Common use of Improvements and Modifications Clause in Contracts

Improvements and Modifications. (a) If during the term of this Agreement, LICENSOR makes any improvements or modifications which are invented or developed by or on behalf of LICENSOR after the Effective Date of this Agreement and on or before December 31, 2004, and which relate in any way to or are useful in the design, operation, manufacture and assembly of SPD Emulsions and/or Light Valve Film, such improvements and modifications shall from time to time be disclosed to LICENSEE and be automatically included, on a non-exclusive basis, in the rights and licenses granted pursuant to Section 2.1 hereof, and any patents and/or patent applications relating thereto shall automatically be added to Schedule A hereof. (b) Any future improvements or modifications invented or developed by or on behalf of LICENSEE, LICENSEE's sublicensees and LICENSOR (other than improvements jointly developed by LICENSOR and LICENSEE or as specifically described in Sections 7.2(a)) after the Effective Date of this Agreement, if any, which relate in any way to or are useful in the design, operation, manufacture and assembly of SPD Emulsions, Light Valve Film and/or to the suspensions or other components used or usable in SPD Emulsions and/or Light Valve Film shall not be included in this Agreement. Upon written request by the non-inventing party, LICENSOR and LICENSEE shall negotiate with each other regarding the grant of nonexclusive rights and licenses to use such improvements and modifications, but neither party shall be obligated to grant such rights and licenses to one another. (c) During the term of this Agreement each of the parties hereto agrees to inform the other in writing (without any obligation to reveal details which would be confidential information), at least as frequently as once a year in January of each calendar year, if any significant improvements or modifications (other than as specifically described in Section 7.2(a)) have been made relating to the subject matter of this Agreement, and as to the general nature of any such improvements and modifications. (d) Notwithstanding the foregoing, LICENSOR may, but shall not be required to, voluntarily and without additional cost to LICENSEE disclose certain information relating to future improvements and modifications and license to LICENSEE rights in such certain future improvements and modifications, and any information so disclosed will be considered Technical Information which LICENSEE shall be obligated to keep confidential pursuant to Section 12.1 of this Agreement. In connection therewith, LICENSOR, may voluntarily add patents and/or patent applications to Schedule A hereof. No disclosure of any information by LICENSOR shall in any way establish a course of dealing or otherwise require LICENSOR to make any future disclosure of information under this Agreement.

Improvements and Modifications. (a) If during the term of this Agreement, Any improvement or modification made by LICENSOR makes any improvements or modifications which are invented or developed by or on behalf of LICENSOR after the Effective Date of this Agreement and on or before through December 31, 2004, 2005 shall be added to Schedule A hereof and which relate in any way to or are useful in the design, operation, manufacture and assembly of SPD Emulsions and/or Light Valve Film, such improvements and modifications shall from time to time be disclosed to LICENSEE and be automatically included, on a non-exclusive basis, included in the rights and licenses granted hereunder pursuant to Section 2.1 hereof2.1. LICENSEE hereby grants to LICENSOR a nonexclusive, royalty-free, irrevocable, worldwide license with the right to grant sublicenses to others to utilize all technical information, improvements and/or modifications (whether or not the subject of patents or pending patent applications) developed or invented by or on behalf of LICENSEE and/or its sublicensees, subcontractors, or agents hereunder through December 31, 2005 relating to Light Valves, or Licensed Products, and LICENSEE shall provide LICENSOR in reasonable detail complete information regarding such technical information, improvements and/or modifications. The foregoing license shall be self-effectuating, but LICENSEE agrees upon written notice by LICENSOR at any patents and/or patent applications relating thereto shall automatically be added time hereafter to Schedule A hereof. (b) deliver to LICENSOR within 30 days of such notice any document or other instrument reasonably requested by LICENSOR to convey such license rights to LICENSOR such as, by way of example, confirmations or instruments of conveyance or assignment. Any other future improvements or modifications invented or developed by or on behalf of LICENSEE, LICENSEE's sublicensees and LICENSOR (other than improvements jointly developed by LICENSOR and LICENSEE or as specifically described in Sections 7.2(a)) after the Effective Date of this Agreement, if any, which relate in any way to or are useful in the design, operation, manufacture and assembly of SPD EmulsionsLicensed Products, Light Valve Film and/or to the suspensions or other components used or usable in SPD Emulsions and/or Light Valve Film Licensed Products shall not be included in this Agreement. Upon written request by the non-inventing party, LICENSOR and LICENSEE shall negotiate with each other regarding the grant of nonexclusive rights and licenses to use such improvements and modifications, but neither party shall be obligated to grant such rights and licenses to one another. (cb) During the term of this Agreement each of the parties hereto agrees to inform the other in writing (without any obligation to reveal details which would be confidential information), at least as frequently as once a year in January of each calendar year, if any significant improvements or modifications (other than as specifically described in Section 7.2(a)) have been made relating to the subject matter of this Agreement, and as to the general nature of any such improvements and modifications. (dc) Notwithstanding the foregoing, LICENSOR may, but shall not be required to, voluntarily and without additional cost to LICENSEE disclose certain information relating to future improvements and modifications and license to LICENSEE rights in such certain future improvements and modifications, and any information so disclosed will be considered Technical Information which LICENSEE shall be obligated to keep confidential pursuant to Section 12.1 of this Agreement. In connection therewith, LICENSOR, may voluntarily add patents and/or patent applications to Schedule A hereof. No disclosure of any information by LICENSOR shall in any way establish a course of dealing or otherwise require LICENSOR to make any future disclosure of information under this Agreement.

