Exchange Act of 1934, as
amended.
STRUCTURE OF SUCH CELGENE COMPOUND MINUS ANY SUBSTITUENT R GROUPS) MADE BY OR
UNDER THE AUTHORITY OF A PARTY, WHETHER ALONE OR JOINTLY WITH OTHERS, IN
CONNECTION WITH THE ACTIVITIES CONDUCTED PURSUANT TO THIS AGREEMENT, SHALL BE
OWNED BY, AND ARE HEREBY ASSIGNED TO, CELGENE; AND (II) TITLE TO ALL OTHER
COMPOUND IMPROVEMENTS MADE BY OR UNDER THE AUTHORITY OF A PARTY, WHETHER ALONE
OR JOINTLY WITH OTHERS, IN CONNECTION WITH THE ACTIVITIES CONDUCTED PURSUANT TO
THIS AGREEMENT, SHALL BE OWNED BY, AND ARE HEREBY ASSIGNED TO, ARRAY.
AS USED
HEREIN, "COMPOUND IMPROVEMENT" MEANS ANY INVENTION OR OTHER SUBJECT MATTER
(INCLUDING INFORMATION) COMPRISING THE COMPOSITION OF MATTER OF ANY COMPOUND,
DEVELOPMENT COMPOUND, COLLABORATION COMPOUND, BACK-UP COMPOUND, DEVELOPMENT
BACK-UP COMPOUND, COLLABORATION BACK-UP COMPOUND, ABANDONED COMPOUND OR LICENSED
PRODUCT, OR METHOD OF USE OR MANUFACTURE THEREOF (TOGETHER WITH ALL INTELLECTUAL
PROPERTY RIGHTS THEREIN, INCLUDING PATENTS).
UPON THE OWNING PARTY'S REQUEST,
THE ASSIGNING PARTY SHALL TAKE, OR CAUSE TO BE TAKEN, ANY AND ALL ACTIONS
NECESSARY TO CONFIRM AND PERFECT THE OWNING PARTY'S RIGHTS IN AND TO CELGENE
COMPOUNDS OR COMPOUND IMPROVEMENTS, AS APPLICABLE.
9.3
INVENTORSHIP.
THE DETERMINATION OF INVENTORSHIP FOR COLLABORATION
TECHNOLOGY SHALL BE MADE IN ACCORDANCE WITH APPLICABLE LAWS RELATING TO
INVENTORSHIP SET FORTH IN THE PATENT LAWS OF THE UNITED STATES.
ALL SUCH
DETERMINATIONS SHALL BE DOCUMENTED TO ENSURE THAT ANY DIVISIONAL OR CONTINUATION
PATENT APPLICATIONS REFLECT APPROPRIATE INVENTORSHIP AND THAT INVENTIONS AND
PATENT RIGHTS ARE ASSIGNED TO THE APPROPRIATE PARTY.
IF EITHER PARTY IDENTIFIES
JOINTLY-OWNED COLLABORATION TECHNOLOGY, THE PARTIES' PATENT COUNSEL SHALL
DETERMINE INVENTORSHIP AND, IN THE EVENT OF A DISAGREEMENT, THE PARTIES SHALL
REFER SUCH DETERMINATION TO MUTUALLY ACCEPTABLE INDEPENDENT OUTSIDE COUNSEL.
9.4
ASSIGNMENT; COOPERATION.
EACH PARTY SHALL REQUIRE ALL OF ITS
EMPLOYEES AND ANY THIRD PARTIES WORKING PURSUANT TO THIS AGREEMENT ON ITS
BEHALF, TO ASSIGN TO SUCH PARTY ANY COLLABORATION TECHNOLOGY DISCOVERED,
CONCEIVED OR REDUCED TO PRACTICE BY SUCH EMPLOYEE OR THIRD PARTY, AND TO
COOPERATE WITH SUCH PARTY IN CONNECTION WITH OBTAINING PATENT PROTECTION
THEREFOR.
THE PARTIES AGREE TO REASONABLY COOPERATE WITH EACH OTHER TO
EFFECTUATE OWNERSHIP OF COLLABORATION TECHNOLOGY AS SET FORTH HEREIN, INCLUDING,
BUT NOT LIMITED TO, BY EXECUTING AND RECORDING DOCUMENTS.
56
[ * ] = Certain confidential information contained in this document, marked by
brackets, has been omitted and filed separately with the Securities and Exchange
Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as
amended.
9.5
PATENT PROSECUTION.
THE PROSECUTING PARTY (AS DEFINED BELOW) OF
PATENTS COVERING INVENTIONS WITHIN THE COLLABORATION TECHNOLOGY SHALL USE
DILIGENT EFFORTS TO OBTAIN A REASONABLE SCOPE OF PROTECTION FOR SUCH
INVENTIONS.
EACH PARTY WILL PROVIDE COPIES OF ALL PATENT PROSECUTION
CORRESPONDENCE TO THE OTHER WITH SUFFICIENT TIME TO ALLOW FOR REVIEW AND COMMENT
BY THE OTHER PARTY, AND, TO THE EXTENT POSSIBLE, AT LEAST SIXTY (60) DAYS PRIOR
TO ANY RESPONSE BEING DUE TO THE APPLICABLE PATENT OFFICE, AND WILL CONSIDER IN
GOOD FAITH REASONABLE COMMENTS PROVIDED BY THE OTHER PARTY.
9.5.1
DEFINITIONS.
THE