Common use of Future Improvements Clause in Contracts

Future Improvements. (a) The Parties agree that, as between the Parties, any Invention conceived or developed during the term of this Agreement and related specifically to processes for coating Stents with Occam's Drug/Polymer Composite Formulation, Occam's Polymer Coating or Biolimus A9, whether conceived or developed jointly by the Parties or solely by either Party ("Process Improvements"), and the intellectual property rights therein and thereto, shall be the sole property of Occam. To the extent Xtent becomes the owner of such Process Improvements, Xtent agrees to.assign and hereby assigns to Occam all of its right, title and interest in and to such Process Improvements and the intellectual property rights therein and thereto. As to Process Improvements invented solely or jointly by Xtent, Occam agrees to grant Xtent, and hereby grants Xtent, for consideration herein acknowledged, a non-exclusive, paid up, perpetual and irrevocable right and license, under all of the intellectual property rights in such Process Improvements, to make, use, sell and offer to sell any product, other than the Occam Items, and to practice any method or process. The foregoing license shall survive the expiration or termination of this Agreement. It is understood that nothing in this Section creates any additional license or right with respect to Occam Items beyond that set forth in Article II hereof. (b) The Parties agree that except as otherwise set forth in subsection (c) below, all Inventions that are improvements of the Occam Items (including Biolimus A9, Occam's Drug/Polymer Composite Formulation, Occam's Lubricious Coating or the processes used in performing the Coating Services), which Inventions are determined to be such because they are derived from the Confidential Information of Occam ("Occam-Related Improvements"), and the intellectual property rights therein and thereto, shall be the sole property of Occam (or such Affiliate of Occam, as applicable). To the extent Xtent becomes the owner of any Occam-Related Improvements, Xtent agrees to assign and hereby assigns to Occam all of its right, title and, interest in and to such Occam-Related Improvements and the intellectual property rights therein and thereto. (c) The Parties agree that, all Inventions that are improvements of the Xtent Stent or Xtent Stent System, which Inventions are determined to be such because they are derived from the Confidential Information of Xtent ("Xtent-Related Improvements") and the intellectual property rights therein and thereto, shall be the sole property of Xtent (or such Affiliate of Xtent, as applicable). To the extent Occam becomes the owner of any Xtent-Related Improvements, Occam agrees to assign and hereby assigns to Xtent all of its right, title and interest in and to such Xtent-Related Improvements and the intellectual property rights therein and thereto. (d) For any Occam-Related Improvements developed or conceived solely or jointly by Xtent during the term of this Agreement that have application to the Xtent Stent or Xtent Stent System, Occam agrees to grant and does hereby grant Xtent, for consideration herein acknowledged, a non-exclusive paid up, perpetual and irrevocable license, under all of Occam's right, title, and interest in and to such Occam-Related Improvements, to make, use, sell and offer to sell any product, other than Occam Items, and to practice any method or process. The foregoing license shall survive the expiration or termination of this Agreement. It is understood that nothing in this Section creates any additional license or right with respect to the Occam Items beyond that set forth in Article II hereof. (e) For any Xtent-Related Improvements developed or conceived solely or jointly by Occam during the term of this Agreement and related to the Occam Items (i.e., Occam's Drug/Polymer Composite Formulation, Occam's Polymer Coating or Biolimus A9), Xtent agrees to grant and does hereby grant Occam, for consideration herein acknowledged, a non-exclusive, paid-up, perpetual and irrevocable right and license, under all of Xtent's right, title, and interest in and to such Xtent-Related Improvements, to make, use, sell and offer to sell any product, and to practice any method or process. The foregoing license shall survive expiration or termination of this Agreement.