Improvements and Modifications. (a) If during In addition to Lessee's obligations as Supervisory Agent under the term Project Supervisory Agreement, on and after the Base Term Commencement Date, (i) Lessee, at Lessee's own cost and expense, shall make alterations, renovations, improvements and additions to the Leased Property or any part thereof and substitutions and replacements therefor (collectively, "MODIFICATIONS") which are (A) necessary to repair or maintain the Leased Property in the condition required by Section 9.1; (B) necessary in order for the Leased Property to be in compliance with Applicable Laws in all material respects; or (C) necessary or advisable to restore the Leased Property to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIV; and (ii) so long as no Event of Default or Default has occurred and is continuing, Lessee, at Lessee's own cost and expense, may undertake Modifications to the Leased Property so long as such Modifications comply in all material respects with Applicable Laws and with Section 9.1 and subsection (b) of this Agreement, LICENSOR makes any improvements or modifications which are invented or developed by or on behalf of LICENSOR after the Effective Date of this Agreement and on or before December 31, 2004, and which relate in any way to or are useful in the design, operation, manufacture and assembly of SPD Emulsions and/or Light Valve Film, such improvements and modifications shall from time to time be disclosed to LICENSEE and be automatically included, on a non-exclusive basis, in the rights and licenses granted pursuant to Section 2.1 hereof, and any patents and/or patent applications relating thereto shall automatically be added to Schedule A hereof10.1. (b) Any future improvements or modifications invented or developed by or on behalf The making of LICENSEEany Modifications must be in compliance with the following requirements: (i) No such Modifications with a cost exceeding $10,000,000, LICENSEE's sublicensees and LICENSOR (other than improvements jointly developed scheduled maintenance to the Equipment required by LICENSOR the Manufacturers' operating standards and LICENSEE guidelines or as specifically described reasonably anticipated repairs or replacements, shall be made or undertaken except upon not less than thirty days' prior written notice to Lessor. (ii) No Modifications shall be undertaken (x) in Sections 7.2(a)) after the Effective Date of this Agreement, if any, which relate violation in any way material respect of the terms of any restriction, easement, condition, covenant or other similar matter affecting title to or are useful binding on the Leased Property or (y) until Lessee shall have procured and paid for, so far as the same may be required from time to time, all material permits and authorizations to such Modifications of all Governmental Authorities having jurisdiction. Lessor, at Lessee's expense, shall join in the designapplication for any such permit or authorization and execute and deliver any document in connection therewith, operationwhenever such joinder is necessary or advisable. (iii) The Modifications shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and the standards imposed by any insurance policies required to be maintained hereunder or the manufacturer in order to maintain all warranties, manufacture and assembly all Modifications must be located solely on the Site. (iv) All Modifications shall, when completed, be of SPD Emulsionssuch a character as to not materially adversely affect the Fair Market Value, Light Valve Film and/or utility, remaining economic useful life or residual value of the Leased Property from the Fair Market Value, utility, remaining economic useful life or residual value thereof immediately prior to the suspensions making thereof or, in the case of Modifications being made by virtue of a Casualty or Condemnation, immediately prior to the occurrence of such Casualty or Condemnation. If any such Modification has a cost exceeding $15,000,000 and if requested by the Required Participants, Lessor may obtain a report from the Independent Engineer or, at the option of the Required Participants, engage an appraiser of nationally recognized standing, at Lessee's sole cost and expense, to determine (by appraisal or other components used methods satisfactory to the Required Participants) the projected Fair Market Value of the Leased Property following completion of the Modifications relating thereto. (v) Lessee shall have made adequate arrangements for payment of the cost of all Modifications when due so that the Leased Property shall at all times be free of Liens for labor and materials supplied or usable in SPD Emulsions and/or Light Valve Film shall not be included in this Agreement. Upon written request by claimed to have been supplied to the non-inventing partyLeased Property, LICENSOR and LICENSEE shall negotiate with each other regarding the grant of nonexclusive rights and licenses to use such improvements and modifications, but neither party shall be obligated to grant such rights and licenses to one anotherthan Permitted Liens. (c) During the term of this Agreement each of the parties hereto agrees to inform the other in writing (without any obligation to reveal details which would be confidential information), at least as frequently as once a year in January of each calendar year, if any significant improvements or modifications (other than as specifically described in Section 7.2(a)) have been made relating to the subject matter of this Agreement, and as to the general nature of any such improvements and modifications. (d) Notwithstanding the foregoing, LICENSOR mayfollowing the Base Term Commencement Date, but Lessee, at its sole cost and expense, may make emergency expenditures for Modifications that otherwise comply with the requirements of this Section 10.1, even if such Modifications are not scheduled or reasonably anticipated or the cost thereof exceed the amounts set forth above, if any, provided Lessee has promptly given Lessor notice promptly following the earlier of such expenditure or Modification (which notice shall not describe the amount and type of such expenditures, the Modifications made or to be required to, voluntarily and without additional cost to LICENSEE disclose certain information relating to future improvements and modifications and license to LICENSEE rights in such certain future improvements and modificationsmade, and any information so disclosed will be considered Technical Information which LICENSEE shall be obligated to keep confidential pursuant to Section 12.1 certifying that such Modifications otherwise comply with the requirements of this AgreementSection 10. 1). In connection therewithThe term "EMERGENCY EXPENDITURES" means expenditures necessary to prevent damage or injury to (or loss of) the Leased Property or any portion thereof or to prevent exposing any person or entity to damage or injury or to prevent any other act or omission which would, LICENSORin the good faith judgment of Lessee expose Lessee, may voluntarily add patents and/or patent applications Lessor, Administrative Agent or any of the Participants to Schedule A hereof. No disclosure an unreasonable or unwarranted risk of any information by LICENSOR shall in any way establish a course of dealing loss, damage, or otherwise require LICENSOR injury or to make any future disclosure of information under this Agreementcomply with Applicable Law.

Improvements and Modifications. (a) If during the term of this Agreement, LICENSOR makes any improvements or modifications which are invented or developed by or on behalf of LICENSOR after the Effective Date of this Agreement and on or before December 31, 2004, and which relate in any way to or are useful in the design, operation, manufacture and assembly of SPD Emulsions and/or Light Valve Film, such improvements and modifications shall from time to time be disclosed to LICENSEE and be automatically included, on a non-exclusive basis, in the rights and licenses granted pursuant to Section 2.1 hereof, and any patents and/or patent applications relating thereto shall automatically be added to Schedule A hereof. (b) Any future improvements or modifications invented or developed by or on behalf of LICENSEE, LICENSEE's sublicensees and LICENSOR (other than improvements jointly developed by LICENSOR and LICENSEE or as specifically described in Sections 7.2(a)) after the Effective Date of this Agreement, if any, which relate in any way to or are useful in the design, operation, manufacture and assembly of SPD EmulsionsLicensed Products, Light Valve Film and/or to the suspensions or other components used or usable in SPD Emulsions and/or Light Valve Film Licensed Products shall not be included in this Agreement. Upon written request by the non-inventing party, LICENSOR and LICENSEE shall negotiate with each other regarding the grant of nonexclusive rights and licenses to use such improvements and modifications, but neither party shall be obligated to grant such rights and licenses to one another. Notwithstanding anything contained herein to the contrary, LICENSOR shall have the right to use, license and sublicense any improvement, modification or invention which is jointly developed by LICENSEE or its officers, directors, employees, affiliates, contractors, or consultants, on the one hand, and LICENSOR or its officers, directors, employees, affiliates, contractors or consultants, on the other hand. (cb) During the term of this Agreement each of the parties hereto LICENSEE agrees to inform the other LICENSOR in writing (without any obligation to reveal details which would be confidential information), at least as frequently as once a year in January of each calendar year, if any significant technology or improvements or modifications (other than as specifically described thereto has been developed by or for LICENSEE which would be useful for use in Section 7.2(a)) have been made relating to the subject matter of this Agreementconjunction with Light Valves or Licensed Products, and as to the general nature of any such technology or improvements and modifications. (dc) Notwithstanding the foregoing, LICENSOR may, but shall not be required to, voluntarily and without additional cost to LICENSEE disclose certain information relating to future improvements and modifications and license to LICENSEE rights in such certain future improvements and modifications, and any information so disclosed will be considered Technical Information which LICENSEE shall be obligated to keep confidential pursuant to Section 12.1 of this Agreement. In connection therewith, LICENSOR, may voluntarily add patents and/or patent applications to Schedule A hereof. No disclosure of any information by LICENSOR shall in any way establish a course of dealing or otherwise require LICENSOR to make any future disclosure of information under this Agreement.

