KIND OR LICENSE UNDER ANY
PATENT APPLICATION OR PATENT BY REASON OF THIS AGREEMENT. ALL PROPRIETARY
INFORMATION WILL REMAIN THE SOLE PROPERTY OF THE PARTY DISCLOSING SUCH
INFORMATION OR DATA.
11.6
RETURN OF CONFIDENTIAL INFORMATION. UPON
TERMINATION OF THIS AGREEMENT, THE PARTY TO WHICH PROPRIETARY INFORMATION HAS
BEEN DISCLOSED WILL, UPON REQUEST, PROMPTLY RETURN WITHIN THIRTY (30) DAYS ALL
SUCH INFORMATION, INCLUDING ANY COPIES THEREOF, AND CEASE ITS USE OR, AT THE
REQUEST OF THE PARTY TRANSMITTING SUCH PROPRIETARY INFORMATION, WILL PROMPTLY
DESTROY THE SAME AND CERTIFY SUCH DESTRUCTION TO THE TRANSMITTING PARTY; EXCEPT
FOR A SINGLE COPY THEREOF WHICH MAY BE RETAINED FOR THE SOLE PURPOSE OF
DETERMINING THE SCOPE OF THE OBLIGATIONS INCURRED UNDER THIS AGREEMENT.
ARTICLE 12
INTELLECTUAL PROPERTY
12.1
IMPROVEMENTS ETC. TO PRODUCT. ALL IMPROVEMENTS,
DEVELOPMENTS, DERIVATIVES OR MODIFICATIONS TO THE PRODUCT, ALL RESULTS FROM ANY
PROCESS DEVELOPMENT OR VALIDATION CONCERNING PRODUCT OR ANY STABILITY STUDIES OF
PRODUCT, AND ALL RIGHTS TO ANY METHODS CONCERNING PRODUCT WHICH ARE DEVELOPED OR
VALIDATED UNDER THIS AGREEMENT, SHALL IN EVERY CASE BE OWNED EXCLUSIVELY BY
CLIENT.
12.2
IMPROVEMENTS ETC. TO CARDINAL HEALTH MATERIALS.
SUBJECT TO SECTION 12.1, ALL CARDINAL HEALTH MATERIALS, AND ALL IMPROVEMENTS,
DEVELOPMENTS, DERIVATIVES OR MODIFICATIONS TO THE CARDINAL HEALTH MATERIALS,
SHALL BE OWNED EXCLUSIVELY BY CARDINAL HEALTH.
12.3
IMPROVEMENTS ETC. TO CLIENT MATERIALS. SUBJECT TO
SECTIONS 12.1 AND 12.2, ALL CLIENT MATERIALS, AND ALL IMPROVEMENTS,
DEVELOPMENTS, DERIVATIVES OR MODIFICATIONS TO THE CLIENT MATERIALS, SHALL BE
OWNED EXCLUSIVELY BY CLIENT, PROVIDED, HOWEVER, THAT CLIENT HEREBY GRANTS TO
CARDINAL HEALTH A NON-EXCLUSIVE, ROYALTY-FREE LICENSE TO USE ANY AND ALL RIGHT,
TITLE, AND INTEREST IN THE CLIENT MATERIALS AS MAY BE NECESSARY FOR CARDINAL
HEALTH TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
12.4
FURTHER ASSURANCE. IN RELATION TO INTELLECTUAL
PROPERTY ARISING UNDER THIS AGREEMENT, EACH PARTY AGREES TO ASSIST THE OTHER
PARTY, AT THE OTHER PARTY'S REQUEST AND EXPENSE, IN PREPARING AND PROSECUTING
PATENT APPLICATIONS AND PATENT EXTENSIONS OR IN OBTAINING OR MAINTAINING OTHER
FORMS OF PROTECTION ON ANY SUCH INTELLECTUAL PROPERTY WHICH THE OTHER PARTY OWNS
PURSUANT TO THIS ARTICLE 12. EACH PARTY WARRANTS THAT ALL PERSONS (INCLUDING
WITHOUT LIMITATION ITS EMPLOYEES AND SUB-CONTRACTORS) PERFORMING ACTIVITIES IN
RELATION TO THE PROJECT WILL BE ENGAGED ON TERMS CONSISTENT WITH THE PROVISIONS
OF THIS ARTICLE 12.
12.5
DEFINITION OF "CARDINAL HEALTH MATERIALS". FOR
PURPOSES HEREOF, "CARDINAL HEALTH MATERIALS" MEANS ALL CARDINAL HEALTH
PROPRIETARY INFORMATION, INTELLECTUAL PROPERTY, AND DEVELOPMENTS, INCLUDING
WITHOUT LIMITATION, ALL PATENTS, PATENT APPLICATIONS, KNOW-HOW, INVENTIONS,
DESIGNS, CONCEPTS, IMPROVEMENTS, TECHNICAL INFORMATION, MANUALS, INSTRUCTIONS OR
12
SPECIFICATIONS, WHICH ARE OWNED, LICENSED OR USED BY CARDINAL HEALTH (EXCEPT
WHERE LICENSED BY, OR ORIGINATING FROM, CLIENT OR ITS AFFILIATES) IN DEVELOPING,
FORMULATING, MANUFACTURING, FILLING, PROCESSING OR PACKAGING OF LIQUID SOLUTIONS
OR PHARMACEUTICALS AND THE PACKAGING EQUIPMENT, PROCESSES OR METHODS OF
PACKAGING, OR ANY IMPROVEMENTS TO ANY OF THE FOREGOING, INCLUDING ANY CONTAINER,
POUCH, VIAL, AMPOULE OR OTHER FORM OF LIQUID CONTAINER DEVELOPED BY CARDINAL
HEALTH.
12.6
DEFINITION OF "CLIENT MATERIALS". FOR PURPOSES
HEREOF, "CLIENT MATERIALS" MEANS ALL PROPRIETARY INFORMATION, INTELLECTUAL
PROPERTY,