ACCEPTABLE TO SUPERGEN, HAVE THE INITIAL RIGHT AND OBLIGATION TO CONTROL THE
PREPARATION, FILING, PROSECUTION AND MAINTENANCE OF THE LICENSED PATENTS, AND
ANY INTERFERENCES, RE-EXAMINATIONS, REISSUES AND OPPOSITION PROCEEDING RELATING
THERETO.
LICENSOR SHALL CONSULT WITH SUPERGEN REGARDING THE CONDUCT OF ALL SUCH
ACTIVITIES, BY PROVIDING SUPERGEN A REASONABLE OPPORTUNITY TO REVIEW AND COMMENT
ON ALL PROPOSED SUBMISSIONS TO ANY PATENT OFFICE BEFORE SUBMISSION.
FOR THE
PURPOSE OF THIS AGREEMENT, "REASONABLE OPPORTUNITY" SHALL MEAN THAT SUPERGEN
SHALL RECEIVE FROM LICENSOR OR ITS PATENT COUNSEL TRUE COPIES OF ALL DOCUMENTS
RELATING TO FILING, REGISTRATION, PROSECUTION, AND MAINTENANCE OF PATENT
APPLICATIONS AND PATENTS WITHIN THE LICENSED PATENTS AS SOON AS REASONABLY
PRACTICAL AFTER LICENSOR HAS RECEIVED SUCH DOCUMENTS AND MATERIALS AND AT LEAST
FORTY-FIVE (45) DAYS BEFORE ANY DATE IMPOSED UPON LICENSOR FOR ACTION OR
RESPONSE WITH RESPECT TO SUCH PATENT APPLICATIONS OR PATENTS.
LICENSOR AGREES
TO CONSIDER SUPERGEN'S COMMENTS CONCERNING SUCH DOCUMENTS AND MATERIALS, AND
SHALL USE ITS BEST EFFORTS TO INCORPORATE INTO THE FINAL VERSION OF SUCH
DOCUMENTS AND MATERIALS ANY MODIFICATION(S) AND/OR CLAIM(S) REQUESTED BY
SUPERGEN.
6.2
LICENSOR'S FAILURE TO PROSECUTE.
IN THE EVENT LICENSOR DECLINES
TO FILE OR HAVING FILED FAILS TO FURTHER PROSECUTE OR MAINTAIN ANY PATENT
APPLICATIONS OR PATENTS WITH RESPECT TO THE LICENSED PATENTS, OR CONDUCT ANY
INTERFERENCES, RE-EXAMINATIONS, REISSUES, OPPOSITIONS, WITHIN A REASONABLE TIME
THEREFOR, THEN SUPERGEN SHALL HAVE THE RIGHT, UPON THIRTY (30) DAYS PRIOR NOTICE
TO LICENSOR, TO PREPARE, FILE, PROSECUTE AND MAINTAIN SUCH PATENT APPLICATIONS
AND PATENTS IN SUCH COUNTRIES AS IT DEEMS APPROPRIATE, AND CONDUCT ANY
INTERFERENCES, RE-EXAMINATIONS, REISSUES OR OPPOSITIONS, AT ITS SOLE EXPENSE,
USING PATENT COUNSEL OF ITS CHOICE WITH RESPECT TO THE LICENSED PATENTS.
6.3
COPIES.
UPON REQUEST BY SUPERGEN, LICENSOR SHALL PROMPTLY PROVIDE
TO SUPERGEN A COPY OF ANY PATENT APPLICATIONS WITHIN THE LICENSED PATENTS FILED
BY LICENSOR DURING THE TERM OF THIS AGREEMENT AND ALL MATERIAL DOCUMENTS
RECEIVED FROM OR SENT TO ANY PATENT OFFICE RELATING THERETO WHICH RELATE TO THE
SCOPE, TERM, MAINTENANCE, VALIDITY, OR ENFORCEABILITY OF ANY OF THE LICENSED
PATENTS, OR ANY CHALLENGE TO OR CHANGE TO ANY OF THE PRECEDING.
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6.4
PATENT TERM EXTENSIONS.
WITH RESPECT TO ANY PATENT WITHIN THE
LICENSED PATENTS, LICENSOR WILL DESIGNATE SUPERGEN OR ITS DESIGNEE AS ITS AGENT
FOR OBTAINING AN EXTENSION OF SUCH PATENT OR GOVERNMENTAL EQUIVALENT WHICH
EXTENDS THE EXCLUSIVITY OF ANY OF THE PATENT SUBJECT MATTER WHERE AVAILABLE IN
ANY COUNTRY IN THE WORLD OR IF NOT FEASIBLE, AT SUPERGEN'S OPTION, PERMIT
SUPERGEN TO FILE IN LICENSOR'S NAME OR DILIGENTLY OBTAIN SUCH EXTENSION FOR
SUPERGEN OR ITS SUBLICENSEE(S), AT SUPERGEN'S EXPENSE.
FURTHERMORE, LICENSOR
SHALL PROVIDE REASONABLE ASSISTANCE TO FACILITATE SUPERGEN'S OR ITS
SUBLICENSEES' EFFORTS TO OBTAIN ANY SUCH EXTENSION.
6.5
ENFORCEMENT.
IF EITHER PARTY HERETO BECOMES AWARE THAT ANY
LICENSED PATENTS ARE BEING OR HAVE BEEN INFRINGED BY ANY THIRD PARTY OR ARE
SUBJECT TO A DECLARATORY JUDGMENT ACTION SUCH PARTY SHALL PROMPTLY NOTIFY THE
OTHER PARTY HERETO IN WRITING DESCRIBING THE FACTS RELATING THERETO IN
REASONABLE DETAIL.
6.5.1
SUPERGEN.
SUPERGEN SHALL