UNLESS THE
PAYING PARTY IS DISPUTING IN GOOD FAITH THE RESULTS OF THE AUDIT IN WHICH CASE
THE PAYMENT WILL BE MADE WITHIN 30 DAYS AFTER RESOLUTION OF SUCH DISPUTE.
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9.
INTELLECTUAL PROPERTY
9.1
OWNERSHIP.
(A)
AS AMONG THE PARTIES, (I) ALL OF ALNYLAM'S LICENSED IP WILL BE
OWNED SOLELY BY ALNYLAM, (II) ALL OF ISIS' LICENSED IP WILL BE OWNED SOLELY BY
ISIS, AND (III) SUBJECT TO THE BUY-OUT PROCESS, ALL WORK PRODUCT, AND THE
INTELLECTUAL PROPERTY THEREIN, WILL BE OWNED BY REGULUS, AND EACH LICENSOR
HEREBY ASSIGNS, AND WILL CAUSE ITS AFFILIATES TO ASSIGN, TO REGULUS ALL WORK
PRODUCT AND THE INTELLECTUAL PROPERTY THEREIN.
(B)
IF REGULUS ENTERS INTO AN AGREEMENT (OTHER THAN THE SERVICES
AGREEMENT) WITH ONE OF ITS AFFILIATES, A LICENSOR, AN AFFILIATE OF A LICENSOR OR
A THIRD PARTY PURSUANT TO WHICH REGULUS IP COULD BE DEVELOPED, REGULUS WILL USE
COMMERCIALLY REASONABLE EFFORTS TO REQUIRE SUCH PERSON TO ASSIGN TO REGULUS ALL
RIGHT, TITLE AND INTEREST TO REGULUS IP DEVELOPED BY SUCH PERSON, OR OTHERWISE
ENSURE THAT REGULUS CONTROLS ALL SUCH REGULUS IP.
9.2
PROSECUTION AND MAINTENANCE OF PATENT RIGHTS.
(A)
REGULUS IP. AS AMONG THE PARTIES, REGULUS WILL HAVE THE SOLE RIGHT
TO FILE, PROSECUTE AND MAINTAIN PATENT RIGHTS COVERING ANY REGULUS IP, AT
REGULUS' OWN EXPENSE.
(B)
LICENSOR IP.
(I)
AS AMONG THE PARTIES, EACH LICENSOR WILL HAVE THE INITIAL RIGHT
TO FILE, PROSECUTE AND MAINTAIN SUCH LICENSOR'S LICENSED PATENT RIGHTS. SUCH
ACTIVITIES WILL BE AT SUCH LICENSOR'S EXPENSE.
(II)
SUBJECT TO ANY THIRD PARTY RIGHTS, IN THE EVENT THAT A LICENSOR
DECLINES TO FILE, PROSECUTE OR MAINTAIN SUCH LICENSOR'S LICENSED PATENT RIGHTS,
ELECTS TO ALLOW ANY SUCH PATENT RIGHTS TO LAPSE, OR ELECTS TO ABANDON ANY SUCH
PATENT RIGHTS BEFORE ALL APPEALS WITHIN THE RESPECTIVE PATENT OFFICE HAVE BEEN
EXHAUSTED, THEN:
(A)
SUCH LICENSOR WILL PROVIDE REGULUS WITH REASONABLE NOTICE OF ITS
DECISION TO DECLINE TO FILE, PROSECUTE OR MAINTAIN ANY SUCH PATENT RIGHTS OR ITS
ELECTION TO ALLOW ANY SUCH PATENT RIGHTS TO LAPSE, OR ITS ELECTION TO ABANDON
ANY SUCH PATENT RIGHTS, SO AS TO PERMIT REGULUS TO DECIDE WHETHER TO FILE,
PROSECUTE OR MAINTAIN THE SAME, AND TO TAKE ANY NECESSARY ACTION.
(B)
REGULUS MAY ASSUME CONTROL OF THE FILING, PROSECUTION AND/OR
MAINTENANCE OF SUCH PATENT RIGHTS IN THE NAME OF SUCH LICENSOR, AT REGULUS'
EXPENSE.
(C)
SUCH LICENSOR WILL, AT REGULUS' EXPENSE AND REASONABLE REQUEST,
ASSIST AND COOPERATE IN THE FILING, PROSECUTION AND MAINTENANCE OF SUCH PATENT
RIGHTS.
15
(D)
REGULUS WILL PROVIDE SUCH LICENSOR, SUFFICIENTLY IN ADVANCE FOR
SUCH LICENSOR TO COMMENT, WITH COPIES OF ALL PATENT APPLICATIONS AND OTHER
MATERIAL SUBMISSIONS AND CORRESPONDENCE WITH ANY PATENT COUNSEL OR PATENT
AUTHORITIES PERTAINING TO SUCH PATENT RIGHTS.
(E)
REGULUS WILL GIVE DUE CONSIDERATION TO THE COMMENTS OF SUCH
LICENSOR, BUT WILL HAVE THE FINAL SAY IN DETERMINING WHETHER OR NOT TO
INCORPORATE SUCH COMMENTS.
(F)
REGULUS AND SUCH LICENSOR WILL PROMPTLY PROVIDE THE OTHER WITH
COPIES OF ALL MATERIAL CORRESPONDENCE RECEIVED FROM ANY PATENT COUNSEL