Common use of LICENSEE GRANTS TO LICENSOR Clause in Contracts

LICENSEE GRANTS TO LICENSOR. 4.01 Licensor may, no more than one (1) time per year, request and Licensee agrees to disclose to Licensor in writing any Inventions or Improvements related to the Conversion Process. 4.02 Subject to the terms and conditions of this Agreement, Licensee grants to Licensor a limited, non-exclusive, irrevocable, royalty free, worldwide (a) right and license under Licensee Patent Rights and (b) right and license to use Licensee Technical Information for the design, construction, operation and maintenance (including modify, expand and replace) of facilities practicing a Conversion Process, together with the right to grant corresponding sublicenses of the Licensee Patent Rights and Licensee Technical Information to other licensees of Licensor Technology for use at a licensed plant practicing a Conversion Process, provided that any such licensee to whom a sublicense is to be granted shall have granted reciprocal rights to Syntroleum to use and grant sublicenses under such licensee's patent rights and technical information for the benefit of Licensee. Licensee shall have the right to charge Licensor a reasonable fee for any training with respect to Licensee Patent Rights and Licensee Technical Information as may be agreed with the Licensor on a case by case basis. 4.03 Should Licensee, during the term of this Agreement, make any patentable Inventions or Improvements, Licensee may, at its sole discretion, file patent applications with respect to such Inventions or Improvements in its own name and at its own expense, and take such other steps as are necessary, in the sole judgment of Licensee, to protect its rights in such Inventions or Improvements. In the event Licensee declines to file any patent application with respect to any Inventions or Improvements, it shall promptly notify Licensor in a timely manner to allow Licensor, at its sole discretion, to file such patent application at its sole expense, and to take such other steps as are necessary, in its judgment, to protect the Parties' rights in such Inventions or Improvements, subject to Licensee's obligation to account to third parties therefore and provided that title to such Inventions or Improvements shall remain in Licensee. 4.04 Licensor and Licensee each agree that they will take all actions and execute all documents and shall cause their employees, agents and contractors to take all actions and execute all documents as are necessary or appropriate to carry out the provisions of this Article 4 or to assist each other in the ---------- preparation, filing and prosecution of patent applications or securing such protection referenced in this Article 4 when so requested. ---------- 4.05 Licensee shall permit Licensor and/or its representatives to reasonably inspect, at mutually convenient times, the operating procedures, process conditions, material balances, energy consumption, catalyst performance, and analyses of internal streams and/or Synthetic Product which are applicable to Licensee's Inventions or Improvements at any Licensed Plant incorporating such Inventions or Improvements. 4.06 Licensee agrees to provide, from time to time and upon request by Licensor, samples of Synthetic Product and Marketable Products as they are produced by any of Licensee's Licensed Plants to verify compliance with this Agreement. Licensor agrees to limit its analysis of samples of Synthetic Product and Marketable Products to those analyses necessary to determine compliance with the definition of Marketable Products. 5.

LICENSEE GRANTS TO LICENSOR. 4.01 Licensor may, no more than one (1) time per year, request and Licensee agrees to disclose to Licensor in writing any Inventions or Improvements related to the Conversion Process. 4.02 Subject to the terms and conditions of this Agreement, Licensee grants to Licensor a limited, non-exclusive, irrevocable, royalty free, worldwide (ai) right and license under Licensee Patent Rights and (bii) right and license to use Licensee Technical Information for the design, construction, operation and maintenance (including modify, expand and replace) of facilities practicing a the Conversion Process, together with the right to grant corresponding sublicenses of the Licensee Patent Rights and Licensee Technical Information to other licensees of Licensor Technology for use at a licensed plant practicing a the Conversion Process, provided that any such licensee to whom a sublicense is to be granted shall have granted reciprocal rights to Syntroleum Licensor to use and grant sublicenses under such licensee's patent rights and technical information for the benefit of Licensee. Licensee shall have the right to charge Licensor a reasonable fee for any training with respect to Licensee Patent Rights and Licensee Technical Information as may be agreed with the Licensor on a case by case basis. 