Common use of Improvements and New Products Clause in Contracts

Improvements and New Products. (a) The Company shall use commercially reasonable efforts to make Improvements to the Developed Products. All such Improvements shall be promptly disclosed to VeriChip. Any such Improvements shall be deemed to be associated with a Developed Product for purposes hereof and the provisions of this Agreement with respect to the Developed Products shall mean the Developed Products together with any Improvements. *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. The pricing for any such Improvement shall be negotiated in good faith by the parties hereto using the following criteria only: (i) the increase or decrease in cost of production to Company, (ii) Company’s direct and demonstrable research and development costs of developing the Improvements, (iii) a profit margin consistent with the Developed Products, and (iv) reimbursement for any payments required to be made by the Company to third party licensors if the Company is required to license technology to develop the Improvement. (b) In the event Company makes any Improvements to the Developed Products which are not requested by VeriChip, Company shall continue to manufacture and supply to VeriChip the previous (unimproved) iteration of the Developed Products. (c) VeriChip may from time-to-time request that Company make Improvements to the Developed Products including, without limitation, changes to packaging, labeling, transponder color, and the like. The Company shall use commercially reasonable efforts to incorporate the Improvements requested by VeriChip into the Developed Products; provided, however, that (a) VeriChip shall reimburse the Company promptly for all reasonable out-of-pocket expenses (including FDA costs) incurred by the Company in making Improvements as requested by VeriChip, and (b) the Company shall not make any Improvements that are inconsistent with then applicable FDA authorizations without obtaining any required FDA approvals. In the event that Company is unable or unwilling to make an Improvement to meet VeriChip’s request, Company shall permit VeriChip to obtain additional suppliers and shall permit such additional suppliers to use the Intellectual Property for the sole purpose of meeting VeriChip’s requirement for Improvements, subject to the provisions of Section 11(d) of this Agreement. In such event, (i) VeriChip shall have the right to seek any required Governmental Approvals for such Improvement, and (ii) any Improvement so developed shall be the property of VeriChip, provided that VeriChip will make any such Improvement available to Company for license in non-human applications on reasonable and non-discriminatory terms. (d) If VeriChip desires to use the Company’s transponder other than for implantation into human tissue, VeriChip shall provide not less than 120 days written notice to the Company, and the Company shall have the ability to make changes to the Developed Products necessary for VeriChip’s intended use, which changes will not affect the Developed Products’ functionality. (e) If VeriChip desires to use the Developed Products for applications in humans other than the Approved Medical Uses or Approved Non-Medical Uses (the “New Uses”), VeriChip shall so notify the Company, and the Company shall use all commercially reasonable efforts to obtain any required Governmental Approvals for such uses, if any. VeriChip shall not use the Developed Products for New Uses unless all required Governmental Approvals have been obtained or the Company has notified VeriChip that no Governmental Approvals are required. VeriChip shall cooperate with the Company in performing all acts related to obtaining required Governmental Approvals, including but not limited to providing marketing and other information related to the New Uses to the Company and joining the Company in the development and implementation of any required clinical studies. VeriChip shall promptly reimburse the Company for all out-of-pocket expenses incurred by the Company in connection with obtaining any Governmental Approvals required for VeriChip’s New Uses. In the event that the Company refuses to seek any required Governmental Approvals, VeriChip shall notify the Company in writing of its desire to seek such Governmental Approvals directly or through its agents, appointees or other third parties, and unless the Company commences the steps necessary to obtain such required Governmental Approvals within thirty (30) days from the date of such notice, VeriChip shall have the right to seek and obtain such required Governmental Approvals in its own name and through use of its own resources, including the use of sub-licensees, OEM manufacturers and other third parties, as may be applicable, provided that VeriChip also agrees to share with the Company any information submitted in connection with obtaining such Governmental Approvals. (f) Except as provided herein, the license granted by this Agreement to VeriChip shall not apply to New Products. The Company shall promptly disclose any New Products to VeriChip, and if VeriChip desires to market and sell said New Products, the Parties shall negotiate in good faith