RECEIPT
THEREOF.
8.6.
PATENT INVALIDITY CLAIM.
SUBJECT TO ANY PRIOR OBLIGATIONS OF THE
PARTIES, IF A THIRD PARTY AT ANY TIME ASSERTS A CLAIM THAT ANY MOMENTA IP,
SANDOZ IP OR JOINT COLLABORATION IP IS INVALID OR OTHERWISE UNENFORCEABLE (AN
"INVALIDITY CLAIM"), WHETHER AS A DEFENSE IN AN INFRINGEMENT ACTION BROUGHT BY A
PARTY PURSUANT TO SECTION 8.4 OR IN AN ACTION BROUGHT AGAINST A PARTY UNDER
SECTION 8.5, THE GENERAL CONCEPTS OF SECTION 8.4 SHALL APPLY TO 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 DEFEND SUCH INVALIDITY CLAIM IN THE
RELEVANT TERRITORY TO THE EXTENT PROVIDED IN SECTION 8.4.1, IN THE CASE OF
CLAIMS REGARDING THE OWNING PARTY'S IP (OTHER THAN ANY JOINT COLLABORATION IP,
COLLABORATION PRODUCT-SPECIFIC PATENT RIGHTS AND GLYCOPROTEIN PRODUCT-RELATED
PATENT RIGHTS, WHICH ARE PROVIDED FOR IN SECTIONS 8.4.2, 8.4.2 AND 8.4.3,
RESPECTIVELY), SUBJECT TO ANY PRIOR OBLIGATIONS OF THE PARTIES).
NO PARTY SHALL
SETTLE OR COMPROMISE ANY INVALIDITY CLAIM WITHOUT OBTAINING THE PRIOR WRITTEN
CONSENT OF THE OTHER PARTY, SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD, IT
BEING UNDERSTOOD THAT THE CONSENT OF A THIRD PARTY LICENSOR OF A PARTY, OR THE
RELEVANT SANDOZ AFFILIATE PURSUANT TO THE EXISTING US LOVENOX AGREEMENT, MAY
ALSO BE REQUIRED IN ORDER TO SETTLE OR COMPROMISE SUCH INVALIDITY CLAIM.
8.7.
OBLIGATIONS TO LICENSORS.
NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THIS ARTICLE 8, THE TERMS OF THIS ARTICLE 8 ARE SUBJECT TO AND
LIMITED BY THE PROVISIONS OF ANY APPLICABLE AGREEMENT WITH THIRD PARTY
LICENSORS, INCLUDING, AS APPLICABLE, THE MIT AGREEMENT, AND THE LIMITATIONS
IMPOSED BY THE EXISTING US LOVENOX AGREEMENT. NEITHER PARTY SHALL AMEND ANY SUCH
THIRD PARTY LICENSE AGREEMENT EXISTING AS OF THE EFFECTIVE DATE (INCLUDING,
WITHOUT LIMITATION, THE MIT AGREEMENT) IN A MANNER THAT WOULD BE INCONSISTENT
WITH THE TERMS OF THIS AGREEMENT, NOR
50
ENTER INTO ANY AGREEMENT AFTER THE EFFECTIVE DATE THAT WOULD BE INCONSISTENT
WITH THE TERMS OF THIS AGREEMENT.
8.8.
PATENT MARKING.
SANDOZ SHALL, AND SHALL CAUSE ITS AFFILIATES AND
DISTRIBUTORS, TO (A) MARK EACH PRODUCT THAT IS MANUFACTURED, OFFERED FOR SALE,
SOLD OR IMPORTED UNDER THIS AGREEMENT WITH THE NUMBER OF EACH ISSUED PATENT
UNDER MOMENTA IP, SANDOZ IP OR JOINT COLLABORATION IP THAT APPLIES TO SUCH
PRODUCT AND (B) COMPLY WITH THE PATENT MARKING STATUTES IN EACH COUNTRY IN WHICH
SUCH PRODUCT IS MANUFACTURED BY OR ON BEHALF OF SANDOZ OR ITS AFFILIATES.
9.
WARRANTIES
9.1.
REPRESENTATIONS AND WARRANTIES OF THE PARTIES.
EXCEPT [**], EACH
OF MOMENTA, ON THE ONE HAND, AND SANDOZ, ON THE OTHER HAND, (THE "REPRESENTING
PARTY") REPRESENTS AND WARRANTS, OR COVENANTS, TO SANDOZ AND MOMENTA,
RESPECTIVELY, AS OF THE EFFECTIVE DATE THAT:
9.1.1.
THE REPRESENTING PARTY IS A CORPORATION DULY ORGANIZED, VALIDLY
EXISTING AND IN GOOD STANDING UNDER THE LAWS OF ITS STATE OF INCORPORATION OR
FOREIGN JURISDICTION;
9.1.2.
THE REPRESENTING PARTY HAS THE REQUISITE CORPORATE POWER AND
AUTHORITY TO EXECUTE AND DELIVER THIS AGREEMENT AND TO PERFORM ALL OF ITS
OBLIGATIONS