Common use of Improvements to Technology Clause in Contracts

Improvements to Technology. (a) As between EarthShell and Sublicensee, EarthShell will own all Improvements, whether made by or for EarthShell or by or for Sublicensee (in each case, whether individually or jointly with others), in connection with this Agreement and that relate to materials composition and commercial products (the "EarthShell Improvements"). Subject to EarthShell's right to do so, all EarthShell Improvements shall be included in the Technology licensed hereunder to Sublicensee without additional royalty or other obligation being imposed on Sublicensee. (b) As between EarthShell and Sublicensee, Sublicensee will own all Improvements whether made by or for EarthShell or by or for Sublicensee (in each case, whether individually or jointly with others), in connection with this Agreement and that relate to manufacturing processes (the "Sublicensee Improvements"). All Sublicensee Improvements will be licensed to EarthShell on a non-exclusive, worldwide and royalty-free basis, with the right to grant sublicenses. EarthShell acknowledges that Sublicensee shall have the right to license Sublicensee Improvements to third parties on such terms and conditions as it shall determine which shall not conflict with this Agreement. (c) Any material Improvements developed by or for any third party (including an EarthShell sublicensee other than Sublicensee) and licensed to EarthShell shall, if requested by Sublicensee and subject to EarthShell's right to do so, be sublicensed to Sublicensee hereunder, subject to the applicable terms and conditions of such sublicense. (d) Each Party that develops or acquires a material Improvement during the term hereof will disclose such Improvement in writing to the other Party promptly after the development or acquisition of such Improvement by such Party. (e) Any Improvement made by or for EarthShell or by or for Sublicensee (in each case, whether individually or jointly with others) that does not constitute a Sublicensee Improvement shall be deemed to be an EarthShell Improvement. (f) The Parties contemplate a cooperative development of an RFID package system that would allow the complete tracking and data history of a product through the supply chain using the package as the information carrier. Such development will be jointly owned as an improvement to the basic EarthShell technology and any profits or royalties beyond the basic package will be shared equally.

Improvements to Technology. (a) As between EarthShell and Sublicensee, EarthShell will own all Improvements, whether made Improvements developed by or for EarthShell or by or for Sublicensee (except as may be provided in each case, whether individually or jointly any agreement with others), in connection with this Agreement and that relate to materials composition and commercial products any sublicensee other than GP) (the "EarthShell Improvements"). Subject to EarthShell's right to do so, all EarthShell Improvements shall be included in the Technology licensed hereunder to Sublicensee GP without additional royalty or other obligation being imposed on SublicenseeGP. (b) As between EarthShell and Sublicensee, Sublicensee will own all Improvements whether made developed by or for EarthShell or by or for Sublicensee (in each case, whether individually or jointly with others), in connection with this Agreement and that relate to manufacturing processes GP (the "Sublicensee Company Improvements"). All Sublicensee Company Improvements will shall be included in the Technology licensed hereunder to EarthShell GP without additional royalty or other obligation being imposed on a non-exclusive, worldwide and royalty-free basis, with the right to grant sublicensesGP. EarthShell GP acknowledges that Sublicensee EarthShell shall have the right to license Sublicensee GP Improvements to third parties on such terms and conditions as it shall determine which shall not conflict with this Agreement. (c) Improvements developed jointly by EarthShell and GP ("Joint Improvements") shall be owned by EarthShell. All Joint Improvements shall be included in the Technology licensed hereunder to GP without additional royalty or other obligation being imposed on GP. GP acknowledges that EarthShell shall have the right to license Joint Improvements to third parties on such terms and conditions as it shall determine which shall not conflict within this Agreement. (d) Any material Improvements developed by or for any third party (including an EarthShell sublicensee other than SublicenseeGP) and licensed to EarthShell shall, if requested by Sublicensee GP and subject to EarthShell's right to do so, be sublicensed to Sublicensee GP hereunder, subject to the applicable terms and conditions of such sublicense. (de) Each Party that develops or acquires a material Improvement during the term hereof will disclose such Improvement in writing to the other Party promptly after the development or acquisition of such Improvement by such Party. (e) Any Improvement made by or for EarthShell or by or for Sublicensee (in each case, whether individually or jointly with others) that does not constitute a Sublicensee Improvement shall be deemed to be an EarthShell Improvement. (f) The Parties contemplate a cooperative development of an RFID package system that would allow the complete tracking and data history of a product through the supply chain using the package as the information carrier. Such development will be jointly owned as an improvement to the basic EarthShell technology and any profits or royalties beyond the basic package will be shared equally.

