OR IN
COMMON WITH ANY OTHER PERSON CONSULTANTS DURING THE TERM OF CONSULTANT'S
ENGAGEMENT WITH BIOVAIL.
ANY INTELLECTUAL PROPERTY MADE AND/OR DEVELOPED BY THE
CONSULTANT WHILE ENGAGED BY BIOVAIL, WHETHER OR NOT CONCEIVED OR MADE DURING
REGULAR WORKING HOURS, AND WHETHER OR NOT THE CONSULTANT IS SPECIFICALLY
INSTRUCTED TO MAKE OR DEVELOP SAME, SHALL BE FOR THE BENEFIT OF BIOVAIL AND
SHALL BE THE SOLE EXCLUSIVE AND ABSOLUTE PROPERTY OF BIOVAIL.
THE CONSULTANT
SHALL ASSIGN, SET OVER AND TRANSFER TO BIOVAIL CONSULTANT'S ENTIRE RIGHT, TITLE
AND INTEREST IN AND TO ANY AND ALL OF SUCH INTELLECTUAL PROPERTY AND ALL RIGHTS
THEREIN, AND TO ALL LETTERS PATENT AND APPLICATIONS FOR LETTERS PATENT WHICH MAY
BE, OR MAY HAVE BEEN FILED AND/OR ISSUED BY OR TO CONSULTANT OR ON CONSULTANT'S
BEHALF, AND THE CONSULTANT AGREES TO EXECUTE AND DELIVER TO BIOVAIL ANY AND ALL
INSTRUMENTS NECESSARY OR DESIRABLE TO ACCOMPLISH THE FOREGOING AND, IN ADDITION
TO THE FOREGOING, TO DO ALL LAWFUL ACTS WHICH MAY BE NECESSARY OR DESIRABLE TO
ASSIST BIOVAIL TO OBTAIN AND ENFORCE PROTECTION OF SUCH INTELLECTUAL PROPERTY.
TO THE EXTENT OF ANY RIGHTS CONSULTANT MAY HAVE WITH RESPECT TO SUCH
INTELLECTUAL PROPERTY WHICH ARE NOT ASSIGNABLE, INCLUDING BUT NOT LIMITED TO
MORAL RIGHTS, THE CONSULTANT HEREBY WAIVES SAME.
THE CONSULTANT WILL EXECUTE
AND DELIVER TO BIOVAIL OR ITS SUCCESSORS AND ASSIGNS, SUCH OTHER AND FURTHER
ASSIGNMENTS, INSTRUMENTS AND DOCUMENTS AS BIOVAIL FROM TIME TO TIME REASONABLY
MAY REQUEST FOR THE PURPOSE OF ESTABLISHING, EVIDENCING, AND
4
ENFORCING OR DEFENDING ITS COMPLETE, EXCLUSIVE, PERPETUAL, AND WORLDWIDE
OWNERSHIP OF ALL RIGHTS, TITLES, AND COPYRIGHTS, IN AND TO INTELLECTUAL
PROPERTY, AND CONSULTANT CONSTITUTES AND APPOINTS BIOVAIL AS AGENT AND
ATTORNEY-IN-FACT, WITH FULL POWER OF SUBSTITUTION, TO EXECUTE AND DELIVER SUCH
ASSIGNMENTS, INSTRUMENTS, DOCUMENTS AS CONSULTANT MAY FAIL TO REFUSE TO EXECUTE
AND DELIVER, THIS POWER AND AGENCY BEING COUPLED WITH AN INTEREST AND BEING
IRREVOCABLE.
6.
GENERAL
6.01
THE CONSULTANT HEREBY ACKNOWLEDGES THAT BIOVAIL
IS A PUBLICLY TRADED COMPANY AND THE TRADING IN SECURITIES OF BIOVAIL IS SUBJECT
TO APPLICABLE SECURITIES LEGISLATION.
THE CONSULTANT HEREBY FURTHER
ACKNOWLEDGES THAT AS A RESULT OF THE DISCLOSURE THAT MAY BE MADE TO IT OF ANY
CONFIDENTIAL INFORMATION OF BIOVAIL, IT MAY POSSESS MATERIAL, NON-PUBLIC
INFORMATION OF BIOVAIL.
ACCORDINGLY, THE CONSULTANT HEREBY ACKNOWLEDGES AND
AGREES THAT ANY TRADING BY IT IN THE SECURITIES OF BIOVAIL MAY ENTAIL THE
VIOLATION BY THE CONSULTANT OF APPLICABLE SECURITIES AND OTHER LEGISLATION AND
REGULATIONS, AND THE CONSULTANT HEREBY IRREVOCABLY AGREES TO FULLY INDEMNIFY AND
HOLD HARMLESS BIOVAIL AND ALL OF ITS AFFILIATED ENTITIES AND THEIR RESPECTIVE
DIRECTORS, OFFICERS, REPRESENTATIVES AND EMPLOYEES FROM ANY DAMAGES THAT MAY BE
CAUSED TO ANY OF SUCH PERSONS AS A RESULT OF ANY SUCH VIOLATIONS.
6.02
MICHEL CHOUINARD HEREBY IRREVOCABLY AGREES TO
GUARANTEE THE OBLIGATIONS AND DUTIES OF THE CONSULTANT HEREUNDER, JOINTLY AND
SEVERALLY (SOLIDARILY), AS IF HE WAS DEFINED HEREUNDER AS THE "CONSULTANT".
6.03
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT
BETWEEN THE PARTIES AND SUPERSEDES ANY OTHER AGREEMENTS, NEGOTIATIONS OR
DISCUSSIONS BETWEEN