LITIGATION OR OTHERWISE, OR
FURTHER ITS TITLE TO ANY OF NUVASIVE'S CONFIDENTIAL INFORMATION.
(C)
BTC'S CONFIDENTIAL INFORMATION.
(I)
NUVASIVE HEREBY CONFIRMS THAT BTC HAS AND SHALL RETAIN THE SOLE
RIGHT, TITLE AND INTEREST IN AND TO BTC'S CONFIDENTIAL INFORMATION.
SUBJECT TO
THE CONDITIONS, RESTRICTIONS AND OBLIGATIONS CONTAINED IN THIS AGREEMENT, BTC
HEREBY GRANTS TO NUVASIVE A LIMITED, NON-EXCLUSIVE, WORLDWIDE, ROYALTY FREE
LICENSE TO USE BTC'S CONFIDENTIAL INFORMATION SOLELY FOR THE PURPOSES OF
EXERCISING NUVASIVE'S RIGHTS AND PERFORMING NUVASIVE'S OBLIGATIONS UNDER THIS
AGREEMENT AND USING THE TISSUES FOR THEIR INTENDED PURPOSE.
NO OTHER RIGHTS OR
LICENSES ARE GRANTED BY BTC TO NUVASIVE RELATING TO BTC'S CONFIDENTIAL
INFORMATION OR ANY OTHER PROPRIETARY RIGHTS OF BTC.
UPON THE TERMINATION OR
EXPIRATION OF THIS AGREEMENT, THE LICENSES GRANTED HEREIN BY BTC SHALL
10
TERMINATE, AND NUVASIVE SHALL CEASE ALL FURTHER USE OF BTC'S CONFIDENTIAL
INFORMATION OR ANY OTHER PROPRIETARY RIGHTS OF BTC EXCEPT WITH RESPECT TO
TISSUES THAT CONFORM TO THE SPECIFICATIONS AND WHICH WERE BEING HELD BY NUVASIVE
IN ITS INVENTORY AT THE TIME OF TERMINATION.
SUCH INVENTORY MAY BE SOLD BY
NUVASIVE AFTER THE EXPIRATION OF THIS AGREEMENT IN THE ORDINARY COURSE OF ITS
BUSINESS.
(II)
NUVASIVE SHALL MAINTAIN BTC'S CONFIDENTIAL INFORMATION IN
CONFIDENCE AND WILL NOT DISCLOSE IT TO ANY PERSON OR ENTITY NOT A PARTY HERETO
OR USE SAME FOR ITS BENEFIT OR THE BENEFIT OF ANY PERSON OR ENTITY OTHER THAN
BTC.
NUVASIVE SHALL MAINTAIN COMPLETE AND ACCURATE WRITTEN RECORDS OF BTC'S
CONFIDENTIAL INFORMATION, MARK THE SAME WITH SUCH LEGENDS AS BTC MAY REASONABLY
DIRECT, AND PROMPTLY DELIVER THE SAME TO BTC UPON WRITTEN REQUEST UPON THE
EXPIRATION OR TERMINATION HEREOF OR AT SUCH OTHER TIMES AS BTC MAY REQUEST,
EXCEPT THAT IN ANY SUCH EVENT, COUNSEL FOR NUVASIVE MAY RETAIN ONE COPY THEREOF
SOLELY FOR USE SHOULD ANY DISPUTE BETWEEN THE PARTIES ARISE.
IN ADDITION, BOTH
DURING THE TERM AND AFTER THE EXPIRATION OR TERMINATION OF THIS AGREEMENT,
NUVASIVE SHALL TAKE SUCH OTHER REASONABLE ACTIONS AS BTC MAY REQUEST TO ENABLE
BTC TO PUBLISH, PROTECT BY LITIGATION OR OTHERWISE, OR FURTHER ITS TITLE TO ANY
OF BTC'S CONFIDENTIAL INFORMATION.
(D)
INTELLECTUAL PROPERTY.
BTC WARRANTS THAT ALL RIGHT, TITLE AND
INTEREST TO ANY INTELLECTUAL PROPERTY DEVELOPED DURING THE TERM OF THIS
AGREEMENT WHICH RELATES IN ANY MANNER TO ALLOGRAFT PROCESSING, MANUFACTURE,
AND/OR PACKAGING (WHETHER DEVELOPED IN WHOLE OR IN PART, INDEPENDENTLY, JOINTLY
WITH OTHERS, OR IN CONJUNCTION WITH NUVASIVE) ("INTELLECTUAL PROPERTY") SHALL BE
OWNED IN ITS ENTIRETY BY NUVASIVE.
BTC AGREES TO PROMPTLY AND FULLY DISCLOSE
AND ASSIGN TO NUVASIVE ALL INVENTIONS MADE BY BTC RESULTING FROM OR ARISING OUT
OF BTC'S SERVICES HEREUNDER, AND BTC WILL, IF NUVASIVE SHALL SO REQUEST, ASSIST
IN EVERY PROPER WAY (AT THE EXPENSE OF NUVASIVE) TO OBTAIN FOR THE BENEFIT OF
NUVASIVE PATENTS ON SUCH INVENTIONS IN ANY AND ALL COUNTRIES, AT NUVASIVE'S
DISCRETION); ALL SUCH INVENTIONS AND RESULTING INTELLECTUAL PROPERTY TO BE AND
REMAIN THE SOLE PROPERTY OF NUVASIVE WHETHER OR NOT DISCLOSED, ASSIGNED OR
PATENTED.
BTC AGREES THAT ANY