Optnext Japan Research And Development Agreement

Exhibit 10.12 RESEARCH AND DEVELOPMENT AGREEMENT by and between HITACHI, LTD. and OPNEXT JAPAN, INC. Dated as of July 31, 2001


TABLE OF CONTENTS Section 1. Definitions 6 (a) " Affiliate" 6 (b) " Assigned IP" 6 (c) " Average Man-Month Cost" 6 (d) " Business" 6 (e) " Commercially Reasonable Efforts" 6 (f) " Confidential Information" 6 (g) " Cure Period" 6 (h) " Current R&D Projects" 6 (i) " Dispute Notice" 7 (j) " Existing R&D Agreements" 7 (k) " Future R&D Projects" 7 (l) " Hitachi R&D IP" 7 (m) " Intellectual Property" 7 (n) " Inventor" 7 (o) " Jointly Developed Intellectual Property" 7 (p) " Licensed Hitachi R&D IP" 7 (q) " Licensed IP" 7 (r) " Losses" 7 (s) " Mark-Up" 7 (t) " Mark-Up Fee" 7 (u) " Minority-Owned Affiliate" 8 (v) " Monthly Cost" 8 (w) " New Development Costs" 8 (x) " Old Development Costs" 8 (y) " OpNext Japan R&D IP" 8 (z) " Person" 8 (aa) " Project Manager" 8 (bb) " R&D Plan" 8 (cc) " R&D Procedures" 8 (dd) " R&D Project" 8 (ee) " R&D Support" 9 (ff) " Second Closing" 9 (gg) " Second Closing Date" 9 (hh) " Subsidiary" 9 (ii) " Total Project Cost" 9 (jj) " Wholly-Owned Subsidiary" 9 Section 2. Research and Development Obligations 9 (a) Current Research and Development 9 (b) Future Research and Development 10 (i) Meetings 10 (ii) Requests and Forecasts 10 (iii) Support 10

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(c) Assignment and License of OpNext Japan R&D IP 10 (i) Assignment and License 10 (ii) Termination Conditions 11 (iii) Review of Obligations 11 Section 3. Exclusions from Research and Development Obligations 11 (a) Hitachi 11 (b) OpNext Japan 12 Section 4. Ownership of Intellectual Property Rights 12 (a) OpNext Japan' s Intellectual Property 12 (b) Hitachi' s R&D Intellectual Property 12 (c) Jointly Developed Intellectual Property 12 (i) Hitachi Owned 12 (ii) Jointly Owned 12 (iii) OpNext Japan Owned 13 (d) Ownership Determination 14 Section 5. Cross License of Intellectual Property 14 (a) OpNext Japan R&D IP License 14 (b) Hitachi R&D IP License 14 (c) Transfer of Licensed IP 14 (d) Termination Conditions 15 (e) Review of Obligations 15 Section 6. Covenants to Protect Intellectual Property 15 (a) Notice of Infringement 15 (b) Infringement Suits on Jointly Developed Intellectual Property 16 (c) Infringement of Licensed Hitachi R&D IP 16 Section 7. Inventor Compensation 16 Section 8. Warranties and Limitations 16 (a) Existing R&D Agreements 16 (b) Disclaimer of Warranties 16 (c) Indemnification by Hitachi 17 (d) IP Infringement Indemnification 17 (e) Indemnification by OpNext Japan 18 (f) Limitation of Liability 18 Section 9. Expenses 18 Section 10. Termination 18 Section 11. Confidentiality 18 (a) Confidentiality Obligations 19 (b) Exclusions 19 (c) Injunctive Relief 20 (d) Ownership 20 (e) Press Releases and Announcements 20

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Section 12. Export Control 20 Section 13. Notices 20 Section 14. Amendment and Waiver 22 Section 15. Assignment 22 Section 16. Counterparts 22 Section 17. Delivery by Facsimile 22 Section 18. Exhibits and Schedules 23 Section 19. Further Assurances 23 Section 20. Governing Law 23 Section 21. Dispute Resolution 23 Section 22. Interpretation 23 Section 23. No Strict Construction 24 Section 24. Recordation 24 Section 25. Relationship of the Parties 24 Section 26. Schedules or Exhibits 24 Section 27. Severability 24 Section 28. Submission to Jurisdiction; Waivers 24 Section 29. Survival 25 Section 30. Third-Party Beneficiaries 25 Section 31. Entire Agreement 25

