DISCRETION.
8.1.3
ARRAY SHALL USE REASONABLE ENDEAVOURS TO PROSECUTE
THE ARRAY PATENTS SO THAT THERE WILL BE CLAIMS [ * ], AND OTHER CLAIMS [ * ]
WHICH ARE OF INTEREST TO ARRAY SUCH AS, FOR EXAMPLE, BY THE FILING OF DIVISIONAL
PATENTS.
8.1.4
AZ SHALL HAVE THE RIGHT TO GIVE COMMENTS AND
RECOMMENDATIONS AS TO THE OVERALL STRATEGY REGARDING THE FILING, PROSECUTION AND
MAINTENANCE OF THE ARRAY PATENTS INCLUDING ANY ACTIVITY PURSUANT TO SECTION
8.1.3; AND BEFORE TAKING ANY STEP IN THE FILING, PROSECUTION OR MAINTENANCE OF
THE ARRAY PATENTS, ARRAY SHALL ALLOW AZ TO COMMENT ON THE ACTION PROPOSED TO BE
TAKEN AND ARRAY SHALL ENDEAVOUR TO TAKE INTO ACCOUNT ANY COMMENTS AND
SUGGESTIONS OF AZ, PROVIDED THAT ANY SUCH ADVICE BY AZ IS GIVEN WITHOUT ANY
WARRANTY OR GUARANTEE AS TO THE RESULTS.
IN ADDITION TO THE FOREGOING, (I) IF
AZ REQUESTS IN GOOD FAITH THAT ARRAY EXPAND THE SCOPE OF THE CLAIMS OF AN ARRAY
PATENT, ARRAY SHALL CLAIM SUCH ADDITIONAL SUBJECT MATTER SO REQUESTED, AND (II)
IF ARRAY INTENDS TO NARROW THE SCOPE OF THE CLAIMS OF AN ARRAY PATENT IN A
MANNER TO WHICH AZ IN GOOD FAITH DISAGREES OR OBJECTS, THEN AZ SHALL HAVE THE
RIGHT TO PURSUE CLAIMS TO THE SUBJECT MATTER SO EXCLUDED IN ACCORDANCE WITH
SECTION 8.1.7 BELOW.
AT SUCH TIME AS AZ HAS MADE ALL OF ITS CANDIDATE DRUG
SELECTIONS, ARRAY'S OBLIGATIONS UNDER THIS SECTION 8.1 SHALL BE LIMITED TO THOSE
ARRAY PATENTS CONTAINING A VALID CLAIM.
8.1.5
ARRAY SHALL FOR THE PURPOSES OF THIS SECTION
PROVIDE AZ WITH COPIES OF ALL SUBSTANTIVE DOCUMENTS THAT ARRAY RECEIVES FROM ANY
PATENT OFFICE, INCLUDING NOTICE OF ALL INTERFERENCES, REISSUES, RE-EXAMINATIONS,
OPPOSITIONS OR REQUESTS FOR PATENT TERM EXTENSIONS AND ANY OTHER DOCUMENTS WHICH
MAY BE OF IMPORTANCE FOR ANY ACTION(S) TO BE TAKEN SUFFICIENTLY IN TIME PRIOR TO
THE DEADLINE FOR, OR THE INTENDED DATE FOR, THE ACTION TO BE TAKEN, WHICHEVER IS
THE EARLIER, BUT NO LATER THAN SIXTY (60) DAYS
30
PRIOR TO SUCH DATE, PROVIDED THAT SUCH PERIOD IS AVAILABLE TO ARRAY.
AZ SHALL
COMMUNICATE ITS COMMENTS ON SAME ON THE EARLIER OF:
(A)
THIRTY (30) DAYS FROM THE DATE ON WHICH
ARRAY PROVIDED SUCH INFORMATION TO AZ; AND
(B)
NO LESS THAN THIRTY (30) DAYS BEFORE THE
DEADLINE FOR, OR THE INTENDED DATE FOR, THE ACTION TO BE TAKEN, PROVIDED THAT
SUCH PERIOD IS AVAILABLE TO AZ.
8.1.6
SHOULD ANY SUCH COMMENT AS PROVIDED FOR UNDER
SECTION 8.1.4 REFER TO A MATTER WHICH AZ IN ITS REASONABLE JUDGMENT CONSIDERS TO
BE OF SIGNIFICANT IMPORTANCE FOR THE MAINTENANCE OF THE PROTECTION WHICH THE
ARRAY PATENTS ARE INTENDED TO PROVIDE FOR THE CANDIDATE DRUGS AND/OR THE
LICENSED PRODUCTS, AZ AND ARRAY SHALL DISCUSS IN GOOD FAITH HOW TO MAINTAIN SUCH
PROTECTION.
8.1.7
IN THE EVENT THAT ARRAY SHOULD DECIDE TO PERMIT ANY
PENDING PATENT APPLICATION OR ANY PATENT INCLUDED IN THE ARRAY PATENTS
CONTAINING A VALID CLAIM TO LAPSE BY ANY ACTION, INACTION OR FAILURE TO TAKE ANY
ACTION