AND COMMENT BY THE OTHER PARTY AND, TO THE EXTENT
POSSIBLE IN THE REASONABLE EXERCISE OF ITS DISCRETION, THE RESPONSIBLE PARTY
SHALL INCORPORATE ALL SUCH COMMENTS.
9.3 COOPERATION.
EACH OF BIOMARIN AND GENZYME SHALL MAKE AVAILABLE TO THE OTHER
PARTY (OR TO THE OTHER PARTY'S AUTHORIZED ATTORNEYS, AGENTS OR REPRESENTATIVES)
ITS EMPLOYEES, AGENTS OR CONSULTANTS TO THE EXTENT NECESSARY OR APPROPRIATE TO
ENABLE BIOMARIN TO FILE, PROSECUTE AND MAINTAIN PATENT APPLICATIONS AND
RESULTING PATENTS WITH RESPECT TO INVENTIONS OWNED BY A PARTY AND FOR PERIODS OF
TIME SUFFICIENT FOR SUCH PARTY TO OBTAIN THE ASSISTANCE IT NEEDS FROM SUCH
PERSONNEL.
WHERE APPROPRIATE, EACH OF BIOMARIN AND GENZYME SHALL SIGN OR CAUSE
TO HAVE SIGNED ALL DOCUMENTS RELATING TO SAID PATENT APPLICATIONS OR PATENTS AT
NO CHARGE TO THE OTHER PARTY.
9.4 NOTIFICATION OF PATENT TERM RESTORATION.
BIOMARIN SHALL NOTIFY GENZYME OF
(A) THE ISSUANCE OF EACH PATENT INCLUDED WITHIN THE PATENT RIGHTS, GIVING THE
DATE OF ISSUE AND PATENT NUMBER
[**] = Portions of this exhibit have been omitted pursuant to a confidential
treatment request.
An unredacted version of this exhibit has been filed
separately with the Commission.
25
FOR EACH SUCH PATENT, AND (B) EACH NOTICE PERTAINING TO ANY PATENT INCLUDED
WITHIN THE PATENT RIGHTS WHICH IT RECEIVES AS PATENT OWNER PURSUANT TO THE DRUG
PRICE COMPETITION AND PATENT TERM RESTORATION ACT OF 1984, INCLUDING NOTICES
PURSUANT TO §§101 AND 103 OF SUCH ACT FROM PERSONS WHO HAVE FILED AN ABBREVIATED
NDA.
SUCH NOTICES SHALL BE GIVEN PROMPTLY, BUT IN ANY EVENT WITHIN TEN
(10) BUSINESS DAYS AFTER RECEIPT OF EACH SUCH NOTICE PURSUANT TO SUCH ACT.
BIOMARIN SHALL NOTIFY GENZYME OF EACH FILING FOR PATENT TERM RESTORATION UNDER
SUCH ACT, ANY ALLEGATIONS OF FAILURE TO SHOW DUE DILIGENCE AND ALL AWARDS OF
PATENT TERM RESTORATION (EXTENSIONS) WITH RESPECT TO THE PATENT RIGHTS.
9.5 NO OTHER TECHNOLOGY RIGHTS.
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS
AGREEMENT AND THE RELATED AGREEMENTS, UNDER NO CIRCUMSTANCES SHALL A PARTY
HERETO, AS A RESULT OF THIS AGREEMENT, OBTAIN ANY OWNERSHIP INTEREST IN OR OTHER
RIGHT TO THE PATENT RIGHTS, TECHNOLOGY OR MANUFACTURING KNOW-HOW OF THE OTHER
PARTY, INCLUDING ITEMS OWNED, CONTROLLED OR DEVELOPED BY THE OTHER PARTY, OR
TRANSFERRED BY THE OTHER PARTY TO SAID PARTY AT ANY TIME PURSUANT TO THIS
AGREEMENT.
IT IS UNDERSTOOD AND AGREED THAT THIS AGREEMENT DOES NOT GRANT
EITHER PARTY ANY LICENSE OR OTHER RIGHT IN THE PATENT RIGHTS OF THE OTHER PARTY
EXCEPT AS EXPRESSLY PROVIDED IN ARTICLE 3 HEREOF AND THIS ARTICLE 9.
9.6 DEFENSE OF THIRD PARTY INFRINGEMENT CLAIMS.
IF THE MANUFACTURE, PRODUCTION,
SALE OR USE OF ANY COLLABORATION PRODUCT PURSUANT TO THIS AGREEMENT RESULTS IN A
CLAIM, SUIT OR PROCEEDING (COLLECTIVELY, "ACTIONS") ALLEGING PATENT INFRINGEMENT
AGAINST BIOMARIN OR GENZYME (OR THEIR RESPECTIVE AFFILIATES), SUCH PARTY SHALL
PROMPTLY NOTIFY THE OTHER PARTY HERETO IN WRITING.
THE PARTY SUBJECT TO SUCH
ACTION (FOR PURPOSES OF THIS SECTION 9.6, THE "CONTROLLING PARTY") SHALL HAVE
THE EXCLUSIVE RIGHT TO DEFEND AND CONTROL THE DEFENSE OF ANY