Common use of Developments and Improvements Clause in Contracts

Developments and Improvements. 5.1 Licensor acknowledges that Licensee will continue to develop, add to, enhance, improve or otherwise modify the Licensed Material for the Target Market and agrees that Licensee shall be the sole and absolute owner of: (i) all enhancements, additions, improvements, developments, additions or other modifications to any of the Licensed Material (including, without limitation, derivative software); and (ii) all new software, inventions, technologies, know- how, trade-secrets, processes and other developments, whether or not relating to the Subject Matter of this Agreement (collectively, the "New Technologies"). Licensor shall cooperate fully and assist Licensee in obtaining, at Licensee's expense, all patents, copyrights, industrial designs, trade marks and other intellectual property registrations with respect to the New Technologies. 5.2 In the event that Licensor develops any enhancements, improvements, additions, modifications or other improvements relating to: (i) any of the Licensed Material (including, without limitation, any Update or Upgrade) relating to the Subject Matter of this Agreement or intended for the Target Market, or (ii) the Subject Matter of this Agreement, or intended for the Target Market, then Licensor shall immediately furnish Licensee with complete details thereof in order that Licensee may determine whether it would be interested in using any or further developing any of same for the Target Market. All patents, copyrights, technical data and know-how resulting therefrom shall be deemed licensed to Licensee hereunder exclusively for applications in the Target Market, without any additional compensation therefor. 5.3 In the event that Licensor gives Licensee written notice of its intent to: 5.3.1 license, otherwise commercialize or sell to any third Person any of the New Technologies exclusively for applications for Other Markets, Licensee shall appoint Licensor as its agent for the purpose of licensing, otherwise commercializing or selling the New Technologies, on Licensee's behalf, to third Persons exclusively for applications in such Other Markets, upon such terms and conditions as may be mutually agreed upon between Licensor and Licensee (including, without limitation, the payment by Licensee of a reasonable commission to Licensor in the event that Licensee enters into a transaction relating to any of the New Technologies for Other Markets with any third Person introduced to it by Licensor during the term hereof). Licensor acknowledges that it will have no right, title or interest in or to the New Technologies by reason thereof, and that all contracts and agreements to be entered into with any third Person relating to the licensing, other commercialization or sale of the New Technologies shall be entered into solely by Licensee and that all revenues (including, without limitation, royalties) and/or proceeds of sale arising therefrom shall belong exclusively to Licensee; and 5.3.2 itself use or otherwise embed any of the New Technologies into thinWeb products of Licensor not relating to the Subject Matter of this Agreement, exclusively for applications in Other Markets, Licensee and Licensor shall negotiate in good faith the terms and conditions of a non-exclusive license agreement relating thereto which shall provide, inter alia, for the payment by Licensor to Licensee of a fair and ----- ---- reasonable royalty for such use of the New Technologies.

