DICOM
FOR PRESENTATION
IMAGES.
2.4
VALIDATION TESTING.
EACH PARTY SHALL PROVIDE COMMERCIALLY REASONABLE
LEVELS OF RESOURCES NECESSARY TO VALIDATE DICOM CONNECTIVITY AND VERIFY CLINICAL
USABILITY AFTER EACH UPDATE, UPGRADE OR NEW FEATURE, IF ANY.
2.5
DEVELOPMENT AND TEST DATA.
THE DEVELOPMENT AND TESTING DATA PROVIDED BY
VTAL TO R2, OR GENERATED BY R2 UNDER THIS AGREEMENT, TOGETHER WITH ANY AND ALL
OTHER CASES, TRAINING DATABASES AND OTHER RELATED MATERIALS PROVIDED TO R2 BY
VTAL ("TEST DATA") WILL REMAIN THE PROPERTY OF VTAL.
VTAL AGREES TO REMOVE ALL
PERSONALLY IDENTIFIABLE PATIENT INFORMATION ON ANY TEST DATA BEFORE DELIVERY TO
R2.
VTAL HEREBY GRANTS TO R2 A NON-EXCLUSIVE, ROYALTY-FREE, PERPETUAL,
IRREVOCABLE, NON-TRANSFERABLE (SUBJECT TO SECTION 15.1) LICENSE TO USE THE TEST
DATA:
(I) INTERNALLY FOR R2'S BUSINESS AND DEVELOPMENT PURPOSES; AND (II) IN
AGGREGATE FORM, AS NECESSARY FOR THE PURPOSE OF OBTAINING THE REGULATORY
APPROVALS DESCRIBED IN SECTION 7.
ALL TEST DATA PROVIDED BY VTAL TO R2
HEREUNDER WILL BE DEEMED "CONFIDENTIAL INFORMATION" OF R2, SUBJECT TO THE
OBLIGATIONS OF SECTION 13.2, EXCEPT FOR PURPOSES OF (II) ABOVE.
2.6
RESTRICTIONS.
UNLESS OTHERWISE STATED IN THE DEVELOPMENT PLAN, NEITHER
PARTY IS ENTITLED TO RECEIVE ANY SOURCE CODE, ALGORITHMS, DESIGNS, OR SIMILAR
SOURCE MATERIALS FROM THE OTHER PARTY.
WITH RESPECT TO THE OTHER PARTY'S
PRODUCTS AND CONFIDENTIAL INFORMATION PROVIDED HEREUNDER, NEITHER PARTY SHALL:
(A) REVERSE ENGINEER, DECOMPILE, DISASSEMBLE, OR OTHERWISE ATTEMPT TO DERIVE ANY
SOURCE CODE, ALGORITHMS, IDEAS, PROCESS, TECHNIQUE, KNOW HOW, TECHNOLOGY, OR
OTHER UNDERLYING CONTENT THEREFROM; OR (B) COPY, ALTER, MODIFY, OR CREATE
DERIVATIVE WORKS OF ANY PORTION OR COMPONENT THEREOF; OR (C) ASSIST ANY THIRD
PARTY, OR ALLOW OR PERMIT ANY THIRD PARTY WITHIN ITS CONTROL, TO DO ANY OF THE
FOREGOING.
2.7
OWNERSHIP.
(A)
AS BETWEEN VTAL AND R2, R2 WILL OWN, AND HEREBY RETAINS, ALL RIGHT, TITLE,
AND INTEREST IN AND TO THE LUNG NODULE CAD APPLICATION AND THE R2 PRODUCT, AND
ANY IMPROVEMENTS, ENHANCEMENTS, INTERFACE COMPONENTS, AND/OR DERIVATIVE WORKS
THEREOF, AND ALL INTELLECTUAL PROPERTY RIGHTS RELATING THERETO.
AT R2'S
REQUEST, VTAL WILL ASSIGN OR CAUSE TO BE ASSIGNED TO R2 ALL RIGHT, TITLE,
INTEREST IN AND TO THE FOREGOING MATERIALS AND INTELLECTUAL PROPERTY
RIGHTS THEREIN, AND VTAL SHALL REASONABLY ASSIST AND COOPERATE WITH R2 IN
PROSECUTING, MAINTAINING, FILING FOR, ENFORCING, AND OTHERWISE PROTECTING R2'S
RIGHTS AND INTERESTS THEREIN.
ANY AND ALL REGISTERABLE AND PATENTABLE DESIGNS
RELATING TO THE LUNG NODULE CAD APPLICATION AND/OR THE R2 PRODUCT, AND THE RIGHT
TO APPLY FOR PROTECTION THEREFORE, SHALL BELONG EXCLUSIVELY TO R2.
(b)
As between R2 and VTAL, VTAL will own, and hereby retains, all
right, title, and interest in and to the VTAL Workstation and any modifications,
improvements, enhancements, interface components, and/or derivative works
thereof, and all Intellectual Property Rights relating thereto.
At VTAL's
request, R2 will assign or cause to be assigned to VTAL all right, title and
interest in and to the foregoing materials and Intellectual Property Rights
therein, and R2 shall reasonably assist and cooperate with VTAL in prosecuting,
maintaining, filing for, enforcing, and otherwise protecting