Improvements and Modifications. (a) If during In addition to Lessee’s obligations as Construction Agent under the term of this Construction Agency Agreement, LICENSOR makes on and after the Base Term Commencement Date, (i) Lessee, at Lessee’s own cost and expense, shall make alterations, renovations, improvements and additions to the Leased Property or any improvements or modifications part thereof and substitutions and replacements therefor (collectively, “Modifications”) which are invented (A) necessary to repair or developed by or on behalf of LICENSOR after maintain the Effective Date of this Agreement and on or before December 31, 2004, and which relate in any way to or are useful Leased Property in the design, operation, manufacture and assembly of SPD Emulsions and/or Light Valve Film, such improvements and modifications shall from time condition required by Section 9.1; (B) necessary in order for the Leased Property to time be disclosed in compliance with Applicable Laws (including Environmental Laws) in all material respects; or (C) necessary or advisable to LICENSEE and be automatically included, on restore the Leased Property to its condition existing prior to a non-exclusive basis, in Casualty or Condemnation to the rights and licenses granted extent required pursuant to Article XIV (collectively, a “Required Modification”); and (ii) so long as no Default or Event of Default has occurred and is continuing, Lessee, at Lessee’s own cost and expense, may undertake other Modifications to the Leased Property so long as such Modifications comply with Applicable Laws, Section 2.1 hereof9.1 and Section 10.1(b) (collectively, and any patents and/or patent applications relating thereto shall automatically be added to Schedule A hereofa “Permitted Modifications”). (b) Any future improvements The making of any Modifications must be in compliance with the following requirements: (i) No such Modifications or modifications invented series of Modifications (A) with a cost exceeding Ten Million Dollars ($10,000,000) for each Modification or, when added to the cost of all other Modifications, Twenty Five Million Dollars ($25,000,000) in the aggregate, or developed by (B) materially affecting any structural element of the Facility, shall be made or on behalf undertaken without the prior written consent of LICENSEE, LICENSEE's sublicensees and LICENSOR (other than improvements jointly developed by LICENSOR and LICENSEE or as specifically described in Sections 7.2(a)) after the Effective Date of this Agreement, if anyLessor, which relate in any way to or are useful in the design, operation, manufacture and assembly of SPD Emulsions, Light Valve Film and/or to the suspensions or other components used or usable in SPD Emulsions and/or Light Valve Film consent shall not be included in this Agreement. Upon written request by the non-inventing partyunreasonably withheld, LICENSOR and LICENSEE shall negotiate with each other regarding the grant of nonexclusive rights and licenses to use such improvements and modifications, but neither party shall be obligated to grant such rights and licenses to one anotherdelayed or conditioned. (cii) During the term of this Agreement each No Modifications shall be undertaken (x) in violation in any material respect of the parties hereto agrees to inform the other in writing terms of any restriction (without including any obligation to reveal details which would be confidential informationenvironmental deed restriction), easement, condition, covenant, no further action letter or other similar matter affecting title to or binding on the Leased Property or (y) until Lessee shall have procured and paid for, so far as the same may be required from time to time, all material permits and authorizations to such Modifications of all third Persons or Governmental Authorities having jurisdiction. Lessor, at least as frequently as once a year Lessee’s expense, shall join in January of each calendar year, if any significant improvements or modifications (other than as specifically described in Section 7.2(a)) have been made relating to the subject matter of this Agreement, and as to the general nature of application for any such improvements permit or authorization and modificationsexecute and deliver any document in connection therewith, whenever such joinder is necessary or advisable. (diii) Notwithstanding All Modifications shall be prosecuted in a diligent manner, be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws (including Environmental Laws) then in effect and the foregoing, LICENSOR may, but shall not standards imposed by any insurance policies required to be required to, voluntarily and without additional cost maintained hereunder or the manufacturer in order to LICENSEE disclose certain information relating to future improvements and modifications and license to LICENSEE rights in such certain future improvements and modificationsmaintain all warranties, and all Modifications must be located solely on the Site. (iv) All Modifications shall, when completed, be of such a character as to not give rise to any information material Environmental Claim or materially adversely affect the Fair Market Value, utility, remaining economic useful life or residual value of the Leased Property from the Fair Market Value, utility, remaining economic useful life or residual value thereof immediately prior to the making thereof or, in the case of Modifications being made by virtue of a Casualty or Condemnation, immediately prior to the occurrence of such Casualty or Condemnation (assuming the Leased Property was then in the condition required by this Lease). If such Modifications have a cost exceeding Ten Million Dollars ($10,000,000), individually or Twenty Five Million Dollars ($25,000,000), in the aggregate, and if requested by the Required Participants, Lessor may obtain a report from the Construction Consultant or, at the option of the Required Participants, Lessor may engage an appraiser of nationally recognized standing, at Lessee’s sole cost and expense, to determine (by appraisal or other methods satisfactory to the Required Participants) the projected Fair Market Value of the Leased Property as of the completion of the Modifications relating thereto. (v) Lessee shall have made adequate arrangements for payment of the cost of all Modifications when due so disclosed will that the Leased Property shall at all times be considered Technical Information which LICENSEE shall be obligated free of Liens for labor and materials supplied or claimed to keep confidential pursuant have been supplied to Section 12.1 of this Agreement. In connection therewiththe Leased Property, LICENSOR, may voluntarily add patents and/or patent applications to Schedule A hereof. No disclosure of any information by LICENSOR shall in any way establish a course of dealing or otherwise require LICENSOR to make any future disclosure of information under this Agreementother than Permitted Liens.

Improvements and Modifications. (a) If during the term of this Agreement, LICENSOR makes any improvements or modifications which are invented or developed by or on behalf of LICENSOR after the Effective Date of this Agreement and on or before December 31, 2004, and which relate in any way to or are useful in the design, operation, manufacture and assembly of SPD Emulsions and/or Light Valve Film, such improvements and modifications shall from time to time be disclosed to LICENSEE and be automatically included, on a non-exclusive basis, in the rights and licenses granted pursuant to Section 2.1 hereof, and any patents and/or patent applications relating thereto shall automatically be added to Schedule A hereof. (b) Any future improvements or modifications invented or developed by or on behalf of LICENSEE, LICENSEE's sublicensees and LICENSOR (other than improvements jointly developed by LICENSOR and LICENSEE or as specifically described in Sections 7.2(a)) after the Effective Date of this Agreement, if any, which relate in any way to or are useful in the design, operation, manufacture and assembly of SPD EmulsionsLicensed Products, Light Valve Film and/or to the suspensions or other components used or usable in SPD Emulsions and/or Light Valve Film Licensed Products shall not be included in this Agreement. Upon written request by the non-inventing party, LICENSOR and LICENSEE shall negotiate with each other regarding the grant of nonexclusive rights and licenses to use such improvements and modifications, but neither party shall be obligated to grant such rights and licenses to one another. Notwithstanding anything contained herein to the contrary, LICENSOR may use, license and sublicense any improvement, modification or invention which is jointly developed by LICENSEE or its officers, directors, employees, affiliates, contractors, or consultants, on the one hand, and LICENSOR or its officers, directors, employees, affiliates, contractors or consultants, on the other hand. (cb) During the term of this Agreement Agreement, each of the parties hereto agrees to party shall inform the other in writing (without any obligation to reveal details which would be confidential information), ) at least as frequently as once a year in January of each calendar year, year if any significant improvements or modifications (other than as specifically described in Section 7.2(a)) have been made relating to the subject matter of this Agreement, Agreement and as to the general nature of any such improvements and modifications. (dc) Notwithstanding the foregoing, LICENSOR may, but shall not be required to, voluntarily and without additional cost to LICENSEE disclose certain information relating to future improvements and modifications and license to LICENSEE rights in such certain future improvements and modifications, and any information so disclosed will be considered Technical Information which LICENSEE shall be obligated to keep confidential pursuant to Section 12.1 of this Agreement. In connection therewith, LICENSOR, may voluntarily add patents and/or patent applications to Schedule A hereofhereof that pertain to Light Valves and Light Valve Transportation Vehicle Window Products or methods of controlling Light Valves. No disclosure of any information by LICENSOR shall in any way establish a course of dealing or otherwise require LICENSOR to make any future disclosure of information under this Agreement.

