OR PATENT
APPLICATION OWNED OR CONTROLLED BY VALENTIS OR ITS AFFILIATES, INCLUDING,
WITHOUT LIMITATION, THE PATENT RIGHTS.
2.4
OWNERSHIP; ENFORCEMENT; NO CHALLENGE.
(A)
AT ALL TIMES, VALENTIS WILL RETAIN OWNERSHIP OF THE LICENSED
TECHNOLOGY, INCLUDING ALL EMBODIMENTS OF THE PATENT RIGHTS OR THE KNOW-HOW, THAT
IN EACH CASE IS OWNED BY VALENTIS AS OF THE EFFECTIVE DATE, AND ANY IMPROVEMENTS
MADE BY VALENTIS THEREOF, AND NOTHING HEREIN SHALL BE CONSTRUED TO LIMIT
VALENTIS' RIGHT TO FREELY USE AND COMMERCIALIZE SUCH LICENSED TECHNOLOGY ITSELF
OR WITH THIRD PARTIES.
VALENTIS RETAINS THE RIGHT, AT ITS SOLE DISCRETION, TO
ENFORCE, MAINTAIN AND OTHERWISE PROTECT THE LICENSED TECHNOLOGY.
JUVARIS SHALL
GIVE VALENTIS NOTICE OF ANY INFRINGEMENT BY A THIRD PARTY OF ANY PATENT RIGHTS
OWNED OR CONTROLLED BY VALENTIS OR MISAPPROPRIATION OF THE KNOW-HOW WHICH COMES
TO JUVARIS' ACTUAL KNOWLEDGE DURING THE TERM OF THIS AGREEMENT.
JUVARIS WILL
COOPERATE ON A COMMERCIALLY REASONABLE BASIS WITH VALENTIS WITH RESPECT TO ANY
ACTIONS VALENTIS MAY CHOOSE TO TAKE PURSUANT TO THIS SECTION 2.4, AND VALENTIS
WILL REIMBURSE JUVARIS FOR ITS REASONABLE COSTS IN THIS REGARD.
(B)
EXCEPT AS REQUIRED UNDER APPLICABLE LAW, JUVARIS SHALL NOT
PARTICIPATE, DIRECTLY OR INDIRECTLY, IN ANY OPPOSITION OR CHALLENGE TO THE
VALIDITY OR ENFORCEABILITY OF ANY PATENT RIGHT IN ANY FORUM AND JUVARIS SHALL
NOT ASSIST ANY THIRD PARTY IN ANY SUCH PARTICIPATION.
ANY BREACH BY JUVARIS OF
THIS SECTION 2.4(B) SHALL CONSTITUTE A MATERIAL BREACH OF
4
this Agreement and any licenses or rights granted hereunder may, at Valentis's
option, be terminable.
2.5
REPORTS, RECORDS AND AUDITS.
(A)
JUVARIS SHALL USE REASONABLE COMMERCIAL EFFORTS TO OBTAIN THE
RIGHT IN EACH AND EVERY AGREEMENT ENTERED INTO WITH A JUVARIS CUSTOMER TO
DISCLOSE TO VALENTIS THE ACTIVITIES, COMPOSITIONS OF MATTER OR ARTICLES OF
MANUFACTURE MADE OR UNDERTAKEN BY JUVARIS FOR THE BENEFIT OF SUCH JUVARIS
CUSTOMER.
WITHIN FORTY-FIVE (45) DAYS AFTER THE END OF EACH CALENDAR YEAR,
COMMENCING WITH THE FIRST CALENDAR YEAR AFTER THE EFFECTIVE DATE, JUVARIS,
UNLESS IN VIOLATION OF THE TERMS OF AN AGREEMENT BETWEEN JUVARIS AND A JUVARIS
CUSTOMER, SHALL DELIVER TO VALENTIS A WRITTEN REPORT WHICH SPECIFIES WITH
REASONABLE DETAIL THE ACTIVITIES, COMPOSITIONS OF MATTER OR ARTICLES OF
MANUFACTURE MADE OR UNDERTAKEN BY JUVARIS THAT ARE SUBJECT TO THIS AGREEMENT,
INCLUDING, WITHOUT LIMITATION, ANY PROCESS DEVELOPMENT AS TO WHICH JUVARIS
CLAIMS THE BENEFIT OF THE LICENSE GRANT OF SECTION 2.1.
THE REPORTS DELIVERED
BY JUVARIS TO VALENTIS PURSUANT TO THIS SECTION 2.5(A) SHALL BE CONFIDENTIAL
INFORMATION OF JUVARIS.
(B)
JUVARIS SHALL MAINTAIN RECORDS FULLY AND PROPERLY REFLECTING THOSE
ACTIVITIES TO BE REPORTED TO VALENTIS PURSUANT TO SECTION 2.5(A) (THE "RECORDS")
IN SUFFICIENT DETAIL AND IN GOOD SCIENTIFIC MANNER APPROPRIATE FOR PATENT,
REGULATORY AND MANUFACTURING PURPOSES FOR AT LEAST THREE (3) YEARS AFTER THE
DATE OF DELIVERY OF THE REPORT CONTAINING SUCH INFORMATION.
UPON THE WRITTEN
REQUEST OF VALENTIS AND NOT MORE THAN ONCE IN EACH CALENDAR YEAR, JUVARIS SHALL
PERMIT AN INDEPENDENT THIRD PARTY, SELECTED BY VALENTIS AND REASONABLY
ACCEPTABLE TO JUVARIS, AT VALENTIS' EXPENSE, TO