Common use of CytomX Patent Rights Clause in Contracts

CytomX Patent Rights. CytomX, at its own expense, shall have the sole right, but not the obligation, to prepare, file, prosecute and maintain, throughout the world, all CytomX Patent Rights. With respect to any CytomX Patent Rights disclosing or claiming Program Technology (other than Unconjugated Probody Platform Improvements included in the Program Technology), CytomX shall keep ImmunoGen reasonably informed of the status of the filing, prosecution and maintenance of such Patent Rights and shall consider in good faith any recommendations made by ImmunoGen in regard to the filing, prosecution or maintenance of any such Patent Right. CytomX shall consult with ImmunoGen in the filing, prosecution and maintenance of any CytomX Patent Right related to CytomX TAP Platform Improvements and shall not unreasonably refuse to incorporate any recommendations made by ImmunoGen in regard to such filing, prosecution or maintenance. Communications regarding the filing, prosecution and maintenance of any CytomX Patent Rights that are Improvements to ImmunoGen Technology will be made through the Patent Committee established as set forth in Section 5.2.4 hereof. To the extent CytomX decides not to file, prosecute or maintain any CytomX Patent Right that CytomX reasonably believes covers or may cover the development, manufacture, commercialization or use of any ImmunoGen Licensed Product (other than any such Patent Right owned or co-owned by a Third Party licensor or the filing of a new initial patent application or any CytomX Patent Right related to CytomX TAP Platform Improvements) and except in the case in which the decision not to file, prosecute or maintain such Patent Right is made by CytomX in the ordinary course of filing continuation applications or as part of an overall strategy to optimize the scope or other aspects of the CytomX Technology, CytomX shall provide ImmunoGen with [***] prior written notice to such effect (i.e., at least [***] prior to the date on which any such filing is intended or due or on which any other such action is due), in which event ImmunoGen may elect to continue prosecution or maintenance of such Patent Right, at ImmunoGen’s sole expense, and CytomX, upon ImmunoGen’s written request, shall execute such documents and perform such acts, at ImmunoGen’s expense, as may be reasonably necessary to permit ImmunoGen to file, prosecute and maintain, at its own discretion, such Patent Right; provided that ImmunoGen (a) shall keep CytomX reasonably informed of the status of the filing, prosecution and maintenance of such Patent Rights, (b) shall consider in good faith any recommendations made by CytomX in regard to such filing, prosecution and maintenance of such Patent Right, and (c) shall not unreasonably refuse to incorporate any recommendations made by CytomX in regard to such filing, prosecution or maintenance. Any such Patent Right that is prosecuted or maintained by ImmunoGen pursuant to this Section 5.2.3 (a) will continue to be owned by CytomX, and (b) subject to the Parties’ other rights and obligations under this Agreement or any then-outstanding License Agreement, may be licensed by CytomX to one or more Third Parties. Nothing contained in this Agreement shall be construed as obligating CytomX to file any patent application in any country or other jurisdiction relating to CytomX TAP Platform Improvements.

CytomX Patent Rights. CytomX, at its own expense, shall have the sole right, but not the obligation, to prepare, file, prosecute and maintain, throughout the world, all CytomX any Patent Rights. With respect to any Rights included in Licensed Intellectual Property that it solely owns, including CytomX Patent Rights disclosing and Patent Rights comprised in the CytomX Improvements. CytomX shall not disclose any Pfizer Confidential Information in any Patent Rights that it files, or claiming Program Technology (other in connection with the prosecution of any such Patent Rights, without Pfizer’s prior written consent. CytomX shall notify Pfizer promptly, and no later than Unconjugated Probody Platform Improvements [***] after request by Pfizer of any Patent Right after the Effective Date that covers the Development, Manufacture, Commercialization or use of any Licensed Product. In the absence of such prompt notification, any such Patent Rights shall be excluded from the Valid Claim definition. CytomX shall keep Pfizer informed regarding each Patent Right included in the Program Technology), Licensed Intellectual Property that CytomX