ALL PATENTS, TRADEMARKS, LOGOS,
SERVICE MARKS, TRADE NAMES, DOMAIN NAMES, REGISTERED COPYRIGHTS, INTELLECTUAL
PROPERTY LICENSES FROM THIRD PARTIES, AND REGISTERED DESIGNS (INCLUDING ANY
APPLICATIONS FOR ANY OF THE FOREGOING) THAT ARE OWNED OR USED BY SANSROSA
("INTELLECTUAL PROPERTY"), TOGETHER WITH THE JURISDICTION WHERE SUCH
INTELLECTUAL PROPERTY HAS BEEN REGISTERED, FILED OR ISSUED, AND DETAILS OF ANY
JOINT OR CO-OWNERS, IF ANY, OF SUCH INTELLECTUAL PROPERTY.
EXCEPT AS NOTED ON
SCHEDULE 6(M), SANSROSA HOLDS THE INTELLECTUAL PROPERTY FREE AND CLEAR OF ALL
RESTRICTIONS, LIENS, OPTIONS, PLEDGES, CLAIMS, SECURITY INTEREST, OTHER
ENCUMBRANCES OF ANY KIND AND ALL OTHER THIRD PARTY INTERESTS KNOWN TO IT OR TO
THE SHAREHOLDERS.
SANSROSA HAS NOT ENTERED INTO ANY LICENSES, ASSIGNMENTS AND
OTHER TRANSFERS OF RIGHTS OR INTERESTS (INCLUDING ANY COVENANTS NOT TO ASSERTS
RIGHTS) IN OR IN CONNECTION ANY OF THE INTELLECTUAL PROPERTY.
NONE OF THE
INTELLECTUAL PROPERTY IS SUBJECT TO TERMINATION OR CANCELLATION OR CHANGE IN ITS
TERMS OR PROVISIONS AS A RESULT OF THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
(N)
PATENT APPLICATIONS.
SANSROSA HAS USED
REASONABLE EFFORTS TO ENSURE THAT THE PATENT APPLICATIONS FILED AS OF THE DATE
OF THIS AGREEMENT INCLUDE TRUE, COMPLETE AND CORRECT DESCRIPTIONS OF THE
INVENTIONS THEY DESCRIBE IN ALL MATERIAL RESPECTS, HAVE BEEN TIMELY FILED AND
COMPLY WITH THE PROCEDURAL REQUIREMENTS OF THE RELEVANT PATENT OFFICES WITH
RESPECT TO SUCH APPLICATIONS.
SANSROSA HAS USED REASONABLE EFFORTS TO COMPLY
WITH ITS DUTY OF CANDOR AND DISCLOSURE TO THE UNITED STATES PATENT AND TRADEMARK
OFFICE WITH RESPECT TO SUCH PATENT APPLICATIONS
(O)
INVENTION ASSIGNMENTS.
EACH EMPLOYEE,
INDEPENDENT CONTRACTOR, SHAREHOLDER, CONSULTANT OR OTHER PERSON WHO HAS BEEN
INVOLVED IN THE DISCOVERY OR DEVELOPMENT OF THE INTELLECTUAL PROPERTY HAS
EXECUTED VALID AND BINDING WRITTEN AGREEMENTS EXPRESSLY ASSIGNING TO SANSROSA
ALL RIGHT, TITLE AND INTEREST IN ANY INVENTIONS AND WORKS OF AUTHORSHIP, WHETHER
OR NOT PATENTABLE, THAT WERE INVENTED, CREATED, DEVELOPED, CONCEIVED AND/OR
REDUCED TO PRACTICE DURING THE TERM OF SUCH PERSON'S RELATIONSHIP WITH SANSROSA,
AND ALL INTELLECTUAL PROPERTY RIGHTS THEREIN.
ALL SUCH AGREEMENTS ARE LISTED ON
SCHEDULE 6(O).
WITHOUT LIMITING THE FOREGOING, THE INVENTION ASSIGNMENTS OF 15
FEBRUARY 2005 AND 15 JULY 2005 BETWEEN SANSROSA AND JACK DEJOVIN AND THOMAS M.
ROSSI, AND THAT OF 15 JULY 2005 BETWEEN JACK
17
DEJOVIN AND SANSROSA, ARE VALID AND IN FULL FORCE AND EFFECT, AND COVER ALL
INVENTIONS MADE BY EMPLOYEES OR CONSULTANTS OF SANSROSA AND RELEVANT TO THE USE
OF ALPHA AGONISTS FOR THE TREATMENT OF INFLAMMATORY SKIN DISORDERS, INCLUDING
BUT NOT LIMITED TO THE PREVENTION OR TREATMENT OF ROSACEA OR ANY SYMPTOM
ASSOCIATED THEREWITH.
(P)
CONFIDENTIALITY AGREEMENTS.
SCHEDULE 6(P)
INCLUDES A FULL AND COMPLETE LIST OF ALL THE CONFIDENTIALITY AGREEMENTS ENTERED
INTO BY SANSROSA WITH ANY PERSON OR ENTITY, AND ACCURATELY IDENTIFIES THE NAME,
ADDRESS AND OCCUPATION OF THE OTHER PARTY TO EACH AGREEMENT AND THE FIELD OF
DISCLOSURE TO WHICH EACH AGREEMENT RELATES.
TO THE ACTUAL KNOWLEDGE OF THE
SHAREHOLDERS, THE OTHER PARTY'S OBLIGATIONS OF NON-USE AND NON-DISCLOSURE UNDER
SUCH AGREEMENTS ARE IN FULL FORCE AND EFFECT.
TO