Common use of Improvements and Developments Clause in Contracts

Improvements and Developments. 2.8.1 The Parties acknowledge that significant intellectual property, unique processes and trade secrets (“Intellectual Property”) are embodied in the Equipment and Technology, and the systems and activities thereof, and in the PEARL Products and the systems and activities thereof. Each of the parties hereto further acknowledges and agrees that neither party has an interest in the Intellectual Property of the other party and that no transfer of such Intellectual Property is implied or will occur in connection with this Agreement or any project hereunder or for any specific Intellectual Property use license agreement that may need to be executed as part of a project. Each of the parties shall ensure that its research partners such as public or private laboratories involved in joint research, development or R&D projects shall be bound not to infringe any of OOIL’s or PEARL’s rights in its Intellectual Property. 2.8.2 In the event that either party conceives, reduces to practice or develops (in whole or in part, either alone or jointly with others) any additional inventions or discoveries relating to any Intellectual Property (“Developments”), then the following rights and obligations shall apply: a. If the Development relates to OOIL’s Intellectual Property, including but not limited to the Technology or Equipment, then all right, title and interest in such Development shall be the property of OOIL and PEARL does hereby assign, including any divisions, continuations, and continuations-in-part thereof, and in and to any and all Letters Patent of the United States, and countries foreign thereto, which may be granted or have granted for said invention, and in and to any and all reissues and reexaminations thereof, and in and to any and all priority rights, convention rights, and other benefits accruing or to accrue to OOIL with respect to the filing of applications for patents or securing of patents in the United States and countries foreign thereto, unto OOIL and shall ensure that PEARL assigns to OOIL such Development and all rights thereto, including Intellectual Property. If any such Development or rights therein assigned hereunder are based on, incorporate, are improvements or derivatives of, or cannot reasonably be made, used, reproduced and distributed without using or violating, technology or intellectual property or other rights owned or licensed by OOIL and not assigned hereunder, PEARL hereby grants OOIL a perpetual, worldwide, royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and rights in support of OOIL’s exercise or exploitation of any assigned Development or rights related thereto (including any modifications, improvements and derivatives thereof). PEARL further agrees to sign and execute all necessary and lawful future documents, including applications for foreign patents, for filing divisions, continuations, and continuations-in-part of said application for patent, for obtaining any reissue or reissues of any Letters Patent which may be granted for the aforesaid invention, as OOIL or its designee(s) may from time to time require and prepare at its own expense. b. If the Development relates to PEARL’s Intellectual Property, then all right, title and interest in such Development shall be the property of PEARL and OOIL shall assign and does hereby assign, or shall ensure that OOIL assigns, to PEARL such Development and all rights thereto. If any such Development or rights therein assigned hereunder are based on, incorporate, are improvements or derivatives of, or cannot reasonably be made, used, reproduced and distributed without using or violating, technology or intellectual property or other rights owned or licensed by PEARL and not assigned hereunder, OOIL hereby grants PEARL a perpetual, worldwide, royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and rights in support of PEARL’s exercise or exploitation of any assigned Development or rights related thereto (including any modifications, improvements and derivatives thereof). c. If the Development does not relate to the Intellectual Property of either OOIL or PEARL and was developed jointly by the parties, then all right, title and interest, including Intellectual Property, in such Development shall be the joint property of OOIL and PEARL; provided, however, that in commercializing such Developments, each of the parties hereby covenants not to compete during the term of this Agreement and for a period of 2 (two) years, directly or indirectly, in or with the other party’s then-current business. The parties shall negotiate in good faith the responsibilities for (i) filing and prosecuting any patent applications for such Development, and (ii) enforcing any rights derived from such patent applications. d. If the Development does not relate to OOIL’s Intellectual Property and was developed by PEARL without the assistance of OOIL, then all right, title and interest, including Intellectual Property, in such Development shall be the property of PEARL. e. If the Development does not relate to PEARL’s Intellectual Property and was developed by OOIL without the assistance of PEARL, then all right, title and interest, including Intellectual Property, in such Development shall be the property of OOIL.

