EXPIRATION OF ITS
TERM, BY NUVASIVE AT ANY TIME AND FOR ANY REASON, IMMEDIATELY UPON WRITTEN
NOTICE TO OSIRIS, AFTER OSIRIS HAS DELIVERED TO NUVASIVE AN AGGREGATE OF
CUBIC CENTIMETERS OF PRODUCT HEREUNDER.
7.3.
EFFECT OF TERMINATION OR EXPIRATION.
AFTER EITHER PARTY PROVIDES
NOTICE OF TERMINATION UNDER SECTION 7.2.1 OR 7.2.2 AND PENDING TERMINATION OF
THIS AGREEMENT UNDER SUCH SECTIONS, THE PARTIES SHALL CONTINUE TO PERFORM THEIR
RESPECTIVE OBLIGATIONS HEREUNDER.
EXPIRATION OR TERMINATION OF THIS AGREEMENT
SHALL NOT RELIEVE THE PARTIES OF ANY OBLIGATION ACCRUING PRIOR TO SUCH
EXPIRATION OR TERMINATION.
THE PROVISIONS OF SECTIONS 3.7, 5.2, 6.1, 6.2, 6.3,
6.4, 6.5, 8.1, 8.2, AND 8.3 AND THE APPLICABLE PROVISIONS OF ARTICLE 9 SHALL
SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT.
EACH PARTY AGREES TO
RETURN UPON THE EXPIRATION OR TERMINATION OF THIS AGREEMENT ALL CONFIDENTIAL
INFORMATION ACQUIRED FROM THE OTHER PARTY, EXCEPT AS TO SUCH INFORMATION IT MAY
BE REQUIRED TO RETAIN UNDER APPLICABLE LAWS, AND EXCEPT FOR ONE COPY OF SUCH
INFORMATION MAY BE RETAINED BY SUCH PARTY'S LEGAL DEPARTMENT; PROVIDED, THAT IF
OSIRIS ELECTS NOT TO RETAIN A COPY OF ANY SUCH CONFIDENTIAL INFORMATION PROVIDED
TO NUVASIVE PURSUANT TO SECTION 3.5 HEREOF, THEN NUVASIVE SHALL, UPON REASONABLE
NOTICE TO NUVASIVE AND DURING NUVASIVE'S NORMAL BUSINESS HOURS, PROVIDE OSIRIS
WITH ACCESS TO SUCH CONFIDENTIAL INFORMATION AS IS REASONABLY NECESSARY FOR
PURPOSES OF OSRIS' COMPLIANCE WITH APPLICABLE LAWS OR IN CONNECTION WITH OSIRIS'
DEFENSE OF ANY THIRD PARTY CLAIMS RELATED THERETO.
ARTICLE 8
INTELLECTUAL PROPERTY AND CONFIDENTIALITY
8.1.
INTELLECTUAL PROPERTY.
SUBJECT TO THE LICENSE EXPRESSLY GRANTED
BY THIS AGREEMENT, NUVASIVE IS THE SOLE AND EXCLUSIVE OWNER OF ALL RIGHT, TITLE
AND INTEREST IN AND TO THE METHODS OF PROCESSING PRODUCT AND ALL OF NUVASIVE'S
PATENTS, TRADEMARKS, INVENTIONS, COPYRIGHTS, KNOW-HOW, AND TRADE SECRETS.
8.2.
OTHER INVENTIONS. THE PARTIES DO NOT CONTEMPLATE THAT ANY
INVENTIONS, DISCOVERIES, IMPROVEMENTS, MODIFICATIONS, DERIVATIONS, INFORMATION,
KNOW-HOW AND THE LIKE THAT ARISE OUT OF THE PERFORMANCE OF THIS AGREEMENT
(COLLECTIVELY, THE "INVENTIONS"), INCLUDING THOSE RELATED TO PROCESSES,
COMPOSITIONS OF MATTER AND METHODS OF USE, WHETHER PROTECTABLE BY PATENT OR AS A
TRADE SECRET, SHALL BY OSIRIS.
ACCORDINGLY, ANY AND ALL INVENTIONS MADE BY
EITHER PARTY INDIVIDUALLY OR JOINTLY HEREUNDER, INCLUDING ANY INVENTIONS
HEREUNDER PERTAINING TO PROCESSING OF PRODUCT, SHALL BE OWNED SOLELY BY
NUVASIVE, AND OSIRIS HEREBY ASSIGNS TO NUVASIVE ALL RIGHT, TITLE AND INTEREST IN
AND TO ALL INVENTIONS.
OSIRIS SHALL, UPON NUVASIVE'S REQUEST, EXECUTE SUCH
DOCUMENTS, INCLUDING ANY AND ALL APPLICATIONS, ASSIGNMENTS OR OTHER INSTRUMENTS,
GIVE ANY TESTIMONY AND TAKE SUCH OTHER ACTIONS AS NUVASIVE DEEMS NECESSARY FOR
NUVASIVE TO OBTAIN SUCH OWNERSHIP AND TO APPLY FOR, SECURE, AND MAINTAIN PATENT
OR OTHER PROPRIETARY PROTECTION IN THE UNITED STATES OR ANY OTHER COUNTRY WITH
RESPECT TO PRODUCT OR INVENTIONS, PROVIDED THAT NUVASIVE SHALL COMPENSATE OSIRIS
FOR ITS REASONABLE OUT OF POCKET COSTS AND EXPENSES ASSOCIATED WITH SUCH
ACTIONS.
ALL INVENTIONS AND ANY INFORMATION WITH RESPECT THERETO SHALL BE THE
CONFIDENTIAL INFORMATION OF NUVASIVE.
71
8.3.
CONFIDENTIALITY.
THE RECEIVING PARTY SHALL ENSURE THE
CONFIDENTIALITY