INCURRED ARE HELD INVALID OR UNENFORCEABLE IN THAT
COUNTRY.
NOTWITHSTANDING THE FOREGOING, IF AZ IS REQUIRED TO OBTAIN A LICENSE
AS DESCRIBED IN THIS SECTION 6.15.1 FOR [ * ] OF A CANDIDATE DRUG, AND AZ [ * ],
THEN AZ MAY REDUCE THE AMOUNT DUE TO ARRAY [ * ]; PROVIDED THAT [ * ] FOR ANY
CANDIDATE DRUG SHALL NOT BE SO REDUCED [ * ].
6.15.2
COMPLEMENTARY TECHNOLOGIES.
IN ADDITION TO THE
FOREGOING ROYALTY REDUCTION, IT IS UNDERSTOOD THAT ON A CASE-BY-CASE BASIS, AZ
AND ARRAY MAY AGREE THAT IT WOULD BE IN THEIR MUTUAL BEST INTERESTS TO
IN-LICENSE A COMPLEMENTARY TECHNOLOGY FOR USE WITH A LICENSED PRODUCT, AND IN
SUCH CASE MAY SIMILARLY AGREE THAT IT WOULD BE IN THEIR MUTUAL BEST INTERESTS TO
AGREE UPON A FURTHER REDUCTION CALCULATED BY REFERENCE TO ROYALTIES PAID WITH
RESPECT TO SUCH IN-LICENSE; PROVIDED, HOWEVER, THAT NEITHER PARTY SHALL BE
OBLIGATED TO AGREE TO ANY SUCH REDUCTION, AND NO SUCH REDUCTION SHALL BE MADE
UNLESS SO AGREED.
6.15.3
CONSULTATION; DISPUTES.
AZ SHALL CONSULT WITH ARRAY
PRIOR TO ENTERING INTO ANY LICENSE AGREEMENT WITH A THIRD PARTY FOR WHICH AZ
WOULD SEEK TO DEDUCT ROYALTIES UNDER THIS SECTION 6.15, AND SHALL TAKE INTO
ACCOUNT REASONABLE SUGGESTIONS OF ARRAY WITH RESPECT TO SUCH PROPOSED LICENSE.
ANY DISPUTE UNDER THIS SECTION 6.15 INCLUDING ANY DISPUTE AS TO WHETHER SUCH A
LICENSE IS NECESSARY, SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 12.2 BELOW.
ARTICLE VII - COMMERCIALIZATION
7.1
COMMERCIALIZATION RIGHTS.
AZ SHALL BE
RESPONSIBLE FOR THE ESTABLISHMENT, CONTROL AND IMPLEMENTATION OF THE STRATEGY,
PLANS AND BUDGETS FOR MARKETING AND PROMOTION OF THE LICENSED PRODUCTS.
7.2
COMMERCIALIZATION EFFORTS.
AZ SHALL USE
COMMERCIALLY REASONABLE DILIGENT EFFORTS TO DEVELOP AND COMMERCIALIZE LICENSED
PRODUCTS, AND TO PERFORM ITS OBLIGATIONS UNDER SECTIONS 2.1, 3.1, 3.2, 3.4 AND
7.1 OF THIS AGREEMENT, AND TO OBTAIN THE OPTIMUM COMMERCIAL RETURN FOR EACH
LICENSED PRODUCT IN ALL MAJOR MARKETS THROUGHOUT THE WORLD, CONSISTENT WITH THE
PRACTICE OF AZ IN PURSUING THE
29
DEVELOPMENT AND COMMERCIALIZATION OF PHARMACEUTICAL PRODUCTS OF ITS OWN
DEVELOPMENT AND OF SIMILAR COMMERCIAL VALUE POTENTIAL.
ARTICLE VIII - OWNERSHIP OF INTELLECTUAL PROPERTY AND PATENT RIGHTS
8.1
EXISTING TECHNOLOGY INVENTIONS.
8.1.1
GENERAL.
EACH PARTY SHALL RETAIN ALL OF ITS
RIGHTS, TITLE AND INTEREST IN AND TO ITS EXISTING TECHNOLOGY, INCLUDING THE
RIGHT TO TRANSFER OR LICENSE SUCH INTELLECTUAL PROPERTY TO OTHERS FOR ANY
PURPOSE, SUBJECT ONLY TO ITS OBLIGATIONS UNDER THIS AGREEMENT.
EACH PARTY SHALL
PROMPTLY DISCLOSE TO THE OTHER ANY INVENTIONS MADE IN CONNECTION WITH THE
EXISTING TECHNOLOGY.
EACH PARTY SHALL KEEP THE OTHER INFORMED AS TO MATERIAL
DEVELOPMENTS WITH RESPECT TO THE PROSECUTION AND MAINTENANCE OF PATENTS CLAIMING
EXISTING TECHNOLOGY THAT PERTAIN TO CANDIDATE DRUGS OR LICENSED PRODUCTS,
INCLUDING WITHOUT LIMITATION, BY PROVIDING COPIES OF ANY SUBSTANTIVE DOCUMENTS.
INVENTORSHIP SHALL BE DETERMINED IN ACCORDANCE WITH THE PATENT LAWS OF THE
UNITED STATES.
8.1.2
ARRAY SHALL, DURING THE TERM OF THIS AGREEMENT, BE
RESPONSIBLE FOR THE FILING, PROSECUTION AND MAINTENANCE OF THE ARRAY PATENTS, AT
ARRAY'S SOLE