OF SECTION 12.6 SHALL REMAIN IN EFFECT;
11.7.2.I.
FOR AS LONG AS SANDOZ IS MARKETING SUCH TERMINATED PRODUCT(S) AND
ABIDING BY ITS FINANCIAL OBLIGATIONS TO MOMENTA PURSUANT TO SECTION 11.7.2(G),
MOMENTA SHALL NOT PROVIDE ANY PATENT RIGHTS, KNOW-HOW OR ANY OTHER ASSISTANCE TO
ANY THIRD PARTY TO CHARACTERIZE, DEVELOP, PRODUCE, MANUFACTURE OR COMMERCIALIZE
THE RELEVANT REFERENCE-EQUIVALENT PRODUCT(S) IN THE FIELD IN THE RELEVANT
TERRITORY (OR REGION, IF APPLICABLE); AND
11.7.2.J.
THE PROVISIONS OF SECTIONS 8.4, 8.5 AND 8.6 (EXCEPT THAT SANDOZ,
RATHER THAN THE JOC, SHALL DETERMINE THE APPROPRIATE COURSE OF ACTION, SUBJECT
TO MOMENTA'S RIGHTS IN ACCORDANCE WITH THE GENERAL CONCEPTS OF SECTION 8.4), AND
SECTION 8.7 SHALL CONTINUE TO APPLY WITH RESPECT TO MOMENTA PATENT RIGHTS AND
MOMENTA COLLABORATION PATENT RIGHTS IN THE FIELD IN THE RELEVANT TERRITORY (OR
REGION, AS APPLICABLE), TO THE EXTENT REASONABLY NECESSARY FOR THE DEVELOPMENT
AND COMMERCIALIZATION OF SUCH TERMINATED PRODUCT(S) IN THE FIELD IN THE RELEVANT
TERRITORY (OR REGION, IF APPLICABLE).
60
The post-termination license rights granted to Sandoz in Section 11.7.2(b) shall
apply only as to any Momenta IP and Joint Collaboration IP existing as of the
date of such termination of this Agreement that (i) has actually been used in
the Collaborative Program with respect to such terminated Product(s) prior to
the date of such termination of this Agreement, or (ii) is otherwise necessary
or reasonably useful for the Development and Commercialization of such
terminated Product(s) in the Field in the relevant Territory (or Region, if
applicable), and shall expressly exclude any other Momenta IP and any other
Joint Collaboration IP.
11.7.3.
With respect to the Glycoprotein Products, in the event of
termination of this Agreement (in its entirety or with respect to a Glycoprotein
Product, as applicable), except as provided in Section 11.7.4,
11.7.3.A.
ALL LICENSES GRANTED BY SANDOZ TO MOMENTA WITH RESPECT TO SUCH
TERMINATED PRODUCT(S) SHALL TERMINATE;
11.7.3.B.
ALL LICENSES GRANTED BY MOMENTA TO SANDOZ UNDER ARTICLE 2 WITH
RESPECT TO SUCH TERMINATED PRODUCT(S) SHALL TERMINATE; PROVIDED, HOWEVER, THAT,
IF SUCH TERMINATION IS BY SANDOZ PURSUANT TO SECTION 11.2 OR 11.4.5 AND IF, IN
ITS NOTICE OF TERMINATION PURSUANT TO SUCH SECTION 11.2 OR 11.4.5, SANDOZ
ELECTED TO RETAIN THE MOMENTA 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;
11.7.3.C.
MOMENTA SHALL CEASE TO USE AND SHALL ASSIGN TO SANDOZ 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 MOMENTA SHALL DELIVER TO SANDOZ, AT MOMENTA'S EXPENSE,
ONE (1) COPY OF EACH PHYSICAL EMBODIMENT OF THE AFOREMENTIONED ITEMS WITHIN
THIRTY (30) DAYS AFTER SUCH TERMINATION);
11.7.3.D.
MOMENTA SHALL PROMPTLY RETURN TO SANDOZ ALL MATERIALS AND RECORDS
IN ITS POSSESSION OR CONTROL CONTAINING CONFIDENTIAL INFORMATION OF SANDOZ WHICH
SOLELY RELATES TO SUCH TERMINATED PRODUCT(S);
11.7.3.E.