9 Startup adVANce | Cooperation Agreement 3.8.5 In addition to the rights of Daimler to the Work Results of the Startup as set forth in clause 3.8.4, Daimler shall be entitled to use these Work Results to the extent necessary to use and otherwise exploit the Jointly-owned Work Results pursuant to clause 3.9.4. 3.8.6 During the term of this Agreement (cf. clause 3.18), the Startup is not entitled to transfer its rights in and to its individually owned Work Results to a third party or to grant an exclusive license thereto for purposes similar to its similar to the Product Idea, the Concept and the Prototypes, respectively, if this adversely affects Daimler’s rights thereto pursuant to this Agreement. 3.9 Jointly-owned Work Results 3.9.1 The Parties jointly own the Intellectual Property Rights in and to Work Results if (a) they have jointly generated them and (b) it is not possible to separate them for the purpose of applying for, obtaining or maintaining their protection (such Work Results the "Jointly-owned Work Results" and the Intellectual Property Rights therein and thereto the "Shared Intellectual Property Rights"). 3.9.2 The Parties shall in good faith agree on all necessary protection measures in relation to the Shared Intellectual Property Rights (including, but not limited to, the appropriate territorial coverage) and the division of the related costs between the Parties. 3.9.3 During the term of this Agreement (cf. clause 3.18) (a) each Party is entitled to individually use the Jointly-owned Work Results only for the purpose of the Parties’ cooperation under this Agreement (including the joint test projects) on a worldwide and royalty-free basis without requiring the prior written consent of the other Party (without the right to grant sub-licenses to third parties other than affiliated undertakings according to Sec. 15 German Stock Corporation Act (Aktiengesetz; AktG), unless the other Party has given its prior written consent to such sub-licensing); and (b) neither Party is, without the prior written consent of the other Party, entitled to otherwise exploit the Shared Intellectual Property Rights. 3.9.4 When this Agreement ends (for whatever legal reason), (a) each Party shall be entitled, without requiring the prior written consent of the other Party, to use the Jointly-owned Work Results on a worldwide and royalty-free basis and to otherwise exploit the Jointly-owned Work Results (including the right to grant non- exclusive sub-licenses to third parties, but for avoidance of doubt, without the right to transfer the Jointly-owned Work Results as a whole to third parties which transfer shall require the written consent of the other Party); and (b) each Party shall be entitled to transfer its share in Shared Intellectual Property Rights (to the extent legally possible) to a third party, provided that the Startup must in such case obtain Daimler’s prior written consent; if Daimler refuses to grant this consent, Daimler is obligated to offer the Startup a fair and reasonable compensation; upon the payment of such fair and reasonable compensation, Daimler shall become the owner of the Startup’s share in the relevant Shared Intellectual Property Rights, which shall forthwith be Daimler’s sole Intellectual Property Rights. When requesting Daimler’s consent to the transfer of its share in Shared Intellectual Property Rights, the Startup shall provide Daimler with satisfactory evidence of a binding offer by the