the terms on which VeriChip shall have the opportunity to market and sell such New Products. For purposes of such negotiation, the Parties acknowledge and agree that the pricing applicable to all New Products should be determined in good faith on the same terms set forth in Section 3(a) with respect to Improvements. In the event the Parties are unable to agree on the terms under which VeriChip shall have the right to market and sell such New Products within 90 days after the Company first notifies VeriChip of the existence of any such New Product, the Company shall have the right to market or sell such New Product, either directly or indirectly, provided that in the event that Company elects to market such New Product through any third party, and such third party offers pricing which is lower than the price last offered by VeriChip, Company shall again offer VeriChip the exclusive right to market the New Product on the terms proposed by the third party. Otherwise, the Company shall have no further obligation to VeriChip. Notwithstanding the foregoing, for so long as VeriChip retains its exclusive right to market the Developed Products in the Exclusive Market, the Company will not authorize the use of New Products for applications which would violate the Exclusive Market. (g) VeriChip shall have the right to design and build (or cause to be designed and built) its own readers which readers may, but shall not be required to, read Company’s transponders or tags in humans. Company hereby grants VeriChip a fully-paid, royalty-free, perpetual, non-exclusive license to utilize Company’s U.S. Patent Number 5,952,935 for the purpose of designing and constructing, using, selling and offering to sell readers for human applications only.

Improvements and New Products. (a) The Company shall use commercially reasonable efforts to make Improvements to the Developed Products. All such Improvements shall be promptly disclosed to VeriChip. Any such Improvements shall be deemed to be associated with a Developed Product for purposes hereof and the provisions of this Agreement with respect to the Developed Products shall mean the Developed Products together with any Improvements. *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. The pricing for any such Improvement shall be negotiated in good faith by the parties * Confidential treatment requested. hereto using the following criteria only: (i) the increase or decrease in cost of production to Company, (ii) Company’s direct and demonstrable research and development costs of developing the Improvements, (iii) a profit margin consistent with the Developed Products, and (iv) reimbursement for any payments required to be made by the Company to third party licensors if the Company is required to license technology to develop the Improvement. (b) In the event Company makes any Improvements to the Developed Products which are not requested by VeriChip, Company shall continue to manufacture and supply to VeriChip the previous (unimproved) iteration of the Developed Products. (c) VeriChip may from time-to-time request that Company make Improvements to the Developed Products including, without limitation, changes to packaging, labeling, transponder color, and the like. The Company shall use commercially reasonable efforts to incorporate the Improvements requested by VeriChip into the Developed Products; provided, however, that (a) VeriChip shall reimburse the Company promptly for all reasonable out-of-pocket expenses (including FDA costs) incurred by the Company in making Improvements as requested by VeriChip, and (b) the Company shall not make any Improvements that are inconsistent with then applicable FDA authorizations without obtaining any required FDA approvals. In the event that Company is unable or unwilling to make an Improvement to meet VeriChip’s request, Company shall permit VeriChip to obtain additional suppliers and shall permit such additional suppliers to use the Intellectual Property for the sole purpose of meeting VeriChip’s requirement for Improvements, subject to the provisions of Section 11(d) of this Agreement. In such event, (i) VeriChip i)VeriChip shall have the right to seek any required Governmental Approvals for such Improvement, and (ii) any Improvement so developed shall be the property of VeriChip, provided that VeriChip will make any such Improvement available to Company for license in non-human applications on reasonable and non-discriminatory terms. (d) If VeriChip desires to use the Company’s transponder other than for implantation into human tissue, VeriChip shall provide not less than 120 days written notice to the Company, and the Company shall have the ability to make changes to the Developed Products necessary for VeriChip’s intended use, which changes will not affect the Developed Products’ functionality. (e) If VeriChip desires to use the Developed Products for applications in humans other than the Approved Medical Uses or Approved Non-Medical Uses (the “New Uses”), VeriChip shall so notify the Company, and the Company shall use all commercially reasonable efforts to obtain any required Governmental Approvals for such uses, if any. VeriChip shall not use the Developed Products for