4.03 Should Licensee, during the term of this Agreement, make any patentable Inventions or Improvements, Licensee may, at its sole discretion, file patent applications with respect to such Inventions or Improvements in its own name and at its own expense, and take such other steps as are necessary, in the sole judgment of Licensee, to protect its rights in such Inventions or Improvements. In the event Licensee declines to file any patent application with respect to any Inventions or Improvements, it shall promptly notify Licensor in a timely manner to allow Licensor, at its sole discretion, to file such patent application at its sole expense, and to take such other steps as are necessary, in its judgment, to protect the Parties' rights in such Inventions or Improvements, subject to Licensee's obligation to account to third parties therefore and provided that title to such Inventions or Improvements shall remain in Licensee. 4.04 Licensor and Licensee each agree that they will take all actions and execute all documents and shall cause their employees, agents and contractors to take all actions and execute all documents as are necessary or appropriate to carry out the provisions of this Article ARTICLE 4 or to assist each other in the ---------- preparation, filing and prosecution of patent applications or securing such protection referenced in this Article ARTICLE 4 when so requested. ----------. 4.05 Licensee shall permit Licensor and/or its representatives to reasonably inspect, at mutually convenient times, the operating procedures, process conditions, material balances, energy consumption, catalyst performance, and analyses of internal streams and/or Synthetic Product which are applicable to Licensee's Inventions or Improvements used at any the Licensed Plant incorporating such Inventions or ImprovementsPlant. 4.06 Licensee agrees to provide, from time to time and upon request by Licensor, samples of Synthetic Product and Marketable Products as they are produced by any of Licensee's Licensed Plants to verify compliance with this Agreement. Licensor agrees to limit its analysis of samples of Synthetic Product and Marketable Products to those analyses necessary to determine compliance with the definition of Marketable Products. 5.

LICENSEE GRANTS TO LICENSOR. 4.01 Licensor may, no more than one (1) time per year, request and Licensee agrees to disclose to Licensor in writing any Inventions or Improvements related to the Conversion Process. 4.02 Subject to the terms and conditions of this Agreement, Licensee grants to Licensor a limited, non-exclusive, irrevocable, royalty free, worldwide (a) right and license under Licensee Patent Rights and (b) right and license to use Licensee Technical Information for the design, construction, operation and maintenance (including modify, expand and replace) of facilities practicing a Conversion Process, together with the right to grant corresponding sublicenses of the Licensee Patent Rights and the use of Licensee Technical Information to other licensees of Licensor Technology for use at a licensed plant practicing a Conversion Process, provided that any such licensee to whom a sublicense is to be granted shall have granted reciprocal rights to Syntroleum to use and grant sublicenses under such licensee's patent rights and technical information for the benefit of Licensee. Licensee shall have the right to charge Licensor a reasonable fee for any training with respect to Licensee Patent Rights and Licensee Technical Information as may be agreed with the Licensor on a case by case basis. 4.03 Should Licensee, during the term of this Agreement, make any patentable Inventions or Improvements, Licensee may, at its sole discretion, file patent applications with respect to such Inventions or Improvements in its own name and at its own expense, and take such other steps as are necessary, in the sole judgment of Licensee, to protect its rights in such Inventions or Improvements. In the event Licensee declines to file any patent application with respect to any Inventions or Improvements, it shall promptly notify Licensor in a timely manner to allow Licensor, at its sole discretion, to file such patent application at its sole expense, and to take such other steps as are necessary, in its judgment, to protect the Parties' rights in such Inventions or Improvements, subject to Licensee's obligation to account to third parties therefore and provided that title to such Inventions or Improvements shall remain in Licensee. 4.04 Licensor and Licensee each agree that they will take all actions and execute all documents and shall cause their employees, agents and contractors to take all actions and execute all documents as are necessary or appropriate to carry out the provisions of this Article 4 or to assist each other in the ---------- preparation, filing and prosecution of patent applications or securing such protection referenced in this Article 4 when so requested. ---------- 4.05 Licensee shall permit Licensor and/or its representatives to reasonably inspect, at mutually convenient times, the operating procedures, process conditions, material balances, energy consumption, catalyst performance, and analyses of internal streams and/or Synthetic Product which are applicable to Licensee's Inventions or Improvements used at any the Licensed Plant incorporating such Inventions or ImprovementsPlant. 4.06 Licensee agrees to provide, from time to time and upon request by Licensor, samples of Synthetic Product and Marketable Products as they are produced by any of Licensee's Licensed Plants to verify compliance with this Agreement. Licensor agrees to limit its analysis of samples of Synthetic Product and Marketable Products to those analyses necessary to determine compliance with the definition of Marketable Products. 5.

