Common use of Filing, Prosecution and Maintenance of Patents Clause in Contracts

Filing, Prosecution and Maintenance of Patents. Vertex agrees to file, prosecute and maintain in the Territory, upon appropriate consultation with Merck, the Patent Rights licensed to Merck under this Agreement. Merck shall have the first right to file, prosecute and maintain in the Territory Collaboration Patent Rights. With respect to Vertex Information and Inventions, Vertex may elect not to file, prosecute and maintain patent applications directly thereto and if so, Merck shall have the right to file, prosecute and maintain such patent applications. In such event, Vertex shall execute such documents and perform such acts at Vertex's expense as may be reasonably necessary to effect an assignment of such Patent Rights to Merck in a timely manner to allow Merck to continue such preparation and prosecution or maintenance. In each case, the filing Party shall give the non-filing Party an opportunity to review the text of the application before filing, shall consult with the non-filing Party with respect thereto, and shall supply the non-filing Party with a copy of the application as filed, together with notice of its filing date and serial number. Vertex shall keep Merck advised of the status of the actual and prospective patent filings and upon the request of Merck, provide advance copies of any papers related to the filing, prosecution and maintenance of such patent filings. Vertex shall promptly give notice to Merck of the grant, lapse, revocation, surrender, invalidation or abandonment of any Patent Rights licensed to Merck for which Vertex is responsible for the filing, prosecution and maintenance. With respect to all filings hereunder, the filing Party shall be responsible for payment of all costs and expenses related to such filings.

Filing, Prosecution and Maintenance of Patents. Vertex RENOVIS agrees to file, prosecute and maintain in the Territory, upon appropriate consultation with MerckMERCK, the RENOVIS Patent Rights licensed to Merck MERCK under this Agreement. Merck ; provided, however, with respect to Joint Information and Inventions that are not Improvements to RENOVIS Patent Rights or RENOVIS Technology, MERCK shall have the first right to file, prosecute file patent applications for such Joint Information and maintain in the Territory Collaboration Patent RightsInventions. With respect to Vertex RENOVIS Information and Inventions, Vertex RENOVIS may elect not to file, prosecute and maintain patent applications directly thereto file and if so, Merck so MERCK shall have the right to file, prosecute and maintain such file patent applications. In such event, Vertex RENOVIS shall execute such documents and perform such acts at Vertex's RENOVIS’ expense as may be reasonably necessary to effect an assignment of such Patent Rights to Merck MERCK in a timely manner to allow Merck MERCK to continue such preparation and prosecution or maintenance. In each case, the filing Party shall give the non-filing Party an opportunity to review the text of the application before filing, shall consult with the non-filing Party with respect thereto, and shall supply the non-filing Party with a copy of the application as filed, together with notice of its filing date and serial number. Vertex RENOVIS shall keep Merck MERCK advised of the status of the actual and prospective patent filings and upon the request of MerckMERCK, provide advance copies of any papers related to the filing, prosecution and maintenance of such patent filings. Vertex RENOVIS shall promptly give notice to Merck MERCK of the grant, lapse, revocation, surrender, invalidation or abandonment of any Patent Rights licensed to Merck MERCK for which Vertex RENOVIS is responsible for the filing, prosecution and maintenance. With respect to all filings hereunder, the filing Party shall be responsible for payment of all costs and expenses related to such filings.

Filing, Prosecution and Maintenance of Patents. Vertex agrees to file, prosecute and maintain in the Territory, upon appropriate consultation with Merck, the Patent Rights licensed to Merck under this Agreement. Merck shall have the first right to file, prosecute and maintain in the Territory Collaboration Patent Rights. With respect to Vertex Information and Inventions, Vertex may elect not to file, prosecute and maintain patent applications directly thereto and if so, Merck shall have the right to file, prosecute and maintain such patent applications. In such event, Vertex shall execute such documents and perform such acts at Vertex's ’s expense as may be reasonably necessary to effect an assignment of such Patent Rights to Merck in a timely manner to allow Merck to continue such preparation and prosecution or maintenance. In each case, the filing Party shall give the non-filing Party an opportunity to review the text of the application before filing, shall consult with the non-filing Party with respect thereto, and shall supply the non-filing Party with a copy of the application as filed, together with notice of its filing date and serial number. Vertex shall keep Merck advised of the status of the actual and prospective patent filings and upon the request of Merck, provide advance copies of any papers related to the filing, prosecution and maintenance of such patent filings. Vertex shall promptly give notice to Merck of the grant, lapse, revocation, surrender, invalidation or abandonment of any Patent Rights licensed to Merck for which Vertex is responsible for the filing, prosecution and maintenance. With respect to all filings hereunder, the filing Party shall be responsible for payment of all costs and expenses related to such filings.