New Uses unless all required Governmental Approvals have been obtained or the Company has notified VeriChip that no Governmental Approvals are required. VeriChip shall cooperate with the Company in performing all acts related to obtaining required Governmental Approvals, including but not limited to providing marketing and other information related to the New Uses to the Company and joining the Company in the development and implementation of any required clinical studies. VeriChip shall promptly reimburse the Company for all out-of-pocket expenses incurred by the Company in connection with obtaining any Governmental Approvals required for VeriChip’s New Uses. In the event that the Company refuses to seek any required Governmental Approvals, VeriChip shall notify the Company in writing of its desire to seek such Governmental Approvals directly or through its agents, appointees or other third parties, and unless the Company commences the steps necessary to obtain such required Governmental Approvals within thirty (30) days from the date of such notice, VeriChip shall have the right to seek and obtain such required Governmental Approvals in its own name and through use of its own resources, including the use of sub-licensees, OEM manufacturers and other third parties, as may be applicable, provided that VeriChip also agrees to share with the Company any information submitted in connection with obtaining such Governmental Approvals. (f) Except as provided herein, the license granted by this Agreement to VeriChip shall not apply to New Products. The Company shall promptly disclose any New Products to VeriChip, and if VeriChip desires to market and sell said New Products, the Parties shall negotiate in good faith the terms on which VeriChip shall have the opportunity to market and sell such New Products. For purposes of such negotiation, the Parties acknowledge and agree that the pricing applicable to all New Products should be determined in good faith on the same terms set forth in Section 3(a) with respect to Improvements. In the event the Parties are unable to agree on the terms under which VeriChip shall have the right to market and sell such New Products within 90 days after the Company first notifies VeriChip of the existence of any such New Product, the Company shall have the right to market or sell such New Product, either directly or indirectly, provided that in the event that Company elects to market such New Product through any third party, and such third party offers pricing which is lower than the price last offered by VeriChip, Company shall again offer VeriChip the exclusive right to market the New Product on the terms proposed by the third party. Otherwise, the Company shall have no further obligation to VeriChip. Notwithstanding the foregoing, for so long as VeriChip retains its exclusive right to market the Developed Products in the Exclusive Market, the Company will not authorize the use of New Products for applications which would violate the Exclusive Market. (g) VeriChip shall have the right to design and build (or cause to be designed and built) its own readers which readers may, but shall not be required to, read Company’s transponders or tags in humans. Company hereby grants VeriChip a fully-paid, royalty-royalty- free, perpetual, non-exclusive license to utilize Company’s U.S. Patent Number 5,952,935 for the purpose of designing and constructing, using, selling and offering to sell readers for human applications only.

Improvements and New Products. (a) The Company shall use commercially reasonable efforts to make Improvements If Rohto discovers or devises any improvement to the Developed Licensed Products, or in any process or method of manufacturing the Licensed Products, it shall disclose to OMP within thirty (30) days of filing for any protection by Rohto of its intellectual property related to such discovery, including but not limited to a patent application, the nature and means of making use of the improvement (or if Rohto declines to file for protection for such intellectual property, at least thirty (30) days prior to implementing use of such intellectual property in the Licensed Products). All such Improvements Rohto shall not incorporate into the Licensed Products any improvements except with the prior written consent of OMP. Upon written approval from Rohto, not to be unreasonably withheld, OMP will also be granted a license to use Rohto’s improvements with OMP’s products outside of the Territory. Such grant-back license shall be promptly disclosed non-exclusive and with no sub-license right; provided, however, that OMP shall have the right to VeriChipsublicense to its distributors and contract manufacturers. Any such Improvements Such license shall be deemed to be associated with a Developed Product royalty-free for purposes hereof and the provisions of this Agreement with respect any minor or incremental improvements to the Developed Licensed Products, such as upgrades to the quality of ingredient(s), introduction of a new ingredient that improves the product effectiveness or changes to a process or method of manufacturing the Licensed Products that result in manufacturing cost reductions of 20% or less. The parties