LICENSEE GRANTS TO LICENSOR. 4.01 Licensor may, no more than one (1) time per year, request and Licensee agrees to disclose to Licensor in writing any Inventions or Improvements related to the Conversion Process. 4.02 Subject to the terms and conditions of this Agreement, Licensee grants to Licensor a limited, non-exclusive, irrevocable, royalty free, worldwide (ai) right and license under Licensee Patent Rights and (bii) right and license to use Licensee Technical Information for the design, construction, operation and maintenance (including modify, expand and replace) of facilities practicing a the Conversion Process, together with the right to grant corresponding sublicenses of the Licensee Patent Rights and Licensee Technical Information to other licensees of Licensor Technology for use at a licensed plant practicing a the Conversion Process, provided that any such licensee to whom a sublicense is to be granted shall have granted reciprocal rights to Syntroleum Licensor to use and grant sublicenses under such licensee's patent rights and technical information for the benefit of Licensee. Licensee shall have the right to charge Licensor a reasonable fee for any training with respect to Licensee Patent Rights and Licensee Technical Information as may be agreed with the Licensor on a case by case basis. 4.03 Should Licensee, during the term of this Agreement, make any patentable Inventions or Improvements, Licensee may, at its sole discretion, file patent applications with respect to such Inventions or Improvements in its own name and at its own expense, and take such other steps as are necessary, in the sole judgment of Licensee, to protect its rights in such Inventions or Improvements. In the event Licensee declines to file any patent application with respect to any Inventions or Improvements, it shall promptly notify Licensor in a timely manner to allow Licensor, at its sole discretion, to file such patent application at its sole expense, and to take such other steps as are necessary, in its judgment, to protect the Parties' rights in such Inventions or Improvements, subject to Licensee's obligation to account to third parties therefore and provided that title to such Inventions or Improvements shall remain in Licensee. 4.04 Licensor and Licensee each agree that they will take all actions and execute all documents and shall cause their employees, agents and contractors to take all actions and execute all documents as are necessary or appropriate to carry out the provisions of this Article 4 or to assist each other in the ---------- preparation, filing and prosecution of patent applications or securing such protection referenced in this Article 4 when so requested. ----------. 4.05 Licensee shall permit Licensor and/or its representatives to reasonably inspect, at mutually convenient times, the operating procedures, process conditions, material balances, energy consumption, catalyst performance, and analyses of internal streams and/or Synthetic Product which are applicable to Licensee's Inventions or Improvements at any Licensed Plant incorporating such Inventions or Improvements. 4.06 Licensee agrees to provide, from time to time and upon request by Licensor, samples of Synthetic Product and Marketable Products as they are produced by any of Licensee's Licensed Plants to verify compliance with this Agreement. Licensor agrees to limit its analysis of samples of Synthetic Product and Marketable Products to those analyses necessary to determine compliance with the definition of Marketable Products. 5.

