Collaboration Program IP Clause Samples

Collaboration Program IP. Prior to exercise of an Option in relation to any Collaboration Program, Adaptimmune shall file, maintain and prosecute any patent applications and patents comprising (a) Adaptimmune Collaboration Program IP; and (b) Joint Collaboration Program IP arising from such Collaboration Program to the extent that such Joint Collaboration Program IP solely relates to composition of matter or product claims of *** (“Adaptimmune Prosecuted Collaboration Program IP”) at its sole cost. Adaptimmune shall promptly provide GSK via the Patent Liaisons with copies of all draft patent applications, material communications from any patent authority regarding Adaptimmune Prosecuted Collaboration Program IP, and drafts of any material filings or responses to be made to such patent authorities where reasonably possible at least fifteen (15) days in advance of submitting such filings or responses to allow GSK the opportunity to review and comment. Adaptimmune shall consider in good faith and shall implement as appropriate any reasonable comments provided by GSK in connection with the prosecution of Adaptimmune Prosecuted Collaboration Program IP. Prior to exercise of an Option in relation to any Collaboration Program, GSK shall file, maintain and prosecute any patent applications and patents comprising Joint Collaboration Program IP arising from such Collaboration Program to the extent that such Joint Collaboration Program IP does not relate to any *** or Engineered TCR (“GSK Prosecuted Collaboration Program IP”) at its sole cost. GSK shall promptly provide Adaptimmune via the Patent Liaisons with copies of all draft patent applications, material communications from any patent authority regarding such GSK Prosecuted Collaboration Program IP, and drafts of any material filings or responses to be made to such patent authorities where reasonably possible at least fifteen (15) days in advance of submitting such filings or responses to allow Adaptimmune the opportunity to review and comment. GSK shall consider in good faith and shall implement as appropriate any reasonable comments provided by Adaptimmune in connection with the prosecution of such GSK Prosecuted Collaboration Program IP. ***Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Commission.

Collaboration Program IP. As between the Parties, (i) all patentable inventions within the Collaboration Program Know-How, and all Patents claiming such inventions, and (ii) all other Collaboration Program Know-How and other Intellectual Property Rights in such Know-How, in each case ((i) and (ii)) discovered, created or developed solely by its employees, Affiliates, agents or independent contractors in connection with their activities under a Collaboration Program shall be owned solely by the inventing, discovering, creating or developing Party(ies), and if discovered, created or developed jointly by each Party’s employees, Affiliates, agents or independent contractors shall be owned jointly and deemed Joint Technology.