MAINTAIN THE SAME, AND (C) TO TAKE APPROPRIATE ACTION TO PROSECUTE OR MAINTAIN
THE PATENT APPLICATION OR PATENT;
11.7.1.J.
THE PROVISIONS OF SECTIONS 8.4, 8.5 AND 8.6 (EXCEPT THAT MOMENTA,
RATHER THAN THE JOC, SHALL DETERMINE THE APPROPRIATE COURSE OF ACTION, SUBJECT
TO SANDOZ' RIGHTS IN ACCORDANCE WITH THE GENERAL CONCEPTS OF SECTION 8.4), AND
SECTION 8.7 SHALL CONTINUE TO APPLY WITH RESPECT TO SANDOZ PATENT RIGHTS AND
SANDOZ 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 RELEVANT
TERRITORY (OR REGION, IF APPLICABLE).
The post-termination license rights granted to Momenta in Section 11.7.1(b)
shall apply only as to any Sandoz IP and Joint Collaboration IP existing as of
the date of such termination of this Agreement that (i) has actually been used
in the Collaborative Program with respect to such terminated Product(s) prior to
the date of such termination of this Agreement or (ii) is otherwise necessary or
reasonably useful for the Development and Commercialization of such terminated
Product(s) in the Field in the relevant Territory (or Region, if applicable),
and shall expressly exclude any other Sandoz IP and any other Joint
Collaboration IP.
58
11.7.2.
WITH RESPECT TO THE COLLABORATION PRODUCTS, IN THE EVENT OF
TERMINATION OF THIS AGREEMENT (IN ITS ENTIRETY OR WITH RESPECT TO A
COLLABORATION PRODUCT, AS APPLICABLE) BY SANDOZ PURSUANT TO SECTION 11.2 OR
SOLELY BY MOMENTA PURSUANT TO SECTION 11.3,
11.7.2.A.
ALL LICENSES GRANTED BY SANDOZ TO MOMENTA WITH RESPECT TO SUCH
TERMINATED PRODUCT(S) (LIMITED TO THE RELEVANT REGION, WITH RESPECT TO A
TERMINATION PURSUANT TO SECTION 11.3 FOR THE COPAXONE-REFERENCED PRODUCT IN LESS
THAN ALL REGIONS) SHALL TERMINATE;
11.7.2.B.
ALL LICENSES GRANTED BY MOMENTA TO SANDOZ UNDER ARTICLE 2 WITH
RESPECT TO SUCH TERMINATED PRODUCT(S) (IN SUCH REGION, IF APPLICABLE) SHALL
REMAIN IN EFFECT ON AN IRREVOCABLE, PERPETUAL AND SUBLICENSEABLE (PROVIDED THAT
SUCH SUBLICENSEES COMPLY WITH THE RELEVANT PROVISIONS OF THIS AGREEMENT) BASIS;
11.7.2.C.
MOMENTA SHALL CEASE TO USE AND SHALL ASSIGN TO SANDOZ ALL OF ITS
RIGHT, TITLE AND INTEREST IN AND TO ALL CLINICAL, TECHNICAL AND OTHER RELATED
REPORTS, RECORDS, DATA, INFORMATION AND MATERIALS AND ALL REGULATORY FILINGS AND
MARKETING APPROVALS RELATING TO SUCH TERMINATED PRODUCT(S) IN THE FIELD IN THE
RELEVANT TERRITORY (OR REGION, IF APPLICABLE) (AND MOMENTA SHALL DELIVER TO
SANDOZ, AT MOMENTA'S EXPENSE, ONE (1) COPY OF EACH PHYSICAL EMBODIMENT OF THE
AFOREMENTIONED ITEMS WITHIN THIRTY (30) DAYS AFTER SUCH TERMINATION);
11.7.2.D.
MOMENTA SHALL PROMPTLY RETURN TO SANDOZ ALL MATERIALS AND RECORDS IN
MOMENTA'S POSSESSION OR CONTROL CONTAINING CONFIDENTIAL INFORMATION OF SANDOZ
WHICH SOLELY RELATES TO SUCH TERMINATED PRODUCT(S) (OR SUCH PRODUCT(S) ONLY WITH
RESPECT TO THE TERMINATED REGIONS, IF APPLICABLE);
11.7.2.E.
MOMENTA SHALL TRANSFER AND ASSIGN TO SANDOZ ALL TRADEMARKS AND
TRADENAMES OF SUCH TERMINATED PRODUCT(S) THAT HAVE RECEIVED MARKETING APPROVAL
IN THE RELEVANT TERRITORY (OR REGION, IF APPLICABLE) IN THE FIELD, EXCEPT FOR
ANY SUCH TRADEMARKS OR TRADENAMES OR A