Common use of Joint Collaboration IP Clause in Contracts

Joint Collaboration IP. (i) AVEO shall have the first right, at AVEO’s discretion, to file, conduct prosecution, and maintain (including the defense of any interference or opposition proceedings), all Patent Rights included in Joint Collaboration IP, in the names of both AVEO and Biogen Idec. Biogen Idec shall use Commercially Reasonable Efforts to make available to AVEO or its authorized attorneys, agents or representatives, such of its employees as AVEO in its reasonable judgment deems necessary in order to assist it in obtaining patent protection for such Joint Collaboration IP. Each Party shall sign, or use Commercially Reasonable Efforts to have signed, all legal documents necessary to file and prosecute patent applications or to obtain or maintain patents in respect of such Joint Collaboration IP, at its own cost. (ii) If AVEO elects not to seek or continue to seek or maintain patent protection on any Joint Collaboration IP in the Licensed Territory, Biogen Idec shall have the right, at Biogen Idec’s discretion, to seek, prosecute and maintain in any country in the Licensed Territory patent protection on such Joint Collaboration IP in the names of both AVEO and Biogen Idec. AVEO shall use Commercially Reasonable Efforts to make available to Biogen Idec its authorized attorneys, agents or representatives, such of AVEO’s employees as are reasonably necessary to assist Biogen Idec in obtaining and maintaining the patent protection described under this Section 9.3(c)(ii). AVEO shall sign or use Commercially Reasonable Efforts to have signed all legal documents necessary to file and prosecute such patent applications or to obtain or maintain such patents. (iii) With respect to Patent Rights included in the Joint Collaboration IP, the Party filing, prosecuting and maintaining such Patent Rights shall provide the other Party, within ten (10) Business Days after submitting or receiving such filings or correspondence, with copies of all filings and correspondence submitted to and received from patent offices in the Licensed Territory and, with respect to substantive filings and correspondence to be submitted to patent offices in the Licensed Territory, shall use reasonable efforts to provide the other Party with drafts of such filings and correspondence reasonably in advance of submission and shall consider in good faith any comments regarding such filings and correspondence that the other Party may timely provide.

Joint Collaboration IP. (ia) AVEO Alnylam shall have the first rightright to, at AVEOAlnylam’s discretion, to file, conduct prosecution, prosecute and maintain (including the defense of any interference interference, opposition or opposition proceedingsany other pre- or post-grant proceedings or challenges), all Patent Rights included in comprising Joint Collaboration IP, in the names of both AVEO Alnylam and Biogen IdecMedCo. Biogen Idec Alnylam shall use Commercially Reasonable Efforts provide MedCo, sufficiently in advance for MedCo to make available comment, with copies of all patent applications and other material submissions and correspondence intended to AVEO be filed with any patent counsel or its authorized attorneyspatent authorities pertaining to Patent Rights comprising Joint Collaboration IP, agents and Alnylam shall consider in good faith MedCo’s reasonable and promptly provided comments and advice with respect to the prosecution or representativesmaintenance strategy with respect to such Patent Rights; provided, however, that if Alnylam determines that MedCo’s comments or advice are not reasonable, Alnylam shall promptly notify MedCo thereof and the Parties shall promptly discuss such determination. If the Parties cannot promptly reach agreement with respect to such issue, the Parties shall hire an outside patent attorney, mutually agreeable to the Parties, to determine which Party’s approach is more likely to obtain the broadest enforceable patent coverage for the Licensed Products in the Field, and the Parties shall implement such approach. In the event that MedCo fails to provide any such comments or advice reasonably in advance of its employees as AVEO a patent office deadline, Alnylam shall in its reasonable judgment deems necessary good faith file a response designed to obtain the broadest enforceable patent coverage for the Licensed Products in order the Field. Alnylam shall promptly provide MedCo with copies of all material correspondence received from any patent counsel or patent authorities pertaining to assist it in obtaining patent protection for such Patent Rights comprising Joint Collaboration IP. Each Party shall sign, or use Commercially Reasonable Efforts to have signed, all legal documents necessary to file and prosecute patent applications or to obtain or maintain patents in respect of such Joint