Improvements and Modifications. (a) If during the term of this Agreement, LICENSOR makes any improvements or modifications which are invented or developed by or on behalf of LICENSOR after the Effective Date of this Agreement and on or before December August 31, 2004, and which relate in any way to or are useful in the design, operation, manufacture and assembly of SPD Emulsions and/or Light Valve Film, such improvements and modifications shall from time to time be disclosed to LICENSEE and be automatically included, on a non-exclusive basis, in the rights and licenses granted pursuant to Section 2.1 hereof, and any patents and/or patent applications relating thereto shall automatically be added to Schedule A hereof. (b) Any future improvements or modifications invented or developed by or on behalf of LICENSEE, LICENSEE's sublicensees and LICENSOR (other than improvements jointly developed by LICENSOR and LICENSEE or as specifically described in Sections 7.2(a)) after the Effective Date of this Agreement, if any, which relate in any way to or are useful in the design, operation, manufacture and assembly of SPD Emulsions, Light Valve Film and/or to the suspensions or other components used or usable in SPD Emulsions and/or Light Valve Film shall not be included in this Agreement. Upon written request by the non-non- inventing party, LICENSOR and LICENSEE shall negotiate with each other regarding the grant of nonexclusive rights and licenses to use such improvements and modifications, but neither party shall be obligated to grant such rights and licenses to one another. (c) During the term of this Agreement each of the parties hereto agrees to inform the other in writing (without any obligation to reveal details which would be confidential information), at least as frequently as once a year in January of each calendar year, if any significant improvements or modifications (other than as specifically described in Section 7.2(a)) have been made relating to the subject matter of this Agreement, and as to the general nature of any such improvements and modifications. (d) Notwithstanding the foregoing, LICENSOR may, but shall not be required to, voluntarily and without additional cost to LICENSEE disclose certain information relating to future improvements and modifications and license to LICENSEE rights in such certain future improvements and modifications, and any information so disclosed will be considered Technical Information which LICENSEE shall be obligated to keep confidential pursuant to Section 12.1 of this Agreement. In connection therewith, LICENSOR, may voluntarily add patents and/or patent applications to Schedule A hereof. No disclosure of any information by LICENSOR shall in any way establish a course of dealing or otherwise require LICENSOR to make any future disclosure of information under this Agreement.

Improvements and Modifications. (a) If during On and after the term Second Document Closing Date but subject to the final sentence of this Agreementparagraph (i) Lessee, LICENSOR makes at Lessee's own cost and expense, shall make alterations, renovations, improvements and additions to the Leased Property or any improvements or modifications part thereof and substitutions and replacements therefor (collectively, "MODIFICATIONS") which are invented (A) necessary to repair or developed maintain the Leased Property in the condition required by SECTION 9.1; (B) necessary in order for the Leased Property to be in compliance with Applicable Laws; or on behalf (C) necessary or advisable to restore the Leased Property to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to ARTICLE XIV; and (ii) so long as no Lease Event of LICENSOR after Default or Lease Default has occurred and is continuing, Lessee, at Lessee's own cost and expense, may, following the Effective Date Base Term Commencement Date, undertake Modifications to the Leased Property so long as such Modifications comply with Applicable Laws and with SECTION 9.1 and subsection (b) of this Agreement and on or before December 31SECTION 10.1. Prior to the Base Term Commencement Date, 2004, and which relate in any way to or are useful in all Modifications (other than the design, operation, manufacture and assembly of SPD Emulsions and/or Light Valve Film, such improvements and modifications shall from time to time be disclosed to LICENSEE and be automatically included, on a non-exclusive basis, in the rights and licenses granted Financed Improvements being built pursuant to Section 2.1 hereofthe Approved Plans and Specifications and in compliance with the Construction Agency Agreement, and any patents and/or patent applications relating thereto modification permitted pursuant to and in accordance with Section 3.2 of the Construction Agency Agreement) shall automatically be added subject to Schedule A hereofthe terms, conditions and restrictions set forth in Section 3.2 of the Construction Agency Agreement. (b) Any future improvements or modifications invented or developed by or on behalf The making of LICENSEE, LICENSEE's sublicensees and LICENSOR any Modifications must be in compliance with the following requirements: (other than improvements jointly developed by LICENSOR and LICENSEE or as specifically described in Sections 7.2(a)i) after the Effective Date of this Agreement, if any, which relate in any way to or are useful in the design, operation, manufacture and assembly of SPD Emulsions, Light Valve Film and/or to the suspensions or other components used or usable in SPD Emulsions and/or Light Valve Film shall not be included in this Agreement. Upon written request by the non-inventing party, LICENSOR and LICENSEE shall negotiate No such Modifications with each other regarding the grant of nonexclusive rights and licenses to use such improvements and modifications, but neither party a cost exceeding $500,000 shall be obligated made or undertaken except upon not less than thirty (30) days' prior written notice to grant such rights and licenses to one anotherLessor. (cii) During the term of this Agreement each Lessee shall not make any Modifications in violation of the parties hereto agrees to inform the other in writing (without any obligation to reveal details which would be confidential information), at least as frequently as once a year in January of each calendar year, if any significant improvements or modifications (other than as specifically described in Section 7.2(a)) have been made relating to the subject matter of this Agreement, and as to the general nature terms of any such improvements and modificationsrestriction, easement, condition, covenant or other similar matter affecting title to or binding on the Leased Property. (diii) Notwithstanding No Modifications shall be undertaken until Lessee shall have procured and paid for, so far as the foregoing, LICENSOR may, but shall not same may be required tofrom time to time, voluntarily all required permits and without additional cost to LICENSEE disclose certain information authorizations relating to future improvements such Modifications of all municipal and modifications other Governmental Authorities having jurisdiction over the Leased Property. Lessor, at Xxxxxx's expense, shall join in the application for any such permit or authorization and license to LICENSEE rights execute and deliver any document in such certain future improvements and modifications, and any information so disclosed will be considered Technical Information which LICENSEE shall be obligated to keep confidential pursuant to Section 12.1 of this Agreement. In connection therewith, LICENSORwhenever such joinder is necessary or advisable. (iv) The Modifications shall be completed in a good and workmanlike manner and in compliance with all Applicable Laws then in effect and the standards imposed by any insurance policies required to be maintained hereunder. (v) All Modifications shall, may voluntarily add patents and/or patent applications when completed, be of such a character as to Schedule A hereof. No disclosure not materially adversely affect the Fair Market Value, utility or residual value of any information the Leased Property from their Fair Market Value, utility or residual value immediately prior to the making thereof or, in the case of Modifications being made by LICENSOR virtue of a Casualty or Condemnation, immediately prior to the occurrence of such Casualty or Condemnation. (vi) Lessee shall in any way establish a course have made adequate arrangements for payment of dealing the cost of all Modifications when due so that the Leased Property shall at all times be free of Liens for labor and materials supplied or otherwise require LICENSOR claimed to make any future disclosure of information under this Agreementhave been supplied to the Leased Property, other than Permitted Liens. (vii) All Modifications must be located solely on the Land.

