2.5  Developed Intellectual Property

(a)  (Ownership of Developed Intellectual Property): All Developed Intellectual Property will be owned by the State (or its nominee) and to the extent necessary to give effect to this, Project Co assigns to the State (or its nominee) all of its rights, title and interest in the Developed Intellectual Property. The ownership of each component of the Developed Intellectual Property vests in the State (or its nominee) on the later of:

(i)  the date of this Deed; and

(ii)  creation of the relevant component of the Developed Intellectual Property.

(b)  (Assignment): To the extent that any Developed Intellectual Property is owned by a party other than Project Co, Project Co will procure that party to assign its rights, title and interest in such Developed Intellectual Property to the State.

(c)  (Developed Intellectual Property licence): The State grants to Project Co a non-exclusive, irrevocable, worldwide, royalty-free licence during the Term to exercise the Intellectual Property Rights referred to in sections 2.5(a) and 2.5(b) solely for the purposes of performing its obligations under any State Project Document.  This licence may be sublicensed (free of charge) subject to such conditions as the State may reasonably impose.