LICENSEE GRANTS TO LICENSOR. 4.01 During the term of this Agreement, Licensor may, no more than one (1) time per year, request and Licensee agrees to disclose to Licensor in writing any Inventions or Improvements related which is the result of (a) the oral or written disclosure by Licensor to Licensee of information relating to the Conversion ProcessProcess since the date of the Confidentiality Agreement or (b) the use of Licensor Technology, and which Licensee has the right to disclose. 4.02 Subject to the terms and conditions of this Agreement, Licensee grants to Licensor a limited, non-exclusive, irrevocable, royalty free, worldwide (ai) right and license under Licensee Patent Rights and (bii) right and license to use Licensee Technical Information for the design, construction, operation and maintenance (including modify, expand and replace) of facilities practicing a the Conversion Process, together with the right to grant corresponding sublicenses (iii) of the Licensee Patent Rights and (iv) to use Licensee Technical Information Information, to other licensees of Licensor Technology for use at a licensed plant practicing a Conversion ProcessTechnology, provided that any such licensee to whom a sublicense is to be granted shall have granted reciprocal rights to Syntroleum Licensor to use and grant sublicenses under such licensee's their patent rights and technical information for the benefit of Licensee. Licensee shall have the right to charge Licensor a reasonable fee for any training with respect to Licensee Patent Rights and Licensee Technical Information as may be agreed with the Licensor on a case by case basis. 4.03 Should Licensee, during the term of this Agreement, make any patentable Inventions or Improvements, Licensee may, at its sole discretion, file patent applications with respect to such Inventions or Improvements in its own name and at its own expense, and take such other steps as are necessary, in the sole judgment of Licensee, to protect its rights in such Inventions or Improvements. In the event Licensee declines to file any patent application with respect to any Inventions or Improvements, it shall promptly notify Licensor in a timely manner to allow Licensor, at its sole discretion, to file such patent application at its sole expense, and to take such other steps as are necessary, in its judgment, to protect the Parties' rights in such Inventions or Improvements, subject to Licensee's obligation to account to third parties therefore therefor and provided that title to such Inventions or Improvements shall remain in Licensee. 4.04 Licensor and Licensee each agree that they will take all actions and execute all documents and shall cause their employees, agents and contractors to take all actions and execute all documents as are necessary or appropriate to carry out the provisions of this Article ARTICLE 4 or to assist each other in the ---------- preparation, filing and prosecution of patent applications or securing such protection referenced in this Article ARTICLE 4 when so requested. ---------- 4.05 Licensee shall permit Licensor and/or its representatives to reasonably inspect, at mutually convenient times, the operating procedures, process conditions, material balances, energy consumption, catalyst performance, and analyses of internal streams and/or Synthetic Product which are applicable to Licensee's Inventions or Improvements at any Licensed Plant incorporating such Inventions or Improvements. 4.06 Licensee agrees to provide, from time to time and upon request by Licensor, samples of Synthetic Product and Marketable Products as they are produced by any of Licensee's Licensed Plants to verify compliance with this Agreement. Licensor agrees to limit its analysis of samples of Synthetic Product and Marketable Products to those analyses necessary to determine compliance with the definition of Marketable Products. 5.

LICENSEE GRANTS TO LICENSOR. 4.01 Licensor may, no more than one (1) time per year, request and Licensee agrees to disclose to Licensor in writing any Inventions or Improvements related to the Conversion Process. 4.02 Subject to the terms and conditions of this Agreement, Licensee grants to Licensor a limited, non-exclusive, irrevocable, royalty free, worldwide (a) right and license under Licensee Patent Rights and (b) right and license to use Licensee Technical Information for the design, construction, operation and maintenance (including modify, expand and replace) of facilities plants practicing a the Conversion Process, together with the right to grant corresponding sublicenses of the Licensee Patent Rights and Licensee Technical Information to other licensees of Licensor Technology for use at a licensed plant practicing a Conversion Process, provided that any such licensee to whom a sublicense is to be granted other licensees shall have granted reciprocal rights to Syntroleum Licensor to use and grant sublicenses under such licensee's their patent rights and technical information for the benefit of Licensee. Licensee shall have the right to charge Licensor a reasonable fee for any training with respect to Licensee Patent Rights and Licensee Technical Information as may be agreed with the Licensor on a case by case basis. 4.03 Should Licensee, during the term of this Agreement, make any patentable Inventions or ImprovementsImprovements relating to use of the Conversion Process for the production of Syncrude, Licensee may, at its sole discretion, file patent applications with respect to such Inventions or Improvements improvements in its own name and at its own expense, and take such other steps as are necessary, in the sole judgment of Licensee, to protect its rights in such Inventions or Improvements. In the event Licensee declines to file any patent application with respect to any Inventions or Improvements, it shall promptly notify Licensor in a timely manner to allow Licensor, at its sole discretion, to file such patent application at its sole expense, and to take such other steps as are necessary, in its judgment, to protect the Parties' rights in such Inventions or Improvements, subject to Licensee's obligation to account to third parties therefore and provided that title to such Inventions or Improvements shall remain in Licenseetherefor. 4.04 Licensor and Licensee each agree that they will take all actions and execute all documents and shall cause their employees, agents and contractors to take all actions and execute all documents as are necessary or appropriate to carry out the provisions of this Article 4 or to assist each other in the ---------- preparation, filing and prosecution of patent applications or securing such protection referenced in this Article 4 when so requested. ---------- 4.05 Licensee shall permit Licensor and/or its representatives to reasonably inspect, at mutually convenient times, the operating procedures, process conditions, material balances, energy consumption, catalyst performance, and analyses of internal streams and/or Synthetic Product which are applicable to Licensee's Inventions or Improvements at any Licensed Plant incorporating such Inventions or Improvements. 4.06 Licensee agrees to provide, from time to time and upon request by Licensor, samples of Synthetic Product and Marketable Products as they are produced by any of Licensee's Licensed Plants to verify compliance with this Agreement. Licensor agrees to limit its analysis of samples of Synthetic Product and Marketable Products to those analyses necessary to determine compliance with the definition of Marketable Products. 5.