Filing, Prosecution and Maintenance of Patents. Vertex Nastech agrees to file, prosecute and maintain in the Territory, upon appropriate consultation with Merck, the Nastech Patent Rights licensed to Merck under this Agreement. Merck shall have the first right to file, prosecute and maintain in the Territory Collaboration Patent Rights. With respect to Vertex Joint Information and Inventions, Vertex may elect not Merck agrees to file, prosecute and maintain patent applications directly thereto and Nastech agrees to cooperate with Merck in such actions. With respect to Nastech Information and Inventions, Nastech may elect not to file and if so, so Nastech shall notify Merck and Merck shall have the right to file, prosecute and maintain such file patent applications. In such event, Vertex Nastech shall execute such documents and perform such acts at VertexNastech's expense as may be reasonably necessary to effect an assignment of such Nastech Patent Rights to Merck in a timely manner to allow Merck to continue such preparation and prosecution or maintenance. In each case, the filing Party shall give the non-filing Party an opportunity to review the text of the application before filing, shall consult with the non-filing Party with respect thereto, and shall supply the non-filing Party with a copy of the application as filed, together with notice of its filing date and serial number. Vertex Nastech shall keep Merck advised of the status of the actual and prospective patent filings and and, upon the request of Merck's request, shall provide advance copies of any papers related to the filing, prosecution and maintenance of such patent filings. Vertex Nastech shall also inform Merck in a timely manner of any communications Nastech receives from the relevant patent office with respect to the filing, prosecution and maintenance of such patent filings. Nastech shall promptly give notice to Merck of the grant, lapse, revocation, surrender, invalidation or abandonment of any Nastech Patent Rights licensed to Merck for which Vertex Nastech is responsible for the filing, prosecution and maintenance. With respect to all filings hereunder, the filing Party shall be responsible for payment of all costs and expenses related to such filings.

Filing, Prosecution and Maintenance of Patents. Vertex agrees (a) Subject to Section 8.1(b), Genetronics shall have the sole right to file, prosecute and maintain in the Territory, upon appropriate consultation with Merck, Territory the Genetronics Patent Rights licensed to Merck under this Agreement. ; provided, however, that with respect to Joint Information and Inventions, Merck shall have the first right to file, prosecute and maintain in patent applications on behalf of both Parties. Merck shall have the Territory Collaboration Patent Rights. With respect to Vertex Information and Inventions, Vertex may elect not sole right to file, prosecute and maintain patent applications directly thereto with respect to Merck Information and Inventions. (b) With respect to Genetronics Information and Inventions and Genetronics Patent Rights claiming the Genetronics Applicator and/or Genetronics Custom Components, Genetronics may elect not to file and if so, Genetronics shall notify Merck and Merck shall have the right to file such patent applications on Genetronics’ behalf. With respect to Joint Information and Inventions, Merck may elect not to file and if so, Merck shall notify Genetronics and Genetronics shall have the right to file, prosecute and maintain file such patent applicationsapplications on both Parties’ behalf. In such event, Vertex the non-filing Party shall execute such documents and perform such acts at Vertex's the non-filing Party’s expense as may be reasonably necessary to effect an assignment of such Patent Rights to Merck in a timely manner to allow Merck the other Party to continue such preparation and prosecution or maintenancemaintenance on behalf of the non-filing Party. In each case, the filing Party shall give the non-filing Party an opportunity to review the text of the application before filing, shall consult with the non-filing Party with respect thereto, and shall supply the non-filing Party with a copy of the application as filed, together with notice of its filing date and serial number. Vertex . (c) With respect to Genetronics Patent Rights and Joint Information and Inventions covered by Section 8.1(b), the filing Party shall keep Merck the non-filing Party advised of the status of the actual and prospective patent filings and and, upon the request of Mercknon-filing Party’s request, shall provide advance copies of any papers related to the filing, prosecution and maintenance of such patent filings. Vertex Genetronics shall promptly give notice to Merck of the grant, lapse, revocation, surrender, invalidation or abandonment of any Genetronics Patent Rights licensed to Merck for which Vertex Genetronics is responsible for the filing, prosecution and maintenance. With respect to all filings hereunder, the filing Party shall be responsible for payment of all costs and expenses related to such filings.

