37.  ASSIGNMENT OF IPR IN DATABASES

37.1  The Contractor hereby assigns to the Authority, with full title guarantee, title to and all rights and interest in the Database or shall procure that the first owner of the Database assigns it to the Authority on the same basis.

37.2  The assignment under Clause 37.1 shall either take effect on the Effective Date or as a present assignment of future rights that will take effect immediately on the coming into existence of the Database, as appropriate.

37.3  The Contractor shall waive or procure a waiver of any moral rights in the Database assigned to the Authority under this Agreement.

37.4  To the extent that it is necessary for the Authority to obtain the full benefits of ownership of the Database, the Contractor hereby grants to the Authority and shall procure that any relevant third party licensor shall grant to the Authority a perpetual, irrevocable, non-exclusive, assignable, royalty-free and licence to Use, sub-license and/or commercially exploit any Contractor's Background IPRs or IPRs owned by a third party that are embedded in or which are an integral part of the Database.