LICENSEE GRANTS TO LICENSOR. 4.01 Licensor may, no more than one (1) time per year, request and Licensee agrees to disclose to Licensor in writing any Inventions or Improvements related to the a Conversion Process. Licensee may disclose those Inventions and Improvements to Sublicensee under the Sublicense. 4.02 Subject to the terms and conditions of this Agreement, Licensee grants to Licensor a limited, non-exclusive, irrevocable, royalty free, worldwide (ai) right and license under Licensee Patent Rights and (bii) right and license to use Licensee Technical Information for the design, construction, operation and maintenance (including modify, expand and replace) of facilities practicing a the Conversion Process, together with the right to grant corresponding sublicenses of the Licensee Patent Rights and Licensee Technical Information to other licensees of Licensor Technology for use at a licensed plant practicing a Conversion Process, provided that any such licensee to whom a sublicense is to be granted shall have granted reciprocal rights to Syntroleum Licensor to use and grant sublicenses under such licensee's patent rights and technical information for the benefit of Licensee. Licensee shall have the right to charge Licensor a reasonable fee for any training with respect to Licensee Patent Rights and Licensee Technical Information as may be agreed with the Licensor on a case by case basis. 4.03 Should Licensee, during the term of this Agreement, make any patentable Inventions or Improvements, Licensee may, at its sole discretion, file patent applications with respect to such Inventions or Improvements in its own name and at its own expense, and take such other steps as are necessary, in the sole judgment of Licensee, to protect its rights in such Inventions or Improvements. In the event Licensee declines to file any patent application with respect to any Inventions or Improvements, it shall promptly notify Licensor in a timely manner to allow Licensor, at its sole discretion, to file such patent application at its sole expense, and to take such other steps as are necessary, in its judgment, to protect the Parties' rights in such Inventions or Improvements, subject to Licensee's obligation to account to third parties therefore and provided that title to such Inventions or Improvements shall remain in Licensee. 4.04 Licensor and Licensee each agree that they will take all actions and execute all documents and shall cause their employees, agents and contractors to take all actions and execute all documents as are necessary or appropriate to carry out the provisions of this Article Section 4 or to assist each other in the ---------- preparation, filing and prosecution of patent applications or securing such protection referenced in this Article Section 4 when so requested. ---------- 4.05 Licensee shall permit Licensor and/or its representatives to reasonably inspect, at mutually convenient times, the operating procedures, process conditions, material balances, energy consumption, catalyst performance, and analyses of internal streams and/or Synthetic Product which are applicable to Licensee's Inventions or Improvements at any Licensed Plant incorporating such Inventions or Improvements. 4.06 Licensee agrees to provide, from time to time and upon request by Licensor, samples of Synthetic Product and Marketable Products as they are produced by any of Licensee's Licensed Plants to verify compliance with this Agreement. Licensor agrees to limit its analysis of samples of Synthetic Product and Marketable Products to those analyses necessary to determine compliance with the definition of Marketable Products. 5.

