PRESS RELEASES, MAKE INVESTOR AND OTHER PUBLIC PRESENTATIONS AND POST
CONTENT ON ITS WEBSITE FROM TIME TO TIME REGARDING THE EXISTENCE AND TERMS OF
THIS AGREEMENT AND PROGRESS REGARDING THE DEVELOPMENT, MANUFACTURE AND
COMMERCIALIZATION OF LEAD SCAFFOLDS (INCLUDING THE IDENTITY OF ANY PERMITTED
SUBCONTRACTORS UNDER THIS AGREEMENT), TO THE EXTENT DEEMED APPROPRIATE FOR
PURPOSES OF INVESTOR RELATIONS IN ITS CAPACITY AS A PUBLICLY TRADED COMPANY AND
COMPLIANCE WITH SECURITIES LAWS AND REGULATIONS.
5.5
EQUITABLE RELIEF.
RECIPIENT AGREES THAT ANY VIOLATION OR
THREATENED VIOLATION OF THIS ARTICLE 5 MAY CAUSE IRREPARABLE INJURY TO
DISCLOSER, ENTITLING DISCLOSER TO SEEK TO OBTAIN INJUNCTIVE RELIEF IN ADDITION
TO ALL LEGAL REMEDIES WITHOUT SHOWING OR PROVING ANY ACTUAL DAMAGE AND WITHOUT
ANY BOND REQUIRED TO BE POSTED.
5.6
RETURN OF CONFIDENTIAL INFORMATION.
UPON EXPIRATION OR
TERMINATION OF THIS AGREEMENT, OR UPON WRITTEN REQUEST, EACH PARTY WILL PROMPTLY
RETURN TO THE OTHER PARTY, OR UPON WRITTEN REQUEST OF SUCH OTHER PARTY DESTROY,
ALL MATERIALS CONTAINING SUCH OTHER PARTY'S CONFIDENTIAL INFORMATION, PROVIDED,
HOWEVER, THAT THE RECIPIENT MAY RETAIN IN CONFIDENCE (A) ONE ARCHIVAL COPY OF
THE CONFIDENTIAL INFORMATION OF THE DISCLOSER IN ITS LEGAL FILES SOLELY TO
PERMIT THE RECIPIENT TO DETERMINE COMPLIANCE WITH THIS AGREEMENT AND (B) ANY
PORTION OF THE CONFIDENTIAL INFORMATION OF THE DISCLOSER WHICH THE RECIPIENT IS
REQUIRED BY APPLICABLE LAW OR REGULATION TO RETAIN.
NOTWITHSTANDING THE RETURN
OR DESTRUCTION OF THE MATERIALS DESCRIBED ABOVE, THE PARTIES WILL CONTINUE TO BE
SUBJECT TO THE TERMS OF THIS SECTION 5.
6.
INTELLECTUAL PROPERTY.
6.1
BACKGROUND INTELLECTUAL PROPERTY.
ALL INVENTIONS, KNOW-HOW,
DATA, DISCOVERIES AND PROPRIETARY INFORMATION, INCLUDING ALL INTELLECTUAL
PROPERTY RIGHTS IN THE FOREGOING, OWNED OR CONTROLLED BY A PARTY AS OF
IMMEDIATELY PRIOR TO THE EFFECTIVE DATE ARE AND WILL REMAIN THE SOLE PROPERTY OF
SUCH PARTY.
6.2
INVENTIONS OWNED BY ONTOCHEM.
ONTOCHEM WILL OWN, AND ANIXA
HEREBY ASSIGNS TO ONTOCHEM, ALL RIGHT, TITLE AND INTEREST IN AND TO ALL
INVENTIONS DIRECTED TO (A) ANY METHODS OF GENERATING OR SCREENING COMPOUND
LIBRARIES AND (B) THE REJECTED HIT COMPOUNDS (INCLUDING THE COMPOSITION, USE OR
MANUFACTURE THEREOF), IN THE CASE OF THIS CLAUSE (B), EFFECTIVE AS OF THE
SELECTION DEADLINE (COLLECTIVELY (CLAUSES (A) AND (B)), "ONTOCHEM INVENTIONS").
AS BETWEEN THE PARTIES, ONTOCHEM WILL EXCLUSIVELY CONTROL THE FILING,
PROSECUTION, MAINTENANCE AND ENFORCEMENT OF ANY PATENTS AND PATENT APPLICATIONS
CLAIMING ONTOCHEM INVENTIONS.
7
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6.3
INVENTIONS OWNED BY ANIXA.
ANIXA WILL OWN, AND ONTOCHEM
HEREBY ASSIGNS TO ANIXA, ALL RIGHT, TITLE AND INTEREST IN AND TO ALL INVENTIONS
OTHER THAN ONTOCHEM INVENTIONS, INCLUDING, FOR CLARITY, INVENTIONS DIRECTED TO
THE LEAD SCAFFOLD(S) (INCLUDING THE COMPOSITION, USE OR MANUFACTURE THEREOF)
(COLLECTIVELY, "ANIXA INVENTIONS").
AS BETWEEN THE PARTIES, ANIXA WILL
EXCLUSIVELY CONTROL THE FILING, PROSECUTION, MAINTENANCE AND ENFORCEMENT OF ANY
PATENTS AND PATENT APPLICATIONS CLAIMING ANIXA INVENTIONS.
6.4
LICENSE GRANT.
ONTOCHEM HEREBY GRANTS TO ANIXA A
NON-EXCLUSIVE, FULLY PAID-UP, ROYALTY-FREE, PERPETUAL, IRREVOCABLE,
TRANSFERABLE, WORLDWIDE LICENSE (WITH THE RIGHT TO GRANT AND AUTHORIZE
SUBLICENSES THROUGH MULTIPLE TIERS) UNDER ANY PATENTS WHICH ONTOCHEM OR ANY OF
ITS AFFILIATES OWN OR CONTROL DURING THE