PARTIES FOR THE
FOREGOING PURPOSES.
[**] = Portions of this exhibit have been omitted pursuant to a confidential
treatment request.
An unredacted version of this exhibit has been filed
separately with the Commission.
11
3.3.2
RESERVATION BY GENZYME.
NOTWITHSTANDING THE LICENSE
GRANTS SET FORTH IN SECTION 3.1 BUT SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH IN THIS AGREEMENT AND THE MANUFACTURING, MARKETING AND SALES AGREEMENT,
GENZYME AT ALL TIMES RESERVES THE RIGHTS UNDER THE GENZYME PATENT RIGHTS, THE
GENZYME TECHNOLOGY, THE BIOMARIN/GENZYME PATENT RIGHTS, THE BIOMARIN/GENZYME
TECHNOLOGY AND MANUFACTURING KNOW-HOW CONTROLLED BY GENZYME (A) TO MAKE, HAVE
MADE AND USE COLLABORATION PRODUCTS FOR RESEARCH AND DEVELOPMENT PURPOSES ONLY;
(B) TO DEVELOP, MAKE, HAVE MADE, USE, OFFER FOR SALE, SELL, HAVE SOLD, IMPORT
AND EXPORT (I) PRODUCTS OUTSIDE THE FIELD AND/OR OUTSIDE THE TERRITORY AND
(II) PRODUCTS OTHER THAN A COLLABORATION PRODUCT; AND (C) TO GRANT LICENSES TO
THIRD PARTIES FOR THE FOREGOING PURPOSES.
3.4 ASSIGNMENT OF ORPHAN DRUG DESIGNATION.
EXCEPT TO THE EXTENT PROHIBITED BY
THE APPLICABLE REGULATORY SCHEME, BIOMARIN HEREBY ASSIGNS AND BIOMARIN AND
GENZYME EACH HEREBY AGREE TO ASSIGN TO BIOMARIN/GENZYME LLC ANY "ORPHAN DRUG"
(OR SIMILAR DESIGNATION OUTSIDE THE UNITED STATES) FOR ANY COLLABORATION PRODUCT
WHICH BIOMARIN HAS RECEIVED OR WHICH BIOMARIN OR GENZYME MAY RECEIVE DURING THE
TERM IN THE TERRITORY.
3.5 THIRD PARTY AGREEMENTS.
EACH PARTY SHALL EXERCISE THEIR RIGHTS UNDER THE
THIRD PARTY AGREEMENTS IN A MANNER THAT IS AS CONSISTENT AS POSSIBLE WITH THE
TERMS OF THIS AGREEMENT AND THE RELATED AGREEMENTS IN CONSULTATION WITH AND AS
REASONABLY REQUESTED BY THE OTHER PARTIES.
WITHOUT THE PRIOR WRITTEN CONSENT OF
THE OTHER PARTIES (WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD, DELAYED OR
CONDITIONED), NONE OF THE PARTIES SHALL VOLUNTARILY (I) AMEND OR MODIFY, OR
CONSENT TO ANY ACTION THAT MAY BE TAKEN UNDER, ANY THIRD PARTY AGREEMENT, THE
EFFECT OF WHICH WOULD CHANGE ANY FINANCIAL TERMS OR CONDITIONS THEREUNDER OR
MATERIALLY ADVERSELY AFFECT THE PARTIES' RIGHTS UNDER THIS AGREEMENT OR ANY
RELATED AGREEMENT, (II) TAKE OR CONSENT TO ANY ACTION TAKEN WITH RESPECT TO ANY
PATENT RIGHTS, TECHNOLOGY OR MANUFACTURING KNOW-HOW LICENSED UNDER THE THIRD
PARTY AGREEMENT, THE EFFECT OF WHICH WOULD MATERIALLY ADVERSELY AFFECT THE
PARTY'S RIGHTS UNDER THIS AGREEMENT OR ANY RELATED AGREEMENT, OR (III) TERMINATE
OR ENGAGE IN ANY ACT OR OMISSION THAT CONSTITUTES OR WOULD CONSTITUTE, WITH OR
WITHOUT THE GIVING OF NOTICE OR THE PASSAGE OF TIME, AN EVENT THAT WOULD PERMIT
THE LICENSOR UNDER THE THIRD PARTY AGREEMENTS TO TERMINATE THE THIRD PARTY
AGREEMENTS.
EACH PARTY SHALL IMMEDIATELY NOTIFY THE OTHER PARTIES OF ANY SUCH
EVENT OR OF THE RECEIPT ANY NOTICE OF BREACH OR TERMINATION OF ANY THIRD PARTY
AGREEMENT.
THE PARTY WHO IS A PARTY TO A THIRD PARTY AGREEMENT SHALL TAKE ALL
REASONABLE ACTIONS NECESSARY, OR PERMIT SUCH ACTIONS TO BE TAKEN IN ITS NAME BY
THE OTHER PARTIES, TO MAINTAIN AND ENFORCE THE PARTIES' RIGHTS UNDER SUCH THIRD
PARTY AGREEMENT IN A MANNER CONSISTENT WITH THE TERMS OF THIS AGREEMENT AND THE