LICENSEE GRANTS TO LICENSOR. 4.01 Licensor may, no more than one (1) time per year, request and Licensee agrees to disclose to Licensor in writing any Inventions or Improvements related to the Conversion ProcessProcess provided that information disclosed to Licensee by third parties under a written confidentiality agreement, without the Licensee acquiring the right to use or otherwise exploit such information in any way, need not be disclosed to Licensor pursuant to this SECTION 4.01 if such disclosure would result in a violation of such confidentiality agreement. 4.02 Subject to the terms and conditions of this Agreement, Licensee grants to Licensor a limited, non-exclusive, irrevocable, royalty free, worldwide (ai) right and license under Licensee Patent Rights and (bii) right and license to use Licensee Technical Information for the design, construction, operation and maintenance (including modify, expand and replace) of facilities practicing a the Conversion Process, together with the right to grant corresponding sublicenses of the Licensee Patent Rights and Licensee Technical Information to other licensees of Licensor Technology for use at a licensed plant practicing a the Conversion Process, provided that any such licensee to whom a sublicense is to be granted shall have granted reciprocal rights to Syntroleum Licensor to use and grant sublicenses under such licensee's patent rights and technical information for the benefit of Licensee. Licensee shall have the right to charge Licensor a reasonable fee for any training with respect to Licensee Patent Rights and Licensee Technical Information as may be agreed with the Licensor on a case by case basis. 4.03 Should Licensee, during the term of this Agreement, make any patentable Inventions or Improvements, Licensee may, at its sole discretion, file patent applications with respect to such Inventions or Improvements in its own name and at its own expense, and take such other steps as are necessary, in the sole judgment of Licensee, to protect its rights in such Inventions or Improvements. In the event Licensee declines to file any patent application with respect to any Inventions or Improvements, it shall promptly notify Licensor in a timely manner to allow Licensor, at its sole discretion, to file such patent application at its sole expense, and to take such other steps as are necessary, in its judgment, to protect the Parties' rights in such Inventions or Improvements, subject to Licensee's obligation to account to third parties therefore and provided that title to such Inventions or Improvements shall remain in Licensee. 4.04 Licensor and Licensee each agree that they will take all actions and execute all documents and shall cause their employees, agents and contractors to take all actions and execute all documents as are necessary or appropriate to carry out the provisions of this Article ARTICLE 4 or to assist each other in the ---------- preparation, filing and prosecution of patent applications or securing such protection referenced in this Article ARTICLE 4 when so requested. ----------. 4.05 Licensee shall permit Licensor and/or its representatives to reasonably inspect, at mutually convenient times, the operating procedures, process conditions, material balances, energy consumption, catalyst performance, and analyses of internal streams and/or Synthetic Product which are applicable to Licensee's Inventions or Improvements at any Licensed Plant incorporating such Inventions or Improvements. 4.06 Licensee agrees to provide, from time to time and upon request by Licensor, samples of Synthetic Product and Marketable Products as they are produced by any of Licensee's Licensed Plants to verify compliance with this Agreement. Licensor agrees to limit its analysis of samples of Synthetic Product and Marketable Products to those analyses necessary to determine compliance with the definition of Marketable Products. 5.

LICENSEE GRANTS TO LICENSOR. 4.01 Licensor may, no more than one (1) time per year, request and Licensee agrees to disclose to Licensor in writing any Inventions or Improvements related to the Conversion Process. 4.02 Subject to the terms and conditions of this Agreement, Licensee grants to Licensor a limited, non-exclusive, irrevocable, royalty free, worldwide (ai) right and license under Licensee Patent Rights and (bii) right and license to use Licensee Technical Information for the design, construction, operation and maintenance (including modify, expand and replace) of facilities practicing a the Conversion Process, together with the right to grant corresponding sublicenses of the Licensee Patent Rights and the use of Licensee Technical Information Information, to other licensees of Licensor Technology for use at a licensed plant practicing a Conversion ProcessTechnology, provided that any such licensee to whom a sublicense is to be granted shall have granted reciprocal rights to Syntroleum Licensor to use and grant sublicenses under such licensee's patent rights and technical information for the benefit of Licensee. Licensee shall have the right to charge Licensor a reasonable fee for any training with respect to Licensee Patent Rights and Licensee Technical Information as may be agreed with the Licensor on a case by case basis. 4.03 Should Licensee, during the term of this Agreement, make any patentable Inventions or Improvements, Licensee may, at its sole discretion, file patent applications with respect to such Inventions or Improvements in its own name and at its own expense, and take such other steps as are necessary, in the sole judgment of Licensee, to protect its rights in such Inventions or Improvements. In the event Licensee declines to file any patent application with respect to any Inventions or Improvements, it shall promptly notify Licensor in a timely manner to allow Licensor, at its sole discretion, to file such patent application at its sole expense, and to take such other steps as are necessary, in its judgment, to protect the Parties' rights in such Inventions or Improvements, subject to Licensee's obligation to account to third parties therefore therefor and provided that title to such Inventions or Improvements shall remain in Licensee. 