(a) (Relationship with Intellectual Property Rights owner): Project Co shall use reasonable endeavours to ensure that it maintains its relationship with the owner of any Licensed Intellectual Property (not owned by Project Co) or Third Party Software.
(b) (Change in relationship): If any circumstances occur whereby the direct or indirect relationship between Project Co and the owner of any Licensed Intellectual Property (not owned by Project Co) or Third Party Software changes or is likely to change, then Project Co must:
(i) immediately notify the State in writing, which notice must describe, with a reasonable level of detail, the nature of those circumstances and their effect or likely effect on the State;
(ii) notwithstanding those circumstances, use its best endeavours to procure that the owner of the Licensed Intellectual Property or Third Party Software permits the State to continue exercising its rights to the Licensed Intellectual Property as if such circumstances did not occur, or as the case requires, had not occurred; and
(iii) do, and must use best endeavours to procure that the owner of the Licensed Intellectual Property or Third Party Software and Project Co will do, all such acts and things as the State reasonably requests in order to give effect to this section 2.16.
(c) (Circumstances): Circumstances referred to in section 2.16(b) include termination of any licensing arrangement or circumstances involving an inability to pay debts.
(d) (Deeds of assurance): Project Co must ensure that no arrangements with respect to Intellectual Property Rights owned by, or licensed to, a Core IP Provider are entered into in connection with the Project, the Project Assets, the Project Activities or the Project Co Materials without Project Co and the relevant Core IP Provider having delivered to the State duly executed Deeds of Assurance in relation to any Licensed Intellectual Property and Third Party Software owned by, or licensed to, the Core IP Provider.
(e) (Delivery of List of Intellectual Property): Immediately prior to Financial Close, Project Co must deliver the List of Intellectual Property (current at that date) to the State.
(f) (Notice of Intellectual Property Rights not on List of Intellectual Property): Prior to entering into any arrangements with respect to any Intellectual Property Rights which are not specified on the List of Intellectual Property, Project Co must provide the State with written notice specifying:
(i) the nature of the Intellectual Property Rights;
(ii) the owner of the Intellectual Property Rights and, if relevant, the licensor and licensee of the Intellectual Property Rights; and
(iii) details of the proposed arrangements to be entered into with respect to the Intellectual Property Rights.
(g) (Nomination): The State may, acting reasonably, nominate any owner of, or holder of rights in, Intellectual Property Rights:
(i) identified in the List of Intellectual Property; or
(ii) provided by Project Co to the State under a notice in accordance with section 2.16(f),
as a core provider of intellectual property (each a Core IP Provider), in which case section 2.16(d) will apply.
(h) (Updated List): Project Co must deliver an updated List of Intellectual Property to the State within 20 Business Days after the use of any Intellectual Property Rights not listed on the List of Intellectual Property previously delivered to the State.