Collaboration IP, at its own cost. (iib) If AVEO In the event that Alnylam elects not to seek file or continue to seek prosecute or maintain patent protection on any Joint Collaboration IP in the Licensed Territory, Biogen Idec Alnylam shall notify MedCo of such decision in sufficient time so as to permit MedCo to decide whether to seek, prosecute and maintain such Patent Right and to take any necessary actions without losing patent protection, and MedCo shall have the right, at Biogen Idec’s discretionright (but not the obligation), to seekfile, prosecute and maintain in any country in the Licensed Territory patent protection on such Patent Rights comprising Joint Collaboration IP in the names of both AVEO Alnylam and Biogen IdecMedCo. AVEO Alnylam shall use Commercially Reasonable Efforts to make available to Biogen Idec its authorized attorneys, agents or representatives, such of AVEO’s employees as are reasonably necessary to assist Biogen Idec in obtaining and maintaining the patent protection described under this Section 9.3(c)(ii)CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. AVEO shall sign or use Commercially Reasonable Efforts to have signed all legal documents necessary to file and prosecute such patent applications or to obtain or maintain such patentsA COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (iii) With respect to Patent Rights included in the Joint Collaboration IP, the Party filing, prosecuting and maintaining such Patent Rights shall provide the other Party, within ten (10) Business Days after submitting or receiving such filings or correspondence, with copies of all filings and correspondence submitted to and received from patent offices in the Licensed Territory and, with respect to substantive filings and correspondence to be submitted to patent offices in the Licensed Territory, shall use reasonable efforts to provide the other Party with drafts of such filings and correspondence reasonably in advance of submission and shall consider in good faith any comments regarding such filings and correspondence that the other Party may timely provide.

Joint Collaboration IP. (ia) AVEO Alnylam shall have the first rightright to, at AVEO’s Alnylam's discretion, to file, conduct prosecution, prosecute and maintain (including the defense of any interference interference, opposition or opposition proceedingsany other pre- or post-grant proceedings or challenges), all Patent Rights included in comprising Joint Collaboration IP, in the names of both AVEO Alnylam and Biogen IdecMedCo. Biogen Idec Alnylam shall use Commercially Reasonable Efforts provide MedCo, sufficiently in advance for MedCo to make available comment, with copies of all patent applications and other material submissions and correspondence intended to AVEO be filed with any patent counsel or its authorized attorneyspatent authorities pertaining to Patent Rights comprising Joint Collaboration IP, agents and Alnylam shall consider in good faith MedCo's reasonable and promptly provided comments and advice with respect to the prosecution or representativesmaintenance strategy with respect to such Patent Rights; provided, however, that if Alnylam determines that MedCo's comments or advice are not reasonable, Alnylam shall promptly notify MedCo thereof and the Parties shall promptly discuss such determination. If the Parties cannot promptly reach agreement with respect to such issue, the Parties shall hire an outside patent attorney, mutually agreeable to the Parties, to determine which Party's approach is more likely to obtain the broadest enforceable patent coverage for the Licensed Products in the Field, and the Parties shall implement such approach. In the event that MedCo fails to provide any such comments or advice reasonably in advance of its employees as AVEO a patent office deadline, Alnylam shall in its reasonable judgment deems necessary good faith file a response designed to obtain the broadest enforceable patent coverage for the Licensed Products in order the Field. Alnylam shall promptly provide MedCo with copies of all material correspondence received from any patent counsel or patent authorities pertaining to assist it in obtaining patent protection for such Patent Rights comprising Joint Collaboration IP. Each Party shall sign, or use Commercially Reasonable Efforts to have signed, all legal documents necessary to file and prosecute patent applications or to obtain or maintain patents in respect of such Joint Collaboration IP, at its own cost. (iib) If AVEO In the event that Alnylam elects not to seek file or continue to seek prosecute or maintain patent protection on any Joint Collaboration IP in the Licensed Territory, Biogen Idec Alnylam shall notify MedCo of such decision in sufficient time so as to permit MedCo to decide whether to seek, prosecute and maintain such Patent Right and to take any