Common use of Joint Development Program Clause in Contracts

Joint Development Program. Unidym and TEL hereby agree to negotiate in good faith from the Closing Date through September 30, 2009 with respect to a joint development program (“JDP”) to develop the Equipment. Under the JDP: (a) Unidym agrees to work exclusively with TEL (or a TEL Affiliate designated by TEL, the “TEL JDP Partner”) for four years to develop the Equipment, subject to the Parties meeting certain agreed upon objectives and milestones; (b) Any invention arising out of the JDP, including all intellectual property rights thereto (hereafter, collectively, “JDP Intellectual Property”) shall be handled as follows: (i) Any Equipment-related JDP Intellectual Property that is developed solely by the TEL JDP Partner, or jointly by both Parties, would be owned by the TEL JDP Partner. (ii) Any Equipment-related JDP Intellectual Property developed solely by Unidym would be owned by Unidym, subject to an exclusive license to TEL JDP Partner for a period to be determined in the final JDP agreement, with the right to assign such license to any TEL Affiliate without the prior consent of Unidym. (iii) Any JDP Intellectual Property related to the Equipment Process, whether developed solely by one of the Parties or jointly by the Parties, would be jointly owned by the TEL JDP Partner and Unidym, subject to a covenant that Unidym will not license any such jointly owned JDP Intellectual Property to a TEL Competitor. (c) TEL JDP Partner (or any TEL Affiliate designed by it) would have the right to distribute CNT Products on a worldwide basis, with the exclusive right to distribute the CNT Products to manufacturers of liquid crystal displays and thin film solar panels in Japan for a period to be agreed upon by the Parties. (d) TEL JDP Partner would be entitled to receive a fee, as compensation for its development activities under the JDP, equal to two percent (2%) of Net Sales of CNT Related Products on a worldwide basis for a period of ten years from the date of first sale of CNT or CNT Products in the LCD Field or the Solar Field, regardless of whether the CNT or CNT Products are used in Equipment manufactured by a TEL Affiliate and regardless of whether the CNT or CNT Products are distributed by a TEL Affiliate.