INCLUDING THE JOINING OF SUIT AS
REQUIRED BY THIS AGREEMENT OR AS OTHERWISE DESIRABLE.
NO PARTY PARTICIPATING IN
SUCH SUIT SHALL SETTLE OR COMPROMISE ANY CLAIM OR PROCEEDING RELATING TO THE
OTHER PARTY'S PATENT RIGHTS OR KNOW-HOW WITHOUT OBTAINING THE PRIOR WRITTEN
CONSENT OF SUCH OTHER PARTY, SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD, IT
BEING UNDERSTOOD THAT THE CONSENT OF A THIRD PARTY LICENSOR OF SUCH OTHER PARTY,
OR OF THE RELEVANT SANDOZ AFFILIATE IN ACCORDANCE WITH THE EXISTING US LOVENOX
AGREEMENT, MAY ALSO BE REQUIRED IN ORDER TO SETTLE OR COMPROMISE ANY CLAIM OR
PROCEEDING RELATING TO SUCH PARTY'S PATENT RIGHTS OR KNOW-HOW.
8.4.6.
COSTS.
EXCEPT FOR PRODUCT-SPECIFIC PATENT RIGHTS, THE COSTS FOR
WHICH SHALL BE BORNE IN ACCORDANCE WITH SECTION 4.1.3, AND EXCEPT AS STATED
OTHERWISE IN SECTIONS 8.4.1.B OR 8.4.3.C, OUT-OF-POCKET COSTS INCURRED IN
CONNECTION WITH ANY LITIGATION OR PROCEEDINGS PURSUANT TO THIS SECTION 8.4 SHALL
BE BORNE BY THE PARTIES AS FOLLOWS:
(A) WITH RESPECT TO THE JOINT COLLABORATION
PATENT RIGHTS, SUCH COSTS SHALL BE BORNE EQUALLY BY THE
49
PARTIES; (B) WITH RESPECT TO MOMENTA PATENT RIGHTS AND MOMENTA COLLABORATION
PATENT RIGHTS, SUCH COSTS SHALL BE BORNE SOLELY BY MOMENTA; AND (C) WITH RESPECT
TO SANDOZ PATENT RIGHTS AND SANDOZ COLLABORATION PATENT RIGHTS, SUCH COSTS SHALL
BE BORNE SOLELY BY SANDOZ.
8.5.
CLAIMED INFRINGEMENT.
IN THE EVENT THAT A PARTY BECOMES AWARE
THAT THE DEVELOPMENT, MANUFACTURE, USE, SALE, OFFER TO SELL OR IMPORTATION OF A
PRODUCT INFRINGES, OR IS LIKELY TO OR IS ALLEGED TO INFRINGE, THE PATENT RIGHTS
OR KNOW-HOW OF ANY THIRD PARTY, SUCH PARTY SHALL PROMPTLY NOTIFY THE OTHER PARTY
IN WRITING, AND, WITH RESPECT TO ACTIVITIES UNDERTAKEN PURSUANT TO THIS
AGREEMENT, THE PARTIES SHALL COOPERATE AND SHALL MUTUALLY AGREE, THROUGH THE
JOC, UPON AN APPROPRIATE COURSE OF ACTION AND SHALL ACT IN ACCORDANCE WITH SUCH
JOC-APPROVED COURSE OF ACTION; PROVIDED, HOWEVER, THAT, TO THE EXTENT THAT ANY
ACTION WOULD INVOLVE THE ENFORCEMENT OF A PARTY'S PATENT RIGHTS OR THE DEFENSE
OF AN INVALIDITY CLAIM WITH RESPECT TO A PARTY'S PATENT RIGHTS, THE GENERAL
CONCEPTS OF SECTION 8.4 SHALL APPLY TO THE ENFORCEMENT OF SUCH PARTY'S PATENT
RIGHTS OR THE DEFENSE OF SUCH INVALIDITY CLAIM (I.E., THE OWNING PARTY SHALL
HAVE THE INITIAL RIGHT, AND THE NON-OWNING PARTY SHALL HAVE A STEP-IN RIGHT, TO
ENFORCE OR DEFEND IN THE RELEVANT TERRITORY TO THE EXTENT PROVIDED IN SECTION
8.4.1, SUBJECT TO ANY PRIOR OBLIGATIONS OF THE PARTIES, OTHER THAN JOINT
COLLABORATION IP, COLLABORATION PRODUCT-SPECIFIC PATENT RIGHTS AND GLYCOPROTEIN
PRODUCT-RELATED PATENT RIGHTS, FOR WHICH DECISIONS SHALL BE MADE AS PROVIDED IN
SECTIONS 8.4.2, 8.4.2 AND 8.4.3, RESPECTIVELY).
EACH PARTY SHALL PROVIDE TO THE
OTHER PARTY COPIES OF ANY NOTICES IT RECEIVES FROM THIRD PARTIES REGARDING ANY
PATENT NULLITY ACTIONS, ANY DECLARATORY JUDGMENT ACTIONS, OR ANY ALLEGED
INFRINGEMENT OR MISAPPROPRIATION OF MOMENTA IP, SANDOZ IP, JOINT COLLABORATION
IP OR THE PATENT RIGHTS OR KNOW-HOW OF ANY THIRD PARTY.
SUCH NOTICES SHALL BE
PROVIDED PROMPTLY, BUT IN NO EVENT LATER THAN [**] DAYS FOLLOWING