shall keep ImmunoGen reasonably informed of the status of the filing, prosecution and maintenance of such Patent Rights or any Third Party licensor is prosecuting and shall consider in good faith any recommendations made by ImmunoGen Pfizer in regard to the filing, prosecution or maintenance of any such Patent Right. CytomX shall consult with ImmunoGen in the filing, prosecution and maintenance of any CytomX Patent Right related to CytomX TAP Platform Improvements and shall not unreasonably refuse to incorporate any recommendations made by ImmunoGen in regard to such filing, prosecution or maintenance. Communications regarding the filing, prosecution and maintenance of any CytomX Patent Rights that are Improvements to ImmunoGen Technology will be made through the Patent Committee established as set forth in Section 5.2.4 hereof. To the extent CytomX decides not to file, prosecute or maintain any CytomX Patent Right of CytomX that CytomX reasonably believes covers or may cover the developmentDevelopment, manufactureManufacture, commercialization Commercialization or use of any ImmunoGen Licensed Product (other than any such Patent Right owned or co-owned by a Third Party licensor or the filing of a any such new initial patent application or any CytomX Patent Right related to CytomX TAP Platform ImprovementsRight) and except in the case in which the decision not to file, prosecute or maintain such Patent Right is made by CytomX in the ordinary course of filing continuation applications or as part of an overall strategy to optimize the scope or other aspects of the CytomX TechnologyLicensed Intellectual Property, CytomX shall provide ImmunoGen with [***] prior Pfizer written notice to such effect (i.e., at least [***] prior to the date on which any such filing is intended or due or on which any other such action is due), in which event ImmunoGen Pfizer may elect to continue prosecution or maintenance of such Patent Right, at ImmunoGenPfizer’s sole expense, and CytomX, upon ImmunoGenPfizer’s written request, shall execute such documents and perform such acts, at ImmunoGenPfizer’s expense, as may be reasonably necessary to permit ImmunoGen Pfizer to file, prosecute and maintain, at its own discretion, such Patent Right; . Notwithstanding anything to the contrary, [***]. CytomX will continue to own any Patent Rights that are filed, prosecuted or maintained by Pfizer pursuant to this Section 6.2.1(d) provided that ImmunoGen (ax) shall keep such Patent Rights in such countries will be excluded from the Valid Claim definition; and (y) in addition to the exclusive licenses granted to Pfizer under Section 4, CytomX reasonably informed will and does hereby grant to Pfizer (subject to any existing Third Party rights) a non-exclusive, sublicensable, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license to practice and exploit such Patent Rights in such countries for any and all purposes, provided that [***]. Except in the ordinary course of filing continuation applications or as part of an overall strategy to optimize the scope or other aspects of the status of intellectual property protecting the relevant Agreement PDCs, CytomX shall not decline to pay for or participate in the filing, prosecution and or maintenance of any Patent Right under any CytomX Third Party Agreement, to the extent CytomX is obligated to pay for such Patent Rights, (b) shall consider or has the right to participate in good faith any recommendations made by CytomX in regard to such filing, prosecution and maintenance of such Patent Right, and (c) shall not unreasonably refuse to incorporate any recommendations made by CytomX in regard to such filing, prosecution or maintenance. Any such Patent Right , that is prosecuted included in the Licensed Intellectual Property and that, in Pfizer’s reasonable discretion, covers a Licensed Product Developed or maintained Commercialized by ImmunoGen pursuant Pfizer or its Affiliates, and the loss of which would result in loss of right to this Section 5.2.3 (a) will continue or would materially diminish the overall protection of such Licensed Product, without Pfizer’s prior written consent, not to be owned by CytomX, and (b) subject to the Parties’ other rights and obligations under this Agreement unreasonably withheld or any then-outstanding License Agreement, may be licensed by CytomX to one or more Third Parties. Nothing contained in this Agreement shall be construed as obligating CytomX to file any patent application in any country or other jurisdiction relating to CytomX TAP Platform Improvementsdelayed.

