Joint Collaboration Patents. The Parties shall be jointly responsible for preparing, filing, prosecuting and maintaining the Joint Collaboration Patents and for conducting any interferences, re-examinations, inter partes review, post-grant proceedings, reissues and oppositions relating thereto and shall equally share all costs related thereto. Within [**] days following the Effective Date, the parties shall jointly select counsel (“Joint Counsel”) for the prosecution and maintenance of all Joint Collaboration Patents. The Joint Counsel shall give Juno and Editas (or each Party’s designee) an opportunity to review the text of each application, office action response or other substantive document relating to a prospective Joint Collaboration Patent before filing with any patent office in the Territory, shall incorporate Juno’s and Editas’ (or each Party’s designee) reasonable comments with respect thereto, and shall supply Juno and Editas (or each Party’s designee) with a copy of each such application, office action response or other substantive document as filed, together with notice of its filing date and serial number. In the event that Editas and Juno provide Joint Counsel with conflicting instructions regarding the prosecution or maintenance of a Joint Collaboration Patent, Joint Counsel shall make the Parties aware of such conflicting instructions and the Parties shall attempt to resolve such conflict through their respective Chief Executive Officers, who shall meet in person or by telephone promptly after being made aware of such conflict. If the Parties are not able to resolve such conflict within a reasonable time prior to the applicable filing deadline, the Joint Counsel shall take such action with respect to claims relating to Genome Editing Technology as Editas shall have instructed and with respect to claims relating to Engineered T-Cells as Juno shall have instructed, and such action with respect to all other claims as would reasonably be expected to maximize the scope, extent and coverage of such Joint Collaboration Patent, provided, however, that with respect to such all other claims, if Joint Counsel is unwilling to act in the absence of a mutually agreed instruction of the Parties, then Joint Counsel shall take no action. Both Parties shall cooperate with Joint Counsel for all activities relating to Joint Collaboration Patent prosecution and maintenance
Joint Collaboration Patents. RBNC will be primarily responsible, at its own cost, for preparing, filing, prosecuting (including, but not limited to provisional, reissue, continuing, continuation-in-part, and substitute applications and any foreign counterparts thereof), and maintaining all Patent Rights constituting Joint Collaboration Patents and defending such Patent Rights, including conducting any interferences and oppositions or similar proceedings relating to such Patent Rights. Amgen shall have the right to comment on and to discuss prosecution and maintenance activities for Joint Collaboration Patents with RBNC, and RBNC shall consider the same in good faith and shall provide Amgen with copies of all proposed filings and correspondence relating to the Joint Collaboration Patents to give Amgen the opportunity to review and comment. In addition, RBNC will provide Amgen with a copy of each official filing and submission made to and document received from a patent authority, court or other tribunal regarding any Joint Collaboration Patent reasonably promptly after making such filing or receiving such document, including a copy of each application for each Joint Collaboration Patent as filed together with notice of its filing date and application number. RBNC will keep Amgen advised of the status of all material communications, and filings or submissions regarding the Joint Collaboration Patents. With respect to any filings or other materials provided to Amgen under this Section 7.1.4(c), RBNC will have the right to redact information relating to any product other than Collaboration Derived Products or any Know-How other than Collaboration Know-How from any such filings and materials. In the event RBNC declines to file, prosecute or maintain any of the foregoing Patent Rights, elects to allow any Patent Rights to lapse in any country, or elects to abandon any Patent Rights (in each case to the extent contained in the Joint Collaboration Patents) before all appeals within the respective patent office have been exhausted (each, an “Abandoned Patent Right”), then: (i) RBNC shall provide Amgen with reasonable notice of such decision so as to permit Amgen to decide whether to file, prosecute or maintain such Abandoned Patent Right and to take any necessary action prior to the next deadline for any action that may be taken with respect to such Abandoned Patent Right with the U.S. Patent & Trademark Office or any foreign patent office); (ii) Amgen, at Amgen’s expense, may assume control o...
