ICN. RP shall be primarily responsible, at their expense, for the filing, maintenance, prosecution and defense of the Patent Rights in the Territory. ICN-RP shall at all times use diligent efforts to fulfill its responsibility with respect to the Patent Rights in all countries in the Territory. ICN-RP shall consult with Schering with respect to the filing, maintenance, prosecution and defense of any and all Patent Rights relating to Compounds, Derivatives and/or Products which are subject to the option rights, and rights of first and last refusal, granted to Schering or its Affiliates under Articles 2 and 5 of this Agreement, and will use its best efforts to obtain, maintain and defend such Patent Rights in the U.S., Canada, Mexico, Europe, Japan, China and Australia. ICN-RP shall give written notice to Schering of any desire to cease prosecution and/or maintenance of any of the Patent Rights and, in such case, shall permit Schering, at Schering's sole discretion, to continue prosecution or maintenance at its own expense. If Schering elects to continue prosecution or maintenance, ICN-RP, as applicable, shall execute such documents and perform such acts, at Schering's expense, as may be reasonably necessary to effect an assignment of such Patent Rights to Schering. Any such assignment shall be completed in a timely manner to allow Schering to continue such prosecution or maintenance. In addition, with respect to each Compound and/or Product licensed to Schering pursuant to Article 2 and effective as of the date on which Schering exercises its option rights in accordance with Section 2.1 with respect thereto, Schering shall assume all of ICN-RP's obligations under this Section 3.6 with regard to any and all Licensed Patent Rights relating to the Compounds, Derivatives and/or Products licensed to Schering pursuant to Article 2. At such time, ICN-RP shall promptly transfer and assign such Licensed Patent Rights to Schering, shall execute and/or cause to be executed all documents necessary to perfect Schering's interests therein, and thereafter shall, upon request and at Schering's expense, reasonably cooperate with Schering to enable Schering to file, prosecute, maintain and defend such Licensed Patent Rights.
ICN. The provisions of Paragraph 2(a) of the Third Agreement shall continue in full force and effect.
ICN. The Shareholders shall vote their shares to elect and shall continue to maintain a Board of Directors of ICN of not less than three (3) and not more than five (5) persons, consisting at least of (i) an individual nominated by the Purchaser, (ii) an individual nominated by a majority-in-interest of the Limited Partners of the Partnership other than the Purchaser and (iii) an individual proposed by ICN and reasonably acceptable to the Purchaser and to the individual nomi thereto by the Limited Partners of the Partnership other than the Purchaser. In connection therewith, the Shareholders shall: (A) cause all certificates representing voting shares of stock of ICN to reflect that the Shareholders have agreed to elect members of the Board of Directors as required under this Paragraph 2(a) and that a copy of this Agreement may be obtained from ICN; (B) not permit or suffer to exist the Articles of Incorporation or By-Laws of ICN to contain any provisions which would contravene or otherwise be inconsistent with the provisions of this Paragraph 2(a); and (C) provide to the Purchaser such evidence as the Purchaser may reasonably request from time to time with respect to the compliance by the Shareholders with the provisions of this Paragraph 2(a).
