make available
to the other, its employees, agents, subcontractors or consultants (including
its authorized attorneys) to the extent reasonably necessary or appropriate to
enable the appropriate party to file, prosecute and maintain patent applications
and resulting patents subject to this Sublicense Agreement to the extent that
Patents claim the Compound or Product (or formulations, use or manufacture
thereof). Where appropriate, each of Sanofi-Aventis, Titan, Novartis and Vanda
shall sign or cause to have signed all documents relating to said patent
applications or patents at no charge to the other.
8.5 Novartis shall obtain all assignments or licenses, as applicable from
the patent holder of the Patents in the ROW Territory, to the same extent as
Novartis is entitled to receive such assignments or licenses from Sanofi-Aventis
and Titan under the Sanofi-Aventis Agreement as applicable, to provide Vanda
with the same degree of exclusivity in the ROW Territory under the Patents in
the ROW Territory as Novartis is granted by Sanofi-Aventis and Titan under the
Titan Agreement.
8.6 Promptly after it is notified by Sanofi-Aventis and Titan, Novartis
shall notify Vanda in writing of (a) the issuance of each Sanofi-Aventis-Patent
in the ROW Territory, giving the date of issue and patent number for each
patent, and (b) each notice pertaining to any Sanofi-Aventis-Patent in the ROW
Territory which Sanofi-Aventis receives as patent owner pursuant to any laws or
regulations in the ROW Territory now or hereafter in effect which extend the
Patent life. At Sanofi-Aventis' expense, Sanofi-Aventis, Titan, Novartis and
Vanda shall co-operate with each other in applying for patent term extensions
(including Supplementary Protection Certificates in European Union member
states) where applicable in
Page 50
any country of the ROW Territory. Sanofi-Aventis shall have full responsibility
and authority in the decisions regarding filing for the foregoing
Sanofi-Aventis-Patent extensions at its own expense although Vanda, through
Novartis, shall be consulted and its opinions given due consideration in such
decision-making process. If Sanofi-Aventis elects not to pursue extension of any
Sanofi-Aventis-Patents in the ROW Territory, Vanda shall have the right (but not
the obligation) to apply for such extension in Sanofi-Aventis' name and at
Vanda's expense, and Sanofi-Aventis shall reasonably co-operate in the filing
and procurement thereof.
8.7 Except as otherwise expressly provided in this Sublicense Agreement,
under no circumstances shall a party hereto, as a result of this Sublicense
Agreement, obtain any ownership interest in or other right to any technology,
Know-How, Vanda Know-How, Patents, pending Patent applications, products, or
biological material of the other party, Titan or Sanofi-Aventis, including items
owned, controlled, discovered, invented or developed by the other party, Titan
or Sanofi-Aventis, or transferred by the other party, Titan or Sanofi-Aventis to
that party, at anytime pursuant to this Sublicense Agreement which is not a
direct result of the study, Know-How, Vanda Know-How and experimentation of the
Compound and Product.
8.8 Each of Vanda, Novartis, Titan and Sanofi-Aventis shall promptly, but
in any event no later than ten (10) business days after receipt of notice of
such action,