THE FIELD ANY TECHNOLOGY ARISING OUT OF
THE COLLABORATIVE PROGRAM, INCLUDING, WITHOUT LIMITATION, ANY MANUFACTURING
PROCESSES, TO DEVELOP, MANUFACTURE OR COMMERCIALIZE SUCH TERMINATED PRODUCT(S);
11.7.1.E.
SANDOZ SHALL PROMPTLY RETURN TO MOMENTA ALL MATERIALS AND RECORDS IN
ITS POSSESSION OR CONTROL CONTAINING CONFIDENTIAL INFORMATION OF MOMENTA WHICH
SOLELY RELATES TO SUCH TERMINATED PRODUCT(S) (OR SUCH PRODUCT(S) ONLY WITH
RESPECT TO THE TERMINATED REGIONS, IF APPLICABLE);
11.7.1.F.
SANDOZ SHALL TRANSFER AND ASSIGN TO MOMENTA ALL TRADEMARKS AND
TRADENAMES OF SUCH TERMINATED PRODUCT(S) THAT HAVE RECEIVED MARKETING APPROVAL
IN THE RELEVANT TERRITORY (OR REGION, AS APPLICABLE) IN THE FIELD, EXCEPT FOR
ANY SUCH TRADEMARKS OR TRADENAMES OR A PART THEREOF THAT USE THE NAME "SANDOZ"
OR A DERIVATIVE THEREOF OR ANY OTHER TRADEMARK OR TRADENAME OR PART OR
DERIVATIVE THEREOF THAT IS THE NAME OR DERIVATIVE OF A NAME OF ANY SANDOZ
AFFILIATE;
11.7.1.G.
IF SO REQUESTED BY MOMENTA, SANDOZ SHALL, AT SANDOZ'S EXPENSE, TAKE
REASONABLE STEPS TO ASSIST MOMENTA IN ESTABLISHING A CONTRACT MANUFACTURING
RELATIONSHIP WITH ITS SUPPLIERS (IF ANY) OF SUCH TERMINATED PRODUCT(S), IT BEING
UNDERSTOOD THAT SANDOZ IN NO WAY GUARANTEES THE ABILITY TO TRANSFER ANY SUCH
RELATIONSHIP TO MOMENTA;
11.7.1.H.
AT MOMENTA'S REQUEST, SANDOZ SHALL SELL TO MOMENTA AT THE COST OF
GOODS SOLD ALL UNITS, WHETHER IN FINISHED PRODUCT OR WORK-IN-PROCESS
57
FORM, IN ITS INVENTORY OF SUCH TERMINATED PRODUCT(S) FOR SALE IN OR INTO THE
RELEVANT TERRITORY (OR REGION, AS APPLICABLE);
11.7.1.I.
SUBJECT TO ANY PRIOR OBLIGATIONS OF SANDOZ, SANDOZ SHALL CONTINUE TO
USE COMMERCIALLY REASONABLE EFFORTS TO TIMELY PREPARE, FILE, PROSECUTE AND
MAINTAIN, AT ITS EXPENSE, SANDOZ PATENT RIGHTS AND SANDOZ COLLABORATION PATENT
RIGHTS IN THE FIELD IN THE RELEVANT TERRITORY (OR REGION, IF APPLICABLE) TO THE
EXTENT REASONABLY NECESSARY FOR THE DEVELOPMENT AND COMMERCIALIZATION OF SUCH
TERMINATED PRODUCT(S) IN THE FIELD IN THE TERRITORY (OR REGION, IF APPLICABLE);
PROVIDED, HOWEVER, THAT IF SANDOZ DECLINES TO FILE, PROSECUTE OR MAINTAIN ANY
SUCH PATENT RIGHT OR IF SANDOZ ELECTS TO ALLOW ANY SUCH PATENT RIGHT TO LAPSE OR
ELECTS TO ABANDON ANY SUCH PATENT RIGHT BEFORE ALL APPEALS WITHIN THE RESPECTIVE
PATENT OFFICE HAVE BEEN EXHAUSTED, THEN, SUBJECT TO ANY PRIOR OBLIGATIONS OF
SANDOZ, (1) MOMENTA SHALL HAVE THE RIGHT, AT ITS OWN EXPENSE AND UPON WRITTEN
NOTICE TO SANDOZ, TO ASSUME CONTROL OF THE FILING, PROSECUTION AND MAINTENANCE
OF SUCH PATENT RIGHT IN SANDOZ'S NAME OR THE NAME OF ITS THIRD PARTY LICENSOR,
AS APPLICABLE, IN WHICH EVENT, SANDOZ SHALL PROVIDE ASSISTANCE (INCLUDING THE
EXECUTION OF ALL NECESSARY DOCUMENTS AND INSTRUMENTS) TO AND COOPERATE WITH
MOMENTA IN PROSECUTING THE SUBJECT PATENT RIGHT, SHOULD MOMENTA ELECT TO
PROSECUTE AND MAINTAIN THE SUBJECT PATENT RIGHT, AND (2) SANDOZ SHALL PROVIDE
MOMENTA WITH REASONABLE NOTICE OF ITS DECISION TO DECLINE TO FILE, PROSECUTE OR
MAINTAIN ANY SUCH PATENT RIGHT OR ITS ELECTION TO ALLOW ANY SUCH PATENT RIGHT TO
LAPSE OR ITS ELECTION TO ABANDON ANY SUCH PATENT RIGHT SO AS TO PERMIT MOMENTA
(A) TO REVIEW THE PATENT OR APPLICATION, (B) TO DECIDE WHETHER TO PROSECUTE OR