TO ANY
INVENTIONS WHETHER OR NOT SUCH INVENTION QUALIFIES UNDER SECTION 2870 OF THE
CALIFORNIA LABOR CODE.
6.2.2.
COPYRIGHT AND PATENT APPLICATIONS.
WHENEVER
REQUESTED TO DO SO BY THE COMPANY, PROMPTLY EXECUTE AND ASSIGN ANY AND ALL
APPLICATIONS, ASSIGNMENTS AND OTHER INSTRUMENTS WHICH THE COMPANY SHALL DEEM
NECESSARY TO APPLY FOR AND OBTAIN COPYRIGHTS, LETTERS PATENT, OR MASK WORK
RIGHTS IN THE UNITED STATES AND IN FOREIGN COUNTRIES, FOR ALL INVENTIONS, AND
CONVEY TO THE COMPANY OR TO THE COMPANY'S NOMINEE THE SOLE AND EXCLUSIVE RIGHT,
TITLE AND INTEREST IN AND TO SAID INVENTIONS OR COPYRIGHTS, MASK WORK RIGHTS,
PATENTS, OR APPLICATIONS FOR ANY OF THE FOREGOING.
6.2.3.
LEGAL PROCEEDINGS.
WHENEVER REQUESTED TO DO SO BY
THE COMPANY, DELIVER TO THE COMPANY EVIDENCE FOR INTERFERENCE PURPOSES OR OTHER
LEGAL PROCEEDINGS AND TESTIFY IN ANY ADMINISTRATIVE OR OTHER LEGAL PROCEEDINGS
WHICH RELATES TO ANY MATTERS ON WHICH CONSULTANT HAS PROVIDED SERVICES TO THE
COMPANY.
6.3.
EXCLUDED INVENTIONS.
NOTHING CONTAINED IN
THIS AGREEMENT SHALL AFFECT THE RIGHTS OR OBLIGATIONS OF CONSULTANT WITH RESPECT
TO ANY INVENTIONS PROTECTED BY SECTION 2870 OF THE CALIFORNIA LABOR CODE.
ATTACHED AS SCHEDULE B IS A LIST OF ALL INVENTIONS, IMPROVEMENTS, AND ORIGINAL
WORKS OF AUTHORSHIP RELATED TO THE COMPANY'S BUSINESS THAT ARE EXCLUDED FROM
THIS AGREEMENT.
7.
EFFECTIVENESS; TERMINATION.
THIS
AGREEMENT SHALL BECOME EFFECTIVE ONLY UPON THE SATISFACTION OF THE FOLLOWING
CONDITIONS:
(A) THE COMPANY SHALL HAVE RECEIVED A FULLY-EXECUTED ORIGINAL OF
THAT CERTAIN LETTER AGREEMENT, DATED AS OF OCTOBER 10, 2007, BETWEEN CONSULTANT
AND THE COMPANY (THE "LETTER AGREEMENT"); AND (B) CONSULTANT SHALL NOT HAVE
REVOKED THE LETTER AGREEMENT WITHIN THE PERIOD OF REVOCATION CONTEMPLATED BY THE
LETTER AGREEMENT.
THE FAILURE OF EITHER OF THE FOREGOING CONDITIONS SHALL HAVE
THE EFFECT OF TERMINATING THIS AGREEMENT WITHOUT ANY FURTHER ACTION ON THE PART
OF EITHER THE COMPANY OR THE CONSULTANT.
THE CONSULTING PERIOD MAY BE
TERMINATED BY CONSULTANT UPON 30 DAYS' WRITTEN NOTICE TO THE COMPANY.
8.
SURVIVAL OF CERTAIN AGREEMENTS.
THE
COVENANTS AND AGREEMENTS SET FORTH IN PARAGRAPHS 3, 5 AND 6 SHALL SURVIVE THE
CONSULTING PERIOD AND REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF SUCH
TERMINATION.
3
9.
NOTICE.
ANY NOTICE TO BE DELIVERED
PURSUANT TO THIS AGREEMENT SHALL BE IN WRITING AND SHALL BE DEEMED DELIVERED
UPON SERVICE, IF SERVED PERSONALLY, OR THREE DAYS AFTER DEPOSIT IN THE UNITED
STATES MAIL, IF MAILED BY FIRST CLASS MAIL, POSTAGE PREPAID, REGISTERED OR
CERTIFIED WITH RETURN RECEIPT REQUESTED, AND ADDRESSED TO THE OTHER PARTY AT THE
FOLLOWING ADDRESS, OR SUCH ADDRESS AS MAY BE DESIGNATED IN ACCORDANCE HEREWITH:
To the Company:
Depomed, Inc.
1360 O'Brien Drive
Menlo Park, CA
94025
Attention: President and Chief Executive Officer
To CONSULTANT:
at the address set forth at Schedule A
10.
BINDING EFFECT.
THIS AGREEMENT SHALL BE
BINDING UPON CONSULTANT, AND, EXCEPT AS REGARDS THE PROVISION OF CONSULTING
SERVICES HEREUNDER, UPON CONSULTANT'S HEIRS, PERSONAL REPRESENTATIVES, EXECUTORS
AND ADMINISTRATORS, AND SHALL INURE TO THE BENEFIT OF THE COMPANY, ITS
SUCCESSORS AND ASSIGNS.
11.
ENFORCEMENT.
IF ANY PROVISION OF