SUCH SUBLICENSEE.
3.8
RIGHTS IN BANKRUPTCY.
ALL RIGHTS AND LICENSES NOW OR
HEREAFTER GRANTED UNDER OR PURSUANT TO SECTIONS 3.1, 3.2, 3.3 AND 3.4 OF THIS
AGREEMENT ARE RIGHTS TO "INTELLECTUAL
Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Exchange Act; [*] denotes
omissions.
14
PROPERTY" (AS DEFINED IN SECTION 101(35A) OF TITLE 11 OF THE UNITED STATES CODE
(THE "BANKRUPTCY CODE")).
EACH PARTY HEREBY GRANTS TO OTHER PARTY AND ALL
AFFILIATES OF SUCH OTHER PARTY A RIGHT OF ACCESS AND TO OBTAIN POSSESSION OF,
AND TO BENEFIT FROM COPIES OF, (A) RESEARCH DATA AND RESULTS AND (B) TANGIBLE
TECHNOLOGY, ALL OF WHICH ((A) AND (B)) CONSTITUTE "EMBODIMENTS" OF INTELLECTUAL
PROPERTY PURSUANT TO SECTION 365(N) OF THE BANKRUPTCY CODE, AND (C) ALL OTHER
EMBODIMENTS OF SUCH INTELLECTUAL PROPERTY, IN EACH CASE, SOLELY IN CONNECTION
WITH THE OTHER PARTY'S RIGHTS UNDER THIS AGREEMENT, WHETHER ANY OF THE FOREGOING
ARE IN THE GRANTING PARTY'S POSSESSION OR CONTROL OR IN THE POSSESSION AND
CONTROL OF THIRD PARTIES.
EACH PARTY AGREES NOT TO INTERFERE WITH THE OTHER
PARTY'S AND THE OTHER PARTY'S AFFILIATES' EXERCISE OF RIGHTS AND LICENSES TO
INTELLECTUAL PROPERTY LICENSED HEREUNDER AND EMBODIMENTS THEREOF IN ACCORDANCE
WITH THIS AGREEMENT AND AGREES TO USE REASONABLE EFFORTS TO ASSIST SUCH OTHER
PARTY AND ITS AFFILIATES TO OBTAIN SUCH INTELLECTUAL PROPERTY AND EMBODIMENTS
THEREOF IN THE POSSESSION OR CONTROL OF THIRD PARTIES AS REASONABLY NECESSARY OR
DESIRABLE FOR SUCH OTHER PARTY AND AFFILIATES TO EXERCISE SUCH RIGHTS AND
LICENSES IN ACCORDANCE WITH THIS AGREEMENT.
THE PARTIES ACKNOWLEDGE AND AGREE
THAT ALL PAYMENTS PAYABLE UNDER THIS AGREEMENT, OTHER THAN (I) THE ROYALTY
PAYABLE BY GENZYME IN CONNECTION WITH THE SUBLICENSING OF RETAINED PATENT RIGHTS
OR (II) ANY GENZYME THIRD PARTY PAYMENT PAYABLE BY GENZYME, DO NOT CONSTITUTE
"ROYALTIES" WITHIN THE MEANING OF BANKRUPTCY CODE SECTION 365(N) OR RELATE TO
LICENSES OF INTELLECTUAL PROPERTY HEREUNDER.
Article 4
Collaboration.
4.1
JOINT ADVISORY COMMITTEE.
PROMPTLY AFTER THE CLOSING DATE,
GENZYME AND EXACT WILL ESTABLISH A JOINT ADVISORY COMMITTEE (THE "COMMITTEE") TO
ASSIST BOTH PARTIES IN THE ACHIEVEMENT OF PRODUCT DEVELOPMENT AND REGULATORY
GOALS WITHIN THEIR RELEVANT FIELDS (COLLECTIVELY, THE "PRIMARY GOALS").
THE
PRIMARY GOALS INCLUDE (I) [********], (II) [********] AND (III) [********].
THROUGH THE COMMITTEE, THE PARTIES WILL SHARE EXPERTISE, GUIDANCE, PLANS,
CLINICAL PLANS, PROTOCOLS AND/OR STRATEGIES.
BY WAY OF EXAMPLE ONLY,
[********].
THE COMMITTEE WILL EXIST UNTIL THE TERMINATION OF THE COLLABORATION
PERIOD UNLESS THE PARTIES OTHERWISE AGREE IN WRITING.
4.2
COMMITTEE MEETINGS AND ACTIVITIES.
EACH PARTY WILL DESIGNATE
A COMMITTEE CONTACT PERSON, WHO WILL FACILITATE AND MAKE AVAILABLE 2 OR MORE
REPRESENTATIVES OF SUCH PARTY FOR PARTICIPATION IN COMMITTEE MEETINGS OR OTHER
ACTIVITIES FROM TIME TO TIME, WHICH REPRESENTATIVES WILL BE SCIENTIFIC,
TECHNICAL DEVELOPMENT AND/OR FDA REGULATORY ADVISORS OR EMPLOYEES OF SUCH PARTY
WITH EXPERTISE SUITABLE TO THE PARTICULAR COMMITTEE ACTIVITY.
DURING THE
COLLABORATION PERIOD, THE COMMITTEE WILL MEET AT LEAST BI-MONTHLY, IN PERSON