in a given country,
Ikaria shall, within [**] days following BioLineRx's written request, notify
BioLineRx in writing whether Ikaria intends to Commercialize a Product in the
Field in such country.
If Ikaria notifies BioLineRx that Ikaria has no intent
to Commercialize a Product in the Field in such country, BioLineRx may, upon
written notice to Ikaria within [**] days of receipt of Ikaria's notice of lack
of intent, exercise a right to directly Commercialize a Product in the Field in
such country.
If BioLineRx provides Ikaria with such notice: [**].
(D)
COSTS AND EXPENSES.
IKARIA SHALL PAY THE COSTS AND EXPENSES OF
PREPARING, FILING, PROSECUTING, AND MAINTAINING THE PATENT RIGHTS COVERED BY
SECTION 5.2(A) OR SECTION 5.2(B), [**].
19
(E)
COOPERATION BETWEEN PARTIES.
EACH PARTY AGREES TO COOPERATE WITH
THE OTHER WITH RESPECT TO THE PREPARATION, FILING, PROSECUTION AND MAINTENANCE
OF PATENT RIGHTS PURSUANT TO THIS SECTION 5.2, INCLUDING THE EXECUTION OF ALL
SUCH DOCUMENTS AND INSTRUMENTS AND THE PERFORMANCE OF SUCH ACTS AS MAY BE
REASONABLY NECESSARY IN ORDER TO PERMIT THE OTHER PARTY TO CONTINUE ANY
PREPARATION, FILING, PROSECUTION OR MAINTENANCE OF SUCH PATENT RIGHTS, INCLUDING
PATENT RIGHTS THAT SUCH PARTY HAS ELECTED NOT TO PURSUE, AS PROVIDED FOR IN
SUBSECTIONS (A), (B) AND (C) ABOVE.
IN ADDITION, THE FILING, PROSECUTING AND
MAINTAINING PARTY IN SUBSECTIONS (A), (B) AND (C) ABOVE SHALL PROMPTLY FORWARD
TO THE OTHER PARTY COPIES OF ANY SUBSTANTIVE CORRESPONDENCE AND ACTIONS PREPARED
FOR OR RECEIVED FROM THE U.S. PATENT AND TRADEMARK OFFICE OR ANY FOREIGN PATENT
OFFICE THAT MAY MATERIALLY AFFECT THE PATENT RIGHTS BEING PROSECUTED OR
MAINTAINED.
THE OTHER PARTY'S PATENT COUNSEL MAY PROVIDE COMMENTS TO THE
FILING, PROSECUTING AND MAINTAINING PARTY.
IF ANY COMMENTS BY THE OTHER PARTY'S
PATENT COUNSEL ARE PROVIDED IN SUFFICIENT TIME FOR THE FILING, PROSECUTING AND
MAINTAINING PARTY TO REFLECT SUCH COMMENTS IN ITS CORRESPONDENCE OR RESPONSE,
AND SUCH COMMENTS ARE REASONABLY DIRECTED TO MAXIMIZING THE COVERAGE OF THE
CLAIMS OF THE PATENT RIGHTS BEING PROSECUTED OR MAINTAINED, THE FILING,
PROSECUTING AND MAINTAINING PARTY SHALL REFLECT SUCH COMMENTS IN ITS
CORRESPONDENCE OR RESPONSE, IF ITS PATENT COUNSEL DEEMS IT PRUDENT TO DO SO.
(F)
COORDINATION WITH BIOLINERX PURSUANT TO THE SUBLICENSED IP.
WITH
RESPECT TO ANY SUBLICENSED IP WHICH IKARIA IS RESPONSIBLE FOR FILING,
PROSECUTING, AND MAINTAINING, IKARIA SHALL:
(I)
CONSULT WITH BIOLINERX REGARDING THE PREPARATION, FILING, AND
PROSECUTION OF ALL PATENT APPLICATIONS, AND THE MAINTENANCE OF ALL PATENTS,
INCLUDED WITHIN SUCH SUBLICENSED IP, INCLUDING THE CONTENT, TIMING, AND
JURISDICTION OF THE FILING OF SUCH PATENT APPLICATIONS AND THEIR PROSECUTION,
AND OTHER DETAILS AND OVERALL GLOBAL STRATEGY PERTAINING TO THE PROCUREMENT AND
MAINTENANCE OF PATENT RIGHTS IN SUCH SUBLICENSED IP, AND SHALL FILE, PROSECUTE,
AND MAINTAIN ALL SUCH PATENT RIGHTS THROUGH A LAW OR PATENT ATTORNEY FIRM
SELECTED BY IKARIA AND APPROVED BY BIOLINERX (AND
BIOLINERX SHALL EXERCISE ITS
RIGHTS UNDER THE BGN LICENSE AGREEMENT AS MAY BE NECESSARY TO OBTAIN BGN'S
APPROVAL); AND
(II)
PROVIDE BIOLINERX WITH COPIES OF ALL PATENT APPLICATIONS THAT
CLAIM OR DISCLOSE