Improvements and Modifications. (a) If during In addition to Lessee's obligations as Construction Agent to build the term Financed Improvements under the Construction Agency Agreement, on and after the Base Term Commencement Date (i) Lessee, at Lessee's own cost and expense, shall make alterations, renovations, improvements and additions to the Premises or any part thereof and substitutions and replacements therefor (collectively, "Modifications") which are (A) necessary to repair or maintain the Premises in the condition required by Section 9.1; (B) necessary in order for the Premises to be in compliance in all material respects with Applicable Laws; or (C) necessary or advisable to restore the Premises to their condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIV; and (ii) so long as no Lease Event of Default or Lease Default has occurred and is continuing, Lessee, at Lessee's own cost and expense, may undertake Modifications on the Premises so long as such Modifications comply with Applicable Laws and with Section 9.1 and subsection (b) of this AgreementSection 10.1. During the Interim Term, LICENSOR makes any improvements or modifications which are invented or developed by or on behalf of LICENSOR after all Modifications (other than the Effective Date of this Agreement and on or before December 31, 2004, and which relate in any way to or are useful in the design, operation, manufacture and assembly of SPD Emulsions and/or Light Valve Film, such improvements and modifications shall from time to time be disclosed to LICENSEE and be automatically included, on a non-exclusive basis, in the rights and licenses granted Financed Improvements being built pursuant to Section 2.1 hereofthe Approved Plans and Specifications and in compliance with the Construction Agency Agreement, and any patents and/or patent applications relating thereto modification permitted pursuant to and in accordance with Section 3.2 of the Construction Agency Agreement) shall automatically be added subject to Schedule A hereofthe written approval of the Required Participants and the terms, conditions and restrictions set forth in the Construction Agency Agreement. (b) Any future improvements or modifications invented or developed by or on behalf The making of LICENSEE, LICENSEE's sublicensees and LICENSOR any Modifications must be in compliance with the following requirements: (other than improvements jointly developed by LICENSOR and LICENSEE or as specifically described in Sections 7.2(a)i) after the Effective Date of this Agreement, if any, which relate in any way to or are useful in the design, operation, manufacture and assembly of SPD Emulsions, Light Valve Film and/or to the suspensions or other components used or usable in SPD Emulsions and/or Light Valve Film shall not be included in this Agreement. Upon written request by the non-inventing party, LICENSOR and LICENSEE shall negotiate No such Modifications with each other regarding the grant of nonexclusive rights and licenses to use such improvements and modifications, but neither party a cost exceeding Two Million Five Hundred Thousand Dollars ($2,500,000) shall be obligated made or undertaken except upon not less than thirty days' prior written notice to grant such rights and licenses to one anotherAgent Lessor. (cii) During the term of this Agreement each Lessee shall not make any Modifications in violation of the parties hereto agrees to inform the other in writing (without any obligation to reveal details which would be confidential information), at least as frequently as once a year in January of each calendar year, if any significant improvements or modifications (other than as specifically described in Section 7.2(a)) have been made relating to the subject matter of this Agreement, and as to the general nature terms of any such improvements and modificationsrestriction, easement, condition, covenant or other similar matter affecting title to or binding on the Premises. (diii) Notwithstanding No Modifications shall be undertaken until Lessee shall have procured and paid for, so far as the foregoing, LICENSOR may, but shall not same may be required tofrom time to time, voluntarily all permits and without additional cost to LICENSEE disclose certain information authorizations relating to future improvements such Modifications of all municipal and modifications other Governmental Authorities having jurisdiction over the Premises. Agent Lessor, at Lessee's expense, shall join in the application for any such permit or authorization and license to LICENSEE rights execute and deliver any document in such certain future improvements and modifications, and any information so disclosed will be considered Technical Information which LICENSEE shall be obligated to keep confidential pursuant to Section 12.1 of this Agreement. In connection therewith, LICENSORwhenever such joinder is necessary or advisable. (iv) The Modifications shall be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws then in effect and the standards imposed by any insurance policies required to be maintained hereunder. (v) All Modifications shall, when completed, be of such a character as to not materially adversely affect the Fair Market Value, utility, remaining economic useful life or residual value of the Premises from their Fair Market Value, utility, remaining economic useful life or residual value immediately prior to the making thereof or, in the case of Modifications being made by virtue of a Casualty or Condemnation, immediately prior to the occurrence of such Casualty or Condemnation. If such Modifications have a cost exceeding Two Million Five Hundred Thousand Dollars ($2,500,000) and if requested by Required Participants, Agent Lessor may voluntarily add patents and/or patent applications engage an appraiser of nationally recognized standing, at Lessee's sole cost and expense, to Schedule A hereof. No disclosure determine (by appraisal methods satisfactory to the Required Participants) the projected Fair Market Value of any information by LICENSOR the Premises following completion of the Modifications relating thereto. (vi) Lessee shall in any way establish a course have made adequate arrangements for payment of dealing the cost of all Modifications when due so that the Premises shall at all times be free of Liens for labor and materials supplied or otherwise require LICENSOR claimed to make any future disclosure of information under this Agreementhave been supplied to the Premises, other than Permitted Liens. (vii) The Modifications must be located solely on the Land.

