THIS AGREEMENT CONTAINED IN THE PROPOSED FILING HAS BEEN INCLUDED
IN ANY PREVIOUS FILING MADE BY THE EITHER PARTY HEREUNDER OR OTHERWISE APPROVED
BY THE OTHER PARTY.
SECTION 7.5
TERMS OF AGREEMENT.
THE EXISTENCE AND THE TERMS AND
CONDITIONS OF THE AGREEMENT THAT THE PARTIES HAVE NOT SPECIFICALLY AGREED TO
DISCLOSE PURSUANT TO ARTICLE 6 OR SECTION 7.4 SHALL BE CONSIDERED CONFIDENTIAL
INFORMATION OF BOTH PARTIES.
EITHER PARTY MAY DISCLOSE SUCH TERMS TO A BONA
FIDE POTENTIAL LICENSEE, INVESTOR, INVESTMENT BANKER, ACQUIRER, MERGER PARTNER
OR OTHER POTENTIAL FINANCIAL PARTNER, AND THEIR ATTORNEYS AND AGENTS, PROVIDED
THAT EACH SUCH PERSON TO WHOM SUCH INFORMATION IS TO BE DISCLOSED IS INFORMED OF
THE CONFIDENTIAL NATURE OF SUCH INFORMATION AND HAS ENTERED INTO A WRITTEN
AGREEMENT WITH THE PARTY REQUIRING SUCH PERSON TO KEEP SUCH INFORMATION
CONFIDENTIAL.
SECTION 7.6
INJUNCTIVE RELIEF.
THE PARTIES HERETO UNDERSTAND AND
AGREE THAT REMEDIES AT LAW MAY BE INADEQUATE TO PROTECT AGAINST ANY BREACH OF
ANY OF THE PROVISIONS OF THIS ARTICLE 7 BY EITHER PARTY OR THEIR EMPLOYEES,
AGENTS, OFFICERS OR DIRECTORS OR ANY OTHER PERSON ACTING IN CONCERT WITH IT OR
ON ITS BEHALF.
ACCORDINGLY, EACH PARTY SHALL BE ENTITLED TO SEEK INJUNCTIVE
RELIEF BY A COURT OF COMPETENT JURISDICTION AGAINST ANY ACTION THAT CONSTITUTES
ANY SUCH BREACH OF THIS ARTICLE 7.
ARTICLE 8 -
PATENTS
SECTION 8.1
OWNERSHIP OF INVENTIONS AND PATENTS.
(A)
TITLE TO INVENTIONS, DISCOVERIES, IMPROVEMENTS AND OTHER
TECHNOLOGY, WHETHER OR NOT PATENTABLE, CONCEIVED, MADE OR REDUCED TO PRACTICE IN
THE PERFORMANCE OF THE RESEARCH PROGRAM UNDER THIS AGREEMENT (COLLECTIVELY, THE
"PROGRAM INVENTIONS") AND ANY PATENTS CLAIMING SUCH PROGRAM INVENTIONS ("PROGRAM
PATENT RIGHTS"), ARE RETAINED BY THE PARTY THAT IS THE EMPLOYER OF THE INVENTOR
(OR, IN THE CASE OF CONSULTANTS AND (SUB)CONTRACTORS, THE PARTY FOR WHICH THE
CONSULTANT OR (SUB)CONTRACTOR IS PROVIDING ITS SERVICES).
THE PARTIES AGREE
THAT THE UNITED STATES FEDERAL PATENT LAW ON INVENTORSHIP SHALL DETERMINE THE
INVENTORSHIP OF ANY INVENTION AND THE NAMES OF THE INVENTORS ON ANY PATENT
FILINGS, WHETHER SOLE OR JOINT INVENTIONS, WHICH ARISE IN CONNECTION WITH
ACTIVITIES CONDUCTED PURSUANT TO THIS AGREEMENT.
BMS SHALL OWN PROGRAM
INVENTIONS INVENTED SOLELY BY EMPLOYEES, CONSULTANTS AND/OR (SUB)CONTRACTORS OF
BMS (THE "BMS INVENTIONS") AND ANY PATENTS CLAIMING SUCH PROGRAM INVENTIONS (THE
"BMS PROGRAM PATENT RIGHTS").
ISIS SHALL OWN PROGRAM INVENTIONS INVENTED SOLELY
BY EMPLOYEES, CONSULTANTS AND/OR (SUB)CONTRACTORS OF ISIS (THE "ISIS
INVENTIONS") AND ANY PATENTS CLAIMING SUCH PROGRAM
25
INVENTIONS (THE "ISIS PROGRAM PATENT RIGHTS").
ISIS AND BMS SHALL OWN JOINTLY
SUCH PROGRAM INVENTIONS INVENTED JOINTLY BY EMPLOYEES, CONSULTANTS AND/OR
(SUB)CONTRACTORS OF ISIS AND BMS (THE "JOINT INVENTIONS") AND ANY PATENTS
CLAIMING SUCH PROGRAM INVENTIONS (THE "JOINT PATENTS").
ISIS SHALL PROMPTLY
DISCLOSE TO BMS ANY SUCH ISIS INVENTION OR JOINT INVENTION, AND BMS SHALL
PROMPTLY DISCLOSE TO ISIS ANY BMS INVENTION OR JOINT INVENTION, ARISING FROM OR
MADE IN THE PERFORMANCE OF THE RESEARCH PROGRAM AND ANY PATENT OR PATENT
APPLICATION CLAIMING SUCH PROGRAM INVENTION.
(B)
THIS AGREEMENT SHALL BE UNDERSTOOD TO BE A JOINT RESEARCH
AGREEMENT TO