PART THEREOF THAT USE THE NAME "MOMENTA"
OR A DERIVATIVE THEREOF OR ANY OTHER TRADEMARK OR TRADENAME OR PART OR
DERIVATIVE THEREOF THAT IS THE NAME OR DERIVATIVE OF A NAME OF ANY MOMENTA
AFFILIATE;
11.7.2.F.
SUBJECT TO ANY PRIOR OBLIGATIONS OF MOMENTA, MOMENTA SHALL CONTINUE
TO USE COMMERCIALLY REASONABLE EFFORTS TO TIMELY PREPARE, FILE, PROSECUTE AND
MAINTAIN, AT ITS EXPENSE, MOMENTA PATENT RIGHTS AND MOMENTA COLLABORATION PATENT
RIGHTS IN THE FIELD IN THE RELEVANT TERRITORY (OR REGION, IF APPLICABLE) TO THE
EXTENT REASONABLY NECESSARY FOR THE DEVELOPMENT AND COMMERCIALIZATION OF SUCH
TERMINATED PRODUCT(S) IN THE FIELD IN THE TERRITORY (OR REGION, IF APPLICABLE);
PROVIDED, HOWEVER, THAT IF MOMENTA DECLINES TO FILE, PROSECUTE OR MAINTAIN ANY
SUCH PATENT RIGHT OR IF MOMENTA ELECTS TO ALLOW ANY SUCH PATENT RIGHT TO LAPSE
OR ELECTS TO ABANDON ANY SUCH PATENT RIGHT BEFORE ALL APPEALS WITHIN THE
RESPECTIVE PATENT OFFICE HAVE BEEN EXHAUSTED, THEN, SUBJECT TO ANY PRIOR
OBLIGATIONS OF MOMENTA, (1) SANDOZ SHALL HAVE THE RIGHT, AT ITS OWN EXPENSE AND
UPON WRITTEN NOTICE TO MOMENTA, TO ASSUME CONTROL OF THE FILING,
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PROSECUTION AND MAINTENANCE OF SUCH PATENT RIGHT IN MOMENTA'S NAME OR THE NAME
OF ITS THIRD PARTY LICENSOR, AS APPLICABLE, IN WHICH EVENT, MOMENTA SHALL
PROVIDE ASSISTANCE (INCLUDING THE EXECUTION OF ALL NECESSARY DOCUMENTS AND
INSTRUMENTS) TO AND COOPERATE WITH SANDOZ IN PROSECUTING THE SUBJECT PATENT
RIGHT, SHOULD SANDOZ ELECT TO PROSECUTE AND MAINTAIN THE SUBJECT PATENT RIGHT,
AND (2) MOMENTA SHALL PROVIDE SANDOZ WITH REASONABLE NOTICE OF ITS DECISION TO
DECLINE TO FILE, PROSECUTE OR MAINTAIN ANY SUCH PATENT RIGHT OR ITS ELECTION TO
ALLOW ANY SUCH PATENT RIGHT TO LAPSE OR ITS ELECTION TO ABANDON ANY SUCH PATENT
RIGHT SO AS TO PERMIT SANDOZ (A) TO REVIEW THE PATENT OR APPLICATION, (B) TO
DECIDE WHETHER TO PROSECUTE OR MAINTAIN THE SAME, AND (C) TO TAKE APPROPRIATE
ACTION TO PROSECUTE OR MAINTAIN THE PATENT APPLICATION OR PATENT;
11.7.2.G.
THE FINANCIAL AND RELATED PAYMENT OBLIGATIONS OF SANDOZ WITH RESPECT
TO SUCH TERMINATED PRODUCT(S) WITH RESPECT TO SUCH TERRITORY (OR REGION, IF
APPLICABLE) SET FORTH IN ARTICLE 4, EACH AS APPLICABLE, SHALL REMAIN IN EFFECT,
EXCEPT THAT, (I) IF SUCH TERMINATION WAS DUE TO MOMENTA'S BREACH OF THE
EXCLUSIVE RIGHTS AND LICENSES GRANTED, OR THE EXCLUSIVITY OBLIGATIONS OWED, TO
SANDOZ PURSUANT TO SECTIONS 2.1 AND 2.3, THEN THE RELEVANT PAYMENT OBLIGATIONS
SHALL TERMINATE AS OF THE DATE OF SUCH TERMINATION, AND (II) IF SUCH TERMINATION
IS BY MOMENTA ALONE PURSUANT TO SECTION 11.3, SANDOZ MAY OFFSET FROM THE PROFIT
INTEREST DUE TO MOMENTA WITH RESPECT TO SUCH TERMINATED PRODUCT ONE HUNDRED
FIFTY PERCENT (150%) OF THE ACTUAL COSTS OF CLINICAL STUDIES (OTHER THAN
BIOEQUIVALENCE STUDIES) WITH RESPECT TO SUCH TERMINATED PRODUCT FOR SUCH
TERRITORY (OR REGION, IF APPLICABLE), WHICH WOULD OTHERWISE HAVE BEEN BORNE BY
MOMENTA PURSUANT TO SECTION 4.1.1 HAD THIS AGREEMENT NOT BE SO TERMINATED WITH
RESPECT TO SUCH PRODUCT FOR SUCH REGION(S);
11.7.2.H.
THE PATENT MARKING OBLIGATIONS SET FORTH IN SECTION 8.8, AND THE
INSURANCE OBLIGATIONS