Improvements and Modifications. (a) If during Lessee, at Lessee's own cost and expense, shall make alterations, renovations, improvements and additions to the term Leased Property or any part thereof and substitutions and replacements therefor (collectively, "MODIFICATIONS") which are (i) necessary to repair or maintain the Leased Property in the condition required by SECTION 9.1; (ii) necessary in order for the Leased Property to be in compliance with Applicable Laws; or (iii) necessary or advisable to restore the Leased Property to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to ARTICLE XIV. So long as no Lease Event of Default or Lease Default has occurred and is continuing, Lessee, at Xxxxxx's own cost and expense, may undertake Modifications to the Leased Property so long as such Modifications comply with Applicable Laws and with SECTION 9.1 and subsection (b) of this Agreement, LICENSOR makes any improvements or modifications which are invented or developed by or on behalf of LICENSOR after the Effective Date of this Agreement and on or before December 31, 2004, and which relate in any way to or are useful in the design, operation, manufacture and assembly of SPD Emulsions and/or Light Valve Film, such improvements and modifications shall from time to time be disclosed to LICENSEE and be automatically included, on a non-exclusive basis, in the rights and licenses granted pursuant to Section 2.1 hereof, and any patents and/or patent applications relating thereto shall automatically be added to Schedule A hereofSECTION 10.1. (b) Any future improvements The making of any Modifications must be in compliance with the following requirements: (i) Lessee shall not make any Modifications in violation of the terms of any restriction, easement, condition, covenant or modifications invented or developed by or on behalf of LICENSEE, LICENSEE's sublicensees and LICENSOR (other than improvements jointly developed by LICENSOR and LICENSEE or as specifically described in Sections 7.2(a)) after the Effective Date of this Agreement, if any, which relate in any way similar matter affecting title to or are useful in binding on the design, operation, manufacture and assembly of SPD Emulsions, Light Valve Film and/or to the suspensions or other components used or usable in SPD Emulsions and/or Light Valve Film shall not be included in this Agreement. Upon written request by the non-inventing party, LICENSOR and LICENSEE shall negotiate with each other regarding the grant of nonexclusive rights and licenses to use such improvements and modifications, but neither party shall be obligated to grant such rights and licenses to one anotherLeased Property. (cii) During No Modifications shall be undertaken until Lessee shall have procured and paid for, so far as the term same may be required from time to time, all required permits and authorizations relating to such Modifications of this Agreement each of all municipal and other Governmental Authorities having jurisdiction over the parties hereto agrees to inform the other in writing (without any obligation to reveal details which would be confidential information)Leased Property. Lessor, at least as frequently as once a year Xxxxxx's expense, shall join in January of each calendar year, if any significant improvements or modifications (other than as specifically described in Section 7.2(a)) have been made relating to the subject matter of this Agreement, and as to the general nature of application for any such improvements permit or authorization and modificationsexecute and deliver any document in connection therewith, whenever such joinder is necessary or advisable. (diii) Notwithstanding the foregoing, LICENSOR may, but shall not be required to, voluntarily and without additional cost to LICENSEE disclose certain information relating to future improvements and modifications and license to LICENSEE rights in such certain future improvements and modifications, and any information so disclosed will be considered Technical Information which LICENSEE The Modifications shall be obligated completed in a good and workmanlike manner and in compliance with all Applicable Laws then in effect and the standards imposed by any insurance policies required to keep confidential pursuant be maintained hereunder. (iv) All Modifications shall, when completed, be of such a character as to Section 12.1 not materially adversely affect the Fair Market Value, utility or residual value of this Agreement. In connection therewiththe Leased Property from their Fair Market Value, LICENSORutility or residual value immediately prior to the making thereof or, may voluntarily add patents and/or patent applications in the case of Modifications being made by virtue of a Casualty or Condemnation, immediately prior to Schedule A hereof. No disclosure the occurrence of any information by LICENSOR such Casualty or Condemnation. (v) Lessee shall in any way establish a course have made adequate arrangements for payment of dealing the cost of all Modifications when due so that the Leased Property shall at all times be free of Liens for labor and materials supplied or otherwise require LICENSOR claimed to make any future disclosure of information under this Agreementhave been supplied to the Leased Property, other than Permitted Liens. (vi) All Modifications must be located solely on the Land.

Improvements and Modifications. (a) If during the term of this Agreement, LICENSOR makes any Any improvements or modifications which are invented or developed by or on behalf of LICENSOR after prior to the Effective Date of this Agreement and on or before December 31, 2004, and which relate in any way to or are useful in the design, operation, manufacture and assembly of SPD Emulsions and/or Light Valve Film, such improvements and modifications Film or Licensed Products shall from time to time be disclosed to LICENSEE and be automatically included, on a non-exclusive basis, included in the rights and licenses granted pursuant to Section 2.1 hereof, and any patents and/or patent applications relating thereto shall automatically be added to included on Schedule A hereof. (b) Any future improvements or modifications invented or developed by or on behalf of LICENSEE, LICENSEE's sublicensees and LICENSOR (other than improvements jointly developed by LICENSOR and LICENSEE or as specifically described in Sections 7.2(a)) after the Effective Date of this Agreement, if any, which relate in any way to or are useful in the design, operation, manufacture and assembly of Licensed Products, SPD Emulsions, Light Valve Film and/or to the suspensions or other components used or usable in Licensed Products, SPD Emulsions and/or Light Valve Film shall not be included in this Agreement. Upon written request by the non-non- inventing party, LICENSOR and LICENSEE shall negotiate with each other regarding the grant of nonexclusive rights and licenses to use such improvements and modifications, but neither party shall be obligated to grant such rights and licenses to one another. (c) During the term of this Agreement each of the parties hereto agrees to inform the other in writing (without any obligation to reveal details which would be confidential information), at least as frequently as once a year in January of each calendar year, if any significant improvements or modifications (other than as specifically described in Section 7.2(a)) have been made relating to the subject matter of this Agreement, and as to the general nature of any such improvements and modifications. (d) Notwithstanding the foregoing, LICENSOR may, but shall not be required to, voluntarily and without additional cost to LICENSEE disclose certain information relating to future improvements and modifications and license to LICENSEE rights in such certain future improvements and modifications, and any information so disclosed will be considered Technical Information which LICENSEE shall be obligated to keep confidential pursuant to Section 12.1 of this Agreement. In connection therewith, LICENSOR, may voluntarily add patents and/or patent applications to Schedule A hereof. No disclosure of any information by LICENSOR shall in any way establish a course of dealing or otherwise require LICENSOR to make any future disclosure of information under this Agreement.

