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

Cooperation; Request to Responsible Party. Each of GSK and Pharmacopeia shall keep the other fully informed as to the status of patent matters described in this Section 8.1.3 including, without limitation, by providing the Patent Subcommittee the opportunity to fully review and comment on any substantive 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 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. GSK and 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. Either Party may request the other Party to file a patent application claiming any invention within the Joint IP for which the other Party has responsibility as set forth in Section 8.1.3(a) and (b). For clarity, it is understood and agreed by the Parties that each Party shall have 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 comments and input in preparing any such filings or correspondence.

Cooperation; Request to Responsible Party. Each of GSK Cephalon and Pharmacopeia Ambit shall keep the other fully informed as to the status of patent matters described in this Section 8.1.3 Sections 11.2.3 and 11.2.4, including, without limitation, by providing the Patent Subcommittee Committee the opportunity to fully review and comment on any substantive documents invention disclosures. With respect to each Patent governed by Sections 11.2.3 or 11.2.4, the Patent Committee shall decide whether such Patent falls within Section: 11.2.3(a) or 11.2.3(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 (ior could be claimed) GSK Patents filed after the Effective Date in a Patent for which Cephalon is responsible pursuant to Section 11.2.3(a) or 11.2.4(a) and subject matter that is claimed (or could be claimed) in a Patent for which Ambit is responsible pursuant to Section 11.2.3(b) or 11.2.4(b), the Patent Committee shall determine which Patent should claim such subject matter pursuant to the terms of this Agreement Agreement. Where practicable and claiming a Collaboration Compoundwhere appropriate under the terms of this Agreement, the Patent Committee shall endeavor to adjust the scope of the claims of either such Patent or both such Patents, or methods to propose the filing of making appropriate divisional applications, in order to avoid or using minimize such a compound, (ii) Joint Patents overlap or (iii) Pharmacopeia Patents filed after the Effective Date pursuant to this Agreement conflict. Cephalon 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 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. GSK and Pharmacopeia 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 Patents and reasonable access to the inventors of said inventions, as well as causing the execution of required patent assignments and/or other documents. Either Party may request the other Party Party, at the other Party’s discretion, to file a patent application claiming any invention within the Joint Collaboration IP or Licensed Compound IP, as applicable, for which the other Party has responsibility as set forth in Section 8.1.3(a) and (b). For clarity, it is understood and agreed by the Parties that each Party shall have 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 Sections 11.2.3 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 comments and input in preparing any such filings or correspondence11.2.

Cooperation; Request to Responsible Party. Each of GSK Penwest and Pharmacopeia Edison shall keep the other fully informed as to the status of patent matters described in this Section 8.1.3 9.4.3 relating to Specified Compounds, including, without limitation, by providing the Patent Subcommittee GOC the opportunity to fully review and comment on any substantive invention disclosures, as well as any 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 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. GSK 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 Pharmacopeia 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 Party, at the other Party’s discretion, to file a patent application claiming any invention within the Joint Collaboration IP for which the other Party has responsibility is the Responsible Party as set forth in Section 8.1.3(aSections 9.4.3(a) and (bor 9.4.3(b). For clarity, it It is understood and agreed by the Parties that each a Party shall not have the right to provide timely review, comment and input any liability 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 such Party’s preparation or prosecution of any Pharmacopeia PatentPatent pursuant to this Section 9.4.3, GSK as long as (i) such Party has complied with this Section 9.4.3(c) with respect to such Patent or Joint Patent, and that the other (ii) such Party shall reasonably take into account such comments and input has not been negligent in preparing conducting any such filings or correspondenceactivities with respect to such Patent.

Cooperation; Request to Responsible Party. Each of GSK Cephalon and Pharmacopeia shall keep the other fully informed as to the status of patent matters described in this Section 8.1.3 10.2.3 relating to Collaboration Compounds, including, without limitation, by providing the Patent Subcommittee Committee the opportunity to fully review and comment on any substantive invention disclosures, as well as any 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 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. GSK With respect to each Patent governed by this Section 10.2.3, the Patent Committee shall decide whether such Patent falls within Section 10.2.3(a) or 10.2.3(b). In the event of any overlap or conflict between subject matter that is claimed (or could be claimed) in a Patent for which Cephalon is responsible pursuant to Section 10.2.3(a) and subject matter that is claimed (or could be claimed) in a Patent for which Pharmacopeia is responsible pursuant to Section 10.2.3(b), the 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 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. Cephalon and 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, as well as causing the execution of required patent assignments and/or other documents. Either Party may request the other Party Party, at the other Party’s discretion, to file a patent application claiming any invention within the Joint Collaboration IP for which the other Party has responsibility as set forth in Section 8.1.3(aSections 10.2.3(a) and (bor 10.2.3(b). For clarity, it It is understood and agreed by the Parties that each a Party shall not have the right to provide timely review, comment and input any liability 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 such Party’s preparation or prosecution of any Pharmacopeia PatentPatent pursuant to this Section 10.2.3, GSK as long as (i) such Party has complied with this Section 10.2.3(c) with respect to such Patent or Joint Patent, and that the other (ii) such Party shall reasonably take into account such comments and input has not been negligent in preparing conducting any such filings or correspondenceactivities with respect to such Patent.