This excerpt taken from the GENZ 8-K filed Dec 21, 2006.
ARTICLE 14 INTELLECTUAL PROPERTY
14.1 GENZYME has provided DOW with technology including GENZYME Know-How concerning the manufacture and packaging of the Product. GENZYME grants to DOW a non-exclusive, non-transferable, royalty-free license to use GENZYME Know-How in order to manufacture Product for GENZYME and its Affiliates.
14.2 GENZYME warrants that GENZYME has the right to have Product made by DOW, and to have DOW use the technology provided to DOW by GENZYME or its predecessors, including GENZYME Know-How, used to produce Product. GENZYME assumes all responsibility for use of any design, trademark, trade name, copyright or part thereof, appearing on the Product at GENZYMEs request
14.3 DOW warrants that it has the right to use DOW Know-How to produce Product.
14.4 DOW and GENZYME recognize that it may be necessary to exchange detailed information in order to optimize the administration of this Agreement and the manufacture and sale of Product by DOW to GENZYME, consistent with the respective rights and obligations of DOW and GENZYME under this Agreement. In that regard, GENZYME will provide Operating Guidelines and GENZYME Know-How to DOW and DOW will provide quality control information and data and analytical procedures and data to GENZYME. GENZYME will provide consultation to DOW in regard to such process information at no charge to DOW.
14.5 DOW or DOWs designated Affiliate shall retain all right, title and interest in, DOW Background IP, including DOW Know-How, and in any software, hardware, firmware and other information management and control systems, including, without limitation, business, research and manufacturing control and information management systems (such as computers, computer programs and other computer related technology), and information, plans, technical data, ideas, discoveries, works of authorship, patentable and unpatentable inventions, know-how, process improvements, procedures, specifications, engineering drawings, equipment, packaging etc. that specifically relate to software, hardware, firmware and other information management and control systems, resulting from DOWs efforts under this Agreement. For DOW Background IP that is being used by DOW as of the Effective Date in manufacture of [ ]* (Applied Background IP), DOW hereby grants a paid-up, royalty-free, non-exclusive license to GENZYME to use such Applied Background IP to make or have made Product during the term of this Agreement. Upon expiration or termination of this Agreement, DOW will cause its Affiliate, Dow Global Technologies Inc., to negotiate in good faith with GENZYME a royalty bearing license to use such Applied DOW Background IP to make or have made Product. DOW shall identify its Applied Background IP in Schedule 3 hereto.
14.6 [ ]*.
14.7 [ ]*.
14.8 If, following termination of the Agreement for any reason, GENZYME requires [ ]*.
*Confidential information omitted and filed separately with the Securities and Exchange Commission.