Common use of Filing Prosecution and Maintenance of Patent Rights Clause in Contracts

Filing Prosecution and Maintenance of Patent Rights. 13.2.1 As between the Parties, subject to Section 13.3.2, Beam shall have the exclusive right to file, prosecute and maintain the Beam Base Editor Patent Rights, Beam Collaboration Patent Rights, Beam C2C1 Patent Rights and Patent Rights within the Beam Manufacturing Technology and Beam Delivery Technology. Subject to Beam’s obligations under Third Party Agreements, Beam shall give Verve the opportunity to provide comments on and make requests of Beam concerning the prosecution and maintenance of the Beam Base Editor Patent Rights, Beam C2C1 Patent Rights, Beam Collaboration Patent Rights and Patent Rights within the Beam Delivery Technology and Beam shall consider such comments and requests in good faith; however, final decision-making authority with respect to the prosecution and maintenance of such Patent Rights shall vest in Beam. 13.2.2 If and to the extent permitted by the Third Party Agreements to which Beam is a Party, Verve shall have the first right to file, prosecute and maintain Product-Specific Patent Rights. Verve will keep Beam advised on the status of the preparation, filing, prosecution, and maintenance of all patent applications included within such Product-Specific Patent Rights and the maintenance of any issued patents included within such Product-Specific Patent Rights. Further, Verve will consult and reasonably cooperate with Beam with respect to the preparation, filing, prosecution and maintenance of Product-Specific Patent Rights, including: (i) allowing Beam a reasonable opportunity and reasonable time to review and comment regarding relevant communications to Verve and drafts of any responses or other proposed filings by Verve before any applicable filings are submitted to any relevant patent office or Governmental Authority and (ii) reflecting any reasonable comments offered by Beam in any final filings submitted by Verve to any relevant patent office or Governmental Authority. If Verve elects not to file a patent application included in the Product-Specific Patent Rights in a country in the Territory or elects to cease the prosecution or maintenance of any Product-Specific Patent Right, Verve will provide Beam with written notice immediately, but not less than [**] before any action is required, upon the decision to not file or continue the prosecution of such patent application or maintenance of such patent. In such event, Verve will permit Beam to file or continue prosecution or maintenance of any such Product-Specific Patent Right in such country. 13.2.3 As between the Parties, Verve shall have the exclusive right to file, prosecute and maintain the Patent Rights in the Verve Delivery Technology and any other Patent Rights that Verve has licensed to Beam under Section 2.1.2. Subject to Verve’s obligations under Third Party Agreements, Verve shall give Beam the opportunity to provide comments on and make requests of Verve concerning the prosecution and maintenance of such Patent Rights and Verve shall consider such comments and requests in good faith; however, final decision-making authority with respect to the prosecution and maintenance of such Patent Rights shall vest in Verve. 13.2.4 With respect to any Joint Collaboration Patent Right, the Party responsible for the filing, prosecution and maintenance of such Joint Collaboration Patent Right shall be decided between the Parties in good faith, such decision to take into account the subject matter of the patent right and to which Party such subject matter is most relevant.

Filing Prosecution and Maintenance of Patent Rights. 13.2.1 As between the Parties(a) DexCom Patent Rights. DexCom shall use its Commercially Reasonable Efforts to protect, subject to Section 13.3.2prepare, Beam shall have the exclusive right to file, prosecute and maintain maintain, all of the Beam Base Editor DexCom Patent Rights, Beam Collaboration using patent counsel of DexCom’s choice; provided, however, that DexCom shall give Xxxxxxx before filing a reasonable opportunity to review and comment upon the text of any applications for DexCom Patent Rights. DexCom shall reasonably consider Xxxxxxx’ comments on patent applications included in DexCom Patent Rights and shall incorporate such comments to the extent Xxxxxxx demonstrates that such comments materially affect the Xxxxxxx Field and can be made without material harm to DexCom’s interests in the DexCom Field. DexCom shall consult with Xxxxxxx with respect to such patent applications, and shall supply Xxxxxxx with a copy of such patent applications as filed, together with notice of each filing date and serial number. DexCom shall also keep Xxxxxxx advised of the status of prosecution of all such patent applications included in the DexCom Patent Rights, Beam C2C1 Patent Rights and Patent Rights within the Beam Manufacturing Technology shall consult with Xxxxxxx and Beam Delivery Technology. Subject to Beam’s obligations under Third Party Agreements, Beam shall give Verve the provide Xxxxxxx with a reasonable opportunity to provide comments review and comment on and make requests of Beam concerning the prosecution and maintenance of the Beam Base Editor Patent Rightsall material, Beam C2C1 Patent Rights, Beam Collaboration Patent Rights and Patent Rights within the