Common use of Authorizations Relating to Patent Term Extension Clause in Contracts

Authorizations Relating to Patent Term Extension. Rochester hereby authorizes Vaccinex (i) to include in any NDA for a Licensed Product, as Vaccinex may deem appropriate under the Act, a list of patents included within the Patent Rights that relate to such Licensed Product and such other information as Vaccinex in its reasonable discretion believes is appropriate to be filed pursuant to the Act; (ii) notwithstanding the provisions of Section 6.5, to commence suit for any infringement of Patent Rights under § 271(e) (2) of Title 35 of the United States Code occasioned by the submission by a third party of an ANDA or a paper NDA for a Licensed Product pursuant to §§ 101 or 103 of the Act; and (iii) in consultation with Rochester, to exercise any rights that may be exercisable by Rochester as patent owner under the Act to apply for an extension of the term of any patent included within the Patent Rights, as Vaccinex in its discretion deems appropriate. In the event that applicable law in any other country of the world hereafter provides for the extension of the term of any patent included in the Patent Rights in such country, upon request by Vaccinex, Rochester shall use its best efforts to obtain such extension or, in lieu thereof, shall authorize Vaccinex or, if requested by Vaccinex, its sublicensee to apply for such extension, in consultation with Rochester. Rochester agrees to cooperate with Vaccinex or its sublicensee, as applicable, in the exercise of the authorization granted herein and will execute such documents and take such additional action as Vaccinex may reasonably request in connection therewith, including, if necessary, permitting itself to be joined as a proper party in any suit for infringement brought by Vaccinex under subsection (ii) above. Any damages awarded under any suit for infringement brought by Vaccinex under subsection (ii) above shall be divided among the Parties as set forth in Section 6.5. In the event Vaccinex decides not to commence suit for infringement under subsection (ii) above, Vaccinex will notify Rochester of its decision within [***] so that Rochester may institute such litigation itself, if it wishes, at its own cost and expense. [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Authorizations Relating to Patent Term Extension. Rochester P&U hereby authorizes Vaccinex authorized LUNG RX (ia) to include in any NDA for a Licensed Product, as Vaccinex LUNG RX may deem appropriate under the Act, a list of patents included within the Patent Rights that relate to such Licensed Product and such other information as Vaccinex LUNG RX in its reasonable discretion believes believe is appropriate to be filed pursuant to the Act; (iib) notwithstanding the provisions of Section 6.5Article 10, to commence suit for any infringement of the Patent Rights under § 271(e) (2ss. 271(e)(2) of Title 35 of the United States Code occasioned by the submission by a third party Third Party of an ANDA Abbreviated New Drug Application ("ANDA") or a paper NDA for a Licensed Product pursuant to §§ 101 ss.sx. 001 or 103 of the Act; and (iiic) in consultation with RochesterP&U, to exercise any rights that may be exercisable by Rochester P&U as patent owner under the Act to apply for an extension of the term of any patent included within the Patent Rights, as Vaccinex LUNG RX in its discretion deems appropriate. In the event that applicable law in any other country of or community or associations of countries in the world Territory hereafter provides for the extension of the term of any patent included in the Patent Rights in such country, ; upon request by VaccinexLUNG RX, Rochester P&U shall use its best efforts to obtain such extension or, in lieu thereof, shall authorize Vaccinex orLUNG RX, or if requested by VaccinexLUNG RX, its sublicensee sublicensees to apply for such extension, in consultation with Rochester. Rochester P&U. P&U agrees to cooperate with Vaccinex LUNG RX or its sublicenseesublicensees, as applicable, in the exercise of the authorization granted herein or which may be granted pursuant to this Section 16.2 and will execute such documents and take such additional action as Vaccinex LUNG RX may reasonably request in connection therewith, including, if necessary, permitting itself to be joined as a proper party in any suit for infringement brought by Vaccinex LUNG RX under subsection clause (iib) above. Any damages awarded under any suit for infringement brought by Vaccinex under subsection (ii) above Counsel shall be divided among the Parties as set forth in Section 6.5selected by LUNG RX. In the event Vaccinex event, LUNG RX decides not to commence suit for infringement under subsection clause (iib) above, Vaccinex LUNG RX will notify Rochester P&U of its decision within [***] thirty (30) days so that Rochester P&U may institute such litigation itself, if it wishes, at its own cost and expense. [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.