ASSIGNEE'S RIGHTS IN AND TO
THE INTELLECTUAL PROPERTY RIGHTS THAT THE ASSIGNEE IS TO OWN IN ACCORDANCE WITH
THIS SECTION 9.1, INCLUDING WITHOUT LIMITATION REASONABLE DISCLOSURE TO THE
ASSIGNEE OF INFORMATION AND DATA REASONABLY NECESSARY TO PURSUE PATENT
APPLICATIONS FILED BY THE ASSIGNOR THAT ARE TO BE ASSIGNED TO THE ASSIGNEE IN
ACCORDANCE WITH THE FOREGOING, THE EXECUTION OF ALL APPLICATIONS,
SPECIFICATIONS, OATHS, ASSIGNMENTS, AND ALL OTHER INSTRUMENTS REASONABLY
NECESSARY IN ORDER TO APPLY FOR AND OBTAIN SUCH RIGHTS AND IN ORDER TO ASSIGN
AND CONVEY TO THE ASSIGNEE, AND ITS SUCCESSORS, ASSIGNS, AND NOMINEES, THE SOLE
AND EXCLUSIVE RIGHT, TITLE, AND INTEREST THEREIN AND THERETO TO THE EXTENT
CONTEMPLATED IN THIS SECTION 9.1.
THE ASSIGNOR ALSO AGREES THAT ITS OBLIGATION
TO EXECUTE OR CAUSE TO BE EXECUTED ANY SUCH INSTRUMENT OR PAPERS SHALL CONTINUE
AFTER THE TERMINATION OF THIS AGREEMENT.
THIS SECTION 9.1.4 SHALL NOT BE
CONSTRUED TO REQUIRE THE DISCLOSURE OF ANY TECHNOLOGY TO THE ASSIGNEE EXCEPT TO
THE EXTENT IT IS INCLUDED IN A PATENT FILED BY THE ASSIGNOR THAT IS TO BE
ASSIGNED TO THE ASSIGNEE.
9.1.5
ATTORNEY-IN-FACT. THE ASSIGNOR (AS DEFINED IN SECTION 9.1.4) AGREES
THAT, IF THE ASSIGNEE (AS DEFINED IN SECTION 9.1.4) IS UNABLE BECAUSE OF THE
ASSIGNOR'S UNAVAILABILITY, DISSOLUTION, MENTAL OR PHYSICAL INCAPACITY, OR FOR
ANY OTHER REASON, TO SECURE THE ASSIGNOR'S SIGNATURE FOR THE PURPOSE OF APPLYING
FOR OR PURSUING ANY APPLICATION FOR ANY U.S. OR FOREIGN PATENT OR COPYRIGHT
REGISTRATIONS COVERING ANY INTELLECTUAL PROPERTY RIGHTS OR TECHNOLOGY TO BE
ASSIGNED TO THE ASSIGNEE UNDER THIS SECTION 9.1, THEN THE ASSIGNOR HEREBY
IRREVOCABLY DESIGNATES AND APPOINTS THE ASSIGNEE AND ITS DULY AUTHORIZED
OFFICERS AND AGENTS AS THE ASSIGNEE'S AGENT AND ATTORNEY-IN-FACT, TO ACT FOR AND
ON THE ASSIGNOR'S BEHALF TO EXECUTE AND FILE ANY SUCH APPLICATIONS AND TO DO ALL
OTHER LAWFULLY PERMITTED ACTS THAT ARE REASONABLY NECESSARY FOR THE PROSECUTION
AND ISSUANCE OF PATENT AND COPYRIGHT REGISTRATIONS TO BE OWNED BY THE ASSIGNEE
UNDER THIS SECTION 9.1 WITH THE SAME LEGAL FORCE AND EFFECT AS IF EXECUTED BY
THE ASSIGNOR.
THE FOREGOING APPOINTMENT SHALL BE DEEMED COUPLED WITH AN
INTEREST OF THE ASSIGNEE IN AND TO THE INTELLECTUAL PROPERTY RIGHTS AND
TECHNOLOGY TO BE ASSIGNED TO THE ASSIGNEE UNDER THIS SECTION 9.1.
9.2
THIRD PARTY TECHNOLOGY.
9.2.1
UNLESS MUTUALLY AGREED TO BY THE PARTIES THROUGH THE JSC OR
OTHERWISE IN A SEPARATE SIGNED WRITING, ACCURAY, ITS AFFILIATES, AND ITS
CONTRACTORS SHALL NOT USE ANY PRODUCT, SOFTWARE, PROGRAM MATERIALS, TRADE
SECRETS, INFORMATION, OR OTHER TECHNOLOGY IN PERFORMING THE DEVELOPMENT SERVICES
OR IN ANY DELIVERABLE IN A MANNER THAT WOULD REQUIRE, FOR THE EXERCISE OF ANY OF
CYBERHEART'S RIGHTS PURSUANT TO THIS AGREEMENT USING OR BASED UPON THE
DELIVERABLES, A LICENSE THAT IS NOT GRANTED TO CYBERHEART IN THIS AGREEMENT (OR
IN THE CASE OF INTELLECTUAL PROPERTY TO THE EXTENT USED TO MANUFACTURE
CYBERKNIFE COMPONENTS, IN THE MANUFACTURING AND SUPPLY AGREEMENT), EXCEPT TO THE
EXTENT SUCH TECHNOLOGY HAS BEEN EXPRESSLY
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IDENTIFIED IN THE STATEMENT OF WORK THAT HAS BEEN AGREED