Future Improvements. After the Commencement Date, subject to the exceptions in Section 8.1(a) below, no alterations, physical additions or improvements (“Future Improvements”) in or to the Premises may be made without the prior written consent of Landlord (which consent shall not be unreasonably withheld, conditioned or delayed) and any required approval of the Ground Lessor and the Hospital Authority. Any Future Improvements to the Premises shall be installed at the expense of Tenant unless otherwise agreed to in writing by Landlord. All Future Improvements shall be made in accordance with plans and specifications, which have been previously submitted to and approved in writing by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed). All Future Improvements (whether temporary or permanent in character, and including, without limitation, all air conditioning equipment and all other equipment that is in any manner connected to the Building’s plumbing system) made in or upon the Premises, either by Landlord or Tenant, shall be Landlord’s property at the end of the Term and shall remain on the Premises without compensation to Tenant. Approval by Landlord of any of Tenant’s drawings and plans and specifications prepared in connection with any Future Improvements in the Premises shall not constitute a representation or warranty of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications, or the Future Improvements to which they relate, for any use, purpose, or condition, but such approval shall merely be the consent of Landlord as required hereunder. Notwithstanding anything in this Lease to the contrary, Tenant’s drawings and plans and specifications prepared in connection with any Future Improvements shall comply with the retrofit requirements of the Americans with Disabilities Act of 1990 and all rules, regulations, and guidelines promulgated thereunder, as the same may be amended from time to time. (a) Provided that any required prior written approvals have been obtained from the Ground Lessor and The Parties agree thatHospital Authority of F▇▇▇▇ County, as between applicable, (i) Tenant shall be entitled to make nonstructural, cosmetic changes to the Partiesinterior of the Premises (such as re-carpeting, re-painting) without any Invention conceived consent of Landlord, (ii) Tenant shall be entitled to make nonstructural alterations or developed during additions to the term interior of this Agreement the Premises costing less than Ten Dollars ($10.00) per square foot without any consent of Landlord, provided that (A) Tenant shall notify Landlord of the nature of any such alterations or additions to the Premises for which Landlord’s consent is not required at least twenty (20) days prior to the commencement of work on such alterations or additions, (B) Tenant’s use of the Premises is consistent with the Permitted Use, (C) Tenant accepts responsibility for any impact to the Building’s system resulting from any such nonstructural alterations or additions, (D) Tenant agrees to provide Landlord with standard “as built” drawings of any such alterations or additions to the Premises within a reasonable time after the completion thereof, (E) such alterations or additions do not materially and related specifically to processes for coating Stents adversely affect any other tenant in the Building, and (F) no such alteration or addition will modify or have a material and adverse impact on the exterior of the Building; (iii) Tenant shall have the right, at its cost and with Occam's Drug/Polymer Composite Formulation, Occam's Polymer Coating the Landlord’s prior written consent (which consent shall not be unreasonably withheld or Biolimus A9, whether conceived or developed jointly by the Parties or solely by either Party ("Process Improvements"delayed), to make any other alterations or additions to the Premises that Tenant deems necessary or desirable in order to conduct its business, subject to approval of the plans and the intellectual property rights therein specifications for such alterations or additions by Landlord (which approval shall not be unreasonably withheld or delayed); and thereto, (iv) Tenant shall be entitled to remove all personal property, equipment and trade fixtures from the sole Premises which were installed by Tenant and, except for such personal property, equipment and trade fixtures, all alterations and additions shall be Landlord’s property of Occam. To at the extent Xtent becomes the owner of such Process Improvements, Xtent agrees to.assign and hereby assigns to Occam all of its right, title and interest in and to such Process Improvements and the intellectual property rights therein and thereto. As to Process Improvements invented solely or jointly by Xtent, Occam agrees to grant Xtent, and hereby grants Xtent, for consideration herein acknowledged, a non-exclusive, paid up, perpetual and irrevocable right and license, under all end of the intellectual property rights in such Process Improvements, Term and shall remain on the Premises without compensation to make, use, sell and offer to sell any product, other than the Occam Items, and to practice any method or process. The foregoing license shall survive the expiration or termination of this Agreement. It is understood that nothing in this Section creates any additional license or right with respect to Occam Items beyond that set forth in