Common use of EXCHANGE OF INFORMATION AND IMPROVEMENTS Clause in Contracts

EXCHANGE OF INFORMATION AND IMPROVEMENTS. 3.1 Throughout the Term of this Agreement, ASTRAZENECA, directly and/or through its Affiliates and/or Designated Partners, shall supply TP in writing or by any other appropriate means, free of charge, with any and all information and data relating to the Products and/or the API, as soon as they are or become available to ASTRAZENECA and/or any of its Affiliates and/or Designated Partners. ASTRAZENECA shall communicate any such information and data exclusively to TP and ASTRAZENECA, directly and/or through its Affiliates and/or Designated Partners, shall use such information and data only for the purpose of the Businesses within the Field in the Territory in accordance with the terms and conditions of this Agreement. TP shall be free to use such information and data for the purpose of its business and to disclose the same to TP's Affiliates and to TP's designated parties, which in turn shall be free to use them for the purpose of their business outside the Territory and/or outside the Field in the Territory. 3.2 Nothing in this Agreement shall require TP to develop any Improvements or additional Know-how on the Products. Any Improvement or Know-how which may be carried out by or which may be discovered, developed, invented or acquired by ASTRAZENECA, its Affiliates and/or Designated Partners, or any of their respective officers, agents or employees may be used by ASTRAZENECA, directly and/or through its Affiliates and/or Designated Partners, for the purpose of the Businesses within the Field in the Territory in accordance with the terms and conditions of this Agreement. ASTRAZENECA shall, and procures that its Affiliates and/or Designated Partners shall, promptly disclose any such Improvement or Know-how to TP and ASTRAZENECA hereby grants to TP an exclusive (including with respect to ASTRAZENECA), irrevocable, perpetual, royalty-free license to each such Improvement or Know-how, provided however that ASTRAZENECA, directly and/or through its Affiliates and/or Designated Partners, may continue to use such Improvement or Know-how in connection with the rights granted to ASTRAZENECA under the terms and conditions of this Agreement. TP shall have unrestricted rights to disclose and sublicense the above Improvements or Know-how to TP's Affiliates and to TP's designated parties for use outside the Territory and/or outside the Field in the Territory. ASTRAZENECA shall not, and procures that its Affiliates and/or Designated Partners shall not, incur any obligation to any third party which may prohibit or impair its ability to disclose and license Improvements or Know-how to TP. 3.3 All Know-how, Improvements and/or other information and data disclosed to ASTRAZENECA hereunder are at all times and shall after expiration or termination of this Agreement for any reason remain TP’s, or other entities of CMS Group’s, as applicable, sole and exclusive property.

EXCHANGE OF INFORMATION AND IMPROVEMENTS. 3.1 Throughout the Term term of this Agreement, ASTRAZENECA, directly and/or through its Affiliates and/or Designated Partners, HHC shall supply TP DISTRIBUTOR with any relevant Know-how, in addition to that already supplied at the Effective Date hereof, which may be or become available to HHC and which HHC is free to disclose. Notwithstanding the foregoing, nothing in this Agreement shall require HHC to develop additional Know-how or to obtain additional Know-how from third parties. In the event that DISTRIBUTOR should require technical assistance in connection with its initial sale of the Products in the Territory, HHC will use its commercially reasonable efforts to assist DISTRIBUTOR for reasonable periods of time and at times convenient to HHC. 3.2 DISTRIBUTOR shall supply HHC in writing or by any other appropriate meanssupport, free of charge, with any and all regulatory and marketing information and with any and all clinical or regulatory data relating to the Products and/or the APIProducts, as soon as they are or become available to ASTRAZENECA and/or any DISTRIBUTOR throughout the term of its Affiliates and/or Designated Partnersthis Agreement. ASTRAZENECA DISTRIBUTOR shall communicate any such information and data exclusively to TP and ASTRAZENECA, directly and/or through its Affiliates and/or Designated Partners, shall use such information and data only for the purpose of the Businesses within the Field in the Territory in accordance with the terms and conditions of this AgreementHHC. TP HHC shall be free to use such information and data for the purpose of its business and to disclose the same to TP's Affiliates HHC’s Affiliates, to HHC’s Other Distributors and to TP's designated partiesXxxxxxxx, which in turn shall be free to use them for the purpose of their business outside the Territory and/or outside the Field in the Territory. 