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RESEARCH AND DEVELOPMENT AGREEMENT THIS RESEARCH AND DEVELOPMENT AGREEMENT (the " R&D Agreement" ) is made as of July 31, 2001, by and between HITACHI, LTD., a corporation existing under the laws of Japan (" Hitachi" ) and OPNEXT JAPAN, INC., a corporation existing under the laws of Japan and a Wholly-Owned Subsidiary of OpNext, Inc., a Delaware corporation (" OpNext Japan" ), pursuant to the terms of the Business Transfer Agreement, dated December 6, 2000 (the " Business Transfer Agreement" ) and the Intellectual Property License Agreement, dated July 31, 2001 (the " IP License Agreement" ), both of which have been entered into between Hitachi and OpNext Japan, the Stock Contribution Agreement, dated July 31, 2001 entered into between Hitachi and OpNext, Inc., and a Stock Purchase Agreement dated September 19, 2000 the " Existing Purchase Agreement ," as amended by the Amended and Restated Stock Purchase Agreement of even date herewith and as further amended, supplemented or otherwise modified from time to time, the " Stock Purchase Agreement" ) and the Stockholders' Agreement dated July 31, 2001 (the " Stockholders' Agreement" ), both among OpNext, Inc., Hitachi and Clarity Partners, L.P., a Delaware limited partnership (" Clarity" ), Clarity OpNext Holdings I, a Delaware limited liability company (" Holdings I" ) and Clarity OpNext Holdings II, a Delaware limited liability company (" Holdings II ," together with Clarity and Holdings I, the " Clarity Parties" ). All capitalized terms used herein but not defined have the meanings ascribed to such terms in the IP License Agreement, Stock Contribution Agreement, Stockholders' Agreement and Stock Purchase Agreement. RECITALS WHEREAS, Hitachi has entered into a Stock Purchase Agreement with OpNext, Inc. and Clarity, pursuant to which Hitachi agreed to, among other things, capitalize OpNext Japan and to cause OpNext Japan to use such funds to purchase Assets from Hitachi pursuant to the terms set forth in the Business Transfer Agreement and as a condition to closing under such Stock Purchase Agreement, Hitachi agreed to provide research and development support to OpNext Japan as requested; WHEREAS, the Business Transfer Agreement provides the terms and conditions under which Hitachi sold to OpNext Japan all of the Assets, which are necessary or reasonably required for the operation of the fiber optic component business of Hitachi' s Telecommunication Systems Division. The IP License Agreement, which is being concurrently executed herewith, provides the terms and conditions under which Hitachi will be licensing to OpNext Japan the Intellectual Property rights, which are necessary or reasonably required for the operation of the Business and which were not transferred/assigned under the Business Transfer Agreement; WHEREAS, Hitachi has expertise necessary to provide " R&D Support" (as defined below); and WHEREAS, OpNext Japan desires to receive " R&D Support" from Hitachi, and Hitachi desires to provide such " R&D Support" on the terms and conditions set forth in this R&D Agreement.

