BEFORE TAKING OR AUTHORIZING OR ALLOWING THE TAKING OF
ANY MATERIAL ACTION
Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Exchange Act; [*] denotes
omissions.
14
(VERBALLY, ORALLY OR OTHERWISE) WITH RESPECT TO THE EXACT OVERSEEN PATENT RIGHTS
WITH THE UNITED STATES PATENT AND TRADEMARK OFFICE OR ANY FOREIGN EQUIVALENTS
THEREOF, OR OTHERWISE, EXACT WILL, AND WILL CAUSE ITS PATENT COUNSEL TO,
DISCLOSE TO JHU AND ITS DESIGNATED PATENT COUNSEL, IN REASONABLE DETAIL, THE
ACTION OR ACTIONS SO PROPOSED AND WILL PROVIDE JHU, FOR A PERIOD OF THIRTY (30)
DAYS (THE "REVIEW PERIOD"), WITH REASONABLE OPPORTUNITY TO PROVIDE COMMENT TO
COMPANY, AND TO OTHERWISE DISCUSS WITH COMPANY THE SELECTION AND/OR THE CONTENT
AND SCOPE OF CLAIMS, PATENT FILINGS, PATENT STRATEGY AND OTHER MATTERS
REASONABLY RELATED TO THE ACTION OR ACTIONS PROPOSED TO BE TAKEN.
EXACT AGREES
THAT IT WILL COOPERATE WITH JHU DURING THE REVIEW PERIOD AND ALLOW JHU AND ITS
REPRESENTATIVES AND JHU'S OWN PATENT COUNSEL TO PROVIDE ITS OR THEIR INSIGHT,
OPINION, VIEWS AND POSITIONS TO COMPANY AND COMPANY' S PATENT COUNSEL DURING THE
REVIEW PERIOD, AND ANY AND ALL BASES THEREFOR AND THAT EXACT WILL, AND WILL
CAUSE ITS PATENT COUNSEL TO, REASONABLY AND APPROPRIATELY CONSIDER AND ENGAGE IN
MEANINGFUL DIALOGUE WITH JHU AND ITS DESIGNATED PATENT COUNSEL DURING THE REVIEW
PERIOD REGARDING THE SAME, BEFORE MAKING ANY FINAL DECISION IN RESPECT OF THE
ACTION OR ACTIONS PROPOSED.
EXACT AGREES THAT IT WILL, IF COMPANY DEEMS IT
REASONABLE AND APPROPRIATE, INCORPORATE JHU'S REASONABLE AND APPROPRIATE
COMMENTS INTO PATENT FILINGS AND, IF COMPANY DEEMS IT REASONABLE AND
APPROPRIATE, ACCEPT JHU'S REASONABLE REQUESTS OR SUGGESTIONS OR EMPLOY JHU'S
REASONABLY RECOMMENDED PROSECUTION STRATEGY, AS RESPECTS THE EXACT OVERSEEN
PATENT RIGHTS, UNLESS IN EITHER CASE EXACT DETERMINES, AFTER CONSIDERATION OF
THE POSITIONS DISCUSSED AND RAISED BY JHU DURING THE REVIEW PERIOD, THAT SO
DOING WOULD, IN EXACT'S REASONABLE OPINION, BE MATERIALLY INCONSISTENT WITH
EXACT'S BUSINESS STRATEGY OR OBJECTIVES, IN WHICH CASE EXACT SHALL, FOLLOWING
THE REVIEW PERIOD, MAKE WHATEVER DECISIONS, AND TAKE WHATEVER ACTIONS, COMPANY
DEEMS APPROPRIATE WITH RESPECT TO THE EXACT OVERSEEN PATENT RIGHTS; PROVIDED,
HOWEVER, BEFORE PROCEEDING FURTHER AND IN A MANNER INCONSISTENT WITH THE
POSITIONS VOICED BY JHU OR ITS PATENT COUNSEL, EXACT AGREES TO, AND TO CAUSE ITS
PATENT COUNSEL TO, ENGAGE IN AN ADDITIONAL THIRTY (30) DAY PERIOD OF DISCUSSION
AND NEGOTIATION (THE "SUBSEQUENT REVIEW PERIOD") WITH JHU AND ITS PATENT COUNSEL
IN AN EFFORT TO RESOLVE THE DIFFERENCES THEN EXISTING AS BETWEEN THE PARTIES
WITH RESPECT TO THE EXACT OVERSEEN PATENT RIGHTS AND THE ACTION OR ACTIONS SO
PROPOSED.
IF, AFTER NEGOTIATING WITH DILIGENCE AND IN GOOD FAITH DURING THE
SUBSEQUENT REVIEW PERIOD, THE PARTIES STILL CANNOT AGREE OR COME TO SOME
REASONABLE CONSENSUS OR COMPROMISE AS TO THE THEIR DIFFERENCES, THEN, WITH
RESPECT TO THE EXACT OVERSEEN PATENT RIGHTS, EXACT SHALL BE FREE TO MAKE THE
ULTIMATE DECISION(S) AS TO THE