3.2 Nothing 3.3 Subject to the provisions of Article 2.4 hereabove, DISTRIBUTOR shall have the right to be licensed, under the terms and conditions of this Agreement, with any Improvement carried out by or which may be discovered, developed, invented or acquired by HHC, for use in accordance with the terms and conditions of this Agreement shall require TP to develop any Improvements or additional Know-how on the ProductsAgreement. Any Improvement or Know-how which may be carried out by or which may be discovered, developed, invented or acquired by ASTRAZENECADISTRIBUTOR, its Affiliates and/or Designated Partners, or any of their respective officers, agents or employees employees, shall be owned by DISTRIBUTOR and may be used by ASTRAZENECADISTRIBUTOR, directly and/or through its Affiliates and/or Designated PartnersSub­Contractors, for the sole purpose of the Businesses within distribution, promotion, marketing and sale of the Products in the Field in the Territory Territory, in accordance with the terms and conditions of this Agreement. ASTRAZENECA shall, and procures that its Affiliates and/or Designated Partners shall, promptly disclose any Any such Improvement or Know-how will be promptly disclosed and is hereby automatically licensed free of charge by DISTRIBUTOR to TP and ASTRAZENECA hereby grants to TP HHC on an exclusive (including with respect to ASTRAZENECA)exclusive, irrevocable, perpetual, royalty-free license to each such Improvement or Know-how, provided however that ASTRAZENECA, directly and/or through its Affiliates and/or Designated Partners, may continue to use such Improvement or Know-how in connection with the rights granted to ASTRAZENECA under the terms perpetual basis (except for DISTRIBUTOR’S activities hereunder) and conditions of this Agreement. TP HHC shall have unrestricted rights to disclose and sublicense the above Improvements or Know-how to TP's Affiliates HHC’s Affiliates, to HHC’s Other Distributors and to TP's designated parties Xxxxxxxx for use outside the Territory and/or outside the Field in the Territory. ASTRAZENECA After termination or expiration of this Agreement for any reason, DISTRIBUTOR (i) shall notfurther grant to HHC an exclusive, irrevocable, perpetual, royalty-free licence to each such Improvement for use also within the Field in the Territory and HHC shall have unrestricted rights to disclose and sublicense such Improvements to HHC’s Affiliates, to HHC’s Other Distributors and to Xxxxxxxx also for use within the Field in the Territory, and procures that its Affiliates and/or Designated Partners (ii) shall not, not grant any licences to Improvements to any third parties. DISTRIBUTOR shall not incur any obligation to any third party which may prohibit or impair its ability to disclose and license Improvements or Know-how to TPHHC. 3.4 Subject to Article 3.3 All above, all Know-how, Improvements and/or other information and data disclosed to ASTRAZENECA DISTRIBUTOR hereunder are at all times and shall after expiration or termination of this Agreement for any reason remain TP’s, or other entities of CMS Group’s, as applicable, HHC’s sole and exclusive propertyproperty (except as regards any Know-how originated by Xxxxxxxx and licensed to HHC, which is and remains the exclusive property of Xxxxxxxx).

EXCHANGE OF INFORMATION AND IMPROVEMENTS. 3.1 Throughout the Term of this Agreement, ASTRAZENECA, directly and/or through its Affiliates and/or Designated Partners, shall supply TP in writing or by any other appropriate means, free of charge, with any and all material information and data relating to the Products and/or the API, as soon as reasonably practicable after they are or become available to ASTRAZENECA and/or any of its Affiliates and/or Designated PartnersASTRAZENECA. ASTRAZENECA shall communicate any such information and data exclusively to TP and ASTRAZENECA, directly and/or through its Affiliates and/or Designated Partners, shall use such information and data only for the purpose of the Businesses within the Field in the Territory in accordance with the terms and conditions of this Agreement. TP shall be free to use such information and data for the purpose of its business and to disclose the same to TP's Affiliates and to TP's designated parties, which in turn shall be free to use them for the purpose of their business outside the Territory and/or outside the Field in the Territory. 3.2 Nothing in this Agreement shall require TP or ASTRAZENECA to develop any Improvements or additional Know-how on the Products. Any Improvement or Know-how which may be carried out by or which may be discovered, developed, invented or acquired by ASTRAZENECA, its Affiliates and/or Designated Partners, or any of their respective officers, agents or employees may be used by ASTRAZENECA, directly and/or through its Affiliates and/or Designated Partners, for the purpose of the Businesses within the Field in the Territory in accordance with the terms and conditions of this Agreement. ASTRAZENECA shall, and procures that its Affiliates and/or Designated Partners shall, shall promptly disclose any such Improvement or Know-how to TP and ASTRAZENECA hereby grants to TP an exclusive (including with respect to ASTRAZENECA), irrevocable, perpetual, royalty-free license to each such Improvement or Know-how, provided however that ASTRAZENECA, directly and/or through its Affiliates and/or Designated Partners, ASTRAZENECA may continue to use such Improvement or Know-how in connection with the rights granted to ASTRAZENECA under the terms and conditions of this Agreement. TP shall have unrestricted rights to disclose and sublicense the above Improvements or Know-how to TP's Affiliates and to TP's designated parties for use outside the Territory and/or outside the Field in the Territory. ASTRAZENECA shall not, and procures that its Affiliates and/or Designated Partners shall not, not incur any obligation to any third party which may prohibit or impair its ability to disclose and license Improvements or Know-how to TP. 3.3 All Know-how, Improvements and/or other information and data disclosed exclusively related to the Product in the Territory held by ASTRAZENECA hereunder are at all times and shall after expiration or termination of this Agreement for any reason remain TP’s, TP or other entities of CMS Group’sits Affiliates’, as applicable, sole and exclusive property.