shall mean negotiate separate terms in good faith for royalty on any other significant improvements to the Developed Licensed Products together with any Improvementsother than the minor or incremental improvements as described in this Section. THE SYMBOL [*** CERTAIN INFORMATION IN THIS *] IS USED TO INDICATE THAT A PORTION OF THE EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. The pricing for any such Improvement shall be negotiated in good faith by the parties hereto using the following criteria only: (i) the increase or decrease in cost of production to Company, (ii) Company’s direct and demonstrable research and development costs of developing the Improvements, (iii) a profit margin consistent with the Developed Products, and (iv) reimbursement for any payments required to be made by the Company to third party licensors if the Company is required to license technology to develop the ImprovementPORTION. (b) In the event Company makes any Improvements to the Developed Products which are not requested by VeriChip, Company shall continue to manufacture and supply to VeriChip the previous (unimproved) iteration of the Developed Products. (c) VeriChip may from time-to-time request that Company make Improvements to the Developed Products including, without limitation, changes to packaging, labeling, transponder color, and the like. The Company shall use commercially reasonable efforts to incorporate the Improvements requested by VeriChip into the Developed Products; provided, however, that (a) VeriChip shall reimburse the Company promptly for all reasonable out-of-pocket expenses (including FDA costs) incurred by the Company in making Improvements as requested by VeriChip, and (b) the Company shall not make any Improvements that are inconsistent with then applicable FDA authorizations without obtaining any required FDA approvals. In the event that Company is unable or unwilling to make an Improvement to meet VeriChip’s request, Company shall permit VeriChip to obtain additional suppliers and shall permit such additional suppliers to use the Intellectual Property for the sole purpose of meeting VeriChip’s requirement for Improvements, subject to the provisions of Section 11(d) of this Agreement. In such event, (i) VeriChip shall have the right to seek any required Governmental Approvals for such Improvement, and (ii) any Improvement so developed shall be the property of VeriChip, provided that VeriChip will make any such Improvement available to Company for license in non-human applications on reasonable and non-discriminatory terms. (d) If VeriChip desires to use the Company’s transponder other than for implantation into human tissue, VeriChip shall provide not less than 120 days written notice to the Company, and the Company shall have the ability to make changes to the Developed Products necessary for VeriChip’s intended use, which changes will not affect the Developed Products’ functionality. (e) If VeriChip desires to use the Developed Products for applications in humans other than the Approved Medical Uses or Approved Non-Medical Uses (the “New Uses”), VeriChip shall so notify the Company, and the Company shall use all commercially reasonable efforts to obtain any required Governmental Approvals for such uses, if any. VeriChip shall not use the Developed Products for New Uses unless all required Governmental Approvals have been obtained or the Company has notified VeriChip that no Governmental Approvals are required. VeriChip shall cooperate with the Company in performing all acts related to obtaining required Governmental Approvals, including but not limited to providing marketing and other information related to the New Uses to the Company and joining the Company in the development and implementation of any required clinical studies. VeriChip shall promptly reimburse the Company for all out-of-pocket expenses incurred by the Company in connection with obtaining any Governmental Approvals required for VeriChip’s New Uses. In the event that the Company refuses to seek any required Governmental Approvals, VeriChip shall notify the Company in writing of its desire to seek such Governmental Approvals directly or through its agents, appointees or other third parties, and unless the Company commences the steps necessary to obtain such required Governmental Approvals within thirty (30) days from the date of such notice, VeriChip shall have the right to seek and obtain such required Governmental Approvals in its own name and through use of its own resources, including the use of sub-licensees, OEM manufacturers and other third parties, as may be applicable, provided that VeriChip also agrees to share with the Company any information submitted in connection with obtaining such Governmental Approvals. (f) Except as provided herein, the license granted by this Agreement to VeriChip shall not apply to New Products. The Company shall promptly disclose any New Products to VeriChip, and if VeriChip desires to market and sell said New Products, the Parties shall negotiate in good faith the terms on which VeriChip shall have the opportunity to market and sell such New Products. For purposes of such negotiation, the Parties acknowledge and agree that