AGREES TO ASSIST
BIOSITE TO THE BEST OF ITS ABILITY TO DEFEND BIOSITE'S INTEREST PARTICULARLY TO
FOLLOW INSTRUCTIONS AND TO TAKE ANY REASONABLE MEASURES AS WILL BE ASKED BY
BIOSITE IN SUCH MATTERS.
BIOSITE WILL ASSUME THE COST OF ANY LEGAL ACTIONS IN
THE DEFENSE OF ITS INTELLECTUAL PROPERTY.
7.4
COPYRIGHTS.
PSS HEREBY ACKNOWLEDGES THAT
BIOSITE HAS CLAIMED, OR MAY CLAIM, COPYRIGHT PROTECTION WITH RESPECT TO CERTAIN
PARTS OF THE PRODUCTS AND THE LABELS, INSERTS AND OTHER MATERIALS REGARDING THE
PRODUCTS.
PSS FURTHER ACKNOWLEDGES THE VALIDITY OF BIOSITE'S RIGHT TO CLAIM
COPYRIGHT PROTECTION WITH RESPECT TO SUCH ITEMS.
PSS FURTHER ACKNOWLEDGES THAT
BIOSITE HAS ADVISED PSS THAT IT HAS THE SOLE AND EXCLUSIVE RIGHT TO CLAIM THE
COPYRIGHT PROTECTION WITH RESPECT TO ALL SUCH ITEMS.
PSS SHALL TAKE NO ACTION
OR MAKE NO OMISSION WHICH IS ANY WAY INCONSISTENT WITH BIOSITE'S CLAIM OF
COPYRIGHT PROTECTION WITH RESPECT TO SUCH ITEMS.
7
8.
TERM AND TERMINATION
8.1
TERM.
THIS AGREEMENT SHALL BE EFFECTIVE AS
OF THE EFFECTIVE DATE AND SHALL TERMINATE ON [***], UNLESS TERMINATED EARLIER
PURSUANT TO THE PROVISIONS SET FORTH BELOW.
THE PARTIES SHALL MEET ON
APPROXIMATELY [***], TO DISCUSS WHETHER THE PARTIES DESIRE TO EXTEND THE TERM OF
THIS AGREEMENT FOR AN ADDITIONAL PERIOD OF [***], PROVIDED THAT NEITHER PARTY
SHALL BE OBLIGATED TO AGREE TO EXTEND THE TERM OF THIS AGREEMENT.
IF THE
PARTIES AGREE TO EXTEND THE TERM OF THIS AGREEMENT, SUCH AGREEMENT AND EXTENDED
TERM SHALL BE SET FORTH IN A SEPARATE WRITTEN DOCUMENT.
8.2
TERMINATION.
THIS AGREEMENT MAY BE
TERMINATED BY EITHER PARTY, IN THE EVENT THE OTHER PARTY SHALL FAIL TO PERFORM
ANY OF ITS MATERIAL OBLIGATIONS HEREUNDER AND SHOULD FAIL TO REMEDY SUCH
NON-PERFORMANCE WITHIN THIRTY (30) CALENDAR DAYS AFTER RECEIVING WRITTEN DEMAND
THEREFOR.
8.3
RIGHTS OF PARTIES ON EXPIRATION OR
TERMINATION.
THE FOLLOWING PROVISIONS SHALL APPLY ON THE EXPIRATION OR
TERMINATION OF THIS AGREEMENT.
(A)
SUBJECT TO PSS'S RIGHT TO SELL PRODUCTS
REMAINING IN INVENTORY AS SET FORTH BELOW, PSS SHALL CEASE ALL SALES AND OTHER
ACTIVITIES ON BEHALF OF BIOSITE AND SHALL RETURN TO BIOSITE AND IMMEDIATELY
CEASE ALL USE OF ANY CONFIDENTIAL INFORMATION OF BIOSITE THEN IN PSS'S
POSSESSION.
(B)
UPON ANY TERMINATION OF THIS AGREEMENT, FOR
A PERIOD OF [***] AFTER SUCH TERMINATION (THE "INITIAL SELL-OFF PERIOD"), PSS
SHALL HAVE THE RIGHT TO SELL OFF ITS REMAINING INVENTORY OF PRODUCTS (AND TO
EXERCISE SUCH RIGHTS PROVIDED FOR UNDER THIS AGREEMENT AS REASONABLY REQUIRED
FOR PSS TO SELL SUCH REMAINING STOCK).
WITHIN FIVE (5) BUSINESS DAYS AFTER THE
CONCLUSION OF THE INITIAL SELL-OFF PERIOD, PSS SHALL PROVIDE TO BIOSITE IN
WRITING A LIST OF PSS'S REMAINING INVENTORY OF THE PRODUCTS (THE "INVENTORY
NOTICE").
BIOSITE MAY, AT ITS OPTION, BY PROVIDING WRITTEN NOTICE TO PSS WITHIN
FIVE (5) BUSINESS DAYS AFTER RECEIPT OF THE INVENTORY NOTICE, REPURCHASE PSS'S
INVENTORY OF PRODUCTS (AS SET FORTH IN THE INVENTORY NOTICE) AT THE PURCHASE
PRICE PAID BY PSS TO BIOSITE THEREFOR, PLUS REASONABLE FREIGHT, INSURANCE AND
DUTIES.
IN CASE BIOSITE IS NOT