Filing, Prosecution and Maintenance of Patents. Vertex agrees to file, prosecute and maintain in the Territory, upon appropriate consultation with Merck, the Patent Rights licensed to Merck under this Agreement. Merck shall have the first right to file, prosecute and maintain in the Territory Collaboration Patent Rights. With respect to Vertex Information and Inventions, Vertex may elect not to file, prosecute and maintain patent applications directly thereto and if so, Merck shall have the right to file, prosecute and maintain such patent applications. In such event, Vertex shall execute such documents and perform such acts at Vertex's ’s expense as may be reasonably necessary to effect an assignment of such Patent Rights to Merck in a timely manner to allow Merck to continue such preparation and prosecution or maintenance. In each case, the filing Party shall give the non-filing Party an opportunity to review the text of the application before filing, shall consult with the non-filing Party with respect thereto, and shall supply the non-filing Party with a copy of the application as filed, together with notice of its filing date and serial number. Vertex shall keep Merck advised of the status of the actual and prospective patent filings and upon the request of Merck, provide advance copies of any papers related to the filing, prosecution and maintenance of such patent filings. Vertex shall promptly give notice to Merck of the grant, lapse, revocation, surrender, invalidation or * Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. abandonment of any Patent Rights licensed to Merck for which Vertex is responsible for the filing, prosecution and maintenance. With respect to all filings hereunder, the filing Party shall be responsible for payment of all costs and expenses related to such filings.

Filing, Prosecution and Maintenance of Patents. Vertex agrees Avalon shall have the right to file, prosecute and maintain in the Territory, upon appropriate consultation with Merck, the Avalon Patent Rights licensed to Merck under this Agreement. Merck shall have the first right ; provided, however, that with respect to fileany Joint Information and Inventions, prosecute and maintain in the Territory Collaboration Patent Rights*. With respect to Vertex Avalon Information and InventionsInventions and/or Avalon Know-How, Vertex Avalon may elect not to file, prosecute and maintain file patent applications directly thereto in any country in the Territory or may elect to file patent applications in some but not all countries in the Territory, and if so, Avalon shall notify Merck and at the cost and expense of Merck, Merck shall have the right to file, prosecute and maintain file such patent application in any or all countries in the Territory in which Avalon elected not to file such patent applications. In such event, Vertex Avalon shall execute such documents and perform such acts at Vertex's Merck’s expense as may be reasonably necessary to effect an assignment of such Patent Rights to Merck in a timely manner to allow Merck to continue file and prosecute such preparation and prosecution or maintenanceapplications. Any such patent applications shall be Avalon Patent Rights owned by Avalon. In each case, the filing Party shall give the non-filing Party an opportunity to review the text of the application before filing, shall consult with the non-filing Party with respect thereto, and shall supply the non-filing Party with a copy of the application as filed, together with notice of its filing date and serial number. Vertex Avalon shall keep Merck advised of the status of the actual and prospective patent filings and upon the request of Merck’s request, shall provide advance copies of any papers related to the filing, prosecution and maintenance of such patent filings. Vertex Avalon shall promptly give notice to Merck of the grant, lapse, revocation, surrender, invalidation or abandonment of any Avalon Patent Rights licensed to Merck for which Vertex Avalon is responsible for the filing, prosecution and maintenance. With respect to all filings hereunder, the filing Party shall be responsible for payment of all costs and expenses related to such filings.