the pricing applicable to all New Products should be determined in good faith on the same terms set forth in Section 3(a) with respect to Improvements. In the event the Parties are unable to agree on the terms under which VeriChip shall have the right to market and sell such New Products within 90 days after the Company first notifies VeriChip of the existence of any such New Product, the Company shall have the right to market or sell such New Product, either directly or indirectly, provided that in the event that Company elects to market such New Product through any third party, and such third party offers pricing which is lower than the price last offered by VeriChip, Company shall again offer VeriChip the exclusive right to market the New Product on the terms proposed by the third party. Otherwise, the Company shall have no further obligation to VeriChip. Notwithstanding the foregoing, for so long as VeriChip retains its exclusive right to market the Developed Products in the Exclusive Market, the Company will not authorize the use of New Products for applications which would violate the Exclusive Market. (g) VeriChip shall have the right to design and build (or cause to be designed and built) its own readers which readers may, but shall not be required to, read Company’s transponders or tags in humans. Company hereby grants VeriChip a fully-paid, royalty-free, perpetual, non-exclusive license to utilize Company’s U.S. Patent Number 5,952,935 for the purpose of designing and constructing, using, selling and offering to sell readers for human applications only.

Improvements and New Products. (a) The Company shall use commercially reasonable efforts to make Improvements to the Developed Products. All such Improvements shall be promptly disclosed to VeriChip. Any such Improvements shall be deemed to be associated with a Developed Product for purposes hereof and the provisions of this Agreement with respect to the Developed Products shall mean the Developed Products together with any Improvements. *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. The pricing for any such Improvement shall be negotiated in good faith by the parties * Confidential Treatment requested. hereto using the following criteria only: (i) the increase or decrease in cost of production to Company, (ii) Company’s direct and demonstrable research and development costs of developing the Improvements, (iii) a profit margin consistent with the Developed Products, and (iv) reimbursement for any payments required to be made by the Company to third party licensors if the Company is required to license technology to develop the Improvement. (b) In the event Company makes any Improvements to the Developed Products which are not requested by VeriChip, Company shall continue to manufacture and supply to VeriChip the previous (unimproved) iteration of the Developed Products. (c) VeriChip may from time-to-time request that Company make Improvements to the Developed Products including, without limitation, changes to packaging, labeling, transponder color, and the like. The Company shall use commercially reasonable efforts to incorporate the Improvements requested by VeriChip into the Developed Products; provided, however, that (a) VeriChip shall reimburse the Company promptly for all reasonable out-of-pocket expenses (including FDA costs) incurred by the Company in making Improvements as requested by VeriChip, and (b) the Company shall not make any Improvements that are inconsistent with then applicable FDA authorizations without obtaining any required FDA approvals. In the event that Company is unable or unwilling to make an Improvement to meet VeriChip’s request, Company shall permit VeriChip to obtain additional suppliers and shall permit such additional suppliers to use the Intellectual Property for the sole purpose of meeting VeriChip’s requirement for Improvements, subject to the provisions of Section 11(d) of this Agreement. In such event, (i) VeriChip i)VeriChip shall have the right to seek any required Governmental Approvals for such Improvement, and (ii) any Improvement so developed shall be the property of VeriChip, provided that VeriChip will make any such Improvement available to Company for license in non-human applications on reasonable and non-discriminatory terms. (d) If VeriChip desires to use the Company’s transponder other than for implantation into human tissue, VeriChip shall provide not less than 120 days written notice to the Company, and the Company shall have the ability to make changes to the Developed Products necessary for VeriChip’s intended use, which changes will not affect the Developed Products’ functionality. * Confidential Treatment requested. (e) If VeriChip desires to use the Developed Products for applications in humans other than the Approved Medical Uses or Approved Non-Medical Uses (the “New Uses”), VeriChip shall so notify the Company, and the Company shall use all commercially reasonable efforts to obtain any required Governmental Approvals for such uses, if any. VeriChip shall not use the Developed Products for New Uses unless all required Governmental Approvals have been obtained or the Company has notified VeriChip that no Governmental