REASONABLY
PROMPTLY AFTER MAKING SUCH FILING OR RECEIVING SUCH DOCUMENT, INCLUDING A COPY
OF EACH APPLICATION FOR EACH FIRST RIGHT PATENT AS FILED TOGETHER WITH NOTICE OF
ITS FILING DATE AND APPLICATION NUMBER; (III) KEEP ARRAY ADVISED OF THE STATUS
OF ALL MATERIAL COMMUNICATIONS, ACTUAL AND PROSPECTIVE FILINGS OR SUBMISSIONS
REGARDING THE FIRST RIGHT PATENTS, AND WILL GIVE ARRAY COPIES OF AND AN
OPPORTUNITY TO REVIEW AND COMMENT ON ANY SUCH MATERIAL COMMUNICATIONS, FILINGS
AND SUBMISSIONS PROPOSED TO BE SENT TO ANY PATENT AUTHORITY OR JUDICIAL BODY;
AND (IV) CONSIDER IN GOOD FAITH ARRAY'S COMMENTS ON THE COMMUNICATIONS, FILINGS
AND SUBMISSIONS FOR THE FIRST RIGHT PATENTS.
ARRAY SHALL REASONABLY COOPERATE
WITH AND ASSIST AMGEN, UPON AMGEN'S REQUEST AND AT AMGEN'S EXPENSE, IN
CONNECTION WITH SUCH ACTIVITIES, INCLUDING BY MAKING SCIENTISTS AND SCIENTIFIC
RECORDS REASONABLY AVAILABLE TO AMGEN.
8.2.2
ASSUMPTION.
IF AMGEN PROPOSES TO ABANDON OR FAIL TO MAINTAIN ANY FIRST
RIGHT PATENT, OR IF AMGEN PROPOSES TO OFFER ARRAY THE RIGHT TO CONTROL
PROSECUTION AND MAINTENANCE OF ANY FIRST RIGHT PATENT, AMGEN WILL GIVE ARRAY
REASONABLE NOTICE THEREOF (WHICH, WHENEVER PRACTICABLE, SHALL BE AT LEAST SIXTY
(60) DAYS PRIOR TO THE DATE UPON WHICH SUCH PATENT SHALL LAPSE OR BECOME
ABANDONED) AND THEREAFTER ARRAY MAY, UPON PROMPT WRITTEN NOTICE TO AMGEN
(DELIVERED IN NO EVENT LATER THAN THIRTY (30) DAYS AFTER RECEIPT OF AMGEN'S
NOTICE), CONTROL PROSECUTION AND MAINTENANCE WITH RESPECT TO SUCH PATENT IN
ACCORDANCE WITH THIS SECTION 8.2.2 (ANY PATENT SO ASSUMED, AN "ASSUMED ITEM").
IN SUCH CASE, ARRAY WILL CONTROL, BY ITSELF OR THROUGH OUTSIDE COUNSEL
REASONABLY ACCEPTABLE TO AMGEN AND DIRECTED BY ARRAY, AND HAVE FINAL DECISION
MAKING AUTHORITY
- 43 -
[ * ] = Confidential treatment of certain confidential information contained in
this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.
WITH RESPECT TO THE PROSECUTION AND MAINTENANCE OF ASSUMED ITEMS, AT ARRAY'S
SOLE COST AND EXPENSE.
ARRAY WILL HAVE THE SAME OBLIGATIONS TO AMGEN FOR
ASSUMED ITEMS AS AMGEN HAS TO ARRAY WITH RESPECT TO FIRST RIGHT PATENTS AS SET
FORTH IN CLAUSES (I)-(IV) OF SECTION 8.2.1.
8.2.3
OTHER MATTERS PERTAINING TO PROSECUTION OF PATENTS.
(A)
EACH PARTY SHALL KEEP THE OTHER INFORMED AS TO MATERIAL DEVELOPMENTS WITH
RESPECT TO THE PROSECUTION AND MAINTENANCE OF PATENTS CLAIMING COLLABORATION
TECHNOLOGY (EXCEPT FOR JOINT PATENTS, WHICH ARE ADDRESSED IN SECTION 8.2.1 AND
8.2.2 AND NOT IN THIS SECTION 8.2.3) OR OF PATENTS INCLUDED WITHIN THE ARRAY
TECHNOLOGY THAT PERTAIN TO CLINICAL CANDIDATES OR PRODUCTS, INCLUDING BY
PROVIDING UPON REQUEST COPIES OF ANY SUBSTANTIVE DOCUMENTS THAT SUCH PARTY OR
ITS AFFILIATE RECEIVES FROM ANY PATENT OFFICE, INCLUDING NOTICE OF ALL
INTERFERENCES, REISSUES, RE-EXAMINATIONS, OPPOSITIONS OR REQUESTS FOR PATENT
TERM EXTENSIONS, AND BY PROVIDING THE OTHER PARTY THE OPPORTUNITY TO HAVE
REASONABLE INPUT INTO THE PROSECUTION AND MAINTENANCE.
(B)
IF, DURING THE TERM OF THIS AGREEMENT, THE PARTY RESPONSIBLE FOR
PROSECUTING A PATENT WITHIN THE COLLABORATION TECHNOLOGY SOLELY OWNED BY SUCH
PARTY OR ITS