Common use of Improvement and Development Clause in Contracts

Improvement and Development. 9.1 If Licensor, should make, or acquire, without obligation to account therefore to any third party, any improvements, whether patentable or not, relating to SGT (Licensor Improvements), then Licensor hereby grants to Licencee the irrevocable, non-exclusive right to use such improvements in connection with the Licenced Facility and agrees to make such improvements available to Licencee without any additional or required accounting or payment to Licensor. All such improvements and all required and related technical information and documentation so disclosed to Licencee by Licensor shall become and thereafter be a part of Licensor’s SGT and Licencee shall have the same rights, Licences and obligations with respect thereto as are granted to Licencee herein with respect to Licensor’s SGT. 9.2 If Licencee should make any modifications changes and/or improvements, whether patentable or not, relating to SGT (together Licencee Improvements) then Licencee shall forthwith disclose these, with associated written submissions, to Licensor. 9.3 Licencee shall make Licencee Improvements available to Licensor upon request. Licencee grants to Licensor, without any required accounting or payment, an irrevocable, royalty-free Licence to use any Licencee Improvements globally. Licensor shall have the right to sub-Licence the right to use Licencee Improvements without any required payment due to the Licencee. However, the ownership of any Licencee Improvements including any related intellectual property and / or related patents and rights shall remain the property of Licencee. 9.4 The Parties understand and agree that the rights granted by Licencee to Licensor in Section 9.3 permit Licensor to grant Licences and rights to use Licencee Improvements without any obligation to account to Licencee thereof. Licensor shall not, however, disclose Licencee Improvements to third parties beyond that commercially necessary to exercise the rights granted to Licensor in Section 9.3.

Improvement and Development. 9.1 7.1 If Licensor, should make, or acquire, acquire without obligation to account therefore therefor, to any third party, party any improvements, whether patentable or not, relating to SGT (Licensor Improvements)SGT, then Licensor hereby grants to Licencee Licensee and to SESHK the irrevocable, non-exclusive right to use such improvements in connection with the Licenced Licensed Facility and agrees to make such improvements available to Licencee Licensee and SESHK without any additional or required accounting or payment to Licensorpayment. All such improvements and all required and related technical information and documentation so disclosed to Licencee Licensee and SESHK by Licensor shall become and thereafter be a part of Licensor's and SESHK’s SGT Know-How and Licencee Licensee shall have the same rights, Licences licenses and obligations with respect thereto as are granted to Licencee Licensee herein with respect to Licensor's and SESHK’s SGT.Know-How except for the warranties or guarantees of Sections 10 and 11 and the defence of suits and indemnifications of Section 9 9.2 7.2 If Licencee Licensee should make any modifications changes and/or improvements, whether patentable or not, relating to SGT (together Licencee "Licensee Improvements") then Licencee Licensee shall forthwith disclose these, with associated written submissions, to LicensorLicensor and SESHK. 9.3 Licencee 7.3 Licensee shall make Licencee Licensee Improvements available to Licensor and SESHK upon request. Licencee Licensee grants to LicensorLicensor and SESHK, without any required accounting or payment, an irrevocable, royalty-free Licence license to use any Licencee Licensee Improvements globallyin Licensor’s exclusive Territory and outside such Territory to SESHK. Licensor and SESHK shall have the right to sub-Licence sublicense the right to use Licencee Licensee Improvements without any required payment due to the LicenceeLicensee. However, the ownership of any Licencee Licensee Improvements including any related intellectual property and / or related patents and rights shall remain the property of Licenceebelong to Licensee. 9.4 7.4 The Parties understand and agree that the rights granted by Licencee to Licensor in Section 9.3 7.3 permit Licensor and SESHK to grant Licences licenses and rights to use Licencee Licensee Improvements without any obligation to account to Licencee Licensee thereof. Licensor shall not, however, disclose Licencee Licensee Improvements to third parties beyond that commercially necessary to exercise the rights granted to Licensor in Section 9.37.3.