Developments by the Licensor Sample Clauses

Developments by the Licensor. If at any time during the term of this Agreement, any invention, new development, enhancement or improvement, whether patentable or unpatentable, relating to the Products and based upon the Patents, the Know-How (any such advances, a "Development") shall be made by the Licensor and (i) the Licensor shall reasonably determine, as a result of the successful testing of such Development, that such Development is technically feasible, commercially viable and appropriate for introduction and marketing as part of the Products and (ii) the Licensee shall reasonably determine, as a result of the successful testing of such Development, that such Development is technically feasible, commercially viable and appropriate for introduction and marketing as part of the Products, the Licensor shall, at no additional charge to the Licensee, disclose such Development to the Licensee as soon as it becomes practicable, and such Development shall be licensed under this Agreement and subject to all its terms and conditions; provided, however, that the Licensee shall be responsible for and shall reimburse the Licensor for any costs and expenses incurred in the adaptation of such Development solely for the Products. In connection with such disclosure, the Licensor shall furnish to the Licensee such relevant information and documentation pertaining to such Development as is necessary, in the discretion of the Licensor, to enable the Licensee to utilize such Development as contemplated hereby. Notwithstanding the foregoing, the Licensor shall have no obligation under this Section 5.3(a) if the Licensee is in breach of any material obligation hereunder, or if any notice of termination of this Agreement has been properly given pursuant to the terms of this Agreement.