AND THE INSTRUMENTS CONTAIN SUCH OTHER INFORMATION AS CEPHEID
INDICATES.
7.2.2.
TRADEMARK LICENSES.
CEPHEID HEREBY GRANTS TO IDI A NON-EXCLUSIVE
RIGHT AND LICENSE TO USE THE MARKS, TRADE NAMES AND LOGOS THAT CEPHEID MAY
EMPLOY FROM TIME TO TIME WITH RESPECT TO SMART CYCLER INSTRUMENTS (COLLECTIVELY,
"MARKS") IN CONNECTION WITH IDI'S PROMOTION AND DISTRIBUTION OF SMART CYCLER
INSTRUMENTS.
ANY SUCH USE OF A CEPHEID MARK BY IDI MUST BE IN ACCORDANCE WITH
APPLICABLE LAW AND CEPHEID'S THEN-CURRENT TRADEMARK USAGE GUIDELINES.
EXCEPT AS
SET FORTH IN THIS SECTION 7.2, NOTHING CONTAINED IN THIS AGREEMENT WILL GRANT TO
IDI ANY RIGHT, TITLE OR INTEREST IN CEPHEID'S MARKS.
IDI ACKNOWLEDGES AND
AGREES THAT CEPHEID OWNS THE CEPHEID MARKS AND THAT ANY AND ALL GOODWILL AND
OTHER PROPRIETARY RIGHTS THAT ARE CREATED BY OR THAT RESULT FROM IDI'S USE OF A
CEPHEID MARK HEREUNDER INURE SOLELY TO THE BENEFIT OF CEPHEID.
CEPHEID HEREBY
AGREES TO DEFEND AND INDEMNIFY IDI AND TO HOLD IT HARMLESS AGAINST CLAIMS BY A
THIRD PARTY THAT THE USE BY IDI OF CEPHEID'S MARKS IN A MANNER EXPRESSLY
AUTHORIZED BY CEPHEID IN WRITING INFRINGES INTELLECTUAL PROPERTY RIGHTS OF SUCH
THIRD PARTY.
7.3.
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.
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
THE EXPRESS WRITTEN CONSENT OF THE OTHER PARTY.
EACH PARTY WILL DISCLOSE
CONFIDENTIAL INFORMATION ONLY TO ITS EMPLOYEES OR AGENTS WHO HAVE A NEED TO KNOW
SAME FOR SUCH PURPOSE.
WITH RESPECT TO ANY CONFIDENTIAL INFORMATION THAT HAS
BEEN OR IS REVEALED BY A PARTY TO THE OTHER PARTY, THE CONFIDENTIALITY AND
NON-USE REQUIREMENTS OF THIS SECTION 8 WILL REMAIN IN FORCE FOR A PERIOD OF
5
YEARS AFTER THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
NOT WITHSTANDING THE FOREGOING, EACH PARTY MAY DISCLOSE THE EXISTENCE OR DETAILS
OF THIS AGREEMENT
The symbol [***] is used to indicate that a portion of the exhibit has been
omitted and filed separately with the commission.
Confidential treatment has
been requested