necessary actions without losing patent protection, and MedCo shall have the right, at Biogen Idec’s discretionright (but not the obligation), to seekfile, prosecute and maintain in any country in the Licensed Territory patent protection on such Patent Rights comprising Joint Collaboration IP in the names of both AVEO Alnylam and Biogen IdecMedCo. AVEO Alnylam shall use Commercially Reasonable Efforts to make available to Biogen Idec MedCo its documentation, and its authorized attorneys, agents or representatives, and such of AVEO’s employees its employees, as are reasonably necessary to assist Biogen Idec MedCo in obtaining and maintaining the patent protection described under this Section 9.3(c)(ii). AVEO shall sign or use Commercially Reasonable Efforts to have signed all legal documents necessary to file and prosecute such patent applications or to obtain or maintain such patents. (iii) With respect to Patent Rights included in the Joint Collaboration IP, the Party filing, prosecuting and maintaining such Patent Rights shall provide the other Party, within ten (10) Business Days after submitting or receiving such filings or correspondence, with copies of all filings and correspondence submitted to and received from patent offices in the Licensed Territory and, with respect to substantive filings and correspondence to be submitted to patent offices in the Licensed Territory, shall use reasonable efforts to provide the other Party with drafts of such filings and correspondence reasonably in advance of submission and shall consider in good faith any comments regarding such filings and correspondence that the other Party may timely provide.11.3.3

Joint Collaboration IP. (ia) AVEO Alnylam shall have the first rightright to, at AVEOAlnylam’s discretion, to file, conduct prosecution, prosecute and maintain (including the defense of any interference interference, opposition or opposition proceedingsany other pre- or post-grant proceedings or challenges), all Patent Rights included in comprising Joint Collaboration IP, in the names of both AVEO Alnylam and Biogen IdecMedCo. Biogen Idec Alnylam shall use Commercially Reasonable Efforts provide MedCo, sufficiently in advance for MedCo to make available comment, with copies of all patent applications and other material submissions and correspondence intended to AVEO be filed with any patent counsel or its authorized attorneyspatent authorities pertaining to Patent Rights comprising Joint Collaboration IP, agents and Alnylam shall consider in good faith MedCo’s reasonable and promptly provided comments and advice with respect to the prosecution or representativesmaintenance strategy with respect to such Patent Rights; provided, however, that if Alnylam determines that MedCo’s comments or advice are not reasonable, Alnylam shall promptly notify MedCo thereof and the Parties shall promptly discuss such determination. If the Parties cannot promptly reach agreement with respect to such issue, the Parties shall hire an outside patent attorney, mutually agreeable to the Parties, to determine which Party’s approach is more likely to obtain the broadest enforceable patent coverage for the Licensed Products in the Field, and the Parties shall implement such approach. In the event that MedCo fails to provide any such comments or advice reasonably in advance of its employees as AVEO a patent office deadline, Alnylam shall in its reasonable judgment deems necessary good faith file a response designed to obtain the broadest enforceable patent coverage for the Licensed Products in order the Field. Alnylam shall promptly provide MedCo with copies of all material correspondence received from any patent counsel or patent authorities pertaining to assist it in obtaining patent protection for such Patent Rights comprising Joint Collaboration IP. Each Party shall sign, or use Commercially Reasonable Efforts to have signed, all legal documents necessary to file and prosecute patent applications or to obtain or maintain patents in respect of such Joint Collaboration IP, at its own cost. (iib) If AVEO In the event that Alnylam elects not to seek file or continue to seek prosecute or maintain patent protection on any Joint Collaboration IP in the Licensed Territory, Biogen Idec Alnylam shall notify MedCo of such decision in sufficient time so as to permit MedCo to decide whether to seek, prosecute and maintain such Patent Right and to take any necessary actions without losing patent protection, and MedCo shall have the right, at Biogen Idec’s discretionright (but not the obligation), to seekfile, prosecute and maintain in any country in the Licensed Territory patent protection on such Patent Rights comprising Joint Collaboration IP in the names of both AVEO Alnylam and Biogen IdecMedCo. AVEO Alnylam shall use Commercially Reasonable Efforts to make available to Biogen Idec MedCo its