Beam Delivery Technology and Beam shall consider such comments and requests in good faith; however, final decision-making substantive correspondence received from or to be submitted to any government patent office or authority with respect to any such patent application or patent. In the prosecution and maintenance event of such Patent Rights a Change of Control of DexCom, DexCom shall vest in Beam. 13.2.2 If and to the extent permitted by the Third Party Agreements to which Beam is a Party, Verve shall have the first right to file, prosecute and maintain Product-Specific Patent Rights. Verve will keep Beam advised on the status of the preparation, filing, prosecution, and maintenance of all patent applications included within such Product-Specific Patent Rights and the maintenance of any issued patents included within such Product-Specific Patent Rights. Further, Verve will consult and reasonably cooperate provide Xxxxxxx with Beam with respect to the preparation, filing, prosecution and maintenance of Product-Specific Patent Rights, including: (i) allowing Beam a reasonable an opportunity and reasonable time to review and comment regarding relevant communications to Verve and drafts of any responses on all correspondence (notwithstanding materiality or other proposed filings by Verve before any applicable filings are submitted substance) from or to any relevant government patent office or Governmental Authority authority with respect to such patent application or patent. DexCom shall reasonably consider Xxxxxxx’ comments on such correspondence and submissions and shall incorporate such comments to the extent Xxxxxxx demonstrates that such comments materially affect the Xxxxxxx Field and can be made without material harm to DexCom’s interests in the DexCom Field. DexCom shall be responsible for expenses incurred following the Effective Date in connection with preparing, filing, prosecuting and maintaining such DexCom Patent Rights throughout the Territory, including, but not limited to, expenses for inventorship determinations and inventorship disputes (ii) reflecting any reasonable comments offered by Beam in any final filings submitted by Verve to any relevant patent office or Governmental Authorityother than between the Parties). If Verve DexCom elects not to file a patent application included in the Producton DexCom Know-Specific How that, if filed, would be a DexCom Patent Rights in a country in the Territory Right, or elects to cease the prosecution or and/or maintenance of any Product-Specific DexCom Patent RightRights, Verve will (except for abandonment of a patent application in favor of a pending patent application filed for purposes of continuing the prosecution of Patent Rights claiming the inventions included in the abandoned patent application), DexCom shall provide Beam Xxxxxxx with written notice immediately, but not less than [**] before any action is required, immediately upon the decision to not file or continue the prosecution of such patent application or maintenance of such patent; provided, however, under no circumstances shall such notice be provided later than thirty (30) days before the next applicable due date or bar date, whichever is earlier. In such event, Verve will DexCom shall permit Beam Xxxxxxx, at Xxxxxxx’ sole discretion, to file or and/or continue prosecution or maintenance of any such Product-Specific Patent Right in such country. 13.2.3 As between the Parties, Verve shall have the exclusive right to file, prosecute and maintain the Patent Rights in the Verve Delivery Technology and any other Patent Rights that Verve has licensed to Beam under Section 2.1.2. Subject to Verve’s obligations under Third Party Agreements, Verve shall give Beam the opportunity to provide comments on and make requests of Verve concerning the prosecution and and/or maintenance of such DexCom Patent Rights Right at Xxxxxxx’ own expense. With respect to the foregoing, DexCom hereby irrevocably designates and Verve shall consider such comments appoints Xxxxxxx as its agent and requests in good faith; howeverattorneys-in-fact, final decision-making authority coupled with an interest, to act for and on DexCom’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by DexCom, but only with respect to the prosecution Xxxxxxx Field and maintenance only to the extent such actions will not materially harm DexCom’s interests in the DexCom Field. (a) (including but not limited to DexCom’s prosecution, or lack thereof, of any DexCom Patent Right or its failure to file any patent application on any DexCom Technology), then pending the resolution of such Patent Rights dispute as provided in Article 13 hereof, DexCom shall vest not file any substantive response on such application on those matters in Verve. 13.2.4 With respect dispute, but shall take all actions necessary to any Joint Collaboration Patent Rightmaintain the pendency of such application, including, if necessary, the Party responsible for filing of co-pending continuation applications. DexCom shall provide reasonable assistance to Xxxxxxx at its request and expense, in connection with the filing, prosecution and maintenance of such Joint Collaboration Patent Right shall be decided between the Parties in good faith, such decision to take into account the subject matter of the patent right and to which Party such subject matter is most relevantforegoing.