Approvals are required. VeriChip shall cooperate with the Company in performing all acts related to obtaining required Governmental Approvals, including but not limited to providing marketing and other information related to the New Uses to the Company and joining the Company in the development and implementation of any required clinical studies. VeriChip shall promptly reimburse the Company for all out-of-pocket expenses incurred by the Company in connection with obtaining any Governmental Approvals required for VeriChip’s New Uses. In the event that the Company refuses to seek any required Governmental Approvals, VeriChip shall notify the Company in writing of its desire to seek such Governmental Approvals directly or through its agents, appointees or other third parties, and unless the Company commences the steps necessary to obtain such required Governmental Approvals within thirty (30) days from the date of such notice, VeriChip shall have the right to seek and obtain such required Governmental Approvals in its own name and through use of its own resources, including the use of sub-licensees, OEM manufacturers and other third parties, as may be applicable, provided that VeriChip also agrees to share with the Company any information submitted in connection with obtaining such Governmental Approvals. (f) Except as provided herein, the license granted by this Agreement to VeriChip shall not apply to New Products. The Company shall promptly disclose any New Products to VeriChip, and if VeriChip desires to market and sell said New Products, the Parties shall negotiate in good faith the terms on which VeriChip shall have the opportunity to market and sell such New Products. For purposes of such negotiation, the Parties acknowledge and agree that the pricing applicable to all New Products should be determined in good faith on the same terms set forth in Section 3(a) with respect to Improvements. In the event the Parties are unable to agree on the terms under which VeriChip shall have the right to market and sell such New Products within 90 days after the Company first notifies VeriChip of the existence of any such New Product, the Company shall have the right to market or sell such New Product, either directly or indirectly, provided that in the event that Company elects to market such New Product through any third party, and such third party offers pricing which is lower than the price last offered by VeriChip, Company shall again offer VeriChip the exclusive right to market the New Product on the terms proposed by the third party. Otherwise, the Company shall have no further obligation to VeriChip. Notwithstanding the foregoing, for so long as VeriChip retains its exclusive right to market the Developed Products in the Exclusive Market, the Company will not authorize the use of New Products for applications which would violate the Exclusive Market. (g) VeriChip shall have the right to design and build (or cause to be designed and built) its own readers which readers may, but shall not be required to, read Company’s transponders or tags in humans. Company hereby grants VeriChip a fully-paid, royalty-free, perpetual, non-exclusive license to utilize Company’s U.S. Patent Number 5,952,935 for the purpose of designing and constructing, using, selling and offering to sell readers for human applications only.

Improvements and New Products. (a) The Company shall use commercially reasonable efforts to make Improvements to the Developed Products. All such Improvements shall be promptly disclosed to VeriChip. Any such Improvements shall be deemed to be associated with a Developed Product for purposes hereof and the provisions of this Agreement with respect to the Developed Products shall mean the Developed Products together with any Improvements. *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONSConfidential Treatment has been requested, the portion indicated has been redacted and the redacted portion has been separately filed with the Securities and Exchange Commission. The pricing for any such Improvement shall be negotiated in good faith by the parties hereto using the following criteria only: (i) the increase or decrease in cost of production to Company, (ii) Company’s direct and demonstrable research and development costs of developing the Improvements, (iii) a profit margin consistent with the Developed Products, and (iv) reimbursement for any payments required to be made by the Company to third party licensors if the Company is required to license technology to develop the Improvement. (b) In the event Company makes any Improvements to the Developed Products which are not requested by VeriChip, Company shall continue to manufacture and supply to VeriChip the previous (unimproved) iteration of the Developed Products. (c) VeriChip may from time-to-time request that Company make Improvements to the Developed Products including, without limitation, changes to packaging, labeling, transponder color, and the like. The Company shall use commercially reasonable efforts to incorporate the Improvements requested by VeriChip into the Developed Products; provided, however, that (a) VeriChip shall reimburse the Company promptly for all reasonable out-of-pocket