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NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties to this R&D Agreement hereby agree as follows: Section 1. Definitions . The following terms, when used herein with initial capital letters, shall have the respective meanings set forth in this Section 1. (a) " Affiliate" of any particular Person shall mean any other Person controlling, controlled by or under common control with such particular Person, where " control" means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise. (b) " Assigned IP" shall have the meaning set forth in Section 5(b) of the Stock Contribution Agreement. (c) " Average Man-Month Cost" shall have the meaning as set forth in Exhibit C . (d) " Business" shall mean Hitachi' s fiber optic component business of designing, developing, manufacturing, marketing, distributing and selling Products operated by Hitachi' s Telecommunications Systems Division as of the First Closing and as operated by OpNext Japan between the First Closing and the Second Closing Date. (e) " Commercially Reasonable Efforts" shall mean diligent and commercially reasonable and expeditious efforts to accomplish a task or objective in a manner that is at least equal to the efforts, quality and resources devoted by a party that such party would apply to its own high priority task or objective under similar circumstances. (f) " Confidential Information" shall mean any information not generally known to the public that is made or disclosed in contemplation of this R&D Agreement or any information related to the Business that is disclosed or made available to the receiving party pursuant to this R&D Agreement that the receiving party reasonably understands to be proprietary or confidential, including all of the following: (i) prototypes, files, analyses, techniques, systems, formulae, research, records, documentation, models, data, databases, ideas, inventions, designs, developments, devices, methods and processes (whether or not patentable and whether or not reduced to practice); (ii) know-how; (iii) Assigned IP; (iv) Licensed IP; (v) Hitachi R&D IP; (vi) OpNext Japan R&D IP; and (vii) other Intellectual Property rights. In addition, Confidential Information shall include the terms and conditions of this R&D Agreement. (g) " Cure Period" shall have the meaning set forth in Section 2(c)(ii) of this R&D Agreement. (h) " Current R&D Projects" shall mean the research and development projects (including any planned or proposed research and development projects) related to the Business existing as of March 31, 2001, as set forth in Exhibit A .

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(i) " Dispute Notice" shall have the meaning set forth in Section 21 of this R&D Agreement. (j) " Existing R&D Agreements" shall have the meaning set forth in Section 3(a) of this R&D Agreement. (k) " Future R&D Projects" shall mean research and development projects related to the Business to be undertaken by OpNext Japan and/or its Affiliates or by Hitachi on behalf of OpNext Japan, on and after April 1, 2001. (l) " Hitachi R&D IP" shall have the meaning set forth in Section 4(b) of this R&D Agreement. (m) " Intellectual Property" shall mean all: (i) patents, patent applications, patent disclosures and inventions (including all extensions, reexaminations, reissues, continuations and renewals related thereto); (ii) copyrights (registered or unregistered and all renewals thereof) and copyrightable works and registrations and applications for registration thereof; (iii) mask works and registrations and applications for registration thereof; (iv) computer software, data, databases and documentation thereof; and (v) trade secrets and other confidential information (including ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, operating, maintenance and safety materials and drawings, test procedures, test data, sources of materials and supplies, financial and marketing plans and customer and supplier lists and information). Intellectual Property, as referred to in this R&D Agreement, refers to rights throughout the world, including any equivalent of any of the foregoing in any jurisdiction or under any laws, regulations or treaties. (n) " Inventor" shall have the meaning set forth in Section 7 of this R&D Agreement. (o) " Jointly Developed Intellectual Property" shall mean all Intellectual Property resulting from an R&D Project under this R&D Agreement in accordance with Section 4(c)(ii) hereof, and shall exclude Hitachi R&D IP, Licensed IP and Assigned IP. (p) " Licensed Hitachi R&D IP" shall have the meaning set forth in Section 5(b) of this R&D Agreement. (q) " Licensed IP" shall have the meaning set forth in Section 3(a) of the IP License Agreement. (r) " Losses" shall have the meaning set forth in Section 8(c) of this R&D Agreement. (s) " Mark-Up" shall have the meaning as set forth in Exhibit C . (t) " Mark-Up Fee" shall mean the fee that Hitachi will charge to OpNext Japan for Hitachi' s past investment in Hitachi R&D IP and Jointly Developed Intellectual