Developments and Improvements. 5.1 (a) If during the Term hereof, Licensor acknowledges that Licensee will continue to develop, add to, enhance, improve shall develop or otherwise modify the Licensed Material for the Target Market and agrees that Licensee shall be the sole and absolute owner of: (i) all enhancements, additions, improvements, obtain new or derivative rights or make or acquire any new developments, additions improvements or other modifications to any of the Licensed Material (including, without limitation, derivative software); and (ii) all new software, inventions, technologies, know- how, trade-secrets, processes and other Property or developments, whether improvements or not relating modifications to the Subject Matter of this Agreement Compound not amounting to a Compound Derivative as defined below (collectively, the "New Technologies"). Licensor shall cooperate fully and assist Licensee in obtaining, at Licensee's expense, all patents, copyrights, industrial designs, trade marks and other intellectual property registrations with respect to the New Technologies. 5.2 In the event that Licensor develops any enhancements, improvements, additions, modifications or other improvements relating to: (i) any of the Licensed Material (including, without limitation, any Update or Upgrade“Licensor’s Improvements”) relating to the Subject Matter Purposes, Licensor shall promptly advise Licensee of any and all information concerning the Licensor’s Improvements. The Licensor’s Improvements relating to the Purposes shall be deemed to be included in the licenses granted herein by Licensor to Licensee; provided, however, that the Licensor’s Improvements shall be and remain the exclusive property of Licensor. To the extent that a compound is developed by Licensor after the date of this Agreement that is derived from the Compound, has a similar structure to the Compound or intended for has similar biological activity as the Target Market, or Compound and is of sufficient magnitude of difference to the Compound that experts in the field would agree that it is a different compound than the Compound (ii) the Subject Matter of this Agreement, or intended for the Target Marketa “Compound Derivative”), then Licensor shall immediately furnish offer Licensee the first right to license the Compound Derivative for the Purposes in the Territories in the Authorized Channels of Trade. Licensor shall make an offer, in writing, to Licensee to license such Compound Derivative and shall provide Licensee with complete details thereof in order sufficient safety, efficacy, and other relevant data, similar to that Licensee may determine whether it would be interested in using any or further developing any of same provided for the Target MarketCompound, to enable Licensee to ascertain interest in such the Compound Derivative (“Data”). All patents, copyrights, technical data and know-how resulting therefrom shall be deemed licensed to Licensee hereunder exclusively for applications in the Target Market, without any additional compensation therefor. 5.3 In the event that Licensor gives Licensee written notice of its intent to: 5.3.1 license, otherwise commercialize or sell to any third Person any of the New Technologies exclusively for applications for Other Markets, Licensee shall appoint Licensor as its agent for either reject such offer in writing or the purpose of licensing, otherwise commercializing or selling the New Technologies, on Licensee's behalf, to third Persons exclusively for applications in such Other Markets, upon such terms and conditions as may be mutually agreed upon between Licensor and Licensee (including, without limitation, the payment by Licensee of a reasonable commission to Licensor in the event that Licensee enters into a transaction relating to any of the New Technologies for Other Markets with any third Person introduced to it by Licensor during the term hereof). Licensor acknowledges that it will have no right, title or interest in or to the New Technologies by reason thereof, and that all contracts and agreements to be entered into with any third Person relating to the licensing, other commercialization or sale of the New Technologies shall be entered into solely by Licensee and that all revenues (including, without limitation, royalties) and/or proceeds of sale arising therefrom shall belong exclusively to Licensee; and 5.3.2 itself use or otherwise embed any of the New Technologies into thinWeb products of Licensor not relating to the Subject Matter of this Agreement, exclusively for applications in Other Markets, Licensee and Licensor parties shall negotiate in good faith the rights to such the Compound Derivative during the 90 day period, which period begins when Licensor provides Licensee with all Data, following Licensor’s written offer. If the parties do not execute a license to such the Compound Derivative during such 90 day period, Licensor shall be free to offer the Compound Derivative to any third party for any use whatsoever, but on substantially similar terms as those offered to Licensee. At Licensee's request, Licensor agrees to continue to provide the Compound as comprised as of the Effective Date irrespective of any of Licensor's Improvements or Compound Derivatives. (b) If during the Term hereof, Licensee shall develop or obtain new rights or make or acquire any new developments, improvements or modifications relating to the Purposes to (i) the Property or the Compound, all of such improvements shall be owned by Licensee, provided that Licensee does not use any Confidential Information (as defined in the Confidentiality Agreement) in developing or obtaining such rights; and conditions (ii) the Products, all of a non-exclusive license agreement relating thereto which such improvements shall providebe owned by Licensee. Licensee shall also own all right, inter alia, title and interest in any trademarks and copyrights developed by Licensee for use on the Products. Licensee shall not have any ownership rights to the formula for the payment by Licensor to Licensee of a fair and ----- ---- reasonable royalty for such use of the New TechnologiesCompound.