2.12  Third Party Software

(a)  Notwithstanding anything to the contrary in this Schedule, to the extent that any item of Project Co Material is Third Party Software, at the State's option, Project Co must (or must procure any Project Co Associate to):

(i)  license that item of Third Party Software to the State and each State Associate, if Project Co is legally able to do so, and on the terms of the licence granted to Project Co or any Project Co Associate by the third party licensor (and Project Co must use all reasonable endeavours to procure the consent of that licensor to grant that licence to the State and each State Associate); or

(ii)  procure (at the State's cost) a licence of that item of Third Party Software from the third party licensor to the State and each State Associate on terms approved by the State.

(b)  If, despite using all reasonable endeavours to do so, Project Co is unable to license (or, if applicable, procure a licence of) any Third Party Software owned by a third party to the State and each State Associate, as required under section 2.12(a), Project Co must consult with the State and do all things reasonably necessary to obtain for the benefit of the State and each State Associate such rights or arrangements as the State requires for any purpose under, or contemplated by, any State Project Document or for the Project Assets and its use or the Project more generally.