ROYALTY OR CHARGE IN THE TERRITORY FOR ANY PURPOSE OUTSIDE THE FIELD.
8.2.4
THE RELEVANT COUNTRIES WITHIN WHICH PATENT
APPLICATIONS SHALL BE FILED FOR THE JOINT PATENTS AND THE JOINT CHEMICAL PATENTS
SHALL BE AGREED BY BOTH PARTIES.
8.2.5
THE FILING, PROSECUTION AND MAINTENANCE OF THE
JOINT PATENTS AND THE JOINT CHEMICAL PATENTS SHALL BE CARRIED OUT BY PATENT
COUNSEL MUTUALLY ACCEPTABLE TO THE PARTIES.
IN SUCH CONNECTIONS, THE PARTIES
AGREE TO DISCUSS IN GOOD FAITH AND TO USE ALL REASONABLY DILIGENT ENDEAVOURS TO
PREPARE AND PROSECUTE JOINT PATENT APPLICATIONS AND JOINT CHEMICAL PATENT
APPLICATIONS IN A MANNER THAT ENSURES THE OPTIMUM SCOPE OF PROTECTION FOR ANY
INVENTIONS SPECIFICALLY DIRECTED TO SUCH SUBJECT MATTER AND, IN PARTICULAR, FOR
COMPOUNDS, CANDIDATE DRUGS AND LICENSED PRODUCTS.
IN THE EVENT THAT THE PARTIES
ARE UNABLE TO AGREE ON THE REQUIRED ACTIONS AZ SHALL HAVE THE FINAL DECISION
WITH RESPECT TO JOINT PATENTS AND TO JOINT CHEMICAL PATENTS.
8.2.6
AZ AND ARRAY SHALL, AND SHALL CAUSE THEIR
RESPECTIVE AFFILIATES, AS APPLICABLE, TO ASSIST AND COOPERATE WITH ONE ANOTHER
IN, [ * ], FILING, PROSECUTING AND MAINTAINING THE JOINT PATENTS AND JOINT
CHEMICAL PATENTS.
NOTWITHSTANDING THE ABOVE, EITHER PARTY MAY DECLINE TO PAY
ITS SHARE OF THE COSTS AND EXPENSES FOR FILING, PROSECUTING AND MAINTAINING ANY
JOINT PATENT OR JOINT CHEMICAL PATENT IN A PARTICULAR COUNTRY OR PARTICULAR
COUNTRIES, IN WHICH CASE THE DECLINING PARTY SHALL ASSIGN, AND SHALL CAUSE ITS
AFFILIATES TO ASSIGN, TO THE OTHER PARTY ALL OF THEIR RIGHTS, TITLES AND
INTERESTS IN AND TO ANY SUCH JOINT PATENT OR JOINT CHEMICAL PATENT IN THE
RELEVANT COUNTRY OR COUNTRIES WHEREUPON SUCH JOINT PATENT OR JOINT CHEMICAL
PATENT SHALL BECOME AN AZ PATENT OR AN ARRAY PATENT IN SUCH COUNTRY OR
COUNTRIES, AS THE CASE MAY BE.
36
8.2.7
TO THE EXTENT THAT EITHER PARTY IS OBTAINING,
PROSECUTING OR MAINTAINING A JOINT PATENT OR JOINT CHEMICAL PATENT OR OTHERWISE
EXERCISING ITS RIGHTS UNDER THIS ARTICLE 8, NEITHER PARTY NOR ANY OF THEIR
RESPECTIVE EMPLOYEES, AGENTS OR REPRESENTATIVES SHALL BE LIABLE TO THE OTHER
PARTY IN RESPECT OF ANY ACT, OMISSION, DEFAULT OR NEGLECT ON THE PART OF ANY
SUCH EMPLOYEE, AGENT OR REPRESENTATIVE IN CONNECTION WITH SUCH ACTIVITIES.
8.3
ENFORCEMENT RIGHTS.
8.3.1
DEFENCE AND SETTLEMENT OF THIRD PARTY CLAIMS.
IF A
THIRD PARTY ASSERTS THAT A PATENT OR OTHER RIGHT OWNED BY IT IS INFRINGED BY THE
MANUFACTURE, USE, SALE, IMPORTATION, RESEARCH, DEVELOPMENT, REGISTRATION,
MANUFACTURE, FORMULATION, EXPORTATION, TRANSPORTATION, DISTRIBUTION, PROMOTION,
MARKETING DISPOSAL OF ANY CANDIDATE DRUG OR LICENSED PRODUCT, AZ OR ITS
AFFILIATES SHALL HAVE:
(A)
THE RIGHT TO DEFEND OR SETTLE SUCH CLAIM IN
ITS OWN NAME AND/OR IN THE NAME OF ARRAY; TOGETHER WITH
(B)
THE RIGHT TO ENFORCE AND COLLECT ANY
JUDGMENT THEREON;
(C)
SUBJECT TO SECTION 8.3.1(D), FULL CONTROL
OVER THE CONDUCT OF THE LITIGATION, INCLUDING SETTLEMENT OF IT; PROVIDED THAT
ANY SETTLEMENT, CONSENT JUDGMENT OR OTHER DISPOSITION DOES NOT ADMIT THE
INVALIDITY OR UNENFORCEABILITY OF ANY PATENT WITHIN THE LICENSED TECHNOLOGY
CONTROLLED BY ARRAY, WITHOUT THE PRIOR