Joint Collaboration Patents. Subject to, and without limiting Pfizer’s rights under, Section 9.4 of this Agreement, Auxilium shall have the first right to prepare, file, prosecute and maintain Joint Collaboration Patents at its own cost and expense. Auxilium shall keep Pfizer informed of the status of Joint Collaboration Patents and will provide Pfizer with copies of all substantive documentation submitted to, or received from, the patent offices in connection therewith. With respect to any substantive submissions that Auxilium is required to or otherwise intends to submit to a patent office with respect to a Joint Collaboration Patent, Auxilium shall provide a draft of such submission to Pfizer at least sixty (60) days (or such time as is possible) prior to the deadline for, or the intended filing date of, such submission, whichever is earlier (or as soon as reasonably possible if Auxilium has less than sixty (60) days notice of a deadline for submission). Pfizer shall have the right to review and comment upon any such submission by Auxilium to a patent office, and will provide such comments within twenty (20) days after receiving such submission (provided, that if no comments are received within such twenty (20) day period, then Auxilium may proceed with such submission). Auxilium shall consider in good faith any suggestions or recommendations of Pfizer concerning the preparation, filing, prosecution and maintenance thereof. The Parties shall cooperate reasonably in the prosecution of all Joint Collaboration Patents and shall share all material information relating thereto promptly after receipt of such information. If, during the Term, Auxilium (i) intends to allow any Joint Collaboration Patent to expire or intends to otherwise abandon any such Joint Collaboration Patent (“Abandoned Collaboration Patents”), or (ii) decides not to prepare or file patent applications covering Joint Inventions (“Abandoned Joint Inventions”) Auxilium shall notify Pfizer of such intention or decision at least thirty (30) days (or as soon as possible if less than thirty (30) days) prior to any filing or payment due date, or any other date that requires action, in connection with such Abandoned Collaboration Patent or Abandoned Joint Invention, and Pfizer shall thereupon have the right, but not the obligation, to assume responsibility for the preparation, filing, prosecution or maintenance thereof at its sole cost and expense, in the name of Auxilium.
Joint Collaboration Patents. The responsibility and strategy for Prosecution and Maintenance of Collaboration Patents claiming any jointly owned Collaboration Know-How shall be mutually agreed by GSK and ChemoCentryx through the Joint Patent Subcommittee. The Parties shall cooperate through the Joint Patent Subcommittee to prepare and prosecute patent applications for Patents claiming any such Collaboration Know-How in a manner that ensures a reasonable scope of protection for such subject matter. In the event of any dispute in the Joint Patent Subcommittee, ChemoCentryx shall have the final say with respect to decisions made prior to GSK’s exercise of its Product Option, and GSK shall have final say after such exercise, with respect to those claims in Collaboration Patents which cover any Development Candidate as to which GSK exercises its Product Option.
Joint Collaboration Patents. Siemens shall have the first right, but not the obligation, to control and manage the preparation, filing, prosecution (including any interferences, reissue proceedings and reexaminations) and maintenance of all Joint Collaboration Patents, at its sole cost and expense and by counsel of its own choice. Siemens shall keep UBI reasonably informed of progress with regard to the preparation, filing, prosecution and maintenance of Joint Collaboration Patents, and shall consult with, and consider in good faith the requests and suggestions of, UBI with respect to strategies for filing and prosecuting Joint Collaboration Patents. In the event that Siemens desires to abandon or cease prosecution or maintenance of any Joint Collaboration Patent in any country, Siemens shall provide reasonable prior written notice to UBI of such intention to abandon (which notice shall, to the extent possible, be given no later than 30 days prior to the next deadline for any action that must be taken with respect to any such Joint Collaboration Patent in the relevant patent office). In such case, at UBI’s sole discretion, upon written notice to Siemens from UBI, UBI may elect to continue prosecution and/or maintenance of any such Joint Collaboration Patent, at its sole cost and expense and by counsel of its own choice.