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Property that Hitachi agrees to transfer to OpNext Japan as described in Section 4(c)(iii) and shall be determined in accordance with the formula set forth in Exhibit C . (u) " Minority-Owned Affiliate" shall mean any entity, that a party, directly or indirectly, at any time, owns or controls twenty percent (20%) to fifty percent (50%) of the voting equity shares or securities convertible into such shares. (v) " Monthly Cost" shall have the meaning as set forth in Exhibit C . (w) " New Development Costs" shall mean all of the costs related to a particular R&D Project incurred after commencement of such R&D Project on and after April 1, 2001, including operating expenses and charges for the use of any tangible property made available for use in the R&D Project but shall not include the consideration for the use of any existing or underlying Intellectual Property owned or controlled by either party that is used for such R&D Project. (x) " Old Development Costs" shall mean all of the costs incurred prior to commencement of a particular R&D Project for development of any existing or underlying Intellectual Property owned or controlled by either party that is used for such R&D Project, including operating expenses and charges for the use of any tangible property made available for use in developing such existing or underlying Intellectual Property. (y) " OpNext Japan R&D IP" shall mean: (i) Intellectual Property resulting from the Current R&D Projects, that has been assigned by Hitachi to OpNext Japan pursuant to Section 2(c)(i) below; (ii) Intellectual Property that can be clearly identified as that resulting from Future R&D Projects (excluding any Hitachi R&D IP and Licensed IP) for which OpNext Japan has paid one-hundred percent (100%) of the New Development Costs; and (iii) Jointly Developed Intellectual Property under 4(c)(ii) or Hitachi owned IP under 4(c)(i) that Hitachi has agreed to transfer to OpNext Japan and OpNext Japan has paid a Mark-Up Fee to Hitachi in accordance with Section 4(c)(iii) and Exhibit C . (z) " Person" shall mean any individual, corporation, partnership, limited liability company, business trust, association, joint stock company, trust, unincorporated organization, joint venture, firm or other entity or a government or any political subdivision or agency, department or instrumentality thereof. (aa) " Project Manager" shall have the meaning set forth in Exhibit D . (bb) " R&D Plan" shall mean the plan, which conforms to the requirements of Exhibit D (" R&D Procedures" ), prepared jointly by Hitachi and OpNext Japan defining the details of each research and development project related to the Business and the timetable for each such project. (cc) " R&D Procedures" shall mean the procedures set forth in Exhibit D . (dd) " R&D Project" shall mean Current R&D Project and/or Future R&D Project, as applicable.

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(ee) " R&D Support" shall mean research and development support in connection with the Business provided by Hitachi to OpNext Japan in conformance with the requirements of the R&D Procedures set forth in Exhibit D . (ff) " Second Closing" shall mean the closing of the Stock Purchase Agreement. (gg) " Second Closing Date" shall mean the date on which the Second Closing occurs. (hh) " Subsidiary" shall mean, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, a majority of the limited liability company, partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more Subsidiaries of that Person or a combination thereof. For purposes hereof, a Person or Persons shall be deemed to have a majority ownership interest in a limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity if such Person or Persons shall be allocated a majority of limited liability company, partnership, association or other business entity gains or losses or shall be or control the managing director or general partner of such limited liability company, partnership, association or other business entity. (ii) " Total Project Cost" shall have the meaning as set forth Exhibit C . (jj) " Wholly-Owned Subsidiary" shall mean, with respect to any Person, any corporation, limited liability company, partnership, association or other business entity of which (i) if a corporation, one-hundred percent (100%) of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Wholly-Owned Subsidiaries of that Person or a combination thereof, or (ii) if a limited liability company, partnership, association or other business entity, all of the limited liability company, partnership or total ownership interest thereof is at the time owned or controlled, directly or indirectly, by any Person or one or more other Wholly-Owned Subsidiaries of that Person or a combination thereof. Section 2. Research and Development Obligations . (a) Current Research and Development . OpNext Japan will have the right to continue the Current R&D Projects attached as Exhibit A to this R&D Agreement. Hitachi will use Commercially Reasonable Efforts to provide R&D Support.

