Developments by the Licensee Sample Clauses

Developments by the Licensee. If at any time during the term of this Agreement any Development (which for the purposes of this Section 5.3(b) shall include any invention, modification, new development, enhancement or improvement relating to the Products) shall be made by the Licensee (a "Licensee Development"), and as often as the same shall occur, the Licensee shall promptly notify the Licensor in accordance with Section 9.1 and shall furnish to the Licensor all relevant information pertaining to it. All such Licensee Developments shall be the sole property of the Licensor, and such Licensee Development shall be licensed to the Licensee under the license granted under this Agreement and subject to all its terms and conditions. The Licensee does hereby irrevocably assign, royalty free, to the Licensor all of the Licensee's right, title and interest in and to all such Licensee Developments, and shall, without charge, sign such further instruments of assurance as the Licensor may reasonably require to complete full assignment. The Licensee authorizes the Licensor to apply for such domestic or foreign patents with respect to such Licensee Developments as the Licensor deems appropriate and to do so in the name of the Licensee if the Licensor so elects. Both during the term of the license and thereafter, the Licensee shall (without further compensation therefore) (i) promptly sign such additional instruments and do such other acts as the Licensor considers necessary to effectuate this Section 5.3(b) and (ii) cooperate with the Licensor in the prosecution or defense of any claims, litigation or other proceedings relating to the Licensee Developments.