documentation, and its authorized attorneys, agents or representatives, and such of AVEO’s employees its employees, as are reasonably necessary to assist Biogen Idec MedCo in obtaining and maintaining the patent protection described under this Section 9.3(c)(ii). AVEO shall sign or use Commercially Reasonable Efforts to have signed all legal documents necessary to file and prosecute such patent applications or to obtain or maintain such patents. (iii) With respect to Patent Rights included in the Joint Collaboration IP, the Party filing, prosecuting and maintaining such Patent Rights shall provide the other Party, within ten (10) Business Days after submitting or receiving such filings or correspondence, with copies of all filings and correspondence submitted to and received from patent offices in the Licensed Territory and, with respect to substantive filings and correspondence to be submitted to patent offices in the Licensed Territory, shall use reasonable efforts to provide the other Party with drafts of such filings and correspondence reasonably in advance of submission and shall consider in good faith any comments regarding such filings and correspondence that the other Party may timely provide.11.3.3

Joint Collaboration IP. (ia) AVEO [***] shall have the first rightright to, at AVEO’s [***] discretion, to file, conduct prosecution, prosecute and maintain (including the defense of any interference or opposition proceedings), all Patent Rights included in comprising Joint Collaboration IP, in the names of both AVEO Alnylam and Biogen IdecGenzyme, at [***] sole cost and expense. Biogen Idec [***] shall use Commercially Reasonable Efforts to make available to AVEO or its authorized attorneysconsult with [***] on the filing, agents or representatives, prosecution and maintenance of all such of its employees as AVEO in its reasonable judgment deems necessary in order to assist it in obtaining patent protection for such Joint Collaboration IPPatent Rights. Each Party shall sign, or use Commercially Reasonable Efforts to have signed, all legal documents as are reasonably necessary to file and prosecute patent applications or to obtain or maintain patents in respect of such Joint Collaboration IP, at its own cost. (iib) If AVEO [***] shall furnish to [***] via electronic mail or other such method as mutually agreed by the Parties copies of documents received from outside counsel in the course of such filing, prosecution or maintenance of Joint Collaboration IP and/or copies of documents relevant to such preparation, filing, prosecution, and maintenance in sufficient time prior to filing such document or making any payment due thereunder to allow for review and comment by [***] and shall consider in good faith timely comments from [***] thereon. [***] shall furnish to Genzyme via electronic mail or other such method as mutually agreed by the Parties copies of such documents as filed in the relevant patent offices. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934. (c) In the event that [***] elects not to seek file or continue to seek prosecute or maintain patent protection on any Joint Collaboration IP in the Licensed TerritoryIP, Biogen Idec [***] shall have the right, at Biogen Idec’s discretion, right (but not the obligation) to seekfile, prosecute and maintain in any country in the Licensed Territory patent protection on such Patent Rights comprising Joint Collaboration IP in the names of both AVEO Alnylam and Biogen IdecGenzyme at [***] sole cost and expense. AVEO If [***] exercises such right, [***] shall use Commercially Reasonable Efforts to make available to Biogen Idec [***] its authorized attorneys, agents or representatives, and such of AVEO’s its employees as are reasonably necessary to assist Biogen Idec [***] in obtaining and maintaining the patent protection described under this Section 9.3(c)(ii10.3.3(c). AVEO [***] shall sign sign, or use Commercially Reasonable Efforts to have signed signed, all legal documents as are reasonably necessary to file and prosecute such patent applications or to obtain or maintain such patents. (iii) With respect to Patent Rights included in the Joint Collaboration IP, the Party filing, prosecuting and maintaining such Patent Rights shall provide the other Party, within ten (10) Business Days after submitting or receiving such filings or correspondence, with copies of all filings and correspondence submitted to and received from patent offices in the Licensed Territory and, with respect to substantive filings and correspondence to be submitted to patent offices in the Licensed Territory, shall use reasonable efforts to provide the other Party with drafts of such filings and correspondence reasonably in advance of submission and shall consider in good faith any comments regarding such filings and correspondence that the other Party may timely provide.

