WORLD, ALONE OR WITH OR THROUGH THIRD PARTIES; AND
11.7.3.J.
EXCEPT FOR ANY PAYMENTS OWED TO MOMENTA AS OF THE RELEVANT DATE
OF TERMINATION OR EXPIRATION, SANDOZ WILL NOT OWE ANY FURTHER PROFIT INTEREST OR
MILESTONE PAYMENTS TO MOMENTA WITH RESPECT TO SUCH TERMINATED PRODUCT(S) IN THE
RELEVANT TERRITORY.
The post-termination license rights granted to Sandoz in Section 11.7.3(b) shall
apply only as to any Momenta IP that has actually been used in the Collaborative
Program prior to the date of termination of this Agreement, and shall expressly
exclude any other Momenta IP.
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11.7.4.
WITH RESPECT TO THE GLYCOPROTEIN PRODUCTS, IN THE EVENT OF
TERMINATION OF THIS AGREEMENT WITH RESPECT TO A GLYCOPROTEIN PRODUCT BY MOMENTA
PURSUANT TO SECTION 11.5,
11.7.4.A.
ALL LICENSES GRANTED BY MOMENTA TO SANDOZ WITH RESPECT TO SUCH
TERMINATED PRODUCT(S) SHALL TERMINATE;
11.7.4.B.
ALL LICENSES GRANTED BY SANDOZ TO MOMENTA UNDER ARTICLE 2 WITH
RESPECT TO SUCH TERMINATED PRODUCT(S) SHALL TERMINATE; PROVIDED, HOWEVER, THAT,
IF, IN ITS NOTICE OF TERMINATION PURSUANT TO SECTION 11.5, MOMENTA ELECTED TO
RETAIN THE SANDOZ LICENSE, THEN SUCH LICENSES SHALL REMAIN IN EFFECT ON AN
IRREVOCABLE, PERPETUAL AND SUBLICENSEABLE (PROVIDED THAT SUCH SUBLICENSEES
COMPLY WITH THE RELEVANT PROVISIONS OF THIS AGREEMENT) BASIS;
11.7.4.C.
SANDOZ SHALL CEASE TO USE AND SHALL ASSIGN TO MOMENTA 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 (AND SANDOZ SHALL DELIVER TO MOMENTA, AT SANDOZ' EXPENSE, ONE
(1) COPY OF EACH PHYSICAL EMBODIMENT OF THE AFOREMENTIONED ITEMS WITHIN THIRTY
(30) DAYS AFTER SUCH TERMINATION);
11.7.4.D.
SANDOZ SHALL PROMPTLY RETURN TO MOMENTA ALL MATERIALS AND RECORDS
IN ITS POSSESSION OR CONTROL CONTAINING CONFIDENTIAL INFORMATION OF MOMENTA
WHICH SOLELY RELATES TO SUCH TERMINATED PRODUCT(S);
11.7.4.E.
SANDOZ SHALL TRANSFER AND ASSIGN TO MOMENTA ALL TRADEMARKS AND
TRADENAMES OF SUCH TERMINATED PRODUCT(S) THAT HAVE RECEIVED MARKETING APPROVAL
IN THE RELEVANT TERRITORY IN THE FIELD, EXCEPT FOR ANY SUCH TRADEMARKS OR
TRADENAMES OR A PART THEREOF THAT USE THE NAME "SANDOZ" 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 SANDOZ AFFILIATE;
11.7.4.F.
TO THE EXTENT THAT MOMENTA RETAINED SANDOZ LICENSES PURSUANT TO
SECTION 11.7.4(B), SUBJECT TO ANY PRIOR OBLIGATIONS OF SANDOZ, SANDOZ SHALL
CONTINUE TO USE COMMERCIALLY REASONABLE EFFORTS TO TIMELY PREPARE, FILE,
PROSECUTE AND MAINTAIN, AT ITS EXPENSE, SANDOZ PATENT RIGHTS AND SANDOZ
COLLABORATION PATENT RIGHTS IN THE FIELD IN THE RELEVANT TERRITORY TO THE EXTENT
REASONABLY NECESSARY FOR THE DEVELOPMENT AND COMMERCIALIZATION OF SUCH
TERMINATED PRODUCT(S) IN THE FIELD IN THE TERRITORY; PROVIDED, HOWEVER, THAT IF
SANDOZ DECLINES TO FILE, PROSECUTE OR MAINTAIN ANY SUCH PATENT RIGHT OR IF
SANDOZ 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