Improvements and Modifications. (a) If during In addition to Lessee’s obligations as Construction Agent under the term of this Construction Agency Agreement, LICENSOR makes on and after the Base Term Commencement Date, (i) Lessee, at Lessee’s own cost and expense, shall make alterations, renovations, improvements and additions to the Leased Property or any improvements or modifications part thereof and substitutions and replacements therefor (collectively, “Modifications”) which are invented (A) necessary to repair or developed by or on behalf of LICENSOR after maintain the Effective Date of this Agreement and on or before December 31, 2004, and which relate in any way to or are useful Leased Property in the design, operation, manufacture and assembly of SPD Emulsions and/or Light Valve Film, such improvements and modifications shall from time condition required by Section 9.1; (B) necessary in order for the Leased Property to time be disclosed in compliance with Applicable Laws (including Environmental Laws) in all material respects; or (C) necessary or advisable to LICENSEE and be automatically included, on restore the Leased Property to its condition existing prior to a non-exclusive basis, in Casualty or Condemnation to the rights and licenses granted extent required pursuant to Article XIV (collectively, a “Required Modification”); and (ii) so long as no Default or Event of Default has ‑12‑ occurred and is continuing, Lessee, at Lessee’s own cost and expense, may undertake other Modifications to the Leased Property so long as such Modifications comply with Applicable Laws, Section 2.1 hereof9.1 and Section 10.1(b) (collectively, and any patents and/or patent applications relating thereto shall automatically be added to Schedule A hereofa “Permitted Modifications”). (b) Any future improvements The making of any Modifications must be in compliance with the following requirements: (i) No such Modifications or modifications invented series of Modifications (A) with a cost exceeding Ten Million Dollars ($10,000,000) for each Modification or, when added to the cost of all other Modifications, Twenty Five Million Dollars ($25,000,000) in the aggregate, or developed by (B) materially affecting any structural element of the Facility, shall be made or on behalf undertaken without the prior written consent of LICENSEE, LICENSEE's sublicensees and LICENSOR (other than improvements jointly developed by LICENSOR and LICENSEE or as specifically described in Sections 7.2(a)) after the Effective Date of this Agreement, if anyLessor, which relate in any way to or are useful in the design, operation, manufacture and assembly of SPD Emulsions, Light Valve Film and/or to the suspensions or other components used or usable in SPD Emulsions and/or Light Valve Film consent shall not be included in this Agreement. Upon written request by the non-inventing partyunreasonably withheld, LICENSOR and LICENSEE shall negotiate with each other regarding the grant of nonexclusive rights and licenses to use such improvements and modifications, but neither party shall be obligated to grant such rights and licenses to one anotherdelayed or conditioned. (c) During the term of this Agreement each of the parties hereto agrees to inform the other in writing (without any obligation to reveal details which would be confidential information), at least as frequently as once a year in January of each calendar year, if any significant improvements or modifications (other than as specifically described in Section 7.2(a)) have been made relating to the subject matter of this Agreement, and as to the general nature of any such improvements and modifications. (d) Notwithstanding the foregoing, LICENSOR may, but shall not be required to, voluntarily and without additional cost to LICENSEE disclose certain information relating to future improvements and modifications and license to LICENSEE rights in such certain future improvements and modifications, and any information so disclosed will be considered Technical Information which LICENSEE shall be obligated to keep confidential pursuant to Section 12.1 of this Agreement. In connection therewith, LICENSOR, may voluntarily add patents and/or patent applications to Schedule A hereof. No disclosure of any information by LICENSOR shall in any way establish a course of dealing or otherwise require LICENSOR to make any future disclosure of information under this Agreement.

Improvements and Modifications. (a) If during On and after the term of this AgreementBase Term Commencement Date, LICENSOR makes (i) Lessee, at Lessee’s own cost and expense (except for any Final Completion Work, which shall be paid for from Advances made prior to or on the Base Term Commencement Date), shall make alterations, renovations, improvements and additions to the Leased Property or modifications any part thereof and substitutions and replacements therefor (collectively, “Modifications”) which are invented (A) necessary to repair or developed by or on behalf of LICENSOR after maintain the Effective Date of this Agreement and on or before December 31, 2004, and which relate in any way to or are useful Leased Property in the design, operation, manufacture and assembly of SPD Emulsions and/or Light Valve Film, such improvements and modifications shall from time condition required by Section 9.1; (B) necessary in order for the Leased Property to time be disclosed in compliance with Applicable Laws (including Environmental Laws) in all material respects; (C) necessary for the Leased Property to LICENSEE and be automatically included, on used for a non-exclusive basis, in manufacturing facility; or (D) necessary or advisable to restore the rights and licenses granted Leased Property to its condition existing prior to a Casualty or Condemnation to the extent required pursuant to Article XIV (collectively, a “Required Modification”); and (ii) so long as no Event of Default has occurred and is continuing, Lessee, at Xxxxxx’s own cost and expense, may undertake other Modifications to the Leased Property so long as such Modifications comply with Applicable Laws, Section 2.1 hereof9.1 and Section 10.1(b) (collectively, and any patents and/or patent applications relating thereto shall automatically be added to Schedule A hereofa “Permitted Modifications”). (b) Any future improvements The making of any Modifications must be in compliance with the following requirements: (i) No such Modifications or modifications invented or developed by or on behalf series of LICENSEEModifications (A) with a cost exceeding Ten Million Dollars ($10,000,000) for each Modification or, LICENSEE's sublicensees and LICENSOR when added to the cost of all other Modifications, Twenty-Five Million Dollars (other than improvements jointly developed by LICENSOR and LICENSEE or as specifically described in Sections 7.2(a)$25,000,000) after the Effective Date of this Agreement, if any, which relate in any way to or are useful in the designaggregate or (B) affecting any structural element of the Facility, operation, manufacture and assembly of SPD Emulsions, Light Valve Film and/or to the suspensions or other components used or usable in SPD Emulsions and/or Light Valve Film shall not be included in this Agreement. Upon written request by the non-inventing party, LICENSOR and LICENSEE shall negotiate with each other regarding the grant of nonexclusive rights and licenses to use such improvements and modifications, but neither party shall be obligated to grant such rights and licenses to one anothermade or undertaken without the prior written consent of Lessor. (cii) During the term of this Agreement each No Modifications shall be undertaken (x) in violation in any material respect of the parties hereto agrees to inform the other in writing terms of any restriction (without including any obligation to reveal details which would be confidential informationenvironmental deed restriction), easement, condition, covenant, no further action letter or other similar matter affecting title to or binding on the Leased Property or (y) until Lessee shall have procured and paid for, so far as the same may be required from time to time, all material permits and authorizations for such Modifications from all third Persons or Governmental Authorities having jurisdiction. Lessor, at least as frequently as once a year Xxxxxx’s expense, shall join in January of each calendar year, if any significant improvements or modifications (other than as specifically described in Section 7.2(a)) have been made relating to the subject matter of this Agreement, and as to the general nature of application for any such improvements permit or authorization and modificationsexecute and deliver any document in connection therewith, whenever such joinder is necessary or advisable upon request of Xxxxxx. (diii) Notwithstanding All Modifications shall be prosecuted in a diligent manner, be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws (including Environmental Laws) then in effect and the foregoing, LICENSOR may, but shall not standards imposed by any insurance policies required to be required to, voluntarily and without additional cost maintained hereunder or the manufacturer in order to LICENSEE disclose certain information relating to future improvements and modifications and license to LICENSEE rights in such certain future improvements and modificationsmaintain all warranties, and all Modifications must be located solely on the Site. (iv) All Modifications shall, when completed, be of such a character as to not give rise to any information material Environmental Claim or materially adversely affect the Fair Market Value, utility, remaining economic useful life or residual value of the Leased Property from the Fair Market Value, utility, remaining economic useful life or residual value thereof immediately prior to the making thereof or, in the case of Modifications being made by virtue of a Casualty or Condemnation, immediately prior to the occurrence of such Casualty or Condemnation (assuming the Leased Property was then in the condition required by this Lease). If such Modifications have a cost exceeding Ten Million Dollars ($10,000,000), individually or Twenty-Five Million Dollars ($25,000,000), in the aggregate, and if requested by the Required Participants, Lessor may obtain a report from the Construction Consultant or, at the option of the Required Participants, Lessor may engage an appraiser of nationally recognized standing, at Lessee’s sole cost and expense, to determine (by appraisal or other methods satisfactory to the Required Participants) the projected Fair Market Value of such item of the Leased Property as of the completion of the Modifications relating thereto. (v) Lessee shall have made adequate arrangements for payment of the cost of all Modifications when due so disclosed will that the Leased Property shall at all times be considered Technical Information which LICENSEE shall be obligated free of Liens for labor and materials supplied or claimed to keep confidential pursuant have been supplied to Section 12.1 of this Agreement. In connection therewiththe Leased Property, LICENSOR, may voluntarily add patents and/or patent applications to Schedule A hereof. No disclosure of any information by LICENSOR shall in any way establish a course of dealing or otherwise require LICENSOR to make any future disclosure of information under this Agreementother than Permitted Liens.

