THE APPLICATION IN THE FORM AS AGREED BETWEEN THE PARTIES MAY BE FILED
IN RESPECT OF THE JOINT PATENT RIGHTS.
ANY DISPUTE BETWEEN THE PATENT
COORDINATORS SHALL BE REFERRED TO THE JEC FOR RESOLUTION PURSUANT TO
SECTION 2.1.5.
THE PARTIES SHALL SHARE THE COSTS EQUALLY IN RESPECT OF THE
PREPARATION OF THE APPLICATION, FILING, PROSECUTION, GRANT AND MAINTENANCE OF
ANY JOINT PATENT RIGHT JOINTLY FILED; AND JOINTLY INSTRUCT AN APPROPRIATELY
QUALIFIED PATENT ATTORNEY TO DRAFT, FILE AND PROSECUTE THE APPLICATION AND EACH
PARTY WILL HAVE EQUAL CONTROL OVER THE PROSECUTION OF THE FILING SUCH THAT THE
PATENT ATTORNEY WILL ONLY BE ABLE TO ACT ON UNANIMOUS INSTRUCTIONS.
IN THE
EVENT THAT ONE PARTY (I) IS NOT INTERESTED, OR (II) NOT WILLING TO EQUALLY SHARE
THE RELATED COST AND EXPENSE, WITH RESPECT TO ANY JOINT PATENT RIGHTS IN A GIVEN
COUNTRY, THEN THE OTHER PARTY SHALL HAVE THE RIGHT, AT ITS OWN COST AND EXPENSE,
TO FILE FOR AND PROSECUTE SUCH JOINT PATENT RIGHTS IN SUCH COUNTRY IN BOTH
PARTIES' NAMES.
9.1.4
INFORMATION AND COOPERATION.
EACH PARTY
THAT HAS RESPONSIBILITY FOR FILING AND PROSECUTING ANY PATENT RIGHTS UNDER THIS
SECTION 9.1 (A "FILING PARTY") SHALL (A) REGULARLY PROVIDE THE OTHER PARTY (THE
"NON-FILING PARTY") WITH COPIES OF ALL PATENT APPLICATIONS FILED HEREUNDER FOR
PROGRAM TECHNOLOGY AND OTHER MATERIAL SUBMISSIONS AND CORRESPONDENCE WITH THE
PATENT OFFICES, IN SUFFICIENT TIME TO ALLOW FOR REVIEW AND COMMENT BY THE
NON-FILING PARTY; AND (B) PROVIDE THE NON-FILING PARTY AND ITS PATENT COUNSEL
WITH AN OPPORTUNITY TO CONSULT WITH THE FILING PARTY AND ITS PATENT COUNSEL
REGARDING THE FILING AND CONTENTS OF ANY SUCH APPLICATION, AMENDMENT, SUBMISSION
OR RESPONSE.
THE ADVICE AND SUGGESTIONS OF THE NON-FILING PARTY AND ITS PATENT
COUNSEL SHALL BE TAKEN INTO CONSIDERATION IN GOOD FAITH BY SUCH FILING PARTY AND
ITS PATENT COUNSEL IN CONNECTION WITH SUCH FILING.
EACH FILING PARTY SHALL
PURSUE IN GOOD FAITH ALL REASONABLE CLAIMS AND TAKE SUCH OTHER REASONABLE
ACTIONS, AS MAY BE REQUESTED BY THE NON-FILING PARTY IN THE PROSECUTION OF ANY
PATENT RIGHTS COVERING ANY PROGRAM TECHNOLOGY UNDER THIS
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SECTION 9.1; PROVIDED, HOWEVER, IF THE FILING PARTY INCURS ANY ADDITIONAL
EXPENSE AS A RESULT OF ANY SUCH REQUEST, THE NON-FILING PARTY SHALL BE
RESPONSIBLE FOR THE COST AND EXPENSES OF PURSUING ANY SUCH ADDITIONAL CLAIM OR
TAKING SUCH OTHER ACTIVITIES.
IN ADDITION, DS AGREES THAT IF ARQULE CLAIMS ANY
ACTION TAKEN UNDER SECTION 9.1.1(A) WOULD BE DETRIMENTAL TO PATENT RIGHTS
COVERING ARQULE BACKGROUND TECHNOLOGY (INCLUDING WITHOUT LIMITATION THE AKIP
PLATFORM TECHNOLOGY), ARQULE SHALL PROVIDE WRITTEN NOTICE TO DS AND THE PATENT
COORDINATORS SHALL, AS PROMPTLY AS POSSIBLE THEREAFTER, MEET TO DISCUSS AND
RESOLVE SUCH MATTER AND, IF THEY ARE UNABLE TO RESOLVE SUCH MATTER, THE PARTIES
SHALL REFER SUCH MATTER TO A MUTUALLY AGREEABLE OUTSIDE PATENT COUNSEL FOR
RESOLUTION.
9.1.5
ABANDONMENT.
(A)
PATENT RIGHTS OWNED SOLELY BY ARQULE OR
DS.
IF A FILING PARTY DECIDES TO ABANDON OR TO ALLOW TO LAPSE ANY OF THE PATENT
RIGHTS COVERING ANY PROGRAM TECHNOLOGY FOR WHICH