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Hitachi and Clarity shall work together to review the Current R&D Projects. Clarity will have the right to approve Exhibit A to the extent deemed necessary or desired in its sole discretion. Hitachi will make Commercially Reasonable Efforts to list all the Current R&D Projects on Exhibit A hereto which schedule may be amended by the parties' mutual written consent. For nine (9) months following the Second Closing, Hitachi and OpNext Japan agree to cooperate in supplementing Exhibit A to include all the Current R&D Projects. (b) Future Research and Development . During the term of this R&D Agreement, Hitachi will provide R&D Support, as requested, to OpNext Japan for Future R&D Projects in accordance with the R&D Procedures. Hitachi will provide such R&D Support consistent with the following: (i) Meetings . Hitachi and OpNext Japan will hold quarterly joint review meetings to determine and update the R&D Plan for Future R&D Projects. (ii) Requests and Forecasts . Based on the R&D Plan developed in accordance with the R&D Procedures, OpNext Japan will require assistance on a binding basis from Hitachi on specific Future R&D Projects for the upcoming twelve (12) month period. OpNext Japan will also provide Hitachi with a non-binding forecast of Future R&D Projects that OpNext Japan expects to request from Hitachi for the twelve (12) month period following such twelve (12) month period. Hitachi and OpNext Japan will update such forecasts during the quarterly meetings described in Section 2(b)(i) above. (iii) Support . Hitachi will be obligated to use Commercially Reasonable Efforts to provide continuous R&D Support for the Future R&D Projects in accordance with the specific binding requests (to be performed in the upcoming twelve (12) month period) from OpNext Japan and for all specific non-binding projects that OpNext Japan forecasts to be requested from Hitachi on a binding basis within the twelve (12) month period following the end of such twelve (12) month period. Hitachi will use Commercially Reasonable Efforts to be able to support the balance of the non-binding forecast. (c) Assignment and License of OpNext Japan R&D IP . (i) Assignment and License . Hitachi shall assign, and does hereby assign, to OpNext Japan all right, title and interest in and to all Intellectual Property resulting from the Current R&D Projects and which shall be listed on Exhibit B , which is capable of assignment, to the extent such assignment did not occur under the Business Transfer Agreement. Such Intellectual Property shall be deemed to be OpNext Japan R&D IP. Hitachi also shall license, and does hereby license effective as of the First Closing Date, all Intellectual Property resulting from the Current R&D Projects, which has not been assigned and is not capable of assignment, to OpNext Japan on a fully paid-up, non-exclusive, perpetual and irrevocable basis, to use, make, have made, sell, advertise, offer to sell, lease, import, export and supply products and services throughout the world, unless otherwise terminated according to the provisions of this R&D Agreement. Such licensed

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Intellectual Property shall be deemed to be Licensed IP subject to the terms and conditions of the IP License Agreement. (ii) Termination Conditions . Such license shall not be terminated or its exploitation enjoined, until and unless: (i) OpNext Japan has committed a material breach of its obligations under this R&D Agreement, Hitachi has given written notice of such breach to OpNext Japan and such breach remains uncured after sixty (60) days of receiving notice of such breach (the " Cure Period" ), or, in the case of a breach, which cannot be cured within such Cure Period, OpNext Japan has not instituted within such Cure Period steps necessary to remedy the default and/or thereafter has not diligently pursued the same to completion; or (ii) OpNext Japan has committed an incurable material breach. In the event the breach is a curable breach that cannot be cured within the Cure Period but with respect to which OpNext Japan has instituted steps necessary to remedy the default and is thereafter diligently pursuing such cure, both parties shall negotiate to determine whether further pursuit of such cure is reasonable. If the parties cannot agree on a resolution in such negotiations, then this issue shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit E hereto to decide whether such breach can be cured or any other alternative remedy should be adopted. In the event the breach is an incurable breach, the parties agree that the matter shall be referred to arbitration pursuant to the arbitration procedures set forth in Exhibit E hereto to determine the appropriate remedy. In the event that either party submits the dispute to arbitration, both parties shall cooperate in such binding arbitration in accordance with Exhibit E . (iii) Review of Obligations . The obligations set forth in this Section 2(c) shall expire on the tenth (10 th ) anniversary of the Second Closing Date; provided , however , that the license under OpNext Japan R&D IP existing as of the tenth (10 th ) anniversary of the Second Closing Date shall continue, under reasonable terms and conditions to be agreed between the parties, until the expiration of all of such OpNext Japan R&D IP. Notwithstanding the foregoing, if one (1) of the conditions set forth in Section 2(c)(ii) is met, Hitachi may elect to be completely relieved of its obligations set forth in this Section 2(c). If Hitachi elects to be relieved of its obligations under this Section 2(c), the parties shall renegotiate in good faith and on commercially reasonable terms a new license governing the OpNext Japan R&D IP. Section 3. Exclusions from Research and Development Obligations (a) Hitachi . Nothing contained in this R&D Agreement shall limit in any way Hitachi' s ability to continue to conduct research and development activities for other Hitachi business units, including its Affiliates and Subsidiaries, including any fiber optical component business ( e.g. , semiconductors and cable) subject to the Nonsolicitation or Noncompetition provision in Section 12 of the Stockholders' Agreement; provided , however , the terms and conditions of this R&D Agreement shall be subject to the terms and conditions of any existing agreements related to the governmental R&D projects, the joint R&D projects with national and public universities or private universities, the R&D projects requested by other Hitachi Subsidiaries or the joint R&D projects with any other agency or organization (collectively, the " Existing R&D Agreements" ). Prior to the commencement of any R&D Project, Hitachi shall disclose to OpNext Japan any restrictions contained in the Existing R&D Agreements related to such R&D Project.

