IMPROVEMENTS, RETAINED PATENT RIGHTS AND OPTIONED TECHNOLOGY (IN THE
CASE OF EXACT), AND THE OTHER PARTY WILL COOPERATE WITH THE RESPONSIBLE PARTY IN
REGARD THERETO.
EACH PARTY WILL KEEP THE OTHER PARTY INFORMED REGARDING THE
PROSECUTION AND MAINTENANCE OF SUCH PATENT RIGHTS AS APPLICABLE TO THE OTHER
PARTY'S EXCLUSIVE FIELD UNDER THIS AGREEMENT AND GIVE THE OTHER PARTY A
REASONABLE OPPORTUNITY TO PROVIDE TIMELY COMMENTS FOR SUCH PARTY'S CONSIDERATION
ON DRAFT FILINGS AND CORRESPONDENCE RELATING TO SUCH PROSECUTION OR MAINTENANCE;
PROVIDED THAT THE RESPONSIBLE PARTY WILL MAKE ALL PROSECUTION STRATEGY DECISIONS
IN ITS SOLE DISCRETION AFTER TAKING INTO ACCOUNT IN GOOD FAITH THE COMMENTS OF
THE OTHER PARTY WITH RESPECT TO SUCH OTHER PARTY'S EXCLUSIVE FIELD UNDER THIS
AGREEMENT.
(D)
CERTAIN ADDITIONAL PATENT RIGHTS.
WITH RESPECT TO ANY PATENT RIGHT
EXCLUSIVELY LICENSED TO EXACT IN THE EXACT FIELD OR TO GENZYME IN THE GENZYME
FIELD OR GENZYME CORE FIELD (AS APPLICABLE) HEREUNDER, WITH A SPECIFICATION THAT
COULD SUPPORT A CLAIM WITH APPLICABILITY IN SUCH FIELD, THE FOLLOWING WILL
APPLY: TO THE EXTENT PRACTICABLE, UPON A LICENSEE PARTY'S REQUEST
(THE "REQUESTING PARTY"), THE PARTY CONTROLLING THE PROSECUTION OF SUCH PATENT
RIGHT PURSUANT TO SECTION 12.2(A), 12.2(B) OR 12.2(C) WILL FILE A CONTINUATION
OF SUCH PATENT APPLICATION WITH APPLICABILITY SOLELY IN THE EXCLUSIVE LICENSE
FIELD OF THE REQUESTING PARTY [********], AT WHICH POINT THE PROVISIONS OF
SECTION 12.2(C) WILL APPLY AS IF SUCH CONTINUATION WERE, IN THE CASE OF GENZYME
AS THE REQUESTING PARTY, A GENZYME LICENSED IMPROVEMENT (E.G., GENZYME WILL HAVE
THE RIGHT TO CONTROL THE PROSECUTION AND MAINTENANCE OF SUCH CONTINUATION AND
EXACT WILL COOPERATE WITH REGARD THERETO) OR, IN THE CASE OF EXACT AS THE
REQUESTING PARTY, AN EXACT LICENSED IMPROVEMENT (E.G., EXACT WILL HAVE THE RIGHT
TO CONTROL THE PROSECUTION AND MAINTENANCE OF SUCH CONTINUATION AND GENZYME WILL
COOPERATE WITH REGARD THERETO), AS APPLICABLE; PROVIDED THAT THE REQUESTING
PARTY IN PROSECUTING SUCH CONTINUATION WILL DO SO IN THE OTHER PARTY'S NAME.
(E)
COOPERATION.
EACH PARTY HEREBY AGREES:
(I) TO MAKE ITS EMPLOYEES,
AGENTS AND CONSULTANTS REASONABLY AVAILABLE TO THE OTHER PARTY (OR TO THE OTHER
PARTY'S AUTHORIZED ATTORNEYS, AGENTS OR REPRESENTATIVES) TO THE EXTENT
REASONABLY NECESSARY TO ENABLE SUCH PARTY TO UNDERTAKE PROSECUTION OF PATENT
RIGHTS AS CONTEMPLATED BY THIS AGREEMENT; (II)
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.
33
TO COOPERATE, IF NECESSARY AND APPROPRIATE, WITH THE OTHER PARTY IN GAINING
PATENT TERM EXTENSIONS WHEREVER APPLICABLE TO PATENT RIGHTS THAT ARE SUBJECT TO
THIS AGREEMENT; AND (III) TO USE ITS COMMERCIALLY REASONABLE AND DILIGENT
EFFORTS TO MINIMIZE OR AVOID INTERFERENCE WITH THE PROSECUTION AND MAINTENANCE
OF THE OTHER PARTY'S PATENT RIGHTS THAT ARE SUBJECT TO THIS AGREEMENT.
AS PART
OF THE PROSECUTION OF ANY PRIMARY PATENT RIGHT OR SECONDARY PATENT RIGHT, IF A
PRIORITY CLAIM IS MADE AFTER THE EFFECTIVE DATE THAT WOULD MAKE SUCH PATENT
RIGHT A