TERM OF THIS AGREEMENT, TO MAKE, HAVE
MADE, USE, SELL, OFFER FOR SALE AND IMPORT THE LEAD SCAFFOLD(S) AND PRODUCTS
THAT INCORPORATE COMPOUNDS FROM THE LEAD SCAFFOLD(S).
ONTOCHEM WILL NOT
INCORPORATE ANY INVENTION, DISCOVERY OR OTHER PROPRIETARY INFORMATION OWNED BY
ANY THIRD PARTY INTO ANY ANIXA INVENTIONS OR DELIVERABLES WITHOUT ANIXA'S PRIOR
WRITTEN CONSENT.
6.5
INVENTION DISCLOSURE AND IMPLEMENTATION.
EACH PARTY WILL
NOTIFY THE OTHER PARTY PROMPTLY IN WRITING OF EACH INVENTION MADE OR GENERATED
BY SUCH PARTY.
THE DETERMINATION OF INVENTORSHIP WITH RESPECT TO ALL INVENTIONS
WILL BE MADE IN ACCORDANCE WITH UNITED STATES PATENT LAW.
EACH PARTY WILL
ASSIGN, AND DOES HEREBY ASSIGN, TO THE OTHER PARTY RIGHTS WITH RESPECT TO THE
APPLICABLE INVENTIONS AS NECESSARY TO ACHIEVE OWNERSHIP AS PROVIDED IN SECTIONS
6.2 AND 6.3.
EACH ASSIGNING PARTY WILL EXECUTE AND DELIVER ALL DOCUMENTS AND
INSTRUMENTS REASONABLY REQUESTED BY THE OTHER PARTY TO EVIDENCE OR RECORD SUCH
ASSIGNMENT OR TO FILE FOR, PERFECT OR ENFORCE THE ASSIGNED RIGHTS.
EACH
ASSIGNING PARTY WILL MAKE ITS RELEVANT REPRESENTATIVES (AND THEIR ASSIGNMENTS
AND SIGNATURES ON SUCH DOCUMENTS AND INSTRUMENTS) REASONABLY AVAILABLE TO THE
OTHER PARTY FOR ASSISTANCE IN ACCORDANCE WITH THIS SECTION 6.5 AT NO CHARGE.
HOWEVER, OUT OF POCKET EXPENSES SUCH AS TRAVEL OR COMMUNICATION COSTS SHALL BE
REIMBURSED.
EACH PARTY WILL HAVE THE SOLE RIGHT TO FILE AND PROSECUTE PATENT
APPLICATIONS CLAIMING ANY INVENTIONS OF WHICH SUCH PARTY IS THE SOLE OWNER
PURSUANT TO THIS AGREEMENT WITHOUT THE CONSENT OF THE OTHER PARTY, AND SUCH
OTHER PARTY WILL PROVIDE, AND WILL CAUSE ITS REPRESENTATIVES TO PROVIDE,
REASONABLE COOPERATION AND ASSISTANCE WITH SUCH FILING AND PROSECUTION UPON
REQUEST.
TO THE EXTENT ONTOCHEM IS OBLIGATED BY REASON OF MANDATORY PROVISIONS
OF THE GESETZ ÜBER ARBEITNEHMERERFINDUNGEN (ARBNERFG) (GERMAN LAW COVERING
EMPLOYEE INVENTIONS) TO MAKE PAYMENTS TO ITS EMPLOYEES, ONTOCHEM WILL BE SOLELY
RESPONSIBLE, AND INDEMNIFY ANIXA, FOR ANY AND ALL SUCH PAYMENTS TO ONTOCHEM'S
EMPLOYEES.
6.6
NO IMPLIED RIGHTS.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN, NOTHING IN THIS AGREEMENT IS INTENDED TO GRANT TO EITHER PARTY ANY
RIGHTS UNDER ANY INTELLECTUAL PROPERTY RIGHT OF THE OTHER PARTY.
7.
REPRESENTATIONS AND WARRANTIES.
7.1
MUTUAL REPRESENTATIONS AND WARRANTIES. EACH PARTY HEREBY
REPRESENTS AND WARRANTS TO THE OTHER PARTY THAT:
(A) IT IS DULY ORGANIZED,
VALIDLY EXISTING, AND IN GOOD STANDING UNDER THE LAWS AND REGULATIONS OF THE
JURISDICTION IN WHICH IT IS ORGANIZED; (B) IT HAS THE REQUISITE POWER AND
AUTHORITY AND THE LEGAL RIGHT TO ENTER INTO THIS AGREEMENT AND TO PERFORM ITS
OBLIGATIONS HEREUNDER; (C) IT HAS TAKEN ALL REQUISITE ACTION ON ITS PART TO
AUTHORIZE THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE PERFORMANCE OF
ITS OBLIGATIONS HEREUNDER; (D) THIS AGREEMENT HAS BEEN DULY EXECUTED AND
DELIVERED BY SUCH PARTY AND CONSTITUTES A LEGAL, VALID AND BINDING OBLIGATION OF
SUCH PARTY, ENFORCEABLE AGAINST SUCH PARTY IN ACCORDANCE WITH ITS TERMS; AND (E)
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY IT DO NOT CONFLICT
WITH ANY AGREEMENT, INSTRUMENT OR UNDERSTANDING, ORAL OR WRITTEN, TO WHICH IT IS
A