ANY SERVICE IN CONNECTION WITH THE PROJECT, PRIOR TO PROVIDING SUCH SERVICE,
SHALL HAVE AGREED IN WRITING TO COVENANTS CONSISTENT WITH NEOSE'S COVENANTS SET
FORTH IN THIS SECTION 6.4.1.
6.4.2
CARVED FACTOR IX CLAIMS.
THE PARTIES WILL COOPERATE IN GOOD FAITH
WITH EACH OTHER IN IDENTIFYING POTENTIAL CARVED FACTOR IX CLAIMS, AND IN
DRAFTING, FILING AND PROSECUTING CARVED FACTOR IX CLAIMS.
THE PARTIES WILL EACH APPOINT A PATENT REPRESENTATIVE ("PATENT
REPRESENTATIVE") FOR THE PURPOSE OF COMMUNICATING WITH THE OTHER PARTY REGARDING
THIS SECTION 6.4.2 AND SECTION 6.4.3, AND CARRYING OUT THE PURPOSES OF THESE
SECTIONS.
THE PATENT REPRESENTATIVES AS OF THE DATE HEREOF ARE CARSTEN HANSEN,
KARIN NILSSON, AND LEN SMITH FOR NOVO, AND RACHEL RONDINELLI, PH.D. FOR NEOSE.
THE PATENT REPRESENTATIVES WILL MEET IN PERSON OR BY PHONE AT LEAST QUARTERLY
AND WILL ATTEND STEERING COMMITTEE MEETINGS AS APPROPRIATE.
EACH PARTY SHALL, AT LEAST ONCE IN EACH CALENDAR YEAR, DURING THE
TERM OF THIS AGREEMENT, PROVIDE THE OTHER PARTY WITH A LIST OF PUBLIC PATENT
RIGHTS (NEOSE PATENT RIGHTS OR PATENT RIGHTS WITHIN NOVO TECHNOLOGY SUPPORTING
NEOSE LICENSE
******
- Material has been omitted and filed separately with the Commission.
19
CLAIMS, AS THE CASE MAY BE) PROVIDING RELEVANT FILING, PRIORITY, AND STATUS
INFORMATION (THE "PATENT REPORT").
EACH PARTY SHALL PROVIDE THE OTHER PARTY WITH TIMELY NOTIFICATION
REGARDING ANY INFORMATION IT BECOMES AWARE OF DURING THE TERM OF THIS AGREEMENT
THAT MAY REASONABLY CONSIDERED TO IMPACT THE VALIDITY, ENFORCEABILITY, SCOPE OR
TERM OF ANY NEOSE PATENT RIGHTS OR PATENT RIGHTS WITHIN NOVO TECHNOLOGY
SUPPORTING NEOSE LICENSE CLAIMS.
NOTHING IN THIS SECTION SHALL IMPOSE
AN OBLIGATION ON EITHER PARTY TO SEARCH, INVESTIGATE OR ACTIVELY DISCOVER ANY
SUCH INFORMATION NOR SHALL IT OBLIGATE EITHER PARTY TO PERFORM ANY INVESTIGATION
OR INQUIRY WITH REGARD TO ANY INFORMATION IT DOES BECOME AWARE OF.
WITHIN THIRTY (30) DAYS AFTER THE EFFECTIVE DATE, THE PATENT
REPRESENTATIVES WILL HOLD A MEETING (IN PERSON OR OTHERWISE) TO DISCUSS THE
TIMING, LOGISTICS AND OTHER DETAILS REGARDING THE IDENTIFICATION, IN NEOSE
PATENTS, OF ANY POTENTIAL CARVED FACTOR IX CLAIMS AND, AS SOON AS IS PRACTICABLE
THEREAFTER, WILL AGREE ON ANY CARVED FACTOR IX CLAIMS TO BE FILED AND THE
LANGUAGE THEREFOR (THE "CARVED CLAIM MEETING"), AND WILL HOLD SUCH OTHER
MEETINGS AS APPROPRIATE AT THE REQUEST OF EITHER PARTY TO AGREE UPON FUTURE
CARVED FACTOR IX CLAIMS.
UNLESS OTHERWISE REQUESTED BY NOVO, NEOSE WILL NOTIFY
NOVO IN A TIMELY MANNER OF THE PUBLICATION OF ANY NEW PATENT APPLICATION
CONTAINING SUBJECT MATTER SUPPORTING POTENTIAL CARVED FACTOR IX CLAIMS.
NOTHING
IN THIS SECTION 6.4.2 CREATES AN OBLIGATION FOR NEOSE TO DISCLOSE ANY INVENTIONS
TO NOVO OTHER THAN AS WOULD BE REQUIRED BY OTHER TERMS OF THIS AGREEMENT.
AS SOON AS COMMERCIALLY PRACTICABLE FOLLOWING THE CARVED CLAIM
MEETING AND THE AGREEMENT UPON CARVED FACTOR IX CLAIMS, NEOSE WILL, AT NOVO'S
SOLE COST AND EXPENSE, WITH RESPECT TO ANY AGREED-UPON CARVED FACTOR IX CLAIM,
SUBJECT TO THIS SECTION 6.4.2, FILE, PROSECUTE, MAINTAIN, AND EXTEND, IN