STOCK EXCHANGE OR ANY OTHER STOCK
EXCHANGE OR GOVERNMENTAL AGENCY, AS THE CASE MAY BE, AND PROVIDED FURTHER THAT
THE PARTIES WILL USE THEIR REASONABLE EFFORTS TO FILE REDACTED VERSIONS WITH ANY
GOVERNING BODIES WHICH ARE CONSISTENT WITH REDACTED VERSIONS PREVIOUSLY FILED
WITH ANY OTHER GOVERNING BODIES. OTHER THAN SUCH OBLIGATION, NEITHER PARTY (OR
ITS AFFILIATES) WILL BE OBLIGATED TO CONSULT WITH OR OBTAIN APPROVAL FROM THE
OTHER PARTY WITH RESPECT TO ANY FILINGS TO THE SEC, THE NASDAQ STOCK EXCHANGE OR
ANY OTHER STOCK EXCHANGE OR GOVERNMENTAL AGENCY.
11.7.
PUBLICATION OF THE PRODUCT INFORMATION. AT LEAST THIRTY (30)
DAYS PRIOR TO PUBLISHING, PUBLICLY PRESENTING, AND/OR SUBMITTING FOR WRITTEN OR
ORAL PUBLICATION A MANUSCRIPT, ABSTRACT OR THE LIKE THAT INCLUDES DEVELOPMENT
DATA OR OTHER INFORMATION RELATING TO THE PRODUCT SUPPLIED OR GENERATED BY GSK
UNDER THIS AGREEMENT THAT HAS NOT BEEN PREVIOUSLY PUBLISHED, GSK SHALL PROVIDE
TO SEPRACOR A DRAFT COPY THEREOF FOR ITS REVIEW AND APPROVAL (UNLESS GSK IS
REQUIRED BY LAW TO PUBLISH SUCH INFORMATION SOONER). IN ADDITION, GSK SHALL, AT
THE REQUEST OF SEPRACOR, REMOVE THEREFROM ANY CONFIDENTIAL INFORMATION OF
SEPRACOR (OTHER THAN DEVELOPMENT DATA), EXCEPT GSK SHALL HAVE THE RIGHT TO
PUBLICLY DISCLOSE ANY INFORMATION, INCLUDING CONFIDENTIAL INFORMATION,
PERTAINING TO SAFETY OF THE PRODUCT THAT GSK HAS BEEN ADVISED BY ITS LEGAL
COUNSEL TO DISCLOSE. FOR THE AVOIDANCE OF DOUBT, AND WITHOUT LIMITING IN ANY WAY
THE ABOVE, GSK MAY POST SUMMARIES ON THE GSK CLINICAL TRIAL REGISTER OF THE
RESULTS OF ANY CLINICAL TRIALS CONDUCTED WITH RESPECT TO THE PRODUCT PURSUANT TO
THIS AGREEMENT WITHOUT FURTHER APPROVAL FROM SEPRACOR.
11.8.
PRIOR NON-DISCLOSURE AGREEMENTS. AS OF THE EFFECTIVE DATE OF
THIS AGREEMENT, THE TERMS OF THIS ARTICLE XI SHALL SUPERSEDE ANY PRIOR
NON-DISCLOSURE, SECRECY OR CONFIDENTIALITY AGREEMENT BETWEEN THE PARTIES (OR
THEIR AFFILIATES) DEALING WITH THE SUBJECT OF THIS
CONFIDENTIAL
AGREEMENT, INCLUDING WITHOUT LIMITATION THE CONFIDENTIALITY AGREEMENT. ANY
INFORMATION DISCLOSED UNDER SUCH PRIOR AGREEMENTS SHALL BE DEEMED DISCLOSED
UNDER THIS AGREEMENT.
ARTICLE XII.
PATENT PROSECUTION AND ENFORCEMENT
12.1.
OWNERSHIP OF INTELLECTUAL PROPERTY.
(A)
SUBJECT TO THE LICENSES GRANTED TO GSK PURSUANT TO SECTION 2,
SEPRACOR HAS, AND SHALL RETAIN ALL RIGHT, TITLE AND INTEREST IN AND TO, THE
SEPRACOR TECHNOLOGY (INCLUDING WITHOUT LIMITATION THE SEPRACOR PATENTS AND
SEPRACOR KNOW-HOW).
(B)
SUBJECT TO SECTION 12.1(C) BELOW, EACH PARTY SHALL HAVE AND RETAIN
ALL RIGHT, TITLE AND INTEREST IN ALL INVENTIONS, DISCOVERIES AND KNOW-HOW WHICH
ARE MADE, CONCEIVED, REDUCED TO PRACTICE OR GENERATED BY ITS EMPLOYEES, AGENTS
OR OTHER PERSONS ACTING UNDER ITS AUTHORITY IN THE COURSE OF OR AS A RESULT OF
THIS AGREEMENT.
(C)
SEPRACOR SHALL SOLELY OWN ALL RIGHT, TITLE AND INTEREST IN AND TO
ANY NON-SEVERABLE IMPROVEMENTS. GSK SHALL PROMPTLY DISCLOSE TO SEPRACOR ANY AND
ALL NON-SEVERABLE IMPROVEMENTS CONCEIVED OR REDUCED TO PRACTICE BY GSK, ITS
AFFILIATES AND SUBLICENSEES, OR ANY OF ITS OR THEIR OFFICERS, DIRECTORS,
EMPLOYEES, CONSULTANTS OR OTHER PERSONNEL IN THE PERFORMANCE OF THE
DEVELOPMENTAL STUDIES. ALL NON-SEVERABLE IMPROVEMENTS SHALL BE THE EXCLUSIVE
PROPERTY OF SEPRACOR AND GSK SHALL TAKE,