PARTIES MAY BE FILED IN RESPECT OF THE JOINT PATENT RIGHTS.
ANY
DISPUTE BETWEEN THE PATENT COORDINATORS SHALL BE RELEASED TO THE JSC FOR
RESOLUTION PURSUANT TO SECTION 2.1.5.
THE PARTIES SHALL SHARE THE COSTS EQUALLY
IN RESPECT OF THE PREPARATION OF THE APPLICATION, FILING, PROSECUTION, GRANT AND
MAINTENANCE OF ANY JOINT PATENT RIGHT JOINTLY FILED; AND JOINTLY INSTRUCT AN
APPROPRIATELY QUALIFIED PATENT ATTORNEY TO DRAFT, FILE AND PROSECUTE THE
APPLICATION AND EACH PARTY WILL HAVE EQUAL CONTROL OVER THE PROSECUTION OF THE
FILING SUCH THAT THE PATENT ATTORNEY WILL ONLY BE ABLE TO ACT ON UNANIMOUS
INSTRUCTIONS.
IN THE EVENT THAT ONE PARTY IS (I) NOT INTERESTED, OR (II) NOT
WILLING TO EQUALLY SHARE THE RELATED COST AND EXPENSE, WITH RESPECT TO ANY JOINT
PATENT RIGHTS IN A GIVEN COUNTRY, THEN THE OTHER PARTY SHALL HAVE THE RIGHT, AT
ITS OWN COST AND EXPENSE, TO FILE FOR AND PROSECUTE SUCH JOINT PATENT RIGHTS IN
SUCH COUNTRY IN BOTH PARTIES' NAMES.
8.1.4
INFORMATION AND COOPERATION.
EACH PARTY THAT HAS RESPONSIBILITY
FOR FILING AND PROSECUTING ANY PATENT RIGHTS UNDER THIS SECTION 8.1 (A "FILING
PARTY") SHALL (A) REGULARLY PROVIDE THE OTHER PARTY (THE "NON-FILING PARTY")
WITH COPIES OF ALL PATENT APPLICATIONS FILED HEREUNDER FOR PROGRAM TECHNOLOGY
AND OTHER MATERIAL SUBMISSIONS AND CORRESPONDENCE WITH THE PATENT OFFICES, IN
SUFFICIENT TIME TO ALLOW FOR REVIEW AND COMMENT BY THE NON-FILING PARTY; AND
(B) PROVIDE THE NON-FILING PARTY AND ITS PATENT COUNSEL WITH AN OPPORTUNITY TO
CONSULT WITH THE FILING PARTY AND ITS PATENT COUNSEL REGARDING THE FILING,
FILING COUNTRIES OR REGIONS, AND CONTENTS OF ANY SUCH APPLICATION, AMENDMENT,
SUBMISSION OR RESPONSE.
THE ADVICE AND SUGGESTIONS OF THE NON-FILING PARTY AND
ITS PATENT COUNSEL SHALL BE TAKEN INTO CONSIDERATION IN GOOD FAITH BY SUCH
FILING PARTY AND ITS PATENT COUNSEL IN CONNECTION WITH SUCH FILING.
EACH FILING
PARTY SHALL PURSUE IN GOOD FAITH ALL REASONABLE CLAIMS AND TAKE SUCH OTHER
REASONABLE ACTIONS, AS MAY BE REQUESTED BY THE NON-FILING PARTY IN THE
PROSECUTION OF ANY PATENT RIGHTS COVERING ANY PROGRAM TECHNOLOGY UNDER THIS
SECTION 8.1; PROVIDED, HOWEVER, IF THE FILING PARTY INCURS ANY ADDITIONAL
EXPENSE AS A RESULT OF ANY SUCH REQUEST, THE NON-FILING PARTY SHALL BE
RESPONSIBLE FOR THE COST AND EXPENSES OF PURSUING ANY SUCH ADDITIONAL CLAIM OR
TAKING SUCH OTHER ACTIVITIES.
IN ADDITION, DS AGREES THAT IF ARQULE CLAIMS ANY
ACTION TAKEN UNDER SECTION 8.1.1(A) WOULD BE DETRIMENTAL TO PATENT RIGHTS
COVERING ARQULE BACKGROUND TECHNOLOGY, ARQULE SHALL PROVIDE WRITTEN NOTICE TO DS
AND THE PATENT COORDINATORS SHALL, AS PROMPTLY AS POSSIBLE
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THEREAFTER, MEET TO DISCUSS AND RESOLVE SUCH MATTER AND, IF THEY ARE UNABLE TO
RESOLVE SUCH MATTER, THE PARTIES SHALL REFER SUCH MATTER TO A MUTUALLY AGREEABLE
OUTSIDE PATENT COUNSEL FOR RESOLUTION.
8.1.5
ABANDONMENT.
(A)
PATENT RIGHTS OWNED SOLELY BY ARQULE OR DS.
IF A FILING PARTY
DECIDES TO ABANDON OR TO ALLOW TO LAPSE ANY OF THE PATENT RIGHTS COVERING ANY
PROGRAM TECHNOLOGY FOR WHICH IT HAS RESPONSIBILITY, IT SHALL INFORM THE
NON-FILING PARTY OF SUCH DECISION