Common use of Cooperation; Request to Responsible Party Clause in Contracts

Cooperation; Request to Responsible Party. Each of Penwest and Edison shall keep the other fully informed as to the status of patent matters described in this Section 9.4.3 relating to Specified Compounds, including, by providing the GOC the opportunity to fully review and comment on any invention disclosures, as well as any documents which will be filed in any patent office as far in advance of filing dates as feasible, and providing the other copies of any substantive documents that such Party receives from such patent offices promptly after receipt, including notice of all interferences, reissues, re-examinations, oppositions or requests for patent term extensions. With respect to each Patent governed by this Section 9.4.3, the GOC shall decide whether such Patent falls within Section 9.4.3(a) or 9.4.3(b). In the event of any overlap or conflict between subject matter that is claimed (or could be claimed) in a Patent for which Penwest is the Responsible Party pursuant to Section 9.4.3(a) and subject matter that is claimed (or could be claimed) in a Patent for which Edison is the Responsible Party pursuant to Section 9.4.3(b), the GOC shall determine which Patent should claim such subject matter pursuant to the terms of this Agreement. Where practicable and where appropriate under the terms of this Agreement, the GOC shall endeavor to adjust the scope of the claims of either such Patent or both such Patents, or to propose the filing of appropriate divisional applications, in order to avoid or minimize such overlap or conflict. Penwest and Edison shall each reasonably cooperate with and assist the other at its own expense in connection with such activities, at the other Party’s request. Reasonable cooperation shall include, providing the requesting Party with necessary or useful data and information relating to the Collaboration IP and reasonable access to the inventors of said inventions, and causing the execution of required patent assignments and/or other documents where necessary. Either Party may request the other Party, at the other Party’s discretion, to file a patent application claiming any invention within the Collaboration IP for which the other Party is the Responsible Party as set forth in Sections 9.4.3(a) or 9.4.3(b). It is understood and agreed that a Party shall not have any liability to the other Party with respect to such Party’s preparation or prosecution of any Patent pursuant to this Section 9.4.3, as long as (i) such Party has complied with this Section 9.4.3(c) with respect to such Patent and (ii) such Party has not been negligent in conducting any such activities with respect to such Patent.

Cooperation; Request to Responsible Party. Each of Penwest Cephalon and Edison Ambit shall keep the other fully informed as to the status of patent matters described in this Section 9.4.3 relating to Specified CompoundsSections 11.2.3 and 11.2.4, including, without limitation, by providing the GOC Patent Committee the opportunity to fully review and comment on any invention disclosures, as well as any documents which will be filed in any patent office as far in advance of filing dates as feasible, and providing the other copies of any substantive documents that such Party receives from such patent offices promptly after receipt, including notice of all interferences, reissues, re-examinations, oppositions or requests for patent term extensions. With respect to each Patent governed by this Section 9.4.3Sections 11.2.3 or 11.2.4, the GOC Patent Committee shall decide whether such Patent falls within Section 9.4.3(aSection: 11.2.3(a) or 9.4.3(b11.2.3(b) or within Section 11.2.4(a) or 11.2.4(b), as applicable. In the event of any overlap or conflict between subject matter that is claimed (or could be claimed) in a Patent for which Penwest Cephalon is the Responsible Party responsible pursuant to Section 9.4.3(a11.2.3(a) or 11.2.4(a) and subject matter that is claimed (or could be claimed) in a Patent for which Edison Ambit is the Responsible Party responsible pursuant to Section 9.4.3(b11.2.3(b) or 11.2.4(b), the GOC Patent Committee shall determine which Patent should claim such subject matter pursuant to the terms of this Agreement. Where practicable and where appropriate under the terms of this Agreement, the GOC Patent Committee shall endeavor to adjust the scope of the claims of either such Patent or both such Patents, or to propose the filing of appropriate divisional applications, in order to avoid or minimize such overlap or conflict. Penwest Cephalon and Edison Ambit shall each reasonably cooperate with and assist the other at its own expense in connection with such activities, at the other Party’s request. Reasonable cooperation shall include, without limitation, providing the requesting Party with necessary or useful data and information relating to the Collaboration IP Patents and reasonable access to the inventors of said inventions, and as well as causing the execution of required patent assignments and/or other documents where necessarydocuments. Either Party may request the other Party, at the other Party’s discretion, to file a patent application claiming any invention within the Collaboration IP or Licensed Compound IP, as applicable, for which the other Party is the Responsible Party has responsibility as set forth in Sections 9.4.3(a) 11.2.3 or 9.4.3(b)11.2.4. It is understood and agreed that a Party shall not have any liability to the other Party with respect to such Party’s preparation or prosecution of any Patent pursuant to this Section 9.4.311.2.4(c), as long as (i) such Party has complied with this Section 9.4.3(c11.2.4(c) with respect to such Patent and (ii) such Party has not been negligent in conducting any such activities with respect to such Patent.