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(b) OpNext Japan . Nothing in this R&D Agreement shall in any way limit OpNext Japan' s ability to conduct its own, or utilize other third parties to conduct on its behalf, research and development projects. Section 4. Ownership of Intellectual Property Rights . (a) OpNext Japan' s Intellectual Property . OpNext Japan will own all right, title and interest, throughout the world in and to OpNext Japan R&D IP. OpNext Japan shall have the right to apply, in its own name and at its own expense, for Intellectual Property protection in the OpNext Japan R&D IP. Hitachi shall cooperate with OpNext Japan in a reasonable manner in obtaining such protection, including, obtaining signatures of Hitachi Inventors and/or officials on official papers. (b) Hitachi' s R&D Intellectual Property . Hitachi will solely own all Intellectual Property rights that result from all of its other research and development projects including the Intellectual Property referenced in Section 4)(c)(i), excluding Jointly Developed Intellectual Property and/or OpNext Japan R&D IP (" Hitachi R&D IP" ). Hitachi shall have the right to apply, in its own name and at its own expense, for Intellectual Property protection in Hitachi R&D IP and, if requested, OpNext Japan shall cooperate with Hitachi in any reasonable manner in obtaining such protection, including, obtaining signatures of OpNext Japan Inventors and/or officials on official papers. (c) Jointly Developed Intellectual Property . All right, title and interest in and to Jointly Developed Intellectual Property, other than OpNext Japan R&D IP and Hitachi R&D IP, shall be determined in accordance with this Section 4(c). (i) Hitachi Owned . If the R&D Project is jointly funded by OpNext Japan and Hitachi, unless (ii) or (iii) below applies, the resulting Intellectual Property will be treated as Hitachi R&D IP in accordance with Section 4(b) and will be solely owned by Hitachi. (ii) Jointly Owned . (1) If the R&D Project is jointly funded by the parties and either: (1) OpNext Japan contributes fifty percent (50%) or more of the New Development Costs to the R&D Project; or (2) OpNext Japan contributes less than fifty percent (50%) of the New Development Costs to the R&D Project but the parties determine through good faith negotiations that OpNext Japan contributed to the R&D Project in some other fashion, and in both (1) and (2) above the resulting Intellectual Property can clearly be identified with reasonable certainty as that resulting from such R&D Project, then such Intellectual Property shall be deemed Jointly Developed Intellectual Property and shall be owned jointly by the parties and either party may practice such Jointly Developed Intellectual Property without an accounting or compensation to, or the consent of, the other party. Except as set forth in Section 4(c)(iii) below, if either party desires to license any of its rights to the Jointly Developed Intellectual Property herein to a third party, it shall obtain the prior written consent of the other party hereto. Each party shall have the right to apply, in both parties' names, for Intellectual Property protection in the Jointly Developed Intellectual Property. The parties shall agree on the proper way and strategy for proceeding with all

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protection of the Jointly Developed Intellectual Property in accordance with the R&D Procedures. All expenses incurred in obtaining and maintaining Intellectual Property protection in the Jointly Developed Intellectual Property shall be equally shared by the parties. In the event that one (1) of the parties elects not to seek or maintain patent or other intellectual or industrial property protection for any Jointly Developed Intelle ...