BMS HAS RIGHTS HEREUNDER TO THE RELEVANT INVENTION.
ISIS SHALL COOPERATE WITH BMS IN THE FILING AND PROSECUTION OF SUCH PATENT
APPLICATIONS, INCLUDING CONSULTING WITH AND ASSISTING BMS AND ITS PATENT COUNSEL
IN DRAFTING PATENT APPLICATIONS AND RESPONSES.
IN ADDITION, UPON REQUEST BY
BMS, ISIS WILL PROVIDE SUCH ASSISTANCE AND EXECUTE SUCH DOCUMENTS AS ARE
REASONABLY NECESSARY TO PERMIT THE FILING, PROSECUTION OR MAINTENANCE OF SUCH
PATENT OR PATENT APPLICATION OR THE ISSUANCE, MAINTENANCE OR EXTENSION OF ANY
RESULTING PATENT OR PERMIT ENFORCEMENT OF SUCH PATENT APPLICATION OR ANY SUCH
PATENT.
BMS, OR ITS OUTSIDE COUNSEL, SHALL PROVIDE ISIS WITH AN UPDATE OF THE
FILING, PROSECUTION AND MAINTENANCE STATUS FOR EACH OF THE PROGRAM PATENT RIGHTS
ON A PERIODIC BASIS FOR WHICH BMS ASSUMES LEAD RESPONSIBILITY AND SHALL
REASONABLY CONSULT WITH AND COOPERATE WITH ISIS WITH RESPECT TO THE PREPARATION,
FILING, PROSECUTION AND MAINTENANCE OF SUCH PROGRAM PATENT RIGHTS, INCLUDING
PROVIDING ISIS WITH DRAFTS OF PROPOSED FILINGS IN SUFFICIENT TIME TO ALLOW ISIS'
REVIEW AND COMMENT BEFORE SUCH FILINGS ARE DUE.
BMS, OR ITS OUTSIDE COUNSEL,
SHALL PROVIDE TO ISIS COPIES OF ANY PAPERS RELATING TO THE FILING, PROSECUTION
AND MAINTENANCE OF SUCH PROGRAM PATENT RIGHTS PROMPTLY UPON THEIR BEING FILED OR
RECEIVED.
IN THE EVENT THAT BMS ELECTS NOT TO PURSUE OR CONTINUE THE FILING,
PROSECUTION OR MAINTENANCE OF ANY PROGRAM PATENT RIGHTS IN ANY COUNTRY, BMS
SHALL PROVIDE ISIS WITH AN OPPORTUNITY TO ASSUME RESPONSIBILITY FOR SUCH FILING,
PROSECUTION OR MAINTENANCE OF SUCH PATENTS TO THE SAME MANNER AS APPLICABLE TO
THE PRODUCT SPECIFIC PATENTS AS PROVIDED IN SECTION 8.2.4, SUCH THAT SUCH
PROGRAM PATENT RIGHTS WILL BE TREATED IN THE SAME MANNER AS PRODUCT SPECIFIC
PATENTS UNDER SECTION 8.2.4.
IN THE CASE WHERE BMS ASSUMES RESPONSIBILITY FOR
THE PREPARATION, FILING, PROSECUTION OR MAINTENANCE OF ANY PATENT OR PATENT
APPLICATION AS SET FORTH ABOVE, AND HAS USED ALL GOOD FAITH, REASONABLE EFFORTS
TO COMPLY WITH ITS OBLIGATIONS TO PROVIDE NOTICE AND INFORMATION AS SET FORTH IS
THIS SECTION 8.2.5, BMS WILL NOT BE LIABLE TO ISIS IN ANY WAY WITH RESPECT TO
ITS HANDLING OF, OR THE RESULTS OBTAINED FROM, THE FILING, PROSECUTION,
ISSUANCE, EXTENSION OR MAINTENANCE OF SUCH APPLICATION OR ANY RESULTING PATENT
OR ANY FAILURE BY IT TO SO FILE, PROSECUTE, EXTEND OR MAINTAIN.
8.2.6
COOPERATION.
IN ACCORDANCE WITH THE FOREGOING, EACH PARTY WILL
COOPERATE REASONABLY IN THE PREPARATION, FILING, PROSECUTION, AND MAINTENANCE OF
THE PRODUCT SPECIFIC PATENTS AND PROGRAM PATENT RIGHTS.
SUCH COOPERATION
INCLUDES (A) PROMPTLY EXECUTING ALL PAPERS AND INSTRUMENTS AND REQUIRING
EMPLOYEES (AND OTHER PERSONS UNDER OBLIGATION TO ASSIGN PATENTS TO SUCH PARTY)
TO EXECUTE SUCH PAPERS AND INSTRUMENTS AS REASONABLE AND APPROPRIATE SO AS TO
ENABLE SUCH OTHER PARTY, TO PREPARE, FILE, PROSECUTE, AND MAINTAIN SUCH PATENTS
IN ANY COUNTRY; AND (B) PROMPTLY INFORMING SUCH OTHER PARTY OF MATTERS THAT MAY
AFFECT THE PREPARATION, FILING, PROSECUTION, OR MAINTENANCE OF ANY SUCH PATENTS.
SECTION 8.3
PATENT TERM EXTENSION.
ISIS AND BMS SHALL EACH COOPERATE
WITH ONE ANOTHER AND SHALL USE COMMERCIALLY REASONABLE EFFORTS