ARRAY OR AZ IN
THE COURSE OF AND IN CONNECTION WITH THE RESEARCH PROGRAM, THE PROCESS PROGRAM
COMPRISING COMPOSITIONS OF MATTER BUT EXCLUDING INVENTIONS RELATING TO SPECIFIC
SALTS AND POLYMORPHS, SHALL BE OWNED BY ARRAY ("CHEMICAL INTELLECTUAL PROPERTY"
AND IN RELATION TO PATENTS "CHEMICAL PATENTS").
(B)
ARRAY SHALL, DURING THE TERM OF THIS
AGREEMENT, BE RESPONSIBLE FOR THE FILING, PROSECUTION AND MAINTENANCE OF THE
CHEMICAL PATENTS AT ITS SOLE DISCRETION.
(C)
ARRAY SHALL USE REASONABLE ENDEAVOURS TO
PROSECUTE THE CHEMICAL PATENTS SO THAT THERE WILL BE CLAIMS [ * ], AND OTHER
CLAIMS [ * ] WHICH ARE OF INTEREST TO ARRAY SUCH AS, FOR EXAMPLE, BY THE FILING
OF DIVISIONAL PATENTS.
(D)
AZ SHALL HAVE THE RIGHT TO GIVE COMMENTS AND
RECOMMENDATIONS AS TO THE OVERALL STRATEGY REGARDING THE FILING, PROSECUTION AND
MAINTENANCE OF THE CHEMICAL PATENTS INCLUDING ANY ACTIVITY PURSUANT TO SECTION
8.2.2(C); AND BEFORE TAKING ANY STEP IN THE FILING, PROSECUTION OR MAINTENANCE
OF THE CHEMICAL PATENTS, ARRAY SHALL ALLOW AZ TO COMMENT ON THE ACTION PROPOSED
TO BE TAKEN AND ARRAY SHALL ENDEAVOUR TO TAKE INTO ACCOUNT ANY COMMENTS AND
SUGGESTIONS OF AZ, PROVIDED THAT ANY SUCH ADVICE BY AZ IS GIVEN WITHOUT ANY
WARRANTY OR GUARANTEE AS TO THE RESULTS.
IN ADDITION TO THE FOREGOING, (I) IF
AZ REQUESTS IN GOOD FAITH THAT ARRAY EXPAND THE SCOPE OF THE CLAIMS OF A
CHEMICAL PATENT, ARRAY SHALL CLAIM
33
SUCH ADDITIONAL SUBJECT MATTER SO REQUESTED, AND (II) IF ARRAY INTENDS TO NARROW
THE SCOPE OF THE CLAIMS OF A CHEMICAL PATENT IN A MANNER TO WHICH AZ IN GOOD
FAITH DISAGREES OR OBJECTS, THEN AZ SHALL HAVE THE RIGHT TO PURSUE CLAIMS TO THE
SUBJECT MATTER SO EXCLUDED IN ACCORDANCE WITH SECTION 8.2.2(G) BELOW.
AT SUCH
TIME AS AZ HAS MADE ALL OF ITS CANDIDATE DRUG SELECTIONS, ARRAY'S OBLIGATIONS
UNDER THIS SECTION 8.2.2 SHALL BE LIMITED TO THOSE CHEMICAL PATENTS CONTAINING A
VALID CLAIM.
(E)
ARRAY SHALL FOR THE PURPOSES OF THIS
SECTION PROVIDE AZ WITH COPIES OF ALL SUBSTANTIVE DOCUMENTS THAT ARRAY RECEIVES
FROM ANY PATENT OFFICE, INCLUDING NOTICE OF ALL INTERFERENCES, REISSUES,
RE-EXAMINATIONS, OPPOSITIONS OR REQUESTS FOR PATENT TERM EXTENSIONS AND ANY
OTHER DOCUMENTS WHICH MAY BE OF IMPORTANCE FOR ANY ACTION(S) TO BE TAKEN
SUFFICIENTLY IN TIME PRIOR TO THE DEADLINE FOR, OR THE INTENDED DATE FOR, THE
ACTION TO BE TAKEN, WHICHEVER IS THE EARLIER, BUT NO LATER THAN SIXTY (60) DAYS
PRIOR TO SUCH DATE, PROVIDED THAT SUCH PERIOD IS AVAILABLE TO ARRAY.
AZ SHALL
COMMUNICATE ITS COMMENTS ON SAME ON THE EARLIER OF:
(I)
THIRTY (30) DAYS FROM THE DATE ON WHICH ARRAY PROVIDED SUCH
INFORMATION TO AZ; AND
(II)
NO LESS THAN THIRTY (30) DAYS BEFORE THE DEADLINE FOR, OR THE
INTENDED DATE FOR, THE ACTION TO BE TAKEN, PROVIDED THAT SUCH PERIOD IS
AVAILABLE TO AZ.
(F)
SHOULD ANY SUCH COMMENT AS PROVIDED FOR
UNDER SECTION 8.2.2(D) REFER TO A MATTER WHICH AZ IN ITS REASONABLE JUDGMENT
CONSIDERS TO BE OF SIGNIFICANT IMPORTANCE FOR THE MAINTENANCE OF