36.3  Obligation

Where, after having used its reasonable endeavours, the private party is unable to procure the grant to government of any of the licences required to be granted by third parties and the material which is the subject of the relevant IP rights is generally commercially available on reasonable commercial terms then government may exclude such third party IP from the requirement to provide a licence under section 36.2. Government and the private party will negotiate in good faith with a view to the private party obtaining such rights or arrangements for government's or its associates' benefit as government reasonably requires having regard to government's rights as set out in section 36.8.1. Government and the private party will also negotiate in good faith where, after having used its reasonable endeavours, the private party is unable to grant to government any of the licences the private party is required to grant.