Common use of Licensee Improvements Clause in Contracts

Licensee Improvements. Licensee will own Licensee Improvements, including all rights to any new know-how, trade secret, development, invention, patent, patent application or other improvements (whether or not patentable) conceived or reduced to practice in the performance of work conducted under this Agreement solely by Licensee’s employees, agents, consultants or other representatives. Licensee will promptly disclose on a confidential basis to Licensor any Licensee Improvements arising under this Agreement. Licensee may, in its sole discretion, file and prosecute in its own name and at its own expense, patent applications on any patentable inventions. If Licensee elects to not file for patent protection on a Licensee Improvement, Licensor may elect at its own expense, to prepare, file and prosecute such patent applications. Licensee agrees to execute and deliver any and all instruments reasonably needed to file and prosecute such patent applications in any country. If Licensor elects to not file for patent protection or elects to discontinue prosecution or maintenance of a patent or patent application that claims or discloses an Licensee Improvement, Licensee will inform Licensor at least 15 business days in advance of the patent or application becoming irrevocably expired or abandoned and Licensor may elect to file or to continue to maintain or prosecute the patent or application. Once a Licensee Improvement is identified and communicated to Licensor, it becomes part of this agreement and subject to its terms. Licensor or its Affiliates will be the sole agent for commercialization and use of Licensee Improvements outside of the PRC and Hong Kong.