Party information regarding Centre Intellectual Property and shall give to the Director or other Party access to all records and information in its possession related to the Centre Intellectual Property.
23.5 The Parties shall use their best efforts to ensure that their respective employees (including Seconded Personnel), agents, sub-contractors, postgraduate students under their supervision or other persons participating in the Activities:
(b) shall promptly communicate details of it to the relevant Program Leader; and
(c) shall promptly do all acts and things and execute all documents necessary for the purpose of vesting ownership of the Centre Intellectual Property in the Parties in equal shares and to otherwise give effect to the intentions of the Parties as set out in clauses 22, 23 and 24.
23.7 Where a Party who intends to conduct research or training outside the Activities wishes to use Centre Intellectual Property of which it does not have exclusive ownership, the Party so wishing to use the Centre Intellectual Property shall only be permitted to do so subject to obtaining a non-exclusive licence upon terms agreed by the other Parties.
23.8 The Parties shall give each other prompt notice of any infringement of Centre Intellectual Property which comes to their attention and each Party agrees to give a Party all assistance which it may reasonably require in order to protect that Party's interest in Centre Intellectual Property, provided that the Party requiring such assistance indemnifies the Party providing the assistance for all reasonable costs and expenses of so doing.
23.9 Subject to clause 22 and clause 23.6, where a Party outside the Activities develops further Intellectual Property based on Centre Intellectual Property or on Background Intellectual Property, that further Intellectual Property shall remain the property of the developing Party. Should the developing Party require a licence from the owners of Background Intellectual Property and/or the owners of Centre Intellectual Property in order for the developing Party to Commercialise its further Intellectual Property, the developing Party shall obtain a licence from the owners of Background Intellectual Property and/or Centre Intellectual Property on terms agreed between the owners of that Background Intellectual Property and/or Centre Intellectual Property.
23.10 If a Program Leader considers that a particular development arising from that Program may be patentable or the subject of other forms of Intellectual Property protection, the Program Leader shall promptly communicate details of that development to the Board.
23.11 The Board shall decide in consultation with the Parties whether the development warrants pursuing Patent protection, or other forms of Intellectual Property protection, and if it does, in which countries protection should be sought.
23.12 Unless otherwise agreed by the Board, the Director is to apply for, maintain and prosecute any form of Intellectual Property protection decided upon under clause 23.11.
23.13 If patenting or other registrable forms of Intellectual Property protection of Centre Intellectual Property is pursued, it is to be in the names of the Party or Parties by whom it is owned, as set out in clause 23.1.
23.14 The obligations of Parties to apply for Patents or any other Intellectual Property rights in relation to Centre Intellectual Property are subject to the following:
(a) it is the responsibility of the Executive Committee to advise the Board of any innovative developments arising from the Activities which the Executive Committee believes may be patentable or otherwise protectable or which may constitute Centre Intellectual Property;
(b) none of the Parties owning patentable and other protectable Background Intellectual Property and/or Centre Intellectual Property shall unreasonably abandon or allow to lapse any such Patent or other Intellectual Property applications or grants without the prior written consent of the Board; and
(c) if the Board decides not to obtain Patent or other Intellectual Property rights in relation to Background Intellectual Property and/or Centre Intellectual Property in a particular country the Party who owns the Background Intellectual Property or the Centre Intellectual Property may obtain and maintain those rights in those countries at its own expense and Commercialise the Background Intellectual Property and/or the Centre Intellectual Property in those countries at its own expense and for its own benefit without having to account to the Parties for any benefits it receives as a result of the Commercialisation of that Background Intellectual Property and/or Centre Intellectual Property.
23.15 Subject to clause 23.14, the Account may be drawn upon to meet all costs associated with applying for, maintaining and prosecuting Patent or any other form of Intellectual Property protection associated with Centre Intellectual Property and the application, maintenance and prosecution of any actions which may be associated with any such Intellectual Property and such drawings shall be deemed to be expenses incurred in the performance of the Activities.