Improvements to Technology. (a) As between EarthShell and SublicenseeHPC, EarthShell will own all ImprovementsImprovements made in connection with this Agreement, whether made by or for EarthShell or by or for Sublicensee HPC (in each case, whether individually or jointly with others), in connection with this Agreement and that relate to materials composition and commercial products (the "EarthShell ImprovementsEARTHSHELL IMPROVEMENTS"). Subject to EarthShell's right to do so, all EarthShell Improvements shall be included in the Technology licensed hereunder to Sublicensee HPC without additional royalty or other obligation being imposed on SublicenseeHPC. (b) As between EarthShell and SublicenseeHPC, Sublicensee HPC will own all Improvements made in connection with this Agreement, whether made by or for EarthShell or by or for Sublicensee HPC (in each case, whether individually or jointly with others), in connection with this Agreement and that relate to manufacturing processes (the "Sublicensee ImprovementsHPC IMPROVEMENTS"). All Sublicensee HPC Improvements will be licensed to EarthShell on a non-exclusive, worldwide and royalty-free basis, with the right to grant sublicenses. EarthShell acknowledges that Sublicensee HPC shall have the right to license Sublicensee HPC Improvements to third parties on such terms and conditions as it shall determine which shall not conflict with this Agreement. (c) Any material Improvements developed by or for any third party (including an EarthShell sublicensee other than SublicenseeHPC) and licensed to EarthShell shall, if requested by Sublicensee HPC and subject to EarthShell's right to do so, be sublicensed to Sublicensee HPC hereunder, subject to the applicable terms and conditions of such sublicense. (d) Each Party that develops or acquires a material Improvement during the term hereof will disclose such Improvement in writing to the other Party promptly after the development or acquisition of such Improvement by such Party. (e) Any Improvement made by or for EarthShell or by or for Sublicensee HPC (in each case, whether individually or jointly with others) that does not constitute a Sublicensee an HPC Improvement shall be deemed to be an EarthShell Improvement. (f) The Parties contemplate a cooperative development of an RFID package system that would allow the complete tracking and data history of a product through the supply chain using the package as the information carrier. Such development will be jointly owned as an improvement to the basic EarthShell technology and any profits or royalties beyond the basic package will be shared equally.

Improvements to Technology. (a) As between EarthShell and Sublicensee, EarthShell will own all Improvements, whether made Improvements developed by or for EarthShell (but, if developed for EarthShell, only to the extent the third-party agreement permits EarthShell to sublicense the Improvement without restriction or cost) (the "EARTHSHELL Improvements"), and, subject to any third-party agreements, all Improvements developed by or for Sublicensee a licensee, sublicensee, or other contracting party of EarthShell (in each case, whether individually or jointly with others), in connection with this Agreement and that relate to materials composition and commercial products (the "EarthShell ImprovementsSUBLICENSEE IMPROVEMENTS"). Subject to EarthShell's right to do so, all All EarthShell Improvements shall be included in the Technology licensed hereunder to Sublicensee Sweetheart without additional royalty or other obligation being imposed on SublicenseeSweetheart. Sweetheart shall have no right by virtue of this Agreement to utilize the Sublicensee Improvements and the Sublicensee Improvements shall not be included in the Technology licensed hereunder to Sweetheart. (b) As between EarthShell and Sublicensee, Sublicensee Sweetheart will own all Sweetheart Improvements whether made by or for and shall not be obligated to allow EarthShell or by any of its licensees or for Sublicensee (sublicensees to utilize such Sweetheart Improvements. Sweetheart may utilize all Sweetheart Improvements in each caseany commercial activity, whether individually or jointly with others), in connection with except that during the term of this Agreement and following the termination of this Agreement, Sweetheart may not utilize the Sweetheart Improvements to manufacture biodegradable foam food service disposable packaging that relate to manufacturing processes competes with the Products sold or distributed by EarthShell or its licensees or sublicensees. (the c) Improvements developed jointly by EarthShell and Sweetheart ("Sublicensee ImprovementsJOINT IMPROVEMENTS")) shall be owned by EarthShell. All Sublicensee Joint Improvements will shall be included in the Technology licensed hereunder to EarthShell Sweetheart without additional royalty or other obligation being imposed on a non-exclusive, worldwide and royalty-free basis, with the right to grant sublicensesSweetheart. EarthShell Sweetheart acknowledges that Sublicensee EarthShell shall have the right to license Sublicensee Joint Improvements to third parties on such terms and conditions as it shall determine which shall not conflict with within this Agreement. (c) Any material Improvements developed by or for any third party (including an EarthShell sublicensee other than Sublicensee) and licensed to EarthShell shall, if requested by Sublicensee and subject to EarthShell's right to do so, be sublicensed to Sublicensee hereunder, subject to the applicable terms and conditions of such sublicense. (d) Each Party that develops or acquires a material Improvement during the term hereof will disclose such Improvement in writing to the other Party promptly after the development or acquisition of such Improvement by such Party. , and, to the extent such Improvement is not licensed to Sweetheart or EarthShell (eor their respective licensees or sublicensees) Any pursuant to the terms of this Section 6, then, at the request of the other Party, the developing or acquiring Party shall enter into good faith negotiations to allow the other Party (or its licensees or sublicensees) to utilize such Improvement made under such terms and conditions, including royalty obligations, as are commercially reasonable under the circumstances and such other additional restrictions and financial obligations as may be imposed by any third party developing the Improvement in question, it being understood that, in the event the Parties cannot come to terms with respect to the utilization of such Improvement despite their good faith efforts to negotiate commercially reasonable terms to do so, the acquiring or for EarthShell or by or for Sublicensee (in each case, whether individually or jointly with others) that does not constitute a Sublicensee Improvement developing Party shall be deemed have no further obligation to be an EarthShell allow the other Party to utilize the Improvement. (f) The Parties contemplate a cooperative development of an RFID package system that would allow the complete tracking and data history of a product through the supply chain using the package as the information carrier. Such development will be jointly owned as an improvement to the basic EarthShell technology and any profits or royalties beyond the basic package will be shared equally.