under the current United
States - Ireland Tax Treaty (the "Tax Treaty"), Chiron has no obligation to
withhold any amounts on account of taxes from any payment by Chiron to Cubist
under this Article 7.
(b)
[*] to Cubist under this Article 7 [*] shall at its sole
discretion either (i) [*], or (ii) [*] to the extent of any [*].
(c)
[*] to Cubist [*] shall at its sole discretion either (i) [*], or
(ii) [*] to the extent of any [*].
7.9.
FOREIGN EXCHANGE.
FOR THE PURPOSE OF COMPUTING THE NET SALES FOR LICENSED
PRODUCTS SOLD IN A CURRENCY OTHER THAN DOLLARS, SUCH CURRENCY SHALL BE CONVERTED
INTO DOLLARS USING THE AVERAGE MONTHLY RATE OF EXCHANGE FOR THE MONTH IN WHICH
SUCH CURRENCIES ARE RECEIVED, AS AT 12:00 P.M. NEW YORK TIME FOR THE FEDERAL
RESERVE BANK OF NEW YORK (BLOOMBERG PAGE USCF INDEX).
7.10.
LATE PAYMENTS.
ANY AMOUNTS NOT PAID BY CHIRON WHEN DUE UNDER THIS
AGREEMENT SHALL BE SUBJECT TO INTEREST FROM AND INCLUDING THE DATE PAYMENT IS
DUE THROUGH AND INCLUDING THE DATE UPON WHICH CHIRON HAS MADE A WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FUNDS INTO AN ACCOUNT DESIGNATED BY CUBIST AT A RATE EQUAL
TO [*] QUOTED IN THE MONEY RATES SECTION OF THE WALL STREET JOURNAL (NEW YORK
EDITION) CALCULATED DAILY ON THE BASIS OF A 365-DAY YEAR, OR SIMILAR REPUTABLE
DATA SOURCE, OR, IF LOWER, THE HIGHEST RATE PERMITTED UNDER APPLICABLE LAW.
7.11.
EXPORTS OF LICENSED PRODUCT FROM THE TERRITORY; [*]
IN THE EVENT THAT
CUBIST PROVIDES TO CHIRON WRITTEN EVIDENCE THAT LICENSED PRODUCTS SOLD IN ANY
COUNTRY IN THE TERRITORY BY CHIRON ARE BEING EXPORTED FROM SUCH COUNTRY AND
IMPORTED INTO A COUNTRY OUTSIDE THE TERRITORY, AND THAT SUCH EXPORT OF LICENSED
PRODUCT HAS HAD A MATERIAL ADVERSE EFFECT ON THE SALES BY CUBIST OR AN OTHER
LICENSEE OF LICENSED PRODUCT IN SUCH COUNTRY OUTSIDE THE TERRITORY, THEN CHIRON
SHALL USE COMMERCIALLY REASONABLE EFFORTS TO EMPLOY SUCH REMEDIES AS ARE
AVAILABLE TO CHIRON UNDER APPLICABLE LAWS IN THE TERRITORY TO PREVENT THE
CONTINUED EXPORT OF LICENSED PRODUCT FROM THE COUNTRY IN THE TERRITORY TO SUCH
COUNTRY OUTSIDE OF THE TERRITORY.
IN THE EVENT THAT CHIRON IS IN BREACH OF ITS
OBLIGATIONS UNDER THIS SECTION 7.11, THE [*] UNTIL SUCH TIME AS CHIRON SHALL
HAVE PROVIDED TO CUBIST AND IMPLEMENTED A PLAN TO REMEDY THE SITUATION.
ARTICLE 8.
INTELLECTUAL PROPERTY
8.1.
OWNERSHIP OF INVENTIONS.
SUBJECT TO THE LICENSES GRANTED BY EITHER PARTY
TO THE OTHER PARTY PURSUANT TO THIS AGREEMENT, THE ENTIRE RIGHT, TITLE AND
INTEREST IN AND TO ALL DISCOVERIES, IMPROVEMENTS, PROCESSES, FORMULAS, DATA,
INVENTIONS, ENHANCEMENTS, KNOW-HOW AND TRADE SECRETS, PATENTABLE OR OTHERWISE,
THAT ARISE FROM ACTIVITIES PERFORMED UNDER OR PURSUANT TO THIS AGREEMENT OR THE
SUPPLY AGREEMENT AND THAT WERE OR ARE DEVELOPED OR INVENTED:
* CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED WITH THE
COMMISSION
47
(a)
solely by employees of Cubist ("Cubist Inventions") shall be owned
solely by Cubist;
(b)
solely by employees of