Filing Prosecution and Maintenance of Patent Rights. 13.2.1 As between the Parties12.4.1 Prosecution and Maintenance of SeaGen Product-Specific Patents, subject to Section 13.3.2, Beam Joint Program Patents and Merck Product-Specific Patents. The Lead Patent Party shall have the exclusive right right, but not the obligation, to prepare, file, prosecute and maintain the Beam Base Editor Patent RightsSeaGen Product- Specific Patents, Beam Collaboration Patent RightsJoint Program Patents and Merck Product-Specific Patents, Beam C2C1 Patent Rights and Patent Rights within the Beam Manufacturing Technology and Beam Delivery Technology. Subject to Beam’s obligations under Third Party Agreementsas applicable, Beam shall give Verve the opportunity to provide comments on and make requests of Beam concerning the prosecution and maintenance of the Beam Base Editor Patent Rights, Beam C2C1 Patent Rights, Beam Collaboration Patent Rights and Patent Rights within the Beam Delivery Technology and Beam shall consider such comments and requests in good faithworldwide; however, final decision-making authority provided that with respect to the prosecution and maintenance of Joint Program Patents, such Patent Rights shall vest in Beam. 13.2.2 If and to the extent permitted by the Third Party Agreements to which Beam is a Party, Verve shall have the first right to file, prosecute and maintain Product-Specific Patent Rights. Verve will keep Beam advised on the status of the preparation, filing, prosecution, prosecution and maintenance shall be done through outside counsel mutually agreed to by the Parties. The Lead Patent Party shall keep the other Party reasonably informed of all patent applications included within such Product-Specific Patent Rights and the maintenance of any issued patents included within such Product-Specific Patent Rights. Further, Verve will consult and reasonably cooperate material steps with Beam with respect regard to the preparation, filing, prosecution and maintenance of the SeaGen Product-Specific Patents, Joint Program Patents and Merck Product-Specific Patents, as applicable, including by providing such other Party with a copy of material communications to and from any patent authority in the Territory regarding such SeaGen Product-Specific Patents, Joint Program Patents or Merck Product-Specific Patents, as applicable, and the other Party shall be copied on all material correspondence with the Lead Patent Rights, including: (i) allowing Beam Party’s patent counsel with respect thereto. The Lead Patent Party shall provide the other Party drafts of any material filings or responses to be made to such patent authorities in the Territory in advance of submitting such filings or responses so as to allow for a reasonable opportunity and reasonable time for such other Party to review and comment regarding relevant communications thereon, and the Lead Patent Party shall consider in good faith and discuss the requests and suggestions of such other Party with respect to Verve such Lead Patent Party’s drafts and drafts of any responses or other proposed filings by Verve before any applicable filings are submitted with respect to any relevant patent office or Governmental Authority strategies for filing and (ii) reflecting any reasonable comments offered by Beam in any final filings submitted by Verve to any relevant patent office or Governmental Authority. If Verve elects not to file a patent application included in prosecuting the SeaGen Product-Specific Patent Rights in a country Patents, Joint Program Patents or Merck Product- Specific Patents, as applicable, in the Territory Territory. The Lead Patent Party shall consult with the other Party reasonably prior to (but at least [ * ] days prior to) taking or elects failing to cease the prosecution or maintenance of take any Product-Specific Patent Right, Verve will provide Beam with written notice immediately, but not less than [**] before substantive action (including making any action is required, upon the decision to not file or continue the prosecution of such patent application or maintenance of such patent. In such event, Verve will permit Beam to file or continue prosecution or maintenance of any such Product-Specific Patent Right in such country. 13.2.3 As between the Parties, Verve shall have the exclusive right to file, prosecute and maintain the Patent Rights in the Verve Delivery Technology and any other Patent Rights that Verve has licensed to Beam under Section 2.1.2. Subject to Verve’s obligations under Third Party Agreements, Verve shall give Beam the opportunity to provide comments on and make requests of Verve concerning the prosecution and maintenance of such Patent Rights and Verve shall consider such comments and requests in good faith; however, final decision-making authority filings) with respect to the prosecution SeaGen Product-Specific Patents, Joint Program Patents or Merck Product-Specific Patents, as applicable, including any action that would -119- [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM IF PUBLICLY DISCLOSED 12.4.2 Costs of Prosecution and maintenance Maintenance of such Patent Rights shall vest SeaGen Product-Specific Patents, Joint Program Patents and Merck Product-Specific Patents. All out-of-pocket costs and expenses (including, for clarity, amounts paid to outside counsel in Verve. 13.2.4 With respect to any Joint Collaboration Patent Rightconnection with the preparation, the Party responsible for the filing, prosecution and maintenance of such the applicable Patent Rights) actually and reasonably incurred by a Party or its Affiliates in connection with the preparation, filing, prosecution and maintenance of SeaGen Product-Specific Patents, Joint Collaboration Patent Right Program Patents or Merck Product-Specific Patents in accordance with Section 12.4.1 shall be decided between the Parties in good faith, such decision deemed to take into account the subject matter of the patent right and to which Party such subject matter is most relevantbe “Joint Patent Costs”.