1. The Licensed IP Owner warrants that it owns/has appropriate rights to [delete whichever alternative is not appropriate] all Intellectual Property in the Licensed Intellectual Property and is entitled to enter into this Deed.
2. The Licensed IP Owner warrants that it has authorised Project Co to grant the IP Licence.
3. If any circumstances occur whereby the Licensed IP Owner's direct or indirect relationship with Project Co concerning the Licensed Intellectual Property changes, or is likely to change, then:
(a) the Licensed IP Owner and Project Co shall immediately notify the State in writing, which notice shall describe, with a reasonable level of detail, the nature of those circumstances and their effect or likely effect on the State;
(b) notwithstanding those circumstances, the State and any entity authorised or licensed by the State may continue exercising its rights under the IP Licence as if such circumstances do not occur, or as the case requires, had not occurred; and
(c) the Licensed IP Owner and Project Co will do all such acts and things as the State reasonably requests in order to give effect to this Deed.
Such circumstances include termination of any licensing arrangement or circumstances involving an inability to pay debts.
4. The Licensed IP Owner shall ensure that any entity which succeeds to, is assigned or otherwise becomes the owner of, any of the Intellectual Property in respect of the Licensed Intellectual Property agrees to be bound by the terms of this Deed as if it were named in this Deed as the Licensed IP Owner and the Licensed IP Owner shall notify the State and Project Co in writing immediately after any such entity succeeds to, is assigned or otherwise becomes the owner of any of the Intellectual Property in respect of the Licensed Intellectual Property.
5. The Licensed IP Owner shall at its cost and expense immediately, on demand by the State, perform all acts and execute all agreements, assurances and other documents and instruments as the State reasonably requests to perfect or give effect to the rights and powers of the State created or intended to be created by this Deed.
6. This Deed shall be governed by the laws in force in Victoria, Australia.
7. The Licensed IP Owner irrevocably submits to and accepts, generally and unconditionally, the non-exclusive jurisdiction of the courts and appellate courts of Victoria with respect to any legal action or proceedings which may be brought at any time relating in any way to this Deed.
8. The Licensed IP Owner irrevocably waives any objection it may now or in the future have to the forum of any action or proceeding, and any claim it may now or in the future have that any action or proceeding has been brought in any inconvenient forum.
9. The Licensed IP Owner agrees that, subject to any rights of appeal which the Licensed IP Owner may have in Victoria or to the High Court of Australia, a judgment or order of a Victorian court in connection with this Deed is conclusive and binding on the Licensed IP Owner and may be enforced against the Licensed IP Owner in the courts of any other jurisdiction.
10. The Licensed IP Owner irrevocably appoints Project Co as its agent to receive service of process or other documents in any action in connection with this Deed and irrevocably agrees that service on Project Co as agent will be sufficient service on it. [Note: this paragraph may be deleted if the Licensed IP Owner has its registered office in Australia.]
11. Each warranty in this Deed is a continuing warranty for the benefit of the State.
12. The State may at any time assign, novate, transfer or otherwise deal with all or any part of its rights or obligations under this Deed to any entity to which the State assigns, novates, transfers or otherwise deals with its rights or obligations under the Project Deed, in accordance with clause 52.10 of the Project Deed.
13. For the purposes of this Deed Intellectual Property includes any and all intellectual and industrial property rights throughout the world, whether subsisting now or in the future, including rights of any kind in:
(a) inventions, discoveries and novel designs, whether or not registered or registrable as patents, innovation patents or designs, including developments or improvements of equipment, technology, processes, methods or techniques;
(b) literary works, dramatic works, musical works, artistic works, cinematograph films, television broadcasts, sound broadcasts, published editions of works and any other subject matter in which copyright (including future copyright and rights in the nature of or analogous to copyright) may, or may upon creation of the subject matter, subsist anywhere in the world;
(c) registered and unregistered trademarks and service marks, including goodwill in the business concerned in the relevant goods and/or services;
(d) trade, business or company names;
(e) internet domain names; and
(f) proprietary rights under the Circuit Layouts Act 1989 (Cth),
whether created or in existence before or after the date of this Deed.