Article II hereofTenant. (b) The Parties agree Additionally, Landlord shall reasonably cooperate with Tenant regarding the grant of any consents or easements or the like necessary or appropriate in connection with any Future Improvements or Alterations, it being understood that except as otherwise set forth in subsection (c) below, all Inventions that are improvements such consents and/or easements may require the joinder and/or approval of the Occam Items Ground Lessor and/or the Hospital Authority. Further, no Future Improvements or Alterations shall be made which would tie in or connect the Building with any other improvements on property adjacent to the Building (and not part of the Land covered by this Lease) including Biolimus A9tie-ins of buildings or other structures or utilities, Occam's Drug/Polymer Composite Formulation, Occam's Lubricious Coating or unless Tenant shall have obtained the processes used in performing the Coating Services)prior written approval of Landlord, which Inventions are determined to approval shall not be such because they are derived from the Confidential Information of Occam ("Occam-Related Improvements")unreasonably withheld, and the intellectual property rights therein and thereto, conditioned or delayed. All proposed Future Improvements or Alterations shall be architecturally integrated and generally consistent with the sole property of Occam (or such Affiliate of Occam, as applicable). To the extent Xtent becomes the owner of any Occam-Related Improvements, Xtent agrees to assign and hereby assigns to Occam all of its right, title and, interest in and to such Occam-Related Improvements and the intellectual property rights therein and theretoBuilding. (c) The Parties agree thatAll work described herein shall be performed only by contractors and subcontractors approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. Tenant shall cause all Inventions that are improvements contractors and subcontractors to procure and maintain insurance coverage against such risks, in such amounts, and with such companies as Landlord may reasonably require, and to procure payment and performance bonds reasonably satisfactory to Landlord covering the cost of the Xtent Stent or Xtent Stent System, which Inventions are determined to be work. All such because they are derived from the Confidential Information of Xtent ("Xtent-Related Improvements") and the intellectual property rights therein and thereto, work shall be performed in accordance with the sole property Ground Lease, the Medical Center Master Lease, the REA and all applicable Legal Requirements and be performed in a good and workmanlike manner so as not to damage the Premises, the primary structure or structural qualities of Xtent (the Building, or plumbing, electrical lines, or other utility transmission facility. All such Affiliate work which may affect the HVAC, electrical system, or plumbing must be approved by, and shall be subject to inspection by, the Building’s engineer of Xtent, as applicable). To the extent Occam becomes the owner of any Xtent-Related Improvements, Occam agrees to assign and hereby assigns to Xtent all of its right, title and interest in and to such Xtent-Related Improvements and the intellectual property rights therein and theretorecord. (d) For any Occam-Related Improvements developed or conceived solely or jointly by Xtent during Landlord and Tenant acknowledge that the term of this Agreement Ground Lease contemplates that have application certain improvements to the Xtent Stent or Xtent Stent SystemPremises may be constructed by Landlord at the request of Ground Lessor and the consent of Landlord’s Mortgagee, Occam at Ground Lessor’s sole cost and expense, which improvements may be constructed on floors above the Premises (the “Potential Expansion”). Landlord agrees to grant and does hereby grant Xtent, for consideration herein acknowledged, a non-exclusive paid up, perpetual and irrevocable license, under that all of Occam's right, title, and interest in and to such Occam-Related Improvements, to make, use, sell and offer to sell any product, other than Occam Items, and to practice any method or process. The foregoing license shall survive the expiration or termination of this Agreement. It is understood that nothing in this Section creates any additional license or right with respect to the Occam Items beyond that set forth in Article II hereof. (e) For any Xtent-Related Improvements developed or conceived solely or jointly by Occam during the term of this Agreement and work related to the Occam Items (i.e., Occam's Drug/Polymer Composite Formulation, Occam's Polymer Coating Potential Expansion shall be performed in a manner to minimize or Biolimus A9), Xtent agrees to grant and does hereby grant Occam, for consideration herein acknowledged, a non-exclusive, paid-up, perpetual and irrevocable right and license, under all of Xtent's right, title, and interest in and to such Xtent-Related Improvementseliminate, to makethe extent practicable, use, sell and offer any interference with or disruption of Tenant’s business operations in the Premises. Tenant shall not be responsible in any manner for the maintenance or repair of or other costs related to sell any product, and to practice any method or process. The foregoing license shall survive expiration or termination of this Agreementthe Potential Expansion.

