OWN EXPENSE, REASONABLY COOPERATE
WITH AND ASSIST THE OTHER PARTY, AT SUCH OTHER PARTY'S REQUEST, IN CONNECTION
WITH THE PROSECUTION AND MAINTENANCE THE PATENTS COVERING ANY COLLABORATION
TECHNOLOGY, INCLUDING BY MAKING SCIENTISTS AND SCIENTIFIC RECORDS REASONABLY
AVAILABLE TO SUCH OTHER PARTY.
9.5.4
DISCLOSURE OF DEVELOPMENTS.
EACH PARTY SHALL KEEP THE OTHER
INFORMED AS TO MATERIAL DEVELOPMENTS WITH RESPECT TO THE PROSECUTION AND
MAINTENANCE OF PATENTS COVERING ANY COLLABORATION TECHNOLOGY INCLUDING BY
PROMPTLY PROVIDING TO THE OTHER PARTY COPIES OF ANY SUBSTANTIVE DOCUMENTS THAT
SUCH PARTY RECEIVES FROM ANY PATENT OFFICE (INCLUDING NOTICE OF INTERFERENCES,
REISSUES, RE-EXAMINATIONS, OPPOSITIONS OR REQUESTS FOR PATENT TERM EXTENSIONS),
AND BY PROVIDING SUCH OTHER PARTY THE OPPORTUNITY TO HAVE REASONABLE INPUT INTO
THE STRATEGIC ASPECTS OF SUCH PROSECUTION AND MAINTENANCE.
58
[ * ] = 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.
9.5.5
TRANSFER OF PROSECUTION AND MAINTENANCE.
IF A PROSECUTING PARTY
ELECTS NOT TO PROSECUTE AND MAINTAIN PATENTS COVERING COLLABORATION TECHNOLOGY
IN A COUNTRY, AND THE OTHER PARTY RETAINS RIGHTS TO SUCH PATENT AT THE TIME OF
SUCH ELECTION, SUCH PROSECUTING PARTY SHALL PROVIDE AT LEAST SIXTY (60) DAYS
WRITTEN NOTICE TO THE OTHER PARTY.
THEREAFTER, SUCH OTHER PARTY SHALL HAVE THE
RIGHT, BUT NOT THE OBLIGATION, TO PURSUE, AT ITS SOLE EXPENSE, IN ITS SOLE
DISCRETION AND IN ITS SOLE NAME, THE PROSECUTION AND MAINTENANCE OF SUCH PATENTS
IN SUCH COUNTRY.
UPON THE TRANSFER OF PROSECUTION AND MAINTENANCE OF SUCH
PATENTS TO SUCH OTHER PARTY IN ACCORDANCE WITH THE FOREGOING, THE TRANSFERRING
PARTY SHALL ALSO ASSIGN AND TRANSFER ITS OWNERSHIP RIGHTS IN AND TO SUCH PATENTS
TO THE SUCH OTHER PARTY.
9.6
ENFORCEMENT RIGHTS.
9.6.1
DEFENSE AND SETTLEMENT OF THIRD PARTY CLAIMS.
IF ANY COLLABORATION
COMPOUND, COLLABORATION BACK-UP COMPOUND OR LICENSED PRODUCT MANUFACTURED, USED
OR SOLD BY CELGENE, ITS AFFILIATES OR SUBLICENSEES BECOMES THE SUBJECT OF A
THIRD PARTY'S CLAIM OR ASSERTION OF INFRINGEMENT OF A PATENT OR OTHER
INTELLECTUAL PROPERTY RELATING TO THE MANUFACTURE, USE, SALE, OFFER FOR SALE OR
IMPORTATION OF SUCH COLLABORATION COMPOUND OR LICENSED PRODUCT, THE PARTY FIRST
HAVING NOTICE OF THE CLAIM OR ASSERTION SHALL PROMPTLY NOTIFY THE OTHER PARTY,
AND THE PARTIES SHALL PROMPTLY CONFER TO CONSIDER THE CLAIM OR ASSERTION AND THE
APPROPRIATE COURSE OF ACTION.
UNLESS THE PARTIES OTHERWISE AGREE IN WRITING
AND, IF APPLICABLE, SUBJECT TO THE INDEMNIFICATION OBLIGATIONS AND PROCEDURE SET
FORTH IN SECTION 11.4 BELOW, EACH PARTY SHALL HAVE THE RIGHT TO DEFEND ITSELF
AGAINST A SUIT THAT NAMES IT AS A DEFENDANT.
NEITHER PARTY SHALL ENTER INTO ANY
SETTLEMENT OF ANY CLAIM DESCRIBED IN THIS SECTION 9.5 THAT ADVERSELY AFFECTS THE
OTHER PARTY'S RIGHTS OR INTERESTS WITHOUT SUCH OTHER PARTY'S WRITTEN CONSENT,
WHICH CONSENT SHALL NOT BE UNREASONABLY CONDITIONED, WITHHELD OR DELAYED.
IN
ANY EVENT, THE PARTIES SHALL REASONABLY ASSIST ONE ANOTHER AND COOPERATE IN ANY
SUCH LITIGATION AT THE OTHER PARTY'S REQUEST