TO THE MAKING,
CONCEPTION, DISCOVERY, DEVELOPMENT, CREATION OR REDUCTION TO PRACTICE OF
INVENTIONS, OR OF SOFTWARE AND OTHER WORKS OF AUTHORSHIP OWNED BY UT PURSUANT TO
SECTION 6.1 ABOVE.
6.3.
PATENT AND COPYRIGHT APPLICATIONS.
AT THE
REQUEST OF UT AND AT UT'S EXPENSE, EXECUTIVE SHALL EXECUTE SUCH DOCUMENTS AND
PERFORM SUCH OTHER ACTS AS UT DEEMS NECESSARY TO OBTAIN PATENTS OR THE LIKE ON
SUCH INVENTIONS OR COPYRIGHT REGISTRATIONS FOR SUCH SOFTWARE AND OTHER WORKS OF
AUTHORSHIP IN ANY JURISDICTION OR JURISDICTIONS.
SUCH OBLIGATIONS SHALL
CONTINUE BEYOND THE TERM OF THIS AGREEMENT.
EXECUTIVE FURTHER AGREES NOT TO
FILE ANY PATENT APPLICATIONS RELATING TO OR DESCRIBING OR OTHERWISE DESCRIBING
ANY CONFIDENTIAL INFORMATION OR ANY SUCH INVENTIONS, OR TO CLAIM ANY COPYRIGHT
OR FILE ANY APPLICATIONS TO REGISTER ANY COPYRIGHT IN SUCH SOFTWARE OR OTHER
WORKS OF AUTHORSHIP, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF UT.
6.4.
ASSIGNMENT OF INVENTIONS AND WORKS OF
AUTHORSHIP.
EXECUTIVE AGREES TO ASSIGN TO UT OR ITS AFFILIATES ALL OF
EXECUTIVE'S RIGHT, TITLE AND INTEREST IN AND TO ANY AND ALL SUCH INVENTIONS AND
THE PATENT APPLICATIONS AND PATENTS RELATING THERETO AND TO THE COPYRIGHT IN ANY
AND ALL SUCH SOFTWARE AND OTHER WORKS OF AUTHORSHIP AND ANY COPYRIGHT
APPLICATIONS AND REGISTRATIONS RELATING THERETO CONCEIVED, REDUCED TO PRACTICE,
DISCOVERED, CREATED OR OTHERWISE DEVELOPED BY EXECUTIVE AND OWNED BY UT PURSUANT
TO SECTION 8.1 ABOVE.
ARTICLE 7
DISPUTE RESOLUTION
7.1.
GENERAL.
THE PARTIES AGREE TO PERFORM THE
TERMS OF THIS AGREEMENT IN GOOD FAITH, AND TO ATTEMPT TO RESOLVE ANY DISPUTES
THAT MAY ARISE BETWEEN THEM THROUGH GOOD FAITH NEGOTIATIONS.
15
7.2.
BINDING ARBITRATION.
FAILING RESOLUTION BY
GOOD FAITH NEGOTIATION BETWEEN THE PARTIES AS CONTEMPLATED BY SECTION 7.1, ALL
CLAIMS, DISPUTES, AND CONTROVERSIES ARISING OUT OF OR IN RELATION TO THE
PERFORMANCE, INTERPRETATION, APPLICATION OR ENFORCEMENT OF THIS AGREEMENT,
INCLUDING BUT NOT LIMITED TO BREACH THEREOF (EXCEPT ANY DISPUTE RELATING TO
ARTICLE 5 OR 6 OF THIS AGREEMENT), NOT RESOLVED BY THE PARTIES SHALL BE REFERRED
TO ARBITRATION BEFORE A SINGLE, INDEPENDENT THIRD PARTY ARBITRATOR WHO WILL BE
SELECTED BY MUTUAL AGREEMENT OF THE PARTIES OR, IF SUCH AGREEMENT IS NOT REACHED
WITHIN ONE WEEK OF EITHER PARTY SEEKING SUCH AGREEMENT, THEN IN ACCORDANCE WITH
EMPLOYMENT DISPUTE RESOLUTION RULES OF THE AMERICAN ARBITRATION ASSOCIATION.
JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT
OR COMPETENT JURISDICTION.
ANY ARBITRATION PURSUANT TO THIS ARTICLE 7 SHALL
TAKE PLACE IN THE STATE OF MARYLAND, OR SUCH OTHER PLACE AS THE PARTIES SHALL
MUTUALLY AGREE.
ARTICLE 8
MISCELLANEOUS
8.1.
NOTICE.
FOR PURPOSES OF THIS AGREEMENT,
NOTICES AND ALL OTHER COMMUNICATIONS PROVIDED FOR IN THIS AGREEMENT SHALL BE IN
WRITING AND SHALL BE DEEMED TO HAVE BEEN DULY GIVEN WHEN HAND DELIVERED, SENT BY
OVERNIGHT COURIER, OR MAILED BY FIRST CLASS, REGISTERED, OR CERTIFIED MAIL,
RETURN RECEIPT REQUESTED, POSTAGE PREPAID, OR TRANSMITTED BY TELEGRAM OR
TELECOPY, ADDRESSED AS FOLLOWS:
If to Executive:
Martine Rothblatt
If to UT:
United Therapeutics
Attn: General Counsel
1110 Spring Street
Silver Spring,