CytomX Patent Rights. CytomX, at its own expense, shall have the sole right, but not the obligation, to prepare, file, prosecute and maintain, throughout the world, all CytomX Licensed Patent RightsRights (other than Licensed Patent Rights claiming Joint Program Technology or Joint Probody Platform Improvements). With respect to any CytomX Licensed Patent Rights disclosing or claiming Program Technology (other than Unconjugated Probody Platform Improvements included in the Program Technology), CytomX shall keep ImmunoGen reasonably informed of the status of the filing, prosecution and maintenance of such Patent Rights and shall consider in good faith any recommendations made by ImmunoGen in regard to the filing, prosecution or maintenance of any such Patent Right. CytomX shall consult with ImmunoGen in the filing, prosecution and maintenance of any CytomX Patent Right related to CytomX TAP Platform Improvements to ImmunoGen Technology and shall not unreasonably refuse to incorporate any recommendations made by ImmunoGen in regard to such filing, prosecution or maintenance. Communications regarding the filing, prosecution and maintenance of any CytomX Patent Rights that are Improvements to ImmunoGen Technology will be made through the Patent Committee established as set forth in Section 5.2.4 hereof. To the extent CytomX decides not to file, prosecute or maintain any CytomX Licensed Patent Right that CytomX reasonably believes covers or may cover the developmentDevelopment, manufactureManufacture, commercialization Commercialization or use of any ImmunoGen Licensed Product (other than any such Patent Right owned or co-owned by a Third Party licensor or the filing of a new initial patent application or any CytomX Patent Right related to CytomX TAP Platform Improvementsapplication) and except in the case in which the decision not to file, prosecute or maintain such Patent Right is made by CytomX in the ordinary course of filing continuation applications or as part of an overall strategy to optimize the scope or other aspects of the CytomX TechnologyLicensed Intellectual Property, CytomX shall provide ImmunoGen with [***] prior written notice to such effect (i.e., at least [***] prior to the date on which any such filing is intended or due or on which any other such action is due), in which event ImmunoGen may elect to file or continue prosecution or maintenance of such Patent Right, at ImmunoGen’s sole expense, and CytomX, upon ImmunoGen’s written requestrequest received within such [***] period, shall execute such documents and perform such acts, at ImmunoGen’s expense, as may be reasonably necessary to permit ImmunoGen to file, prosecute and maintain, at its own discretion, maintain such Patent Right; provided that ImmunoGen (a) shall keep CytomX reasonably informed of the status of the filing, prosecution and maintenance of such Patent Rights, (b) shall consider in good faith any recommendations made by CytomX in regard to such filing, prosecution and maintenance of such Patent Right, and (c) shall not unreasonably refuse to incorporate any recommendations made by CytomX in regard to such filing, prosecution or maintenance. Any such Patent Right that is prosecuted or maintained by ImmunoGen pursuant to this Section 5.2.3 5.2.2 (a) will continue to be owned by CytomX, and (b) subject to the Parties’ other rights and obligations under this Agreement or any then-outstanding License Agreement, may be licensed by CytomX to one or more Third Parties. Nothing contained For avoidance of doubt, “prosecution” as used in this Agreement shall be construed as obligating CytomX to file any Section 5.2 includes oppositions, nullity or revocation actions, post-grant reviews and other patent application in any country or other jurisdiction relating to CytomX TAP Platform Improvementsoffice proceedings involving the referenced Patent Rights.

CytomX Patent Rights. CytomX, at its own expense, shall have the sole right, but not the obligation, to prepare, file, prosecute and maintain, throughout the world, all CytomX Patent Rights. With respect to any CytomX Patent Rights disclosing or claiming Program Technology (other than Unconjugated Probody Platform Improvements included in the Program Technology), CytomX shall keep ImmunoGen reasonably informed of the status of the filing, prosecution and maintenance of such Patent Rights and shall consider in good faith any recommendations made by ImmunoGen in regard to the filing, prosecution or maintenance of any such Patent Right. CytomX shall consult with ImmunoGen in the filing, prosecution and maintenance of any CytomX Patent Right related to CytomX TAP Platform Improvements and shall not unreasonably refuse to incorporate any recommendations made by ImmunoGen in regard to such filing, prosecution or maintenance. Communications regarding the filing, prosecution and maintenance of any CytomX Patent Rights that are Improvements to ImmunoGen Technology will be made through the Patent Committee established as set forth in Section 5.2.4 hereof. To the extent CytomX decides not to file, prosecute or maintain any CytomX Patent Right that CytomX reasonably believes covers or may cover the development, manufacture, commercialization or use of any ImmunoGen Licensed Product (other than any such Patent Right owned or co-owned by a Third Party licensor or the filing of a new initial patent application or any CytomX Patent Right related to CytomX TAP Platform Improvements) and except in the case in which the decision not to file, prosecute or maintain such Patent Right is made by CytomX in the ordinary course