APPLY.
(D)
NOTWITHSTANDING THE PROVISIONS OF (A) TO (C) INCLUSIVE ABOVE,
THE MANUFACTURE AND SUPPLY OF THE LICENSED COMPOUND AND/OR PRODUCT UNDER THIS
AGREEMENT SHALL BE IN THE SOLE DISCRETION OF SCHERING.
***Confidential Treatment Requested
26
6.2
USE OF NAME
Metabasis may not use the name of Schering or any of its Affiliates or any
variant thereof, and Schering may not use the name of Metabasis or any variant
thereof, in each case in connection with the advertising or sale of any Product,
without the prior written consent of the other, except as required by any
Approval Authority, including in relation to any Product labeling or packaging.
ARTICLE VII
[INTENTIONALLY LEFT BLANK]
ARTICLE VIII
INTELLECTUAL PROPERTY
8.1
PATENT PROSECUTION AND MAINTENANCE
(A)
PATENTS COVERING INVENTIONS OWNED BY METABASIS.
(I)
FOR LICENSED PATENTS TO INVENTIONS OWNED BY METABASIS OTHER THAN
THOSE COVERING THE HEPDIRECT TECHNOLOGY, SCHERING WILL BE RESPONSIBLE, AT ITS
OWN EXPENSE FOR PREPARING, FILING, PROSECUTING AND MAINTAINING (COLLECTIVELY,
HANDLING) SUCH LICENSED PATENTS.
METABASIS SHALL PROVIDE SUCH ASSISTANCE AS
SCHERING REASONABLY REQUIRES IN RELATION TO THE HANDLING OF ALL SUCH LICENSED
PATENTS.
SCHERING WILL CONSULT WITH METABASIS AS TO THE HANDLING OF SUCH
LICENSED PATENTS AND WILL FURNISH TO METABASIS COPIES OF ALL MATERIAL DOCUMENTS
RELEVANT TO ANY SUCH HANDLING.
SCHERING WILL FURNISH SUCH DOCUMENTS AND CONSULT
WITH METABASIS IN SUFFICIENT TIME (AT LEAST [***] PRIOR TO ANY FIRST DEADLINE
FOR TAKING ANY ACTIONS) BEFORE ANY ACTION BY METABASIS IS DUE TO ALLOW METABASIS
TO PROVIDE COMMENTS THEREON, WHICH COMMENTS SCHERING MUST CONSIDER.
AT
SCHERING'S EXPENSE AND REASONABLE REQUEST, METABASIS SHALL PROVIDE REASONABLE
ASSISTANCE IN CONNECTION WITH THE HANDLING OF ALL LICENSED PATENTS.
SHOULD
SCHERING DECIDE THAT IT DOES NOT DESIRE TO HANDLE A PATENT RIGHT WITHIN SUCH
LICENSED PATENTS IN A COUNTRY IN THE TERRITORY, IT WILL NOTIFY METABASIS THEREOF
IN WRITING WITH SUFFICIENT TIME FOR METABASIS TO TAKE ANY APPROPRIATE ACTIONS.
IN SUCH CIRCUMSTANCES, METABASIS MAY, BUT IS NOT OBLIGATED TO, HANDLE THE SAME
AT METABASIS' OWN COST, TO THE EXTENT THAT METABASIS DESIRES TO DO SO, AND
SCHERING'S RIGHTS UNDER THIS AGREEMENT TO ANY SUCH PATENTS IN SUCH COUNTRY SO
HANDLED BY METABASIS SHALL TERMINATE IMMEDIATELY UPON SUCH NOTIFICATION.
AS
SOON AS PRACTICABLE AND WITHIN THIRTY (30) DAYS AFTER THE AMENDED CLOSING DATE,
METABASIS WILL PROVIDE TO SCHERING COPIES OF PATENT PROSECUTION AND MAINTENANCE
FILES AND POWERS OF ATTORNEY FOR
***Confidential Treatment Requested
27
ATTORNEYS AND AGENTS DESIGNATED BY SCHERING AND ON FORMS PROVIDED BY SCHERING,
IN EACH CASE SUFFICIENT TO PERMIT SCHERING TO HANDLE SUCH LICENSED PATENTS.
(II)
METABASIS WILL, AT ITS OWN EXPENSE, (A) HANDLE ALL LICENSED PATENTS
THAT COVER THE HEPDIRECT TECHNOLOGY (SUCH LICENSED PATENTS BEING HEREINAFTER
COLLECTIVELY REFERRED TO AS METABASIS PATENTS AND INCLUDES THE PATENT RIGHTS SET
FORTH ON SCHEDULE B), (B) CONSULT WITH SCHERING AS TO THE HANDLING OF SUCH
METABASIS PATENTS, AND (III) FURNISH TO SCHERING COPIES OF ALL DOCUMENTS
RELEVANT TO ANY SUCH HANDLING.
METABASIS WILL FURNISH SUCH DOCUMENTS AND
CONSULT WITH SCHERING IN SUFFICIENT TIME [***]