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7. No Licenses or Partnership. No provision of this Agreement is intended to or shall be deemed to grant any rights or licenses under the patents or patent applications, copyrights, trademarks, know -how, technology or trade secrets owned by a party, or to create any partnership, joint venture or other joint business arrangement between the parties. 8. Returns. Upon conclusion or termination of the Purpose, or forthwith upon the request of a party, each party agrees to promptly return to the other party (i.e., within five (5) business days) all Evaluation Material of the other party including, but not limited to all documents, drawings, electronic data and reproductions thereof which may have come into the party's possession; provided that, Evaluation Material that is inseparable from the analyses, compilations or other work prepared by or for the non - disclosing party need not be returned if promptly destroyed by the non - disclosing party; and further provided that, Evaluation Material in the form of computer hard disk media need not be returned if deleted or destroyed. Notwithstanding the return, deletion or destruction of any Evaluation Material, each party shall continue to be bound by its confidentiality, non - disclosure and other obligations under this Agreement. 9. Ownership of Evaluation Material. All Evaluation Material and any Derivatives (as defined below) thereof whether created by Discloser or Recipient, shall be or remain the property of Discloser and no license or other rights to such Evaluation Material is granted or implied by this Agreement. "Derivatives" shall mean: (i) for copyrighted or copyrightable material, any translation, abridgment, revision or other form in which an existing work may be recast, transformed or adapted; (ii) for patentable or patented material, any improvement thereon; and (iii) for material which is protected by trade secret, any new material derived from the existing trade secret material, including new material which may be protected by copyright, patent or trade secret. Each party agrees to take any further action and execute any additional documents as may be necessary to carry out the purpose and intent of this section 9. 10. No Export. Each party certifies that no information will be exported to any country in violation of the United States Export Administration Act and regulations thereunder. For the purposes of this Section, "information" is deemed to include all information furnished by a party to the other, whether or not Evaluation Material. 11. Governing Law; Non - Exclusive Jurisdiction. All matters arising out of or relating to this Agreement or the parties' respective rights and liabilities thereunder shall be governed by the laws of the State of California, without reference to its conflicts of laws provisions. Each party consents to non - exclusive personal jurisdiction in any action brought in any court, federal or state, within California, having subject matter jurisdiction arising under this Agreement. 12. Equitable Relief. Each party acknowledges that the other party will suffer irreparable harm if the party breaches any obligation under this Agreement, and that monetary damages would be inadequate to compensate the other party for the breach. Accordingly, each party agrees that, in the event of its breach or threatened breach of any of the provisions of this Agreement, the other party shall be entitled to equitable relief, including injunctive relief or specific performance. No remedy conferred or reserved in this Agreement is intended to be exclusive of any other available remedy; and each remedy shall be cumulative and shall be in addition to every other remedy now or hereafter existing at law or in equity. Sim