Improvements and Modifications. (a) If during In addition to Lessee’s obligations as Construction Agent under the term of this Construction Agency Agreement, LICENSOR makes on and after the Base Term Commencement Date, (i) Lessee, at Lessee’s own cost and expense, shall make alterations, renovations, improvements and additions to the Leased Property or any improvements or modifications part thereof and substitutions and replacements therefor (collectively, “Modifications”) which are invented (A) necessary to repair or developed by or on behalf of LICENSOR after maintain the Effective Date of this Agreement and on or before December 31, 2004, and which relate in any way to or are useful Leased Property in the design, operation, manufacture and assembly of SPD Emulsions and/or Light Valve Film, such improvements and modifications shall from time condition required by Section 9.1; (B) necessary in order for the Leased Property to time be disclosed in compliance with Applicable Laws (including Environmental Laws) in all material respects; or (C) necessary or advisable to LICENSEE and be automatically included, on restore the Leased Property to its condition existing prior to a non-exclusive basis, in Casualty or Condemnation to the rights and licenses granted extent required pursuant to Article XIV (collectively, a “Required Modification”); and (ii) so long as no Default or Event of Default has Page 29 of 87xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/702165/000070216519000020/nslease-030519.htm occurred and is continuing, Lessee, at Xxxxxx’s own cost and expense, may undertake other Modifications to the Leased Property so long as such Modifications comply with Applicable Laws, Section 2.1 hereof9.1 and Section 10.1(b) (collectively, and any patents and/or patent applications relating thereto shall automatically be added to Schedule A hereofa “Permitted Modifications”). (b) Any future improvements The making of any Modifications must be in compliance with the following requirements: (i) No such Modifications or modifications invented series of Modifications (A) with a cost exceeding Ten Million Dollars ($10,000,000) for each Modification or, when added to the cost of all other Modifications, Twenty Five Million Dollars ($25,000,000) in the aggregate, or developed by (B) materially affecting any structural element of the Facility, shall be made or on behalf undertaken without the prior written consent of LICENSEE, LICENSEE's sublicensees and LICENSOR (other than improvements jointly developed by LICENSOR and LICENSEE or as specifically described in Sections 7.2(a)) after the Effective Date of this Agreement, if anyLessor, which relate in any way to or are useful in the design, operation, manufacture and assembly of SPD Emulsions, Light Valve Film and/or to the suspensions or other components used or usable in SPD Emulsions and/or Light Valve Film consent shall not be included in this Agreement. Upon written request by the non-inventing partyunreasonably withheld, LICENSOR and LICENSEE shall negotiate with each other regarding the grant of nonexclusive rights and licenses to use such improvements and modifications, but neither party shall be obligated to grant such rights and licenses to one anotherdelayed or conditioned. (cii) During the term of this Agreement each No Modifications shall be undertaken (x) in violation in any material respect of the parties hereto agrees to inform the other in writing terms of any restriction (without including any obligation to reveal details which would be confidential informationenvironmental deed restriction), easement, condition, covenant, no further action letter or other similar matter affecting title to or binding on the Leased Property or (y) until Lessee shall have procured and paid for, so far as the same may be required from time to time, all material permits and authorizations to such Modifications of all third Persons or Governmental Authorities having jurisdiction. Lessor, at least as frequently as once a year Xxxxxx’s expense, shall join in January of each calendar year, if any significant improvements or modifications (other than as specifically described in Section 7.2(a)) have been made relating to the subject matter of this Agreement, and as to the general nature of application for any such improvements permit or authorization and modificationsexecute and deliver any document in connection therewith, whenever such joinder is necessary or advisable. (diii) Notwithstanding All Modifications shall be prosecuted in a diligent manner, be completed in a good and workmanlike manner and in compliance in all material respects with all Applicable Laws (including Environmental Laws) then in effect and the foregoing, LICENSOR may, but shall not standards imposed by any insurance policies required to be required to, voluntarily and without additional cost maintained hereunder or the manufacturer in order to LICENSEE disclose certain information relating to future improvements and modifications and license to LICENSEE rights in such certain future improvements and modificationsmaintain all warranties, and all Modifications must be located solely on the Site. (iv) All Modifications shall, when completed, be of such a character as to not give rise to any information material Environmental Claim or materially adversely affect the Fair Market Value, utility, remaining economic useful life or residual value of the Leased Property from the Fair Market Value, utility, remaining economic useful life or residual value thereof immediately prior to the making thereof or, in the case of Modifications being made by virtue of a Casualty or Condemnation, immediately prior to the occurrence of such Casualty or Condemnation (assuming the Leased Property was then in the condition required by this Lease). If such Modifications have a cost exceeding Ten Million Dollars ($10,000,000), individually or Twenty Five Million Dollars ($25,000,000), in the aggregate, and if requested by the Required Participants, Lessor may obtain a report from the Construction Consultant or, at the option of the Required Participants, Lessor may engage an appraiser of nationally recognized standing, at Xxxxxx’s sole cost and expense, to determine (by appraisal or other methods satisfactory to the Required Participants) the projected Fair Market Value of the Leased Property as of the completion of the Modifications relating thereto. Page 30 of 87xxxxx://xxx.xxx.xxx/Archives/xxxxx/data/702165/000070216519000020/nslease-030519.htm (v) Lessee shall have made adequate arrangements for payment of the cost of all Modifications when due so disclosed will that the Leased Property shall at all times be considered Technical Information which LICENSEE shall be obligated free of Liens for labor and materials supplied or claimed to keep confidential pursuant have been supplied to Section 12.1 of this Agreement. In connection therewiththe Leased Property, LICENSOR, may voluntarily add patents and/or patent applications to Schedule A hereof. No disclosure of any information by LICENSOR shall in any way establish a course of dealing or otherwise require LICENSOR to make any future disclosure of information under this Agreementother than Permitted Liens.