THE EXCLUSIVE RIGHT TO APPLY FOR PATENT RIGHTS WITH RESPECT TO ALL
DECITABINE IMPROVEMENTS, AND MGI SHALL INFORM SUPERGEN, AND REQUIRE THAT ITS
AFFILIATES AND LICENSEES INFORM SUPERGEN, THEREOF. MGI, ITS AFFILIATES, AND
LICENSEES SHALL TREAT DECITABINE IMPROVEMENTS AS THE CONFIDENTIAL INFORMATION OF
SUPERGEN, AND SHALL NOT MAKE ANY DISCLOSURE OR USE THEREOF WITHOUT FIRST GIVING
SUPERGEN A REASONABLE OPPORTUNITY TO FILE PATENT RIGHTS COVERING THE DECITABINE
IMPROVEMENT. MGI AND ITS AFFILIATES HEREBY IRREVOCABLY ASSIGN, AND SHALL ASSIGN
AND CAUSE THE LICENSEES TO ASSIGN, TO SUPERGEN ALL RIGHT, TITLE, AND INTEREST IN
AND TO THE DECITABINE IMPROVEMENTS
26
worldwide, including the right to file, prosecute, and maintain Patent Rights
with respect thereto in all countries and under all treaties. MGI shall, and
shall cause its Affiliates and Licensees to, execute such documents, render such
assistance, and take such other actions as SuperGen may request, at SuperGen's
expense, as may be necessary to apply for, register, perfect, confirm, defend,
and enforce SuperGen's rights with respect to Decitabine Improvements.
9.2
PATENT PROSECUTION. SUPERGEN (AND ITS DESIGNEES) SHALL HAVE THE FIRST RIGHT
TO CONDUCT ALL FUTURE ACTIVITIES WITH RESPECT TO THE PREPARATION, FILING,
PROSECUTION AND MAINTENANCE (INCLUDING INTERFERENCES, RE-EXAMINATIONS, REISSUES,
OPPOSITIONS AND THE LIKE) OF THE PATENT RIGHTS IN THE LICENSED PATENTS, OF
JOINTLY OWNED PATENT RIGHTS, AND OF PATENT RIGHTS WITH RESPECT TO DECITABINE
IMPROVEMENTS, AND THE PARTIES SHALL SHARE EQUALLY THE COSTS AND EXPENSES
ASSOCIATED WITH SUPERGEN PERFORMING SUCH ACTIVITIES. MGI SHALL REIMBURSE
SUPERGEN FOR ONE HALF OF SUCH COSTS AND EXPENSES UPON INVOICE. IF SUPERGEN
DECIDES, IN ITS SOLE DISCRETION, TO ABANDON AN ISSUED PATENT OR PENDING PATENT
APPLICATION WITHIN THE SCOPE OF THE FOREGOING, THEN IT SHALL SO NOTIFY MGI IN
WRITING AT LEAST SIXTY (60) DAYS PRIOR TO THE DATE ON WHICH THE NEXT ACTION OR
FILING IS DUE TO BE TAKEN WITH RESPECT THERETO (OR SUCH SHORTER TIME AS IS
REASONABLY PRACTICAL FOR DEADLINES NOT EXTENDABLE BEYOND 90 DAYS), AND SHALL
GIVE MGI A REASONABLE OPPORTUNITY, AT MGI'S SOLE EXPENSE, TO ASSUME
RESPONSIBILITY FOR PROSECUTING AND MAINTAINING THE PATENT RIGHT.
9.3
PROSECUTION. ON REQUEST OF THE PARTY PERFORMING THE PREPARATION, FILING,
PROSECUTION, OR MAINTENANCE OF ANY PATENT RIGHTS IN ACCORDANCE WITH THE
FOREGOING, THE OTHER PARTY WILL REASONABLY COOPERATE WITH THE PROSECUTING PARTY
IN CONNECTION THEREWITH, WITHOUT DEMANDING ANY FURTHER CONSIDERATION THEREFOR,
INCLUDING, WITHOUT LIMITATION, EXECUTING AND FILING APPLICATIONS, REGISTRATIONS,
POWERS OF ATTORNEY, OATHS AND OTHER APPROPRIATE DOCUMENTS, PROVIDING APPROPRIATE
CONSENTS AND/OR AUTHORIZATIONS, AND JOINING IN ANY ADMINISTRATIVE OR JUDICIAL
ACTION RELATING TO THE PROSECUTION OR MAINTENANCE OF ANY PATENT RIGHTS. THE
PROSECUTING PARTY IN ACCORDANCE WITH THE FOREGOING SHALL KEEP THE OTHER
REASONABLY INFORMED AS TO THE STATUS OF THE PATENT RIGHT BEING PROSECUTED UNDER
SECTION 9.2, INCLUDING PROVIDING TO THE OTHER PARTY WITH COPIES OF ANY
SIGNIFICANT DOCUMENTS THAT SUCH PARTY RECEIVES FROM OR SENDS TO THE APPLICABLE
GOVERNMENT OFFICE, SUCH AS NOTICES OF INTERFERENCES, RE-EXAMINATIONS,
OPPOSITIONS OR REQUESTS FOR PATENT TERM EXTENSIONS.
9.4
EXTENSIONS. SUPERGEN SHALL HAVE THE RIGHT BUT NOT THE OBLIGATION