Common use of Developments and Improvements Clause in Contracts

Developments and Improvements. 5.1 If during the term of this Agreement, Licensor shall develop new improvements and/or additional know-how pertaining to DWDM or POF, Licensor shall forth with supply Licensee with complete details thereof. Licensee shall have a period of thirty (30) days from the receipt of such details to notify Licensor in writing of its intentions to obtain a license for the use of such improvements and/or Know-how. Failure to respond shall be deemed a refusal. The parties agree to negotiate in good faith the terms and conditions of such licence. Licensor agrees not to disclose such details until the first of: i) termination of licence DWDM/POF Licence Agreement Page 6 -------------------------------------------------------------------------------- negotiations or ii) six (6) months have elapsed since the date on which the details where disclosed to Licensee. 5.2 If during the term of this Agreement, Licensee shall develop independently new improvements to the Product and/or additional know-how pertaining to the design, manufacture, production or use of the Product, Licensee shall supply Licensor with complete details thereof including details relating to all intellectual property rights and any other rights relating to same. Licensee shall be the sole owner of all of the above. Licensor as well as Ecole Polytechnique shall have a perpetual paid-up non-exclusive license to use such improvements for the purposes set forth in section 2.3 once adequate patent protection is filed for.