OR
EXPIRATION HEREOF.
THE POLICY SHALL PROVIDE FOR THIRTY (30) DAY WRITTEN NOTICE
TO BESA (OR ITS DESIGNEE) BY THE INSURER IN THE EVENT OF ANY MODIFICATIONS,
CANCELLATION OR TERMINATION THEREOF.
8.5
USE OF WORD "BIOLIMUS."
SO LONG AS THIS RESTATED
AGREEMENT REMAINS IN FULL FORCE AND EFFECT AND XTENT IS PERFORMING ITS
OBLIGATIONS HEREUNDER, XTENT SHALL HAVE THE LIMITED RIGHT TO USE THE NAME
"BIOLIMUS A9" IN CONNECTION WITH THE MARKETING AND PROMOTION OF THE COATED
STENTS, AS WELL AS REFERENCES TO ANY APPLICABLE CLINICAL STUDIES OR OTHER
TECHNICAL INFORMATION MADE AVAILABLE BY BESA FOR XTENT'S MARKETING PURPOSES.
EXCEPT FOR THE LIMITED LICENSE SET FORTH HEREIN, XTENT SHALL NOT USE THE NAME
BIOLIMUS A9, NOR ANY OTHER NAME OR TRADEMARK OF BESA AND ITS AFFILIATES FOR ANY
OTHER PURPOSE WITHOUT THE PRIOR WRITTEN CONSENT OF BESA AND THEN, ONLY AS
NECESSARY IN CONNECTION WITH XTENT'S PERFORMANCE HEREUNDER.
UPON EXPIRATION OR
TERMINATION OF THIS RESTATED AGREEMENT, XTENT SHALL CEASE USING ANY NAME OR MARK
BELONGING TO BESA OR ITS AFFILIATES; PROVIDED, HOWEVER, XTENT MAY CONTINUE TO
USE THE MARK IN CONNECTION WITH THE SALE OF REMAINING INVENTORY OF COATED
STENTS. THE LICENSE GRANTED HEREBY CONVEYS NO RIGHT TO REGISTER ANY NAME OR MARK
OF BESA OR ANY OF ITS AFFILIATES.
CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [****],
HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.
26
8.6
OTHER BESA PROGRAMS.
XTENT ACKNOWLEDGES THAT BESA AND
ITS AFFILIATES ARE ENGAGED IN THE DEVELOPMENT AND COMMERCIALIZATION OF
DRUG-ELUTING STENTS USING ACTIVE PHARMACEUTICAL COMPOUNDS, INCLUDING BIOLIMUS A9
AND OTHER COMPOUNDS, AND THAT BESA AND SUCH AFFILIATES MAY ENGAGE IN RESEARCH,
DEVELOPMENT AND COMMERCIALIZATION PROGRAMS THAT MAY COMPETE WITH XTENT'S OWN
PROGRAMS.
NOTHING IN THIS RESTATED AGREEMENT SHALL BE CONSTRUED TO PREVENT BESA
AND ITS AFFILIATES FROM ENGAGING IN SUCH RESEARCH AND DEVELOPMENT PROGRAMS AND
NEITHER BESA NOR ITS AFFILIATES SHALL HAVE ANY OBLIGATION TO XTENT IN CONNECTION
THEREWITH, PROVIDED THAT BESA IS COMPLYING WITH ITS OBLIGATIONS UNDER THIS
RESTATED AGREEMENT AND ANY OTHER AGREEMENT BETWEEN BESA (OR ANY OF ITS
AFFILIATES) AND XTENT (AND ANY OF ITS AFFILIATES) REGARDING CONFIDENTIAL
INFORMATION OR PROPRIETARY RIGHTS.
8.7
IMPROVEMENTS.
(A)
THE PARTIES AGREE THAT, AS BETWEEN THE PARTIES,
ANY INVENTION CONCEIVED OR DEVELOPED PRIOR TO THE EFFECTIVE DATE OF THIS
RESTATED AGREEMENT AND RELATED SPECIFICALLY TO PROCESSES FOR COATING STENTS WITH
BESA'S DRUG/POLYMER COMPOSITE FORMULATION, BESA'S POLYMER COATING OR BIOLIMUS
A9, WHETHER CONCEIVED OR DEVELOPED JOINTLY BY THE PARTIES OR SOLELY BY EITHER
PARTY ("BESA'S PROCESS IMPROVEMENTS"), AND THE INTELLECTUAL PROPERTY RIGHTS
THEREIN AND THERETO, SHALL BE THE SOLE PROPERTY OF BESA.
TO THE EXTENT XTENT
BECOMES THE OWNER OF SUCH PROCESS IMPROVEMENTS, XTENT AGREES TO ASSIGN AND
HEREBY ASSIGNS TO BESA ALL OF ITS RIGHT, TITLE AND INTEREST IN AND TO SUCH
PROCESS IMPROVEMENTS AND THE INTELLECTUAL PROPERTY RIGHTS THEREIN AND THERETO;
PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION 8.7(A) SHALL REQUIRE XTENT TO