Improvements and Developments. 2.8.1 2.7.1 The Parties acknowledge that significant intellectual property, unique processes and trade secrets (“Intellectual Property”) are embodied in the Equipment and Technology, and the systems and activities thereof, and in the PEARL LH Products and the systems and activities thereof. Each of the parties hereto further acknowledges and agrees that neither party has an interest in the Intellectual Property of the other party and that no transfer of such Intellectual Property is implied or will occur in connection with this Agreement or any project hereunder or for any specific Intellectual Property use license agreement that may need to be executed as part of a project. Each of the parties shall ensure that its research partners such as public or private laboratories involved in joint research, development or R&D projects shall be bound not to infringe any of OOIL’s or PEARLLH’s rights in its Intellectual Property. 2.8.2 2.7.2 In the event that either party conceives, reduces to practice or develops (in whole or in part, either alone or jointly with others) any additional inventions or discoveries relating to any Intellectual Property (“Developments”), then the following rights and obligations shall apply: a. If the Development relates to OOIL’s Intellectual Property, including but not limited to the Technology or Equipment, then all right, title and interest in such Development shall be the property of OOIL and PEARL LH does hereby assign, including any divisions, continuations, and continuations-in-part thereof, and in and to any and all Letters Patent of the United States, and countries foreign thereto, which may be granted or have granted for said invention, and in and to any and all reissues and reexaminations thereof, and in and to any and all priority rights, convention rights, and other benefits accruing or to accrue to OOIL with respect to the filing of applications for patents or securing of patents in the United States and countries foreign thereto, unto OOIL and shall ensure that PEARL LH assigns to OOIL such Development and all rights thereto, including Intellectual Property. If any such Development or rights therein assigned hereunder are based on, incorporate, are improvements or derivatives of, or cannot reasonably be made, used, reproduced and distributed without using or violating, technology or intellectual property or other rights owned or licensed by OOIL and not assigned hereunder, PEARL LH hereby grants OOIL a perpetual, worldwideworldwide , royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and rights in support of OOIL’s exercise or exploitation of any assigned Development or rights related thereto (including any modifications, improvements and derivatives thereof). PEARL LH further agrees to sign and execute all necessary and lawful future documents, including applications for foreign patents, for filing divisions, continuations, and continuations-in-part of said application for patent, for obtaining any reissue or reissues of any Letters Patent which may be granted for the aforesaid invention, as OOIL or its designee(s) may from time to time require and prepare at its own expense. b. If the Development relates to PEARLLH’s Intellectual Property, then all right, title and interest in such Development shall be the property of PEARL LH and OOIL shall assign and does hereby assign, or shall ensure that OOIL assigns, to PEARL LH such Development and all rights thereto. If any such Development or rights therein assigned hereunder are based on, incorporate, are improvements or derivatives of, or cannot reasonably be made, used, reproduced and distributed without using or violating, technology or intellectual property or other rights owned or licensed by PEARL LH and not assigned hereunder, OOIL hereby grants PEARL LH a perpetual, worldwide, royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and rights in support of PEARLLH’s exercise or exploitation of any assigned Development or rights related thereto (including any modifications, improvements and derivatives thereof). c. If the Development does not relate to the Intellectual Property of either OOIL or PEARL LH and was developed jointly by the parties, then all right, title and interest, including Intellectual Property, in such Development shall be the joint property of OOIL and PEARLLH; provided, however, that in commercializing such Developments, each of the parties hereby covenants not to compete during the term of this Agreement and for a period of 2 5 (twofive) years, directly or indirectly, in or with the other party’s then-current business. The parties shall negotiate in good faith the responsibilities for (i) filing and prosecuting any patent applications for such Development, and (ii) enforcing any rights derived from such patent applications. d. If the Development does not relate to OOIL’s Intellectual Property and was developed by PEARL LH without the assistance of OOIL, then all right, title and interest, including Intellectual Property, in such Development shall be the property of PEARLLH. e. If the Development does not relate to PEARLLH’s Intellectual Property and was developed by OOIL without the assistance of PEARLLH, then all right, title and interest, including Intellectual Property, in such Development shall be the property of OOIL.