Future Improvements. After the initial interior finish improvements are made, subject to the exceptions in Section 8.1(a) below, no alterations, physical additions or improvements (“Future Improvements”) in or to the Premises may be made without the prior written consent of Landlord (which consent shall not be unreasonably withheld, conditioned or delayed) and any required approval of the Ground Lessor and the Hospital Authority. Future Improvements to the Premises may be installed at the expense of Tenant. All Future Improvements shall be in accordance with plans and specifications, which have been previously submitted to and approved in writing by Landlord (which approval shall not be unreasonably withheld, conditioned or delayed) . All Future Improvements (whether temporary or permanent in character, and including, without limitation, all air conditioning equipment and all other equipment that is in any manner connected to the Building’s plumbing system) made in or upon the Premises, either by Landlord or Tenant, shall be Landlord’s property at the end of the Term and shall remain on the Premises without compensation to Tenant. Approval by Landlord of any of Tenant’s drawings and plans and specifications prepared in connection with any Future Improvements in the Premises shall not constitute a representation or warranty of Landlord as to the adequacy or sufficiency of such drawings, plans and specifications, or the Future Improvements to which they relate, for any use, purpose, or condition, but such approval shall merely be the consent of Landlord as required hereunder. Notwithstanding anything in this Lease to the contrary, Tenant’s drawings and plans and specifications prepared in connection with any Future Improvements shall comply with the retrofit requirements of the Americans with Disabilities Act of 1990 and all rules, regulations, and guidelines promulgated thereunder, as the same may be amended from time to time. (a) Provided that any required prior written approvals have been obtained from the Ground Lessor and The Parties agree thatHospital Authority of F▇▇▇▇ County, as between applicable, (i) Tenant shall be entitled to make nonstructural, cosmetic changes to the Partiesinterior of the Premises (such as re-carpeting, re-painting) without any Invention conceived consent of Landlord, (ii) Tenant shall be entitled to make nonstructural alterations or developed during additions to the term interior of this Agreement the Premises costing less than Two Hundred Fifty Thousand Dollars ($250,000.00) without any consent of Landlord, provided that (A) Tenant shall notify Landlord of the nature of any such alterations or additions to the Premises for which Landlord’s consent is not required at least twenty (20) days prior to the commencement of work on such alterations or additions, (B) Tenant’s use of the Building is consistent with the Permitted Use, (C) Tenant accepts responsibility for any impact to the Building’s system resulting from any such nonstructural alterations or additions, (D) Tenant agrees to provide Landlord with standard “as built” drawings of any such alterations or additions to the Premises within a reasonable time after the completion thereof, (E) such alterations or additions do not materially and related specifically to processes for coating Stents adversely affect any other tenant in the Building, and (F) no such alteration or addition will modify or have a material and adverse impact on the exterior of the Building; (iii) Tenant shall have the right, at its cost and with Occam's Drug/Polymer Composite Formulation, Occam's Polymer Coating the Landlord’s prior written consent (which consent shall not be unreasonably withheld or Biolimus A9, whether conceived or developed jointly by the Parties or solely by either Party ("Process Improvements"delayed), to make any other alterations or additions to the Premises that Tenant deems necessary or desirable in order to conduct its business, subject to approval of the plans and the intellectual property rights therein specifications for such alterations or additions by Landlord (which approval shall not be unreasonably withheld or delayed); and thereto, (iv) Tenant shall be entitled to remove all personal property, equipment and trade fixtures from the sole Premises which were installed by Tenant and, except for such personal property, equipment and trade fixtures, all alterations and additions shall be Landlord’s property of Occam. To at the extent Xtent becomes the owner of such Process Improvements, Xtent agrees to.assign and hereby assigns to Occam all of its right, title and interest in and to such Process Improvements and the intellectual property rights therein and thereto. As to Process Improvements invented solely or jointly by Xtent, Occam agrees to grant Xtent, and hereby grants Xtent, for consideration herein acknowledged, a non-exclusive, paid up, perpetual and irrevocable right and license, under all end of the intellectual property rights in such Process Improvements, Term and shall remain on the Premises without compensation to make, use, sell and offer to sell any product, other than the Occam Items, and to practice any method or process. The foregoing license shall survive the expiration or termination of this Agreement. It is understood that nothing in this Section creates any additional license or right with respect to Occam Items beyond that set