THAT AMGEN MAY HAVE.
ARTICLE VIII - OWNERSHIP OF INTELLECTUAL PROPERTY AND PATENT RIGHTS
8.1
OWNERSHIP OF INVENTIONS; DISCLOSURE.
EACH PARTY AND ITS AFFILIATES
SHALL RETAIN ALL OF ITS RIGHTS, TITLE AND INTEREST IN AND TO TECHNOLOGY IT OWNS
AS OF THE EFFECTIVE DATE, INCLUDING THE RIGHT TO TRANSFER OR LICENSE SUCH
INTELLECTUAL PROPERTY TO OTHERS FOR ANY PURPOSE, SUBJECT ONLY TO ITS OBLIGATIONS
UNDER THIS AGREEMENT.
ALL RIGHT, TITLE AND INTEREST IN AND TO ALL INVENTIONS
MADE SOLELY BY PERSONNEL OF A PARTY OR ITS AFFILIATE SHALL BE OWNED BY SUCH
PARTY OR ITS AFFILIATE.
ALL RIGHT, TITLE AND INTEREST IN AND TO ALL INVENTIONS
MADE JOINTLY HEREUNDER BY PERSONNEL OF AMGEN AND ARRAY SHALL BE JOINTLY OWNED BY
AMGEN AND ARRAY, SUBJECT TO ANY APPLICABLE LICENSES AND PAYMENT AND OTHER
OBLIGATIONS SET FORTH IN THIS AGREEMENT.
INVENTORSHIP SHALL BE DETERMINED IN
ACCORDANCE WITH THE PATENT LAW OF THE UNITED STATES.
EXCEPT AS EXPRESSLY
PROVIDED IN THIS AGREEMENT, NEITHER PARTY NOR
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[ * ] = Confidential treatment of certain confidential information contained in
this document, marked by brackets, is being sought pursuant to Rule 24b-2 of the
Securities Exchange Act of 1934, as amended.
ANY OF ITS AFFILIATE SHALL HAVE ANY OBLIGATION TO ACCOUNT TO THE OTHER FOR
PROFITS, OR TO OBTAIN ANY CONSENT OF THE OTHER PARTY OR ITS AFFILIATES TO
LICENSE OR EXPLOIT PATENTED JOINTLY-OWNED SUBJECT MATTER, BY REASON OF JOINT
OWNERSHIP THEREOF, AND EACH PARTY, ON BEHALF OF ITSELF AND ITS AFFILIATES,
HEREBY WAIVES ANY RIGHT IT MAY HAVE UNDER THE LAW OF ANY JURISDICTION TO REQUIRE
ANY SUCH CONSENT OR ACCOUNTING.
8.2
PATENT FILINGS.
EXCEPT AS SET FORTH IN THIS SECTION 8.2 AND
SECTION 4.4, (I) ARRAY SHALL HAVE ALL RIGHTS WITH RESPECT TO PROSECUTION AND
MAINTENANCE OF ARRAY PATENTS, OTHER THAN COMPOSITION PATENTS; (II) AMGEN SHALL
HAVE ALL RIGHTS WITH RESPECT TO PROSECUTION AND MAINTENANCE OF AMGEN PATENTS;
AND (III) AMGEN SHALL HAVE THE FIRST RIGHT TO PROSECUTE AND MAINTAIN THE
COMPOSITION PATENTS AND JOINT PATENTS, AND ARRAY SHALL HAVE THE SECOND RIGHT AS
SET FORTH IN THIS SECTION 8.2.
8.2.1
RESPONSIBILITIES.
AMGEN WILL CONTROL, BY ITSELF OR THROUGH OUTSIDE
COUNSEL REASONABLY ACCEPTABLE TO ARRAY AND DIRECTED BY AMGEN, AND HAVE FINAL
DECISION MAKING AUTHORITY AND BEAR ALL COSTS WITH RESPECT TO THE PROSECUTION AND
MAINTENANCE OF COMPOSITION PATENTS AND JOINT PATENTS ("FIRST RIGHT PATENTS").
AMGEN WILL (I) PROVIDE ARRAY WITH COPIES OF AND AN OPPORTUNITY TO REVIEW AND
COMMENT UPON THE TEXT OF THE APPLICATIONS RELATING TO THE FIRST RIGHT PATENTS AT
LEAST THIRTY (30) DAYS BEFORE FILING; PROVIDED, THAT IF IT IS NOT REASONABLY
PRACTICABLE TO PROVIDE SUCH APPLICATION IN SUCH THIRTY (30) DAY PERIOD, THEN
AMGEN WILL PROVIDE EITHER A DRAFT COPY OF SUCH APPLICATION OR A STATEMENT OF
INTENT TO FILE SUCH APPLICATION IN SUCH THIRTY (30) DAY PERIOD; (II) PROVIDE
ARRAY WITH A COPY OF EACH SUBMISSION MADE TO AND DOCUMENT RECEIVED FROM A PATENT
AUTHORITY, COURT OR OTHER TRIBUNAL REGARDING ANY FIRST RIGHT PATENT