TRADE SECRETS AND OTHER INTELLECTUAL PROPERTY,
WITHOUT CONFERRING ANY INTERESTS THEREIN ON THE OTHER PARTY.
NEITHER PARTY NOR
ANY THIRD PARTY SHALL ACQUIRE ANY RIGHT, TITLE OR INTEREST IN THE INTELLECTUAL
PROPERTY OF THE OTHER PARTY BY VIRTUE OF THIS AGREEMENT OR OTHERWISE, EXCEPT TO
THE EXTENT EXPRESSLY PROVIDED HEREIN.
(B)
AVECIA ACKNOWLEDGES THAT AVECIA CURRENTLY
HAS IN ITS POSSESSION PHARMATHENE TECHNOLOGY USEFUL FOR PRODUCING DRUG SUBSTANCE
AND ACKNOWLEDGES AND AGREES THAT AS BETWEEN AVECIA AND PHARMATHENE, PHARMATHENE
HAS ALL RIGHTS IN AND TO PHARMATHENE TECHNOLOGY.
9.2
DISCLAIMER:
EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED HEREIN, NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED OR
INTERPRETED, EITHER EXPRESSLY OR BY
Page 19 of 29
CONFIDENTIAL
IMPLICATION, ESTOPPEL OR OTHERWISE, AS:
(I) A GRANT, TRANSFER OR OTHER
CONVEYANCE BY EITHER PARTY TO THE OTHER OF ANY RIGHT, TITLE, LICENSE OR OTHER
INTEREST OF ANY KIND IN ANY OF ITS INVENTIONS OR OTHER INTELLECTUAL PROPERTY,
(II) CREATING AN OBLIGATION ON THE PART OF EITHER PARTY TO MAKE ANY SUCH GRANT,
TRANSFER OR OTHER CONVEYANCE OR (III) REQUIRING EITHER PARTY TO PARTICIPATE WITH
THE OTHER PARTY IN ANY COOPERATIVE DEVELOPMENT PROGRAM OR PROJECT OF ANY KIND OR
TO CONTINUE WITH ANY SUCH PROGRAM OR PROJECT.
9.3
NEW INTELLECTUAL PROPERTY:
EXCEPT AS
PROHIBITED BY A PRIME CONTRACT, INTELLECTUAL PROPERTY ARISING DURING AND AS A
DIRECT RESULT OF A PROGRAMME ("NEW INTELLECTUAL PROPERTY") SHALL BE OWNED BY
PHARMATHENE.
AVECIA SHALL ENSURE THAT IT SECURES THESE RIGHTS FOR PHARMATHENE
WHEN PLACING SUB-CONTRACTS UNDER THIS AGREEMENT.
PHARMATHENE HEREBY GRANTS TO
AVECIA A NON-EXCLUSIVE, PAID-UP, PERPETUAL, NON-TERMINABLE, WORLDWIDE LICENSE,
WITH THE RIGHT TO GRANT SUBLICENSES, AND OTHERWISE TRANSFER SUCH LICENSE TO
PRACTICE ANY AND ALL NEW INTELLECTUAL PROPERTY FOR ANY PURPOSE OTHER THAN TO
MAKE, HAVE MADE, USE, OFFER FOR SALE, SELL, AND IMPORT DRUG SUBSTANCE OR DRUG
PRODUCT, WHICH LICENSE SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
AVECIA
AGREES TO ASSIGN AND HEREBY ASSIGNS TO PHARMATHENE ALL OF AVECIA'S RIGHT, TITLE
AND INTEREST IN AND TO THE NEW INTELLECTUAL PROPERTY.
9.4
RIGHTS IN INTELLECTUAL PROPERTY:
THE PARTY
OWNING ANY INTELLECTUAL PROPERTY SHALL HAVE THE WORLD WIDE RIGHT TO CONTROL THE
DRAFTING, FILING, PROSECUTION AND MAINTENANCE OF PATENTS COVERING SUCH
INTELLECTUAL PROPERTY, INCLUDING DECISIONS ABOUT THE COUNTRIES IN WHICH TO FILE
PATENT APPLICATIONS.
PATENT COSTS ASSOCIATED WITH THE PATENT ACTIVITIES
DESCRIBED IN THIS SECTION 9.4 SHALL BE BORNE BY THE SOLE OWNER.
EACH PARTY WILL
COOPERATE WITH THE OTHER PARTY IN THE FILING AND PROSECUTION OF PATENT
APPLICATIONS.
SUCH COOPERATION WILL INCLUDE, BUT NOT BE LIMITED TO, FURNISHING
SUPPORTING DATA AND AFFIDAVITS FOR THE PROSECUTION OF PATENT APPLICATIONS AND
COMPLETING AND SIGNING FORMS NEEDED FOR THE PROSECUTION, ASSIGNMENT AND
MAINTENANCE OF PATENT APPLICATIONS.
9.5
CONFIDENTIALITY OF INTELLECTUAL PROPERTY:
INTELLECTUAL PROPERTY SHALL BE DEEMED TO BE THE CONFIDENTIAL INFORMATION OF THE
PARTY OWNING OR LICENSED TO SUCH INTELLECTUAL PROPERTY.
THE PROTECTION OF EACH
PARTY'S CONFIDENTIAL INFORMATION IS DESCRIBED IN ARTICLE 8.
IT SHALL BE THE
RESPONSIBILITY OF THE PARTY PREPARING A PATENT APPLICATION TO OBTAIN THE WRITTEN
PERMISSION OF THE OTHER