AGREEMENT, FHC AGREES TO COOPERATE
WITH BIOSITE AND TO EXECUTE ANY AND ALL DOCUMENTS REQUESTED BY BIOSITE FOR THE
PURPOSE OF CANCELING ANY REGISTERED USER OR OTHER RIGHTS WITH RESPECT TO
BIOSITE'S NAME AND THE BIOSITE MARKS THAT FHC MAY HAVE ACQUIRED IN OPERATING
HEREUNDER, OR, AT BIOSITE'S ELECTION, IN TRANSFERRING SUCH RIGHTS TO BIOSITE OR
ITS FHC DESIGNEE.
FHC ALSO AGREES TO COOPERATE WITH BIOSITE IN TRANSFERRING ANY
APPROPRIATE RIGHTS IN CONNECTION WITH THE BIOSITE MARKS TO BIOSITE AND/OR
BIOSITE'S DESIGNEE, AT BIOSITE'S SOLE COST AND EXPENSE, IF BIOSITE DESIRES TO
SELL OR HAVE SOLD PRODUCTS IN THE TERRITORY (OTHER THAN THE PRODUCTS) OTHER THAN
BY FHC.
8.
COPYRIGHTS.
(A)
FHC HEREBY ACKNOWLEDGES THAT BIOSITE MAY
CLAIM COPYRIGHT PROTECTION WITH RESPECT TO ITS PACKAGE INSERTS AND OTHER
SUPPORTING MATERIALS WHICH IT INCLUDES WITH EACH OF THE PRODUCT UNITS, AND FHC
FURTHER ACKNOWLEDGES THE VALIDITY OF BIOSITE'S RIGHT TO CLAIM THE COPYRIGHT
PROTECTION TO SUCH MATERIALS.
FHC FURTHER ACKNOWLEDGES THAT BIOSITE HAS ADVISED
FHC THAT IT HAS THE SOLE AND EXCLUSIVE RIGHT TO CLAIM THE COPYRIGHT PROTECTION
WITH RESPECT TO ALL OF ITS PACKAGE INSERTS AND OTHER SUPPORTING MATERIALS
INCLUDED WITH THE PRODUCTS, AND FHC SHALL TAKE NO
21
action which is in any way inconsistent with Biosite's claim of copyright
protection that it expects to make with respect to such materials.
(B)
IN ORDER TO PROTECT AGAINST INFRINGEMENT OF
BIOSITE'S COPYRIGHT THROUGH UNAUTHORIZED REPRODUCTION OR DUPLICATION OF ITS
COPYRIGHTED MATERIALS, SUCH MATERIALS INCLUDED WITH THE UNITS OF PRODUCTS SOLD
BY BIOSITE TO FHC SHALL BEAR APPROPRIATE COPYRIGHT MARKINGS.
NOTHING CONTAINED
IN THIS SECTION 8 SHALL PROHIBIT FHC FROM COPYING AND DISTRIBUTING TO ITS SALES
REPRESENTATIVES PRODUCT ADVERTISING, LITERATURE AND OTHER MATERIALS PREPARED BY
OR ON BEHALF OF BIOSITE FOR THE PURPOSE OF FULFILLING FHC'S OBLIGATIONS UNDER
THIS AGREEMENT.
(C)
EITHER PARTY SHALL PROMPTLY NOTIFY THE
OTHER IN WRITING OF ANY INFRINGEMENTS, WHETHER WITHIN OR WITHOUT THE TERRITORY,
OF ANY OF BIOSITE'S COPYRIGHTS WHICH COME TO THE ATTENTION OF SUCH PARTY.
FHC
SHALL, AT
THE REQUEST OF BIOSITE, PROVIDE BIOSITE WITH ALL REASONABLE
ASSISTANCE IN INITIATING AND PROSECUTING ANY LEGAL ACTION AGAINST ANY INFRINGER
OF BIOSITE'S COPYRIGHTS WITHIN THE TERRITORY; PROVIDED, HOWEVER, THAT ALL COSTS
INCURRED IN CONNECTION WITH ANY SUCH COPYRIGHT INFRINGEMENT ACTION SHALL BE
BORNE SOLELY BY BIOSITE.
9.
TRADE SECRETS AND CONFIDENTIAL
INFORMATION.
(A)
FHC MAY RECEIVE VARIOUS TRADE SECRETS OF
BIOSITE AND OTHER INFORMATION OF BIOSITE (AND IN EACH SUCH INSTANCE, AT THE TIME
OF DISCLOSURE TO FHC, BIOSITE SHALL PROVIDE FHC WITH WRITTEN NOTICE THAT BIOSITE
CONSIDERS SUCH INFORMATION TO BE A TRADE SECRET OR OTHERWISE CONFIDENTIAL) OF A
CONFIDENTIAL NATURE (INCLUDING BUT NOT LIMITED TO SPECIFIC TECHNICAL INFORMATION
CONCERNING THE PRODUCTS).
FHC AGREES THAT IT WILL NOT DISCLOSE TO ANYONE,
DIRECTLY OR INDIRECTLY, ANY OF SUCH CONFIDENTIAL INFORMATION, OR USE SUCH
CONFIDENTIAL INFORMATION OTHER THAN AS REASONABLY REQUIRED IN THE COURSE OF ITS
PERFORMANCE OF ITS OBLIGATIONS AND THE EXERCISE OF ITS RIGHTS UNDER THIS
AGREEMENT.
NOTWITHSTANDING THE FOREGOING, FHC MAY DISCLOSE SUCH