4.04 Licensor and Licensee each agree that they will take all actions and execute all documents and shall cause their employees, agents and contractors to take all actions and execute all documents as are necessary or appropriate to carry out the provisions of this Article ARTICLE 4 or to assist each other in the ---------- preparation, filing and prosecution of patent applications or securing such protection referenced in this Article ARTICLE 4 when so requested. ----------. 4.05 Licensee shall permit Licensor and/or its representatives to reasonably inspect, at mutually convenient times, the operating procedures, process conditions, material balances, energy consumption, catalyst performance, and analyses of internal streams and/or Synthetic Product Syncrude which are applicable to Licensee's Inventions or Improvements at any Licensed Plant incorporating such Inventions or Improvements. 4.06 Licensee agrees to provide, from time to time and upon request by Licensor, samples of Synthetic Product and Marketable Products as they are produced by any of Licensee's Licensed Plants to verify compliance with this Agreement. Licensor agrees to limit its analysis of samples of Synthetic Product and Marketable Products to those analyses necessary to determine compliance with the definition of Marketable Products. 5.

LICENSEE GRANTS TO LICENSOR. 4.01 Licensor may, no more than one (1) time per year, request and Licensee agrees to disclose to Licensor in writing any Inventions or Improvements related to the Conversion ProcessProcess provided that information disclosed to Licensee by third parties under a written confidentiality agreement, without the Licensee acquiring the right to use or otherwise exploit such information in any way, need not be disclosed to Licensor pursuant to this SECTION 4.01 if such disclosure would result in a violation of such confidentiality agreement. 4.02 Subject to the terms and conditions of this Agreement, Licensee grants to Licensor a limited, non-exclusive, irrevocable, royalty free, worldwide (ai) right and license under Licensee Patent Rights and (bii) right and license to use Licensee Technical Information for the design, construction, operation and maintenance (including modify, expand and replace) of facilities plants practicing a the Conversion Process, together with the right to grant corresponding sublicenses of the Licensee Patent Rights and the use of Licensee Technical Information to other licensees of Licensor Technology for use at a licensed plant plants practicing a the Conversion Process, provided that any such licensee to whom a sublicense is to be granted shall have granted reciprocal rights to Syntroleum Licensor to use and grant sublicenses under such licensee's patent rights and technical information for the benefit of Licensee. Licensee shall have the right to charge Licensor a reasonable fee for any training with respect to Licensee Patent Rights and Licensee Technical Information as may be agreed with the Licensor on a case by case basis. 4.03 Should Licensee, during the term of this Agreement, make any patentable Inventions or Improvements, Licensee may, at its sole discretion, file patent applications with respect to such Inventions or Improvements in its own name and at its own expense, and take such other steps as are necessary, in the sole judgment of Licensee, to protect its rights in such Inventions or Improvements. In the event Licensee declines to file any patent application with respect to any Inventions or Improvements, it shall promptly notify Licensor in a timely manner to allow Licensor, at its sole discretion, to file such patent application at its sole expense, and to take such other steps as are necessary, in its judgment, to protect the Parties' rights in such Inventions or Improvements, subject to Licensee's obligation to account to third parties therefore and provided that title to such Inventions or Improvements shall remain in Licensee. 4.04 Licensor and Licensee each agree that they will take all actions and execute all documents and shall cause their employees, agents and contractors to take all actions and execute all documents as are necessary or appropriate to carry out the provisions of this Article ARTICLE 4 or to assist each other in the ---------- preparation, filing and prosecution of patent applications or securing such protection referenced in this Article ARTICLE 4 when so requested. ----------. 4.05 Licensee shall permit Licensor and/or its representatives to reasonably inspect, at mutually convenient times, the operating procedures, process conditions, material balances, energy consumption, catalyst performance, and analyses of internal streams and/or Synthetic Product which are applicable to Licensee's Inventions or Improvements used at any the Licensed Plant incorporating such Inventions or Improvements. 4.06 Licensee agrees to provide, from time to time and upon request by Licensor, samples of Synthetic Product and Marketable Products as they are produced by any of Licensee's at the Licensed Plants Plant to verify compliance with this Agreement. Licensor agrees to limit its analysis of samples of Synthetic Product and Marketable Products to those analyses necessary to determine compliance with the definition of Marketable Products. 5.