Joint Collaboration Patents. (a) In Field 1. Siemens shall have the first right, but not the obligation, to bring and control any action or proceeding against a Third Party with respect to infringement of any Joint Collaboration Patent in Field 1, at its own expense and by counsel of its own choice, and UBI shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. If Siemens fails to bring any such action or proceeding within (A) 120 days following the notice of alleged infringement, or (B) 30 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then UBI shall have the right to bring and control any such action, at its own expense and by counsel of its own choice, and Siemens shall have the right, at its own expense, to be represented in any such action by counsel of its own choice.
(b) In Field 2 or Outside of the Field. UBI shall have the first right, but not the obligation, to bring and control any action or proceeding against a Third Party with respect to infringement of any Joint Collaboration Patent in Field 2 or outside of the Field, at its own expense and by counsel of its own choice, and Siemens shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. If UBI fails to bring any such action or proceeding within (A) 120 days following the notice of alleged infringement, or (B) 30 days before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then Siemens shall have the right to bring and control any such action, at its own expense and by counsel of its own choice, and UBI shall have the right, at its own expense, to be represented in any such action by counsel of its own choice.
Joint Collaboration Patents. The term “Joint Collaboration Patents” shall mean those Collaboration Patents Covering a Joint Collaboration Invention.
Joint Collaboration Patents. Subject to Section 14.6(b)(i), Gilead shall have the first right and authority, but not the obligation, to defend any Invalidity or Unenforceability Action with respect to any Joint Collaboration Patent, provided that Gilead shall (A) provide at least [***] days’ written notice to Assembly of its intent to defend such action; (B) consider, reasonably and in good faith, all input received from Assembly with respect thereto; (C) conduct such defense in a manner that Gilead reasonably believes (taking into account all input received from Assembly) to be in the best interests of the Development and Commercialization of applicable Assembly Molecules, Assembly Products, Optioned Molecule, Optioned Product, Non-Optioned Gilead Molecules, and Non-Optioned Gilead Products and (D) keep Assembly fully informed and allow Assembly to actively participate in all aspects of such defense. If Gilead does not elect to defend any such Invalidity or Unenforceability Action, then it shall provide written notice to Assembly at least [***] days’ prior to the next deadline for taking any action with respect thereto, and, subject to Section 14.6(b)(i), unless, [***], Assembly shall have the second right and authority, but not the obligation, to defend such Invalidity or Unenforceability Action with respect to any such Program Claim.
Joint Collaboration Patents. FivePrime shall have the first right, but not the obligation, to Prosecute, at its sole cost and expense and through outside counsel jointly selected by the Parties, all Joint Collaboration Patents. If FivePrime elects to cease Prosecution of any Joint Collaboration Patent, it shall promptly notify INBRX in writing of such decision at least *** before the date any action or payment is required in order to prevent the abandonment of rights to such Joint Collaboration Patent, in which event INBRX shall have the right, but not the obligation, at its sole discretion and expense, to Prosecute such Joint Collaboration Patent.
Joint Collaboration Patents. During the Term, MTEM shall have the first right, but not the obligation, to enforce and defend the Joint Collaboration Patents that are not Optioned Product-Specific Patents [***] against any Competitive Infringement worldwide, under its control and at its own expense. If MTEM does not take commercially reasonable steps to enforce or defend such Joint Collaboration Patents against any such Competitive Infringement (a) within [***] following the first notice provided to it pursuant to Section 8.3.1, or (b) if earlier, [***] before the time limit, if any, set forth in Applicable Law for filing of such actions, then, subject to the rights of any Third Party collaborator or licensee of MTEM, if applicable, BMS may enforce or defend such Joint Collaboration Patent(s) against such Competitive Infringement at its own expense; provided that, if MTEM notifies BMS during such [***] or [***] period that it is electing in good faith not to take steps to enforce such Joint Collaboration Patents against such Competitive Infringement for strategic reasons or other commercially reasonable reasons, including to maintain the commercial value of the relevant Joint Collaboration Patents or other MTEM Licensed Patents or any Licensed Product Covered thereby, BMS will not have the