PROMOTE, SELL AND DISTRIBUTE ALL INVENTORY EXISTING AS
OF THE CLOSING BEARING THE CORPORATE NAME UNTIL THE EXPIRATION (ON A PRODUCT BY
PRODUCT OF THE BUSINESS BASIS) OF THE RELEVANT STOCK.
8.14.5
THE PURCHASER AND ITS AFFILIATES AND DESIGNEES SHALL
HAVE THE RIGHT TO MANUFACTURE, ASSEMBLE AND PACKAGE (OR HAVE MANUFACTURED,
ASSEMBLED AND PACKAGED) PRODUCTS OF THE BUSINESS BEARING THE CORPORATE NAME, TO
THE SAME EXTENT AS SUCH PRODUCTS ARE MANUFACTURED, ASSEMBLED, PACKAGED AND SOLD
AS OF THE DATE OF THIS AGREEMENT, FOR UP TO 24 (TWENTY FOUR) MONTHS FOLLOWING
THE CLOSING DATE.
8.14.6
THE PURCHASER AND ITS AFFILIATES AND DESIGNEES MAY USE
PRODUCT LITERATURE THAT BEARS THE CORPORATE NAME FOR UP TO 3 (THREE) MONTHS
AFTER THE CLOSING DATE. NO PRODUCT LITERATURE USED AFTER 3 (THREE) MONTHS AFTER
THE CLOSING DATE MAY INCLUDE A REFERENCE TO THE CORPORATE NAME.
8.15
SELLER MIXED-USE INTELLECTUAL PROPERTY LICENSES
8.15.1
AT THE CLOSING, THE SELLER SHALL, AND SHALL CAUSE ITS
AFFILIATES TO, GRANT TO THE PURCHASER AND ITS AFFILIATES (TO THE EXTENT THAT THE
SELLER AND ITS AFFILIATES HAVE THE RIGHT TO MAKE SUCH GRANT), A PERPETUAL,
IRREVOCABLE, WORLDWIDE, SOLE AND EXCLUSIVE (EVEN WITH RESPECT TO THE SELLER AND
ITS AFFILIATES, EXCEPT WITH RESPECT TO RESEARCHING, DEVELOPING, MANUFACTURING,
SELLING, MARKETING OR DISTRIBUTING VACCINES ANYWHERE IN THE WORLD IN WHICH CASE
THE LICENSE GRANTED PURSUANT TO THIS CLAUSE 8.15.1 SHALL BE CO-EXCLUSIVE WITH
THE SELLER AND ITS AFFILIATES) AND ROYALTY-FREE RIGHT AND LICENSE (WITH THE
RIGHT TO GRANT SUBLICENSES) UNDER THE SELLER MIXED-USE INTELLECTUAL PROPERTY,
SOLELY WITHIN THE FIELD OF USE; PROVIDED, HOWEVER THAT THE FOREGOING GRANT SHALL
NOT LIMIT THE ABILITY OF THE SELLER AND ITS AFFILIATES FROM USING THE SELLER
MIXED-USE INTELLECTUAL PROPERTY TO CONDUCT THE SELLER'S OTHER BUSINESSES AND ALL
ACTIVITIES RELATED THERETO. FOR THE PURPOSES OF THIS AGREEMENT, THE TERM "FIELD
OF USE" MEANS THE BUSINESS OF RESEARCHING, EVALUATING AND LITIGATING ORIGINATOR
INTELLECTUAL PROPERTY PERMITTED UNDER APPLICABLE LAW FOR, DEVELOPING, TESTING,
OBTAINING REGULATORY APPROVAL FOR, MANUFACTURING, NEGOTIATING THIRD
56
CONFIDENTIAL TREATMENT
[***] Indicates that text has been omitted which is the subject of a
confidential treatment request. This text has been separately filed with the
SEC.
PARTY CONTRACTS FOR, PROCURING MATERIALS FOR, PERFORMING FILL AND FINISH
SERVICES FOR, MARKETING, DISTRIBUTING AND SELLING INJECTABLE PHARMACEUTICAL
PRODUCTS FOR ALL HUMAN AND ANIMAL PROPHYLACTIC AND THERAPEUTIC USES IN ALL
FORMULATIONS AND DOSAGE FORMS AND FOR ANY AND ALL INDICATIONS, AS SUCH BUSINESS
IS CONDUCTED ANYWHERE IN THE WORLD BY THE SELLER AND ITS AFFILIATES IMMEDIATELY
PRIOR TO THE DATE OF THIS AGREEMENT.
8.15.2
THE SELLER AND ITS AFFILIATES SHALL HAVE THE FIRST
RIGHT, BUT NOT THE OBLIGATION, TO COMMENCE, PROSECUTE ANY AND DEFEND ANY
PROCEEDINGS INVOLVING THE SELLER MIXED-USE INTELLECTUAL PROPERTY. IN ADDITION,
THE PURCHASER AND ITS AFFILIATES SHALL BE ENTITLED TO JOIN IN ANY SUCH
PROCEEDING AT THEIR OWN EXPENSE. EACH PARTY SHALL BE ENTITLED TO RETAIN ANY AND
ALL AMOUNTS AWARDED TO IT IN ANY SUCH PROCEEDING.
8.15.3
THE PURCHASER AGREES TO COMPLY WITH THE TERMS AND
CONDITIONS OF ANY