LICENSEE GRANTS TO LICENSOR. 4.01 Licensor may, no more than one (1) time per year, request and Licensee agrees to disclose to Licensor in writing any Inventions or Improvements related to the Conversion Process.Process provided that information disclosed to Licensee by third parties under a written confidentiality agreement, without the Licensee acquiring the right to use or otherwise exploit such information in any way, need not be disclosed to Licensor pursuant to this SECTION 4.01 if such disclosure would result in a violation of such confidentiality agreement. Initial___and___ 15 COPY ____OF__6___ SYNTROLEUM MASTER LICENSE AGREEMENT -------------------------------------------------------------------------------- CONFIDENTIAL - DO NOT COPY 4.02 Subject to the terms and conditions of this Agreement, Licensee grants to Licensor a limited, non-exclusive, irrevocable, royalty free, worldwide (ai) right and license under Licensee Patent Rights and (bii) right and license to use Licensee Technical Information for the design, construction, operation and maintenance (including modify, expand and replace) of facilities practicing a the Conversion Process, together with the right to grant corresponding sublicenses of the Licensee Patent Rights and Licensee Technical Information to other licensees of Licensor Technology for use at a licensed plant practicing a the Conversion Process, provided that any such licensee to whom a sublicense is to be granted shall have granted reciprocal rights to Syntroleum Licensor to use and grant sublicenses under such licensee's patent rights and technical information for the benefit of Licensee. Licensee shall have the right to charge Licensor a reasonable fee for any training with respect to Licensee Patent Rights and Licensee Technical Information as may be agreed with the Licensor on a case by case basis. 4.03 Should Licensee, during the term of this Agreement, make any patentable Inventions or Improvements, Licensee may, at its sole discretion, file patent applications with respect to such Inventions or Improvements in its own name and at its own expense, and take such other steps as are necessary, in the sole judgment of Licensee, to protect its rights in such Inventions or Improvements. In the event Licensee declines to file any patent application with respect to any Inventions or Improvements, it shall promptly notify Licensor in a timely manner to allow Licensor, at its sole discretion, to file such patent application at its sole expense, and to take such other steps as are necessary, in its judgment, to protect the Parties' rights in such Inventions or Improvements, subject to Licensee's obligation to account to third parties therefore and provided that title to such Inventions or Improvements shall remain in Licensee.. Initial___and___ 16 COPY ____OF__6___ SYNTROLEUM MASTER LICENSE AGREEMENT -------------------------------------------------------------------------------- CONFIDENTIAL - DO NOT COPY 4.04 Licensor and Licensee each agree that they will take all actions and execute all documents and shall cause their employees, agents and contractors to take all actions and execute all documents as are necessary or appropriate to carry out the provisions of this Article ARTICLE 4 or to assist each other in the ---------- preparation, filing and prosecution of patent applications or securing such protection referenced in this Article ARTICLE 4 when so requested. ----------. 4.05 Licensee shall permit Licensor and/or its representatives to reasonably inspect, at mutually convenient times, the operating procedures, process conditions, material balances, energy consumption, catalyst performance, and analyses of internal streams and/or Synthetic Product which are applicable to Licensee's Inventions or Improvements at any Licensed Plant incorporating such Inventions or Improvements. 4.06 Licensee agrees to provide, from time to time and upon request by Licensor, samples of Synthetic Product and Marketable Products as they are produced by any of Licensee's Licensed Plants to verify compliance with this Agreement. Licensor agrees to limit its analysis of samples of Synthetic Product and Marketable Products to those analyses necessary to determine compliance with the definition of Marketable Products. 5.