of filing continuation applications or as part of an overall strategy to optimize the scope or other aspects of the CytomX Technology, CytomX shall provide ImmunoGen with [***] thirty (30) days prior written notice to such effect (i.e., at least [***] thirty (30) days prior to the date on which any such filing is intended or due or on which any other such action is due), in which event ImmunoGen may elect to continue prosecution or maintenance of such Patent Right, at ImmunoGen’s sole expense, and CytomX, upon ImmunoGen’s written request, shall execute such documents and perform such acts, at ImmunoGen’s expense, as may be reasonably necessary to permit ImmunoGen to file, prosecute and maintain, at its own discretion, such Patent Right; provided that ImmunoGen (a) shall keep CytomX reasonably informed of the status of the filing, prosecution and maintenance of such Patent Rights, (b) shall consider in good faith any recommendations made by CytomX in regard to such filing, prosecution and maintenance of such Patent Right, and (c) shall not unreasonably refuse to incorporate any recommendations made by CytomX in regard to such filing, prosecution or maintenance. Any such Patent Right that is prosecuted or maintained by ImmunoGen pursuant to this Section 5.2.3 (a) will continue to be owned by CytomX, and (b) subject to the Parties’ other rights and obligations under this Agreement or any then-outstanding License Agreement, may be licensed by CytomX to one or more Third Parties. Nothing contained in this Agreement shall be construed as obligating CytomX to file any patent application in any country or other jurisdiction relating to CytomX TAP Platform Improvements.

CytomX Patent Rights. CytomX, at its own expense, shall have the sole right, but not the obligation, to prepare, file, prosecute and maintain, throughout the world, all CytomX Licensed Patent RightsRights (other than Licensed Patent Rights claiming Joint Program Technology or Joint Probody Platform Improvements). With respect to any CytomX Licensed Patent Rights disclosing or claiming Program Technology (other than Unconjugated Probody Platform Improvements included in the Program Technology), CytomX shall keep ImmunoGen reasonably informed of the status of the filing, prosecution and maintenance of such Patent Rights and shall consider in good faith any recommendations made by ImmunoGen in regard to the filing, prosecution or maintenance of any such Patent Right. CytomX shall consult with ImmunoGen in the filing, prosecution and maintenance of any CytomX Patent Right related to CytomX TAP Platform Improvements to ImmunoGen Technology and shall not unreasonably refuse to incorporate any recommendations made by ImmunoGen in regard to such filing, prosecution or maintenance. Communications regarding the filing, prosecution and maintenance of any CytomX Patent Rights that are Improvements to ImmunoGen Technology will be made through the Patent Committee established as set forth in Section 5.2.4 hereof. To the extent CytomX decides not to file, prosecute or maintain any CytomX Licensed Patent Right that CytomX reasonably believes covers or may cover the developmentDevelopment, manufactureManufacture, commercialization Commercialization or use of any ImmunoGen Licensed Product (other than any such Patent Right owned or co-owned by a Third Party licensor or the filing of a new initial patent application or any CytomX Patent Right related to CytomX TAP Platform Improvementsapplication) and except in the case in which the decision not to file, prosecute or maintain such Patent Right is made by CytomX in the ordinary course of filing continuation applications or as part of an overall strategy to optimize the scope or other aspects of the CytomX TechnologyLicensed Intellectual Property, CytomX shall provide ImmunoGen with [***] thirty (30) days prior written notice to such effect (i.e., at least [***] thirty (30) days prior to the date on which any such filing is intended or due or on which any other such action is due), in which event ImmunoGen may elect to file or continue prosecution or maintenance of such Patent Right, at ImmunoGen’s sole expense, and CytomX, upon ImmunoGen’s written requestrequest received within such thirty (30) day period, shall execute such documents and perform such acts, at ImmunoGen’s expense, as may be reasonably necessary to permit ImmunoGen to file, prosecute and maintain, at its own discretion, maintain such Patent Right; provided that ImmunoGen (a) shall keep CytomX reasonably informed of the status of the filing, prosecution and maintenance of such Patent Rights, (b) shall consider in good faith any recommendations made by CytomX in regard to such filing, prosecution and maintenance of such Patent Right, and (c) shall not unreasonably refuse to incorporate any recommendations made by CytomX in regard to such filing, prosecution or maintenance. Any such Patent Right that is prosecuted or maintained by ImmunoGen pursuant to this Section 5.2.3 in (a) will continue to be owned by CytomX, and (b) subject to the Parties’ other rights and obligations under this Agreement or any then-outstanding License Agreement, may be licensed by CytomX to one or more Third Parties. Nothing contained For avoidance of doubt, “prosecution” as used in this Agreement shall be construed as obligating CytomX to file any Section 5.2 includes oppositions, nullity or revocation actions, post-grant reviews and other patent application in any country or other jurisdiction relating to CytomX TAP Platform Improvementsoffice proceedings involving the referenced Patent Rights.