expenses (including FDA costs) incurred by the Company in making Improvements as requested by VeriChip, and (b) the Company shall not make any Improvements that are inconsistent with then applicable FDA authorizations without obtaining any required FDA approvals. In the event that Company is unable or unwilling to make an Improvement to meet VeriChip’s request, Company shall permit VeriChip to obtain additional suppliers and shall permit such additional suppliers to use the Intellectual Property for the sole purpose of meeting VeriChip’s requirement for Improvements, subject to the provisions of Section 11(d) of this Agreement. In such event, (i) VeriChip i)VeriChip shall have the right to seek any required Governmental Approvals for such Improvement, and (ii) any Improvement so developed shall be the property of VeriChip, provided that VeriChip will make any such Improvement available to Company for license in non-human applications on reasonable and non-discriminatory terms. (d) If VeriChip desires to use the Company’s transponder other than for implantation into human tissue, VeriChip shall provide not less than 120 days written notice to the Company, and the Company shall have the ability to make changes to the Developed Products necessary for VeriChip’s intended use, which changes will not affect the Developed Products’ functionality. (e) If VeriChip desires to use the Developed Products for applications in humans other than the Approved Medical Uses or Approved Non-Medical Uses (the “New Uses”), VeriChip shall so notify the Company, and the Company shall use all commercially reasonable efforts to obtain any required Governmental Approvals for such uses, if any. VeriChip shall not use the Developed Products for New Uses unless all required Governmental Approvals have been obtained or the Company has notified VeriChip that no Governmental Approvals are required. VeriChip shall cooperate with the Company in performing all acts related to obtaining required Governmental Approvals, including but not limited to providing marketing and other information related to the New Uses to the Company and joining the Company in the development and implementation of any required clinical studies. VeriChip shall promptly reimburse the Company for all out-of-pocket expenses incurred by the Company in connection with obtaining any Governmental Approvals required for VeriChip’s New Uses. In the event that the Company refuses to seek any required Governmental Approvals, VeriChip shall notify the Company in writing of its desire to seek such Governmental Approvals directly or through its agents, appointees or other third parties, and unless the Company commences the steps necessary to obtain such required Governmental Approvals within thirty (30) days from the date of such notice, VeriChip shall have the right to seek and obtain such required Governmental Approvals in its own name and through use of its own resources, including the use of sub-licensees, OEM manufacturers and other third parties, as may be applicable, provided that VeriChip also agrees to share with the Company any information submitted in connection with obtaining such Governmental Approvals. (f) Except as provided herein, the license granted by this Agreement to VeriChip shall not apply to New Products. The Company shall promptly disclose any New Products to VeriChip, and if VeriChip desires to market and sell said New Products, the Parties shall negotiate in good faith the terms on which VeriChip shall have the opportunity to market and sell such New Products. For purposes of such negotiation, the Parties acknowledge and agree that the pricing applicable to all New Products should be determined in good faith on the same terms set forth in Section 3(a) with respect to Improvements. In the event the Parties are unable to agree on the terms under which VeriChip shall have the right to market and sell such New Products within 90 days after the Company first notifies VeriChip of the existence of any such New Product, the Company shall have the right to market or sell such New Product, either directly or indirectly, provided that in the event that Company elects to market such New Product through any third party, and such third party offers pricing which is lower than the price last offered by VeriChip, Company shall again offer VeriChip the exclusive right to market the New Product on the terms proposed by the third party. Otherwise, the Company shall have no further obligation to VeriChip. Notwithstanding the foregoing, for so long as VeriChip retains its exclusive right to market the Developed Products in the Exclusive Market, the Company will not authorize the use of New Products for applications which would violate the Exclusive Market. (g) VeriChip shall have the right to design and build (or cause to be designed and built) its own readers which readers may, but shall not be required to, read Company’s transponders or tags in humans. Company hereby grants VeriChip a fully-paid, royalty-free, perpetual, non-exclusive license to utilize Company’s U.S. Patent Number 5,952,935 for the purpose of designing and constructing, using, selling and offering to sell readers for human applications only.