Common use of CREATE Act Clause in Contracts

CREATE Act. It is the intention of the Parties that this Agreement is a “joint research agreement” as that phrase is defined in Public Law 108-53 (the “Create Act”). In the event that either Party to this Agreement intends to overcome a reject ion of a claimed invention within the Immunocore Background (to the extent relevant to any Collaboration Program or Licensed Product), the Foreground, Plat form Rights (to the extent relevant to any Collaboration Program or Licensed Product) and/or Joint Foreground pursuant to the provisions of the Create Act, such Party shall first obtain the prior written consent of the other Party and the Parties shall work together in good faith to agree how any rejection should be overcome. To the extent that the Parties agree that, in order to overcome a rejection of a claimed invention within the Immunocore Background (to the extent relevant to any Collaboration Program or Licensed Product), the Foreground, Platform Rights (to the extent relevant to any Collaboration Program or Licensed Product) and/ or Joint Foreground pursuant to the provisions of the Create Act, the filing of a terminal disclaimer is required or advisable, the Parties shall first agree on terms and conditions under which the patent application subject to such terminal disclaimer and the patent or application over which such application is disclaimed shall be jointly enforced, to the extent that the Parties have not previously agreed to such terms and conditions. To the extent that this Section applies to Immunocore Background or Platform Rights, any obligation under this Section will be subject to any Third Party agreements entered into with Immunocore prior to the Effective Date or after the Effective Date relating to the prosecution or maintenance of such Immunocore Background or Plat form Rights and any co-operation or consultation by Immunocore under this Section shall be subject to such Third Party agreements.

CREATE Act. It is the intention of the Parties that this Agreement is a “joint research agreement” as that phrase is defined in Public Law 108-53 (the “Create Act”). In the event that either Party to this Agreement intends to overcome a reject ion rejection of a claimed invention within the Immunocore Background (to the extent relevant to any Collaboration Program or Licensed Product)IP, the ForegroundForeground IP, Plat form Rights (to the extent relevant to any Collaboration Program or Licensed Product) GNE Improvement IP and/or Joint Foreground IP pursuant to the provisions of the Create Act, such Party shall first obtain the prior written consent of the other Party and the Parties shall work together in good faith to agree how any rejection should be overcome. To the extent that the Parties agree that, in order to overcome a rejection of a claimed invention within the Immunocore Background (to the extent relevant to any Collaboration Program or Licensed Product)IP, the ForegroundForeground IP, Platform Rights (to the extent relevant to any Collaboration Program or Licensed Product) and/ or GNE Improvement IP and/or Joint Foreground IP pursuant to the provisions of the Create Act, the filing of a terminal disclaimer is required or advisable, the Parties shall first agree on terms and conditions under which the patent application subject to such terminal disclaimer and the patent or application over which such application is disclaimed shall be jointly enforced, to the extent that the Parties have not previously agreed to such terms and conditions. To the extent that this Section 9.2.4 applies to Immunocore Background or Platform RightsLicensed Intellectual Property, any obligation under this Section will be subject to any Third Party agreements entered into with Immunocore prior to the Effective Date relating to the prosecution or maintenance of such Licensed Intellectual Property and any co-operation or consultation by Immunocore under this Section 9.2.4 shall be subject to such Third Party agreements. To the extent that this Section 9.2.4 applies to Immunocore Background IP (excluding Licensed Intellectual Property), any obligation under this Section will be subject to any Third Party agreements entered into with Immunocore prior to or after the Effective Date relating to the prosecution or maintenance of such Immunocore Background or Plat form Rights IP and any co-operation or consultation by Immunocore under this Section 9.2.4 shall be subject to such Third Party agreements. In the event that GNE, Roche or their Sublicensee intends to enter into an agreement with a Third Party with respect to the further research, development or commercialization of a Licensed Product and such agreement is a “joint research agreement” as that phrase is defined in the Create Act, the Parties shall in good faith discuss whether Immunocore shall similarly enter into such agreement with such Third Party purely for the purposes of agreeing similar consultation rights in relation to any rejection under the Create Act as contained under this Section 9.2.4.