CytomX Patent Rights. CytomX, at its own expense, shall have the sole right, but not the obligation, to prepare, file, prosecute and maintain, throughout the world, all CytomX any Patent Rights. With respect to any Rights included in Licensed Intellectual Property that it solely owns, including CytomX Patent Rights disclosing and Patent Rights comprised in the CytomX Improvements. CytomX shall not disclose any Pfizer Confidential Information in any Patent Rights that it files, or claiming Program Technology in connection with the prosecution of any such Patent Rights, without Pfizer’s prior written consent. CytomX shall notify Pfizer promptly, and no later than ninety (other than Unconjugated Probody Platform Improvements 90) days after request by Pfizer of any Patent Right after the Effective Date that covers the Development, Manufacture, Commercialization or use of any Licensed Product. In the absence of such prompt notification, any such Patent Rights shall be excluded from the Valid Claim definition. CytomX shall keep Pfizer informed regarding each Patent Right included in the Program Technology), Licensed Intellectual Property that CytomX shall keep ImmunoGen reasonably informed of the status of the filing, prosecution and maintenance of such Patent Rights or any Third Party licensor is prosecuting and shall consider in good faith any recommendations made by ImmunoGen Pfizer in regard to the filing, prosecution or maintenance of any such Patent Right. CytomX shall consult with ImmunoGen in the filing, prosecution and maintenance of any CytomX Patent Right related to CytomX TAP Platform Improvements and shall not unreasonably refuse to incorporate any recommendations made by ImmunoGen in regard to such filing, prosecution or maintenance. Communications regarding the filing, prosecution and maintenance of any CytomX Patent Rights that are Improvements to ImmunoGen Technology will be made through the Patent Committee established as set forth in Section 5.2.4 hereof. To the extent CytomX decides not to file, prosecute or maintain any CytomX Patent Right of CytomX that CytomX reasonably believes covers or may cover the developmentDevelopment, manufactureManufacture, commercialization Commercialization or use of any ImmunoGen Licensed Product (other than any such Patent Right owned or co-owned by a Third Party licensor or the filing of a any such new initial patent application or any CytomX Patent Right related to CytomX TAP Platform ImprovementsRight) and except in the case in which the decision not to file, prosecute or maintain such Patent Right is made by CytomX in the ordinary course of filing continuation applications or as part of an overall strategy to optimize the scope or other aspects of the CytomX TechnologyLicensed Intellectual Property, CytomX shall provide ImmunoGen with [***] prior Pfizer written notice to such effect (i.e., at least [***] thirty (30) days prior to the date on which any such filing is intended or due or on which any other such action is due), in which event ImmunoGen Pfizer may elect to continue prosecution or maintenance of such Patent Right, at ImmunoGenPfizer’s sole expense, and CytomX, upon ImmunoGenPfizer’s written request, shall execute such documents and perform such acts, at ImmunoGenPfizer’s expense, as may be reasonably necessary to permit ImmunoGen Pfizer to file, prosecute and maintain, at its own discretion, such Patent Right; provided that ImmunoGen . Notwithstanding anything to the contrary, (a) CytomX shall keep maintain the recent PCT application on the EGFR Probody, International Application Number PCT/US2013/038540, filed April 26, 2013 (the “EGFR PCT”) for its full life; and (b) CytomX reasonably informed shall, on or before the deadline for entry of the status EGFR PCT into the national phase, file applications in the countries/regions listed in Schedule 6.2.1, parts A and B, provided that if CytomX does not wish to file in any region or country on Schedule 6.2.1 as set forth in part (b) of this sentence, CytomX shall notify Pfizer at least ninety (90) days prior to the deadline for such filing and Pfizer may elect to file, prosecute and maintain such Patent Rights in such countries, at Pfizer’s sole expense, and CytomX, upon Pfizer’s written request, shall execute such documents and perform such acts, at Pfizer’s expense, as may be reasonably necessary to permit Pfizer to file, prosecute and maintain, at its own discretion, such Patent Rights. CytomX will continue to own any Patent Rights that are filed, prosecuted or maintained by Pfizer pursuant to this Section 6.2.1(d) provided that (x) such Patent Rights in such countries will be excluded from the Valid Claim definition; and (y) in addition to the exclusive licenses granted to Pfizer