Joint Collaboration IP. (ia) AVEO Alnylam shall have the first rightright to, at AVEOAlnylam’s discretion, to file, conduct prosecution, prosecute and maintain (including the defense of any interference or opposition proceedings), all Patent Rights included in comprising Joint Collaboration IP, in the names of both AVEO Alnylam and Biogen IdecGenzyme. Biogen Idec Alnylam shall use Commercially Reasonable Efforts provide Genzyme an opportunity to make available review and comment on material documents related to AVEO or its authorized attorneyssuch filing, agents or representativesprosecution and maintenance in accordance with Section 12.3.4, such of its employees as AVEO which comments Alnylam will consider in its reasonable judgment deems necessary in order to assist it in obtaining patent protection for such Joint Collaboration IPgood faith. Each Party shall sign, or use Commercially Reasonable Efforts to have signed, all legal documents necessary to file and prosecute patent applications or to obtain or maintain patents in respect of such Joint Collaboration IP, at its own cost. (iib) If AVEO Notwithstanding the foregoing Section 12.3.3(a), Alnylam shall consult with Genzyme on the preparation, filing, prosecution, and maintenance of all Patent Rights included within the Joint Collaboration IP to be filed or pending in the Genzyme Territory. Alnylam shall furnish Genzyme with copies of documents relevant to such preparation, filing, prosecution, and maintenance in sufficient time prior to filing such document or making any payment due thereunder to allow for review and comment by Genzyme and shall consider in good faith timely comments from Genzyme thereon. (c) In the event that Alnylam elects not to seek file or continue to seek prosecute or maintain patent protection on any Joint Collaboration IP in the Licensed TerritoryIP, Biogen Idec Genzyme shall have the right, at Biogen Idec’s discretion, right (but not the obligation) to seekfile, prosecute and maintain in any country in the Licensed Territory patent protection on such Patent Rights comprising Joint Collaboration IP in the names of both AVEO Alnylam and Biogen IdecGenzyme. AVEO If Genzyme exercises such right, Alnylam shall use Commercially Reasonable Efforts to make available to Biogen Idec Genzyme its authorized attorneys, agents or representatives, such of AVEO’s its employees as are reasonably necessary to assist Biogen Idec Genzyme in obtaining and maintaining the patent protection described under this Section 9.3(c)(ii). AVEO shall sign or use Commercially Reasonable Efforts to have signed all legal documents necessary to file and prosecute such patent applications or to obtain or maintain such patents. (iii) With respect to Patent Rights included in the Joint Collaboration IP, the Party filing, prosecuting and maintaining such Patent Rights shall provide the other Party, within ten (10) Business Days after submitting or receiving such filings or correspondence, with copies of all filings and correspondence submitted to and received from patent offices in the Licensed Territory and, with respect to substantive filings and correspondence to be submitted to patent offices in the Licensed Territory, shall use reasonable efforts to provide the other Party with drafts of such filings and correspondence reasonably in advance of submission and shall consider in good faith any comments regarding such filings and correspondence that the other Party may timely provide.12.3.3

Joint Collaboration IP. (i) AVEO Alnylam shall have the first rightright to, at AVEOAlnylam’s discretion, to file, conduct prosecution, and maintain (including the defense of any interference or opposition proceedings), all Patent Rights included in Joint Collaboration IP, in the names of both AVEO Alnylam and Biogen IdecCubist. Biogen Idec Cubist shall use Commercially Reasonable Diligent Efforts to make available to AVEO Alnylam or its authorized attorneys, agents or representatives, such of its employees as AVEO Alnylam in its reasonable judgment deems necessary in order to assist it in obtaining patent protection for such Joint Collaboration IP. Each Party shall sign, or use Commercially Reasonable Diligent Efforts to have signed, all legal documents necessary to file and prosecute patent applications or to obtain or maintain patents in respect of such Joint Collaboration IP, at its own cost. (ii) If AVEO Alnylam elects not to seek or continue to seek or maintain patent protection on any Joint Collaboration IP in the Licensed Territory, Biogen Idec Cubist shall have the rightright to, at Biogen IdecCubist’s discretion, to seek, prosecute and maintain in any country in the Licensed Territory patent protection on such Joint Collaboration IP in the names of both AVEO Alnylam and Biogen IdecCubist. AVEO Alnylam shall use Commercially Reasonable Diligent Efforts to make available to Biogen Idec Cubist its authorized attorneys, agents or representatives, such of AVEOAlnylam’s employees as are reasonably necessary to assist Biogen Idec Cubist in obtaining and maintaining the patent protection described under this Section 9.3(c)(ii8.3(c)(ii). AVEO Alnylam shall sign or use Commercially Reasonable Diligent Efforts to have signed all legal documents necessary to file and prosecute such patent applications or to obtain or maintain such patents. (iii) With respect to Patent Rights included in the Joint Collaboration IP, the Party filing, prosecuting and maintaining such Patent Rights shall provide the other Party, within ten (10) Business Days [**] after submitting or receiving such filings or correspondence, with copies of all filings and correspondence submitted to and received from patent offices in the Licensed Territory and, with respect to substantive filings and correspondence to be submitted to patent offices in the Licensed Territory, shall use reasonable efforts to provide the other Party with drafts of such filings and correspondence reasonably in advance of submission and shall consider in good faith any comments regarding such filings and correspondence that the other Party may timely provide.