CHOSEN BY ONE PARTY.
6.4.
BRANDING, TRADEMARKS AND NON-PROPRIETARY NAMES.
6.4.1.
PRODUCTS LABELING.
CEPHEID SOURCED PRODUCTS WILL BE LABELED AS
CEPHEID PRODUCTS DEVELOPED BY AND UNDER LICENSE FROM IDI FOR USE WITH THE
GENEXPERT INSTRUMENT. ALL REPRESENTATIONS OF IDI'S MARKS THAT CEPHEID INTENDS TO
APPLY IN THE LABELING WILL FIRST BE SUBMITTED TO IDI FOR WRITTEN APPROVAL (WHICH
WILL NOT BE UNREASONABLY WITHHELD OR DELAYED) OF DESIGN, COLOR AND OTHER
DETAILS.
6.4.2.
TRADEMARK LICENSES.
IDI HEREBY GRANTS TO CEPHEID A NON-EXCLUSIVE
RIGHT AND RESTRICTED LICENSE TO USE THE MARKS, TRADE NAMES (INCLUDING WITHOUT
LIMITATION "IDI") AND LOGOS (COLLECTIVELY, "MARKS") THAT IDI MAY EMPLOY FROM
TIME TO TIME WITH RESPECT TO THE CEPHEID SOURCED PRODUCTS IN CONNECTION WITH
CEPHEID'S DISTRIBUTION OF CEPHEID SOURCED PRODUCTS.
EXCEPT AS SET FORTH IN THIS
SECTION 6.4, NOTHING CONTAINED IN THIS AGREEMENT WILL GRANT TO CEPHEID ANY
RIGHT, TITLE OR INTEREST IN IDI'S MARKS. CEPHEID ACKNOWLEDGES AND AGREES THAT
IDI OWNS THE IDI MARKS AND THAT ANY AND ALL GOODWILL AND OTHER PROPRIETARY
RIGHTS THAT ARE CREATED BY OR THAT RESULT FROM CEPHEID'S USE OF AN IDI MARK
HEREUNDER INURE SOLELY TO THE BENEFIT OF IDI.
IDI HEREBY AGREES TO DEFEND AND
INDEMNIFY CEPHEID AND TO HOLD IT HARMLESS AGAINST CLAIMS BY A THIRD PARTY THAT
THE USE BY CEPHEID OF IDI'S MARKS IN A MANNER EXPRESSLY AUTHORIZED BY IDI IN
WRITING INFRINGES INTELLECTUAL PROPERTY RIGHTS OF SUCH THIRD PARTY.
6.5.
RESERVED RIGHTS.
NO LICENSE OR OTHER RIGHT IS GRANTED OR IS TO BE
CONSTRUED AS BEING GRANTED HEREUNDER BY ONE PARTY TO THE OTHER PARTY, WHETHER
IMPLIED, OR BY ESTOPPEL, TO ANY INTELLECTUAL PROPERTY RIGHTS, OR TO TRADEMARK,
TRADE DRESS, OR SERVICE MARK RIGHTS, OR ANY OTHER INTELLECTUAL PROPERTY RIGHTS,
OWNED, USED, LICENSED TO, OR OTHERWISE CONTROLLED BY, A PARTY, EXCEPT AS
EXPRESSLY SET FORTH HEREIN.
7.
ROYALTIES TO THIRD PARTIES
7.1.
ROYALTY PAYMENTS TO THIRD PARTIES.
CEPHEID SHALL BE RESPONSIBLE
FOR PAYMENT OF ROYALTIES TO ANY THIRD PARTIES WITH RESPECT THIRD PARTY
INTELLECTUAL PROPERTY REQUIRED FOR THE MANUFACTURE, USE, OR SALE OF CEPHEID
SOURCED PRODUCTS.
The symbol [***] is used to indicate that a portion of the exhibit has been
omitted and filed seperately with the commission.
Confidential treatment has
been requested with respect to the omitted portion.
6
8.
CONFIDENTIALITY
8.1.
NON-DISCLOSURE; NON-USE.
BECAUSE CEPHEID AND IDI WILL BE
COOPERATING WITH EACH OTHER UNDER THIS AGREEMENT, EACH HAS AND MAY REVEAL
CONFIDENTIAL INFORMATION TO THE OTHER.
THE PARTIES AGREE, BY USING THE SAME
DEGREE OF CARE AS EACH USES FOR ITS OWN INFORMATION OF LIKE IMPORTANCE, BUT NOT
LESS THAN A REASONABLE DEGREE OF CARE, TO HOLD IN CONFIDENCE ANY CONFIDENTIAL
INFORMATION DISCLOSED BY THE OTHER PARTY HEREUNDER, AND NOT TO DISCLOSE ANY
CONFIDENTIAL INFORMATION OF THE OTHER PARTY TO ANY THIRD PARTY OR, EXCEPT AS
PROVIDED BELOW, TO ANY AFFILIATE, AND NOT TO USE ANY CONFIDENTIAL INFORMATION
DISCLOSED BY THE OTHER PARTY UNDER THE ARIDIA AGREEMENTS AND HEREUNDER FOR ANY
PURPOSE OTHER THAN CARRYING OUT ITS OBLIGATIONS UNDER THIS AGREEMENT, WITHOUT