PARTY SHALL FIRST GIVE NOTICE THEREOF
TO THE DISCLOSING PARTY SUCH THAT THE DISCLOSING PARTY SHALL HAVE AN OPPORTUNITY
TO SEEK A PROTECTIVE ORDER LIMITING ANY SUCH DISCLOSURE; AND (B) DISCLOSURE TO
INVESTMENT BANKERS, INVESTORS AND POTENTIAL INVESTORS, EACH OF WHOM PRIOR TO
DISCLOSURE MUST BE BOUND BY SIMILAR OBLIGATIONS OF CONFIDENTIALITY AND NON-USE
AT LEAST EQUIVALENT IN SCOPE TO THOSE SET FORTH IN THIS SECTION 7 AND FURTHER
PROVIDED IN EACH CASE THAT THE DISCLOSING PARTY SHALL PROVIDE WRITTEN NOTICE
THEREOF TO THE OTHER PARTY AND REASONABLE OPPORTUNITY TO OBJECT TO ANY SUCH
DISCLOSURE OR TO REQUEST CONFIDENTIAL TREATMENT THEREOF.
8.
INTELLECTUAL PROPERTY RIGHTS. UNDER NO CIRCUMSTANCES SHALL A
PARTY, AS A RESULT OF THIS AGREEMENT, OBTAIN ANY OWNERSHIP INTEREST OR OTHER
RIGHT IN ANY INVENTION, DISCOVERY, COMPOSITION OR OTHER TECHNOLOGY, OR IN ANY
PATENT RIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT, OF THE OTHER PARTY (INCLUDING
WITHOUT LIMITATION THOSE OWNED, CONTROLLED OR DEVELOPED BY THE OTHER PARTY AT
ANY TIME PURSUANT TO THIS AGREEMENT).
9.
TERM AND TERMINATION
9.1
TERM. THE TERM OF THIS AGREEMENT SHALL COMMENCE ON THE EFFECTIVE
DATE, AND UNLESS EARLIER TERMINATED IN ACCORDANCE WITH ITS TERMS, SHALL
TERMINATE UPON THE TERMINATION OR EXPIRATION OF THE BIOSITE/SCIOS AGREEMENT.
9.2
TERMINATION.
9.2.1
A PARTY MAY TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO THE OTHER
PARTY UPON OR AFTER THE BREACH OF ANY MATERIAL PROVISION OF THIS AGREEMENT BY
THE OTHER PARTY, IF THE OTHER PARTY HAS NOT CURED SUCH BREACH WITHIN [***] AFTER
WRITTEN NOTICE THEREOF FROM THE NON-BREACHING PARTY.
9.2.2
A PARTY MAY TERMINATE THIS AGREEMENT BY WRITTEN NOTICE TO THE OTHER
PARTY IF, AFTER GOOD FAITH NEGOTIATIONS IN ACCORDANCE WITH SECTION 3.5, THE
PARTIES
***Confidential Treatment Requested
19
ARE UNABLE TO REACH AGREEMENT UPON A MUTUALLY ACCEPTABLE SET OF RELEASE
SPECIFICATIONS FOR A BNP ASSAY OR BNP CALIBRATOR AND CONTROL, AND THE PARTIES
HAVE NOT REACHED AGREEMENT UPON A MUTUALLY ACCEPTABLE SET OF RELEASE
SPECIFICATIONS WITHIN [***] DAYS AFTER SUCH WRITTEN NOTICE.
9.2.3
BIOSITE MAY IMMEDIATELY TERMINATE THIS AGREEMENT BY WRITTEN NOTICE
TO BECKMAN (A) UPON OR AFTER A BREACH BY BECKMAN OF SECTIONS 5.2.3 OR 7.1.2,
(B) IF WITHIN [***] FOLLOWING THE EFFECTIVE DATE, [***] IS [***] TO, OR [***],
[***] THE BNP ASSAYS IN ACCORDANCE WITH THE DESIGN INPUTS, OR (C) IF AT ANY TIME
[***] OF THE BNP ASSAY IN ACCORDANCE WITH THE RELEASE SPECIFICATIONS BECKMAN IS
UNABLE TO MANUFACTURE OR HAVE MANUFACTURED AND SELL TO BIOSITE QUANTITIES OF THE
BNP ASSAY SUFFICIENT TO MEET THE REASONABLY FORESEEABLE DEMAND THEREFOR.
9.2.4
THE PARTIES ACKNOWLEDGE THAT NEITHER PARTY KNOWS IF ADDITIONAL
THIRD PARTY INTELLECTUAL PROPERTY RIGHTS MUST BE OBTAINED FOR THE [***], [***]
AND [***] OF THE BNP ASSAY OR BNP CALIBRATOR AND CONTROLS HEREUNDER. EITHER
PARTY (THE "TERMINATING PARTY") MAY TERMINATE THIS AGREEMENT BY WRITTEN NOTICE
TO THE OTHER PARTY IF (A) A [***] OR [***] IS [***] THE TERMINATING PARTY [***]
THAT THE [***] IN ACCORDANCE WITH, OR [***] OF, THIS AGREEMENT [***] TO ANY
[***] IN SUCH [***],