EXCHANGE OF INFORMATION AND IMPROVEMENTS. 3.1 Throughout the Term term of this Agreement, ASTRAZENECA, directly and/or through its Affiliates and/or Designated Partners, HHC shall supply TP DISTRIBUTOR with any relevant Know-how, in addition to that already supplied at the Effective Date hereof, which may be or become available to HHC and which HHC is free to disclose. Notwithstanding the foregoing, nothing in this Agreement shall require HHC to develop additional Know-how or to obtain additional Know-how from third parties. In the event that DISTRIBUTOR should require technical assistance in connection with its initial sale of the Products in the Territory, HHC will use its commercially reasonable efforts to assist DISTRIBUTOR for reasonable periods of time and at times convenient to HHC. 3.2 DISTRIBUTOR shall supply HHC in writing or by any other appropriate meanssupport, free of charge, with any and all regulatory and marketing information and with any and all clinical or regulatory data relating to the Products and/or the APIProducts, as soon as they are or become available to ASTRAZENECA and/or any DISTRIBUTOR throughout the term of its Affiliates and/or Designated Partnersthis Agreement. ASTRAZENECA DISTRIBUTOR shall communicate any such information and data exclusively to TP and ASTRAZENECA, directly and/or through its Affiliates and/or Designated Partners, shall use such information and data only for the purpose of the Businesses within the Field in the Territory in accordance with the terms and conditions of this AgreementHHC. TP HHC shall be free to use such information and data for the purpose of its business and to disclose the same to TPHHC's Affiliates Affiliates, to HHC's Other Distributors and to TP's designated partiesSixxxxxx, which in turn shall be free to use them for the purpose of their business outside the Territory and/or outside the Field in the Territory. 3.2 Nothing 3.3 Subject to the provisions of Article 2.4 hereabove, DISTRIBUTOR shall have the right to be licensed, under the terms and conditions of this Agreement, with any Improvement carried out by or which may be discovered, developed, invented or acquired by HHC, for use in accordance with the terms and conditions of this Agreement shall require TP to develop any Improvements or additional Know-how on the ProductsAgreement. Any Improvement or Know-how which may be carried out by or which may be discovered, developed, invented or acquired by ASTRAZENECADISTRIBUTOR, its Affiliates and/or Designated Partners, or any of their respective officers, agents or employees employees, shall be owned by DISTRIBUTOR and may be used by ASTRAZENECADISTRIBUTOR, directly and/or through its Affiliates and/or Designated PartnersSub-Contractors, for the sole purpose of the Businesses within distribution, promotion, marketing and sale of the Products in the Field in the Territory Territory, in accordance with the terms and conditions of this Agreement. ASTRAZENECA shall, and procures that its Affiliates and/or Designated Partners shall, promptly disclose any Any such Improvement or Know-how will be promptly disclosed and is hereby automatically licensed free of charge by DISTRIBUTOR to TP and ASTRAZENECA hereby grants to TP HHC on an exclusive (including with respect to ASTRAZENECA)exclusive, irrevocable, perpetual, royalty-free license to each such Improvement or Know-how, provided however that ASTRAZENECA, directly and/or through its Affiliates and/or Designated Partners, may continue to use such Improvement or Know-how in connection with the rights granted to ASTRAZENECA under the terms perpetual basis (except for DISTRIBUTOR’s activities hereunder) and conditions of this Agreement. TP HHC shall have unrestricted rights to disclose and sublicense the above Improvements or Know-how to TPHHC's Affiliates Affiliates, to HHC's Other Distributors and to TP's designated parties for Sixxxxxx xor use outside the Territory and/or outside the Field in the Territory. ASTRAZENECA After termination or expiration of this Agreement for any reason, DISTRIBUTOR (i) shall notfurther grant to HHC an exclusive, irrevocable, perpetual, royalty-free licence to each such Improvement for use also within the Field in the Territory and HHC shall have unrestricted rights to disclose and sublicense such Improvements to HHC’s Affiliates, to HHC’s Other Distributors and to Sixxxxxx xlso for use within the Field in the Territory, and procures that its Affiliates and/or Designated Partners (ii) shall not, not grant any licences to Improvements to any third parties. DISTRIBUTOR shall not incur any obligation to any third party which may prohibit or impair its ability to disclose and license Improvements or Know-how to TPHHC. 3.4 Subject to Article 3.3 All above, all Know-how, Improvements and/or other information and data disclosed to ASTRAZENECA DISTRIBUTOR hereunder are at all times and shall after expiration or termination of this Agreement for any reason remain TP’s, or other entities of CMS Group’s, as applicable, HHC’s sole and exclusive propertyproperty (except as regards any Know-how originated by Sixxxxxx xnd licensed to HHC, which is and remains the exclusive property of Sixxxxxx).