EXHAUSTED, THEN, SUBJECT TO ANY PRIOR OBLIGATIONS OF SANDOZ, (1) MOMENTA
SHALL HAVE THE RIGHT, AT ITS OWN EXPENSE AND UPON WRITTEN NOTICE TO SANDOZ, TO
ASSUME CONTROL OF THE FILING, PROSECUTION AND MAINTENANCE OF SUCH PATENT RIGHT
IN SANDOZ'S NAME OR THE NAME OF ITS THIRD PARTY LICENSOR, AS APPLICABLE, IN
WHICH EVENT, SANDOZ SHALL
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PROVIDE ASSISTANCE (INCLUDING THE EXECUTION OF ALL NECESSARY DOCUMENTS AND
INSTRUMENTS) TO AND COOPERATE WITH MOMENTA IN PROSECUTING THE SUBJECT PATENT
RIGHT, SHOULD MOMENTA ELECT TO PROSECUTE AND MAINTAIN THE SUBJECT PATENT RIGHT,
AND (2) SANDOZ SHALL PROVIDE MOMENTA 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 MOMENTA (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;
11.7.4.G.
THE PATENT MARKING OBLIGATIONS SET FORTH IN SECTION 8.8, AND THE
INSURANCE OBLIGATIONS OF SECTION 12.6 SHALL REMAIN IN EFFECT;
11.7.4.H.
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'S 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, TO
THE EXTENT REASONABLY NECESSARY FOR THE DEVELOPMENT AND COMMERCIALIZATION OF
SUCH TERMINATED PRODUCT(S) IN THE FIELD IN THE RELEVANT TERRITORY; AND
11.7.4.I.
EXCEPT FOR ANY PAYMENTS OWED TO SANDOZ AS OF THE RELEVANT DATE
OF TERMINATION OR EXPIRATION, MOMENTA WILL NOT OWE ANY OTHER PAYMENTS TO SANDOZ
WITH RESPECT TO SUCH TERMINATED PRODUCT(S) IN THE RELEVANT TERRITORY.
The post-termination license rights granted to Momenta in Section 11.7.4(b)
shall apply only as to any Sandoz 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 Sandoz IP.
11.8.
SURVIVAL.
UPON EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY
REASON, (A) NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO RELEASE EITHER PARTY
FROM ANY OBLIGATIONS THAT WERE INCURRED PRIOR TO THE EFFECTIVE DATE OF
EXPIRATION OR TERMINATION; (B) THE FOLLOWING PROVISIONS SHALL EXPRESSLY SURVIVE
ANY SUCH EXPIRATION OR TERMINATION:
ARTICLES 1, 10 AND 14, ARTICLE 3 WITH
RESPECT TO ANY THEN-CURRENT SANDOZ MFN PROJECTS (TO THE EXTENT THAT THE
AGREEMENT HAS TERMINATED AS A RESULT OF A BREACH BY MOMENTA UNDER SECTION 11.2),
SECTIONS 2.1.2, 2.4, 2.5 (TO THE EXTENT APPLICABLE TO THE LICENSES WHICH SURVIVE
TERMINATION), 2.6, 4.4 (AS APPLICABLE), 8.1.1, 8.1.2, 8.1.3, 8.1.4, 8.2.3 (WITH
RESPECT TO ALL JOINT COLLABORATION PATENT RIGHTS, FOR WHICH ALL OUT-OF-POCKET
COSTS SHALL BE BORNE EQUALLY BY THE PARTIES), 9.3, 11.7 (AS APPLICABLE), 11.8,
11.9, 13.2, 13.3; AND (C) (I) THE OBLIGATIONS TO INDEMNIFY UNDER SECTIONS