NEORX OR ITS SUBLICENSEES, [*].
(C)
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE
OWNERSHIP OF [*].
9.4
TRADEMARKS.
(A)
NEORX, AS IT DEEMS APPROPRIATE, MAY
ORIGINATE, SELECT, APPLY TO REGISTER AND MAINTAIN ONE OR MORE TRADEMARKS OR
TRADENAMES UNDER WHICH THE LICENSED PRODUCTS WILL BE MARKETED AND SOLD OR
OTHERWISE DISTRIBUTED IN THE TERRITORY.
NEORX WILL OWN AND/OR CONTROL ANY SUCH
TRADEMARKS AND TRADENAMES AND WILL
15
BE SOLELY RESPONSIBLE FOR ALL DECISIONS RELATING TO THE PROSECUTION, DEFENSE,
MAINTENANCE AND COSTS OF SUCH TRADEMARKS AND TRADENAMES, AT ITS COST AND
EXPENSE.
(B)
EXCEPT IN THE EVENT OF TERMINATION AS
PROVIDED IN ARTICLE 14, NEITHER PARTY SHALL HAVE ANY RIGHT TO USE ANY TRADEMARK
OR TRADENAME OF THE OTHER PARTY.
ARTICLE 10 PATENTS; PROSECUTION AND LITIGATION.
10.1
PROSECUTION OF PATENTS.
(A)
ANORMED SHALL HAVE THE RIGHT TO PROSECUTE
AND MAINTAIN EACH PATENT WITHIN THE ANORMED PATENTS AND EXCEPT AS OTHERWISE
PROVIDED IN THIS ARTICLE 10 SHALL DO SO IN A TIMELY MANNER.
(B)
AT ANY TIME DURING THE TERM, NEORX, IN
NEORX' SOLE DISCRETION, MAY DETERMINE THAT ANY PARTICULAR PATENT WITHIN THE
ANORMED PATENTS IN ANY PARTICULAR COUNTRY IN THE TERRITORY SHOULD NOT BE
PROSECUTED OR MAINTAINED FOR LEGAL OR COMMERCIAL REASONS AND, IN SUCH EVENT,
SHALL SO NOTIFY ANORMED.
UPON RECEIPT OF SUCH NOTICE, ANY PATENTS IDENTIFIED IN
SUCH NOTICE SHALL REMAIN OR BE DEEMED TO REMAIN WITHIN THE ANORMED PATENTS FOR
THE PURPOSES OF THE GRANT OF RIGHTS BY ANORMED TO NEORX PURSUANT TO ARTICLE 3 OF
THIS AGREEMENT AND NEORX' OBLIGATIONS PURSUANT TO SUBSECTIONS 7.2(A), 7.2(B) AND
7.2(C) FOR THE PAYMENT OF ROYALTIES FOR ANY SUCH PATENTS SHALL REMAIN UNCHANGED
AND CONTINUE AT THE ROYALTY RATE FOR SUCH PATENT AS OF THE DATE OF NEORX' NOTICE
TO ANORMED, PROVIDED THAT WHERE THE DISCONTINUANCE OF THE PROSECUTION OR
MAINTENANCE OF THE PATENT IS DUE TO REASONS OF LACK OF PATENTABILITY, INVALIDITY
OR UNENFORCEABILITY OF THE PATENT, NEORX' OBLIGATIONS PURSUANT TO
SUBSECTION 7.2(D) FOR THE PAYMENT OF ROYALTIES FOR ANORMED KNOW-HOW SHALL
APPLY.
ANORMED, AT ANORMED'S COST AND EXPENSE AND IN ANORMED'S SOLE DISCRETION,
MAY CONTINUE PROSECUTION AND/OR MAINTENANCE OF ANY PARTICULAR PATENT IDENTIFIED
IN SUCH NOTICE
(C)
AT ANY TIME DURING THE TERM, NEORX, IN
NEORX' SOLE DISCRETION, MAY REQUEST, BY WRITTEN NOTICE DELIVERED TO ANORMED,
THAT ANORMED SEEK PATENT PROTECTION IN ONE OR MORE COUNTRIES IN THE TERRITORY
NOT THEN COVERED BY THE PATENTS WITHIN THE ANORMED PATENTS.
UPON RECEIPT OF
SUCH NOTICE, ANORMED SHALL TAKE REASONABLE STEPS TO APPLY FOR PATENT PROTECTION
IN SUCH COUNTRIES.
10.2
PATENT REVIEW AND RECOMMENDATIONS.
(A)
EXCEPT FOR ANORMED PATENTS FOR WHICH NEORX
HAS DISCONTINUED PROSECUTION OR MAINTENANCE UNDER SUBSECTION 10.1(B), NEORX
SHALL HAVE THE RIGHT TO REVIEW ALL PATENTS AND OTHER PROCEEDINGS,
COMMUNICATIONS, REPORTS AND OBSERVATIONS RELATING TO THE ANORMED PATENTS IN THE
TERRITORY AND TO PROVIDE COMMENTS AND RECOMMENDATIONS TO ANORMED WITH RESPECT
THERETO, WHICH COMMENTS AND RECOMMENDATIONS SHALL BE ADOPTED, INCORPORATED
AND/OR ACTED UPON BY ANORMED, PROVIDED THAT SUCH COMMENTS AND RECOMMENDATIONS
ARE REASONABLE.
(B)
EXCEPT FOR ANORMED