under Section 4, CytomX will and does hereby grant to Pfizer (subject to any existing Third Party rights) a non-exclusive, sublicensable, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license to practice and exploit such Patent Rights in such countries for any and all purposes, provided that for any national applications claiming priority to the EGFR provisional applications cited in the EGFR PCT in the countries listed in Schedule 6.2.1, part B that are initially filed by Pfizer pursuant to the foregoing sentence, this part (y) shall not apply, on a country-by-country basis, if CytomX agrees to pay and does pay, within forty-five (45) days of receipt of an invoice from Pfizer, fifty percent (50%) of Pfizer’s out-of-pocket expenses for all filing, prosecution and maintenance costs of such Patent Rightsapplications. Except in the ordinary course of filing continuation applications or as part of an overall strategy to optimize the scope or other aspects of the intellectual property protecting the relevant Agreement PDCs, (b) CytomX shall consider not decline to pay for or participate in good faith any recommendations made by CytomX in regard to such the filing, prosecution and or maintenance of any Patent Right under any CytomX Third Party Agreement, to the extent CytomX is obligated to pay for such Patent Right, and (c) shall not unreasonably refuse or has the right to incorporate any recommendations made by CytomX participate in regard to such filing, prosecution or maintenance. Any such Patent Right , that is prosecuted included in the Licensed Intellectual Property and that, in Pfizer’s reasonable discretion, covers a Licensed Product Developed or maintained Commercialized by ImmunoGen pursuant Pfizer or its Affiliates, and the loss of which would result in loss of right to this Section 5.2.3 (a) will continue or would materially diminish the overall protection of such Licensed Product, without Pfizer’s prior written consent, not to be owned by CytomX, and (b) subject to the Parties’ other rights and obligations under this Agreement unreasonably withheld or any then-outstanding License Agreement, may be licensed by CytomX to one or more Third Parties. Nothing contained in this Agreement shall be construed as obligating CytomX to file any patent application in any country or other jurisdiction relating to CytomX TAP Platform Improvementsdelayed.

CytomX Patent Rights. CytomX, at its own expense, shall have the sole right, but not the obligation, to prepare, file, prosecute and maintain, throughout the world, all CytomX any Patent Rights. With respect to any Rights included in Licensed Intellectual Property that it solely owns, including CytomX Patent Rights disclosing and Patent Rights comprised in the CytomX Improvements. CytomX shall not disclose any Pfizer Confidential Information in any Patent Rights that it files, or claiming Program Technology in connection with the prosecution of any such Patent Rights, without Pfizer’s prior written consent. CytomX shall notify Pfizer promptly, and no later than ninety (other than Unconjugated Probody Platform Improvements 90) days after request by Pfizer of any Patent Right after the Effective Date that covers the Development, Manufacture, Commercialization or use of any Licensed Product. In the absence of such prompt notification, any such Patent Rights shall be excluded from the Valid Claim definition. CytomX shall keep Pfizer informed regarding each Patent Right included in the Program Technology), Licensed Intellectual Property that CytomX shall keep ImmunoGen reasonably informed of the status of the filing, prosecution and maintenance of such Patent Rights or any Third Party licensor is prosecuting and shall consider in good faith any recommendations made by ImmunoGen Pfizer in regard to the filing, prosecution or maintenance of any such Patent Right. CytomX shall consult with ImmunoGen in the filing, prosecution and maintenance of any CytomX Patent Right related to CytomX TAP Platform Improvements and shall not unreasonably refuse to incorporate any recommendations made by ImmunoGen in regard to such filing, prosecution or maintenance. Communications regarding the filing, prosecution and maintenance of any CytomX Patent Rights that are Improvements to ImmunoGen Technology will be made through the Patent Committee established as set forth in Section 5.2.4 hereof. To the extent CytomX decides not to file, prosecute or maintain any CytomX Patent Right of CytomX that CytomX reasonably believes covers or may cover the developmentDevelopment, manufactureManufacture, commercialization Commercialization or use of any ImmunoGen Licensed Product (other than any such Patent Right owned or co-owned by a Third Party licensor or the filing of a any such new