Cooperation; Request to Responsible Party. Each of Penwest Cephalon and Edison Pharmacopeia shall keep the other fully informed as to the status of patent matters described in this Section 9.4.3 10.2.3 relating to Specified Collaboration Compounds, including, without limitation, by providing the GOC Patent Committee the opportunity to fully review and comment on any invention disclosures, as well as any documents which will be filed in any patent office as far in advance of filing dates as feasible, and providing the other copies of any substantive documents that such Party receives from such patent offices promptly after receipt, including notice of all interferences, reissues, re-examinations, oppositions or requests for patent term extensions. With respect to each Patent governed by this Section 9.4.310.2.3, the GOC Patent Committee shall decide whether such Patent falls within Section 9.4.3(a10.2.3(a) or 9.4.3(b10.2.3(b). In the event of any overlap or conflict between subject matter that is claimed (or could be claimed) in a Patent for which Penwest Cephalon is the Responsible Party responsible pursuant to Section 9.4.3(a10.2.3(a) and subject matter that is claimed (or could be claimed) in a Patent for which Edison Pharmacopeia is the Responsible Party responsible pursuant to Section 9.4.3(b10.2.3(b), the GOC Patent Committee shall determine which Patent should claim such subject matter pursuant to the terms of this Agreement. Where practicable and where appropriate under the terms of this Agreement, the GOC Patent Committee shall endeavor to adjust the scope of the claims of either such Patent or both such Patents, or to propose the filing of appropriate divisional applications, in order to avoid or minimize such overlap or conflict. Penwest Cephalon and Edison Pharmacopeia shall each reasonably cooperate with and assist the other at its own expense in connection with such activities, at the other Party’s request. Reasonable cooperation shall include, without limitation, providing the requesting Party with necessary or useful data and information relating to the Collaboration IP and reasonable access to the inventors of said inventions, and as well as causing the execution of required patent assignments and/or other documents where necessarydocuments. Either Party may request the other Party, at the other Party’s discretion, to file a patent application claiming any invention within the Collaboration IP for which the other Party is the Responsible Party has responsibility as set forth in Sections 9.4.3(a10.2.3(a) or 9.4.3(b10.2.3(b). It is understood and agreed that a Party shall not have any liability to the other Party with respect to such Party’s preparation or prosecution of any Patent pursuant to this Section 9.4.310.2.3, as long as (i) such Party has complied with this Section 9.4.3(c10.2.3(c) with respect to such Patent and (ii) such Party has not been negligent in conducting any such activities with respect to such Patent.

Cooperation; Request to Responsible Party. Each of Penwest GSK and Edison Pharmacopeia shall keep the other fully informed as to the status of patent matters described in this Section 9.4.3 relating to Specified Compounds8.1.3 including, includingwithout limitation, by providing the GOC Patent Subcommittee the opportunity to fully review and comment on any invention disclosuressubstantive documents within the (i) GSK Patents filed after the Effective Date pursuant to this Agreement and claiming a Collaboration Compound, or methods of making or using such a compound, (ii) Joint Patents or (iii) Pharmacopeia Patents filed after the Effective Date pursuant to this Agreement and claiming a Collaboration Compound, or methods of making or using such a compound, being prosecuted pursuant to Sections 8.1.1, 8.1.2 and 8.1.3 as well as any documents the case may be, which will be filed in any patent office as far in advance of filing dates as feasible, and providing to the other copies of any substantive documents that such Party receives from such patent offices promptly after receipt, including notice of all interferences, reissues, re-examinations, oppositions or requests for patent term extensions. With respect to each Patent governed by this Section 9.4.3, the GOC shall decide whether such Patent falls within Section 9.4.3(a) or 9.4.3(b). In the event of any overlap or conflict between subject matter that is claimed (or could be claimed) in a Patent for which Penwest is the Responsible Party pursuant to Section 9.4.3(a) GSK and subject matter that is claimed (or could be claimed) in a Patent for which Edison is the Responsible Party pursuant to Section 9.4.3(b), the GOC shall determine which Patent should claim such subject matter pursuant to the terms of this Agreement. Where practicable and where appropriate under the terms of this Agreement, the GOC shall endeavor to adjust the scope of the claims of either such Patent or both such Patents, or to propose the filing of appropriate divisional applications, in order to avoid or minimize such overlap or conflict. Penwest and Edison Pharmacopeia shall each reasonably cooperate with and assist the other at its own expense in connection with such activities, at the other Party’s request. Reasonable cooperation shall include, providing the requesting Party with necessary or useful data and information relating to the Collaboration IP and reasonable access to the inventors of said inventions, and causing the execution of required patent assignments and/or other documents where necessary. Either Party may request the other Party, at the other Party’s discretion, Party to file a patent application claiming any invention within the Collaboration Joint IP for which the other Party is the Responsible Party has responsibility as set forth in Sections 9.4.3(aSection 8.1.3(a) or 9.4.3(band (b). It For clarity, it is understood and agreed by the Parties that a each Party shall not have any liability the right to provide timely review, comment and input to the other Party on the content of all such substantive correspondence to be filed in any patent office or with any Third Party with respect to any Pharmacopeia Patent, GSK Patent or Joint Patent, and that the other Party shall reasonably take into account such Party’s preparation or prosecution of any Patent pursuant to this Section 9.4.3, as long as (i) such Party has complied with this Section 9.4.3(c) with respect to such Patent comments and (ii) such Party has not been negligent input in conducting preparing any such activities with respect to such Patentfilings or correspondence.