forth in Article II hereofTenant. (b) The Parties agree Additionally, Landlord shall reasonably cooperate with Tenant regarding the grant of any consents or easements or the like necessary or appropriate in connection with any Future Improvements or Alterations, it being understood that except as otherwise set forth in subsection (c) below, all Inventions that are improvements such consents and/or easements may require the joinder and/or approval of the Occam Items Ground Lessor and/or the Hospital Authority. Further, no Future Improvements or Alterations shall be made which would tie in or connect the Building with any other improvements on property adjacent to the Building (and not part of the Land covered by this Lease) including Biolimus A9tie-ins of buildings or other structures or utilities, Occam's Drug/Polymer Composite Formulation, Occam's Lubricious Coating or unless Tenant shall have obtained the processes used in performing the Coating Services)prior written approval of Landlord, which Inventions are determined to approval shall not be such because they are derived from the Confidential Information of Occam ("Occam-Related Improvements")unreasonably withheld, and the intellectual property rights therein and thereto, conditioned or delayed. All proposed Future Improvements or Alterations shall be architecturally integrated and generally consistent with the sole property of Occam (or such Affiliate of Occam, as applicable). To the extent Xtent becomes the owner of any Occam-Related Improvements, Xtent agrees to assign and hereby assigns to Occam all of its right, title and, interest in and to such Occam-Related Improvements and the intellectual property rights therein and theretoBuilding. (c) The Parties agree thatAll work described herein shall be performed only by contractors and subcontractors approved in writing by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. Tenant shall cause all Inventions that are improvements contractors and subcontractors to procure and maintain insurance coverage against such risks, in such amounts, and with such companies as Landlord may reasonably require, and to procure payment and performance bonds reasonably satisfactory to Landlord covering the cost of the Xtent Stent or Xtent Stent System, which Inventions are determined to be work. All such because they are derived from the Confidential Information of Xtent ("Xtent-Related Improvements") and the intellectual property rights therein and thereto, work shall be performed in accordance with the sole property Ground Lease, the Medical Center Master Lease, the REA and all applicable Legal Requirements and be performed in a good and workmanlike manner so as not to damage the Premises, the primary structure or structural qualities of Xtent (the Building, or plumbing, electrical lines, or other utility transmission facility. All such Affiliate work which may affect the HVAC, electrical system, or plumbing must be approved by, and shall be subject to inspection by, the Building’s engineer of Xtent, as applicable). To the extent Occam becomes the owner of any Xtent-Related Improvements, Occam agrees to assign and hereby assigns to Xtent all of its right, title and interest in and to such Xtent-Related Improvements and the intellectual property rights therein and theretorecord. (d) For any Occam-Related Improvements developed or conceived solely or jointly by Xtent during Landlord and Tenant acknowledge that the term of this Agreement Ground Lease contemplates that have application certain improvements to the Xtent Stent or Xtent Stent SystemPremises may be constructed by Landlord at the request of Ground Lessor and the consent of Landlord’s Mortgagee, Occam at Ground Lessor’s sole cost and expense, which improvements may be constructed on floors above the Premises (the “Potential Expansion”). Landlord agrees to grant and does hereby grant Xtent, for consideration herein acknowledged, a non-exclusive paid up, perpetual and irrevocable license, under that all of Occam's right, title, and interest in and to such Occam-Related Improvements, to make, use, sell and offer to sell any product, other than Occam Items, and to practice any method or process. The foregoing license shall survive the expiration or termination of this Agreement. It is understood that nothing in this Section creates any additional license or right with respect to the Occam Items beyond that set forth in Article II hereof. (e) For any Xtent-Related Improvements developed or conceived solely or jointly by Occam during the term of this Agreement and work related to the Occam Items (i.e., Occam's Drug/Polymer Composite Formulation, Occam's Polymer Coating Potential Expansion shall be performed in a manner to minimize or Biolimus A9), Xtent agrees to grant and does hereby grant Occam, for consideration herein acknowledged, a non-exclusive, paid-up, perpetual and irrevocable right and license, under all of Xtent's right, title, and interest in and to such Xtent-Related Improvementseliminate, to makethe extent practicable, use, sell and offer any interference with or disruption of Tenant’s business operations in the Premises. Tenant shall not be responsible in any manner for the maintenance or repair of or other costs related to sell any product, and to practice any method or process. The foregoing license shall survive expiration or termination of this Agreementthe Potential Expansion.