initial patent application or any CytomX Patent Right related to CytomX TAP Platform ImprovementsRight) and except in the case in which the decision not to file, prosecute or maintain such Patent Right is made by CytomX in the ordinary course of filing continuation applications or as part of an overall strategy to optimize the scope or other aspects of the CytomX TechnologyLicensed Intellectual Property, CytomX shall provide ImmunoGen with [***] prior Pfizer written notice to such effect (i.e., at least [***] thirty (30) days prior to the date on which any such filing is intended or due or on which any other such action is due), in which event ImmunoGen Pfizer may elect to continue prosecution or maintenance of such Patent Right, at ImmunoGenPfizer’s sole expense, and CytomX, upon ImmunoGenPfizer’s written request, shall execute such documents and perform such acts, at ImmunoGenPfizer’s expense, as may be reasonably necessary to permit ImmunoGen Pfizer to file, prosecute and maintain, at its own discretion, such Patent Right; provided that ImmunoGen . Notwithstanding anything to the contrary, (a) CytomX shall keep maintain the recent PCT application on the EGFR Probody, International Application Number PCT/US2013/038540, filed April 26, 2013 (the “EGFR PCT”) for its full life; and (b) CytomX reasonably informed shall, on or before the deadline for entry of the status EGFR PCT into the national phase, file applications in the countries/regions listed in Schedule 6.2.1, parts A and B, provided that if CytomX does not wish to file in any region or country on Schedule 6.2.1 as set forth in part (b) of this sentence, CytomX shall notify Pfizer at least ninety (90) days prior to the deadline for such filing and Pfizer may elect to file, prosecute and maintain such Patent Rights in such countries, at Pfizer’s sole expense, and CytomX, upon Pfizer’s written request, shall execute such documents and perform such acts, at Pfizer’s expense, as may be reasonably necessary to permit Pfizer to file, prosecute and maintain, at its own discretion, such Patent Rights. CytomX will continue to own any Patent Rights that are filed, prosecuted or maintained by Pfizer pursuant to this Section 6.2.1(d) provided that (x) such Patent Rights in such countries will be excluded from the Valid Claim definition; and (y) in addition to the exclusive licenses granted to Pfizer under Section 4, CytomX will and does hereby grant to Pfizer (subject to any existing Third Party rights) a non-exclusive, sublicensable, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license to practice and exploit such Patent Rights in such countries for any and all purposes, provided that for any national applications claiming priority to the EGFR provisional applications cited in the EGFR PCT in the countries listed in Schedule 6.2.1, part B that are initially filed by Pfizer pursuant to the foregoing sentence, this part (y) shall not apply, on a country-by-country basis, if CxxxxX agrees to pay and does pay, within forty-five (45) days of receipt of an invoice from Pfizer, fifty percent (50%) of Pfizer’s out-of-pocket expenses for all filing, prosecution and maintenance costs of such Patent Rightsapplications. Except in the ordinary course of filing continuation applications or as part of an overall strategy to optimize the scope or other aspects of the intellectual property protecting the relevant Agreement PDCs, (b) CytomX shall consider not decline to pay for or participate in good faith any recommendations made by CytomX in regard to such the filing, prosecution and or maintenance of any Patent Right under any CytomX Third Party Agreement, to the extent CytomX is obligated to pay for such Patent Right, and (c) shall not unreasonably refuse or has the right to incorporate any recommendations made by CytomX participate in regard to such filing, prosecution or maintenance. Any such Patent Right , that is prosecuted included in the Licensed Intellectual Property and that, in Pfizer’s reasonable discretion, covers a Licensed Product Developed or maintained Commercialized by ImmunoGen pursuant Pfizer or its Affiliates, and the loss of which would result in loss of right to this Section 5.2.3 (a) will continue or would materially diminish the overall protection of such Licensed Product, without Pfizer’s prior written consent, not to be owned by CytomX, and (b) subject to the Parties’ other rights and obligations under this Agreement unreasonably withheld or any then-outstanding License Agreement, may be licensed by CytomX to one or more Third Parties. Nothing contained in this Agreement shall be construed as obligating CytomX to file any patent application in any country or other jurisdiction relating to CytomX TAP Platform Improvementsdelayed.