ACTION OR ACTIONS TO BE TAKEN, AND TO TAKE SUCH
ACTION(S), WITH RESPECT TO THE EXACT OVERSEEN PATENT RIGHTS AND JHU SHALL
COOPERATE AND LEND REASONABLE ASSISTANCE TO COMPANY WITH RESPECT THERETO.
Portions of this Exhibit were omitted and have been filed separately with the
Secretary of the Commission pursuant to the Company's application requesting
confidential treatment under Rule 24b-2 of the Exchange Act; [*] denotes
omissions.
15
4.3
PROSECUTION, MAINTENANCE - JHU OVERSEEN PATENT RIGHTS.
FOLLOWING
THE EFFECTIVE DATE, JHU SHALL BE PRIMARILY RESPONSIBLE FOR DECISIONS RELATING
TO, AND OVERSIGHT AND MANAGEMENT OF THE PREPARATION, FILING, PROSECUTION AND
MAINTENANCE OF THE JHU OVERSEEN PATENT RIGHTS, INCLUDING, WITHOUT LIMITATION,
THE SELECTION AND RETENTION OF PATENT COUNSEL TO PREPARE, FILE, PROSECUTE AND
MAINTAIN THE JHU OVERSEEN PATENT RIGHTS, ALL SUBJECT, HOWEVER, TO THE TERMS AND
CONDITIONS OF THIS ARTICLE 4.
JHU SHALL EXERCISE ITS BEST EFFORTS TO KEEP EXACT
INFORMED OF THE PROGRESS OF ALL PATENTS AND PATENT APPLICATIONS INCLUDED AMONG
THE JHU OVERSEEN PATENT RIGHTS, AND IN ANY EVENT, BEFORE TAKING OR AUTHORIZING
THE TAKING OF ANY MATERIAL ACTION (VERBALLY, ORALLY OR OTHERWISE) WITH RESPECT
TO THE JHU OVERSEEN PATENT RIGHTS WITH THE UNITED STATES PATENT AND TRADEMARK
OFFICE OR ANY FOREIGN EQUIVALENTS THEREOF, OR OTHERWISE, JHU WILL, AND WILL
CAUSE ITS PATENT COUNSEL TO, DISCLOSE TO EXACT AND ITS PATENT COUNSEL, IN
REASONABLE DETAIL, THE ACTION OR ACTIONS SO PROPOSED AND WILL PROVIDE EXACT, FOR
A PERIOD OF THIRTY (30) DAYS (THE "REVIEW PERIOD"), WITH REASONABLE OPPORTUNITY
PROVIDED, TO PROVIDE COMMENT TO JHU AND TO OTHERWISE DISCUSS WITH JHU THE
SELECTION AND/OR THE CONTENT AND SCOPE OF CLAIMS, PATENT FILINGS, PATENT
STRATEGY AND OTHER MATTERS REASONABLY RELATED TO THE ACTION OR ACTIONS PROPOSED
TO BE TAKEN.
JHU AGREES THAT IT WILL COOPERATE WITH EXACT DURING THE REVIEW
PERIOD AND ALLOW EXACT AND ITS REPRESENTATIVES AND EXACT'S OWN PATENT COUNSEL TO
PROVIDE ITS OR THEIR INSIGHT, OPINION, VIEWS AND POSITIONS TO JHU AND JHU'S
PATENT COUNSEL DURING THE REVIEW PERIOD, AND ANY AND ALL BASES THEREFOR, AND
THAT JHU WILL, AND WILL CAUSE ITS PATENT COUNSEL TO, REASONABLY AND
APPROPRIATELY CONSIDER AND ENGAGE IN MEANINGFUL DIALOGUE WITH EXACT AND ITS
DESIGNATED PATENT COUNSEL DURING THE REVIEW PERIOD REGARDING THE SAME BEFORE
MAKING ANY FINAL DECISION IN RESPECT OF THE ACTION OR ACTIONS PROPOSED.
JHU
AGREES THAT IT WILL, IF JHU DEEMS IT REASONABLE AND APPROPRIATE, INCORPORATE
EXACT'S REASONABLE AND APPROPRIATE COMMENTS INTO PATENT FILINGS AND, IF JHU
DEEMS IT REASONABLE AND APPROPRIATE, ACCEPT EXACT'S REASONABLE REQUESTS OR
SUGGESTIONS OR EMPLOY EXACT'S REASONABLY RECOMMENDED PROSECUTION STRATEGY, AS
RESPECTS THE JHU OVERSEEN PATENT RIGHTS, UNLESS JHU DETERMINES, AFTER
CONSIDERATION OF THE POSITIONS DISCUSSED AND RAISED BY EXACT DURING THE REVIEW
PERIOD, THAT SO DOING WOULD , OR COULD BE LIKELY TO IN JHU'S REASONABLE OPINION,
BE MATERIALLY INCONSISTENT WITH JHU'S COMMERCIALIZATION STRATEGY OR POLICY OR
MISSION, IN WHICH CASE JHU SHALL, FOLLOWING THE REVIEW PERIOD, MAKE WHATEVER
DECISIONS, AND TAKE WHATEVER ACTIONS, JHU DEEMS APPROPRIATE WITH RESPECT TO THE
JHU OVERSEEN