CREATE Act. It is the intention of the Parties that this Agreement is a “joint research agreement” as that phrase is defined in Public Law 108-53 (the “Create Act”). In the event that either Party to this Agreement intends to overcome a reject ion rejection of a claimed invention within the Licensed Product IP, Immunocore Platform IF, Foreground IP and/or GNE Background (to the extent relevant to any Collaboration Program or Licensed Product), the Foreground, Plat form Rights (to the extent relevant to any Collaboration Program or Licensed Product) and/or Joint Foreground IP pursuant to the provisions of the Create Act, such Party shall first obtain the prior written consent of the other Party and the Parties shall work together in good faith to agree how any rejection should be overcome. To the extent that the Parties agree that, in order to overcome a rejection of a claimed invention within the Licensed Product IP, Immunocore Platform IP, Foreground IP and/or GNE Background (to the extent relevant to any Collaboration Program or Licensed Product), the Foreground, Platform Rights (to the extent relevant to any Collaboration Program or Licensed Product) and/ or Joint Foreground IP pursuant to the provisions of the Create Act, the filing of a terminal disclaimer is required or advisable, the Parties shall first agree on terms and conditions under which the patent application subject to such terminal disclaimer and the patent or application over which such application is disclaimed shall be jointly enforced, to the extent that the Parties have not previously agreed to such terms and conditions. To the extent that this Section 15.2.4 applies to Immunocore Background or Platform RightsIP, any obligation under this Section will be subject to any Third Party agreements entered into with Immunocore prior to the Effective Date or after the Effective Date relating to the prosecution or maintenance of such Immunocore Background or Plat form Rights Platform IP and any co-operation or consultation by Immunocore under this Section 15.2.4 shall be subject to such Third Party agreements. In the event that GNE, or its Sublicensee intends to enter into an agreement with a Third Party with respect to the further research, development or commercialization of a Licensed Product and such agreement is a “joint research agreement” as that phrase is defined in the Create Act, the Parties shall in good faith discuss whether Immunocore shall similarly enter into such agreement with such Third Party purely for the purposes of agreeing similar consultation rights in relation to any rejection under the Create Act as contained under this Section 15.2.4.

CREATE Act. It is the intention of the Parties that this Agreement is a “joint research agreement” as that phrase is defined in Public Law 108-53 (the “Create Act”). In the event that either Party to this Agreement intends to overcome a reject ion rejection of a claimed invention within the Immunocore Background (to the extent relevant to any Collaboration Program or Licensed Product)IP, the Foreground, Plat form Rights (to the extent relevant to any Collaboration Program or Licensed Product) Immunocore Foreground IP and/or Joint Foreground GNE Background IP pursuant to the provisions of the Create Act, such Party shall first obtain the prior written consent of the other Party and the Parties shall work together in good faith to agree how any rejection should be overcome. To the extent that the Parties agree that, in order to overcome a rejection of a claimed invention within Immunocore Background IP, the Immunocore Foreground IP and/or GNE Background (to the extent relevant to any Collaboration Program or Licensed Product), the Foreground, Platform Rights (to the extent relevant to any Collaboration Program or Licensed Product) and/ or Joint Foreground IP pursuant to the provisions of the Create Act, the filing of a terminal · disclaimer is required or advisable, the Parties shall first agree on terms and conditions under which the patent application subject to such terminal disclaimer and the patent or application over which such application is disclaimed shall be jointly enforced, to the extent that the Parties have not previously agreed to such terms and conditions. To the extent that this Section 8.2.3 applies to Immunocore Background IP or Platform Rightsthe Immunocore Foreground IP, any obligation under this Section will be subject to any Third Party agreements entered into with Immunocore prior to the Effective Date or after the Effective Date relating to the prosecution or maintenance of such Immunocore Background IP or Plat form Rights the Immunocore Foreground IP and any co-operation or consultation by Immunocore under this Section 8.2.3 shall be subject to such Third Party agreements. In the event that Immunocore intends to enter into an agreement with a Third Party with respect to the further research, development or commercialisation of an Immunocore Product and such agreement is a “joint research agreement” as that phrase is defined in the Create Act, the Parties shall in good faith discuss whether GNE shall similarly enter into such agreement with such Third Party purely for the purposes of agreeing similar consultation rights in relation to any rejection under the Create Act as contained under this Section 8.2.3.

CREATE Act. It is the intention of the Parties that this Agreement is a “joint research agreement” as that phrase is defined in Public Law 108-53 35 USC § 102(c) (the “Create Act”AIA). In the event that either Party to this Agreement intends to overcome a reject ion rejection of a claimed invention within the Immunocore Background (to the extent relevant to any covered by Joint Collaboration Program Patent Rights, Roche Collaboration Patent Rights or Licensed Product), the Foreground, Plat form Hookipa Patent Rights (to the extent relevant to any Collaboration Program or Licensed Product) and/or Joint Foreground pursuant to the provisions of the Create Act35 USC §§ 102(a)-(d), such Party shall first obtain the prior written consent of the other Party. Following receipt of such written consent, such Party shall limit any amendment to the specification or statement to the patent office with respect to this Agreement to that which is strictly required by the applicable subsection of 35 USC § 102 and the Parties shall work together in good faith to agree how any rejection should be overcomerules and regulations promulgated thereunder and which is consistent with the terms and conditions of this Agreement (including the scope of the Program). To the extent that the Parties agree that, in order to overcome a rejection of a claimed invention within covered by Joint Collaboration Patent Rights, Roche Collaboration Patent Rights or the Immunocore Background (to the extent relevant to any Collaboration Program or Licensed Product), the Foreground, Platform Hookipa Patent Rights (to the extent relevant to any Collaboration Program or Licensed Product) and/ or Joint Foreground pursuant to the provisions of the Create Actapplicable subsection of 35 USC § 102, if the filing of a terminal disclaimer is required or advisable, the Parties shall first agree on terms and conditions under which the patent application subject to such terminal disclaimer and the patent or application over which such application is disclaimed shall be jointly enforced, to the extent that the Parties have not previously agreed to such terms and conditions. To In the extent event that this Section applies to Immunocore Background or Platform Rights, any obligation under this Section will be subject to any a first Party enters into an agreement with a Third Party agreements entered into with Immunocore prior respect to the Effective Date further research, development or after commercialization of a product, including a Product, the Effective Date relating to the prosecution or maintenance of other Party shall, upon such Immunocore Background or Plat form Rights and any co-operation or consultation by Immunocore under this Section shall be subject to first Party’s request, similarly enter into such agreement with such Third Party agreementsfor the purposes of furthering the Parties’ objectives under this Agreement, provided that such agreement does not place any material obligation on such other Party.

CREATE Act. It is the intention of the Parties that this Agreement is a “joint research agreement” as that phrase is defined in Public Law 108-53 (the “Create Act”). In the event that either Party to this Agreement intends to overcome a reject ion rejection of a claimed invention within the Immunocore Adaptimmune Background (to the extent relevant to any Collaboration Program or Licensed Product), the Foreground, Plat form Rights (to the extent relevant to any Collaboration Program or Licensed Product) IP, and/or Joint Foreground Background pursuant to the provisions of the Create Act, such Party shall first obtain the prior written consent of the other Party and the Parties shall work together in good faith to agree how any rejection should be overcome. To the extent that the Parties agree that, in order to overcome a rejection of a claimed invention within the Immunocore Adaptimmune Background (to the extent relevant to any Collaboration Program or Licensed Product), the Foreground, Platform Rights (to the extent relevant to any Collaboration Program or Licensed Product) and/ or IP, and/or Joint Foreground Background pursuant to the provisions of the Create Act, the filing of a terminal disclaimer is required or advisable, the Parties shall first agree on terms and conditions under which the patent application subject to such terminal disclaimer and the patent or application over which such application is disclaimed shall be jointly enforced, to the extent that the Parties have not previously agreed to such terms and conditions. To the extent that this Section applies to Immunocore Background or Platform RightsAdaptimmune Background, any obligation under this Section will be subject to any Third Party agreements entered into with Immunocore Adaptimmune prior to the Effective Date or after the Effective Date relating to the prosecution or maintenance of such Immunocore Adaptimmune Background or Plat form Rights and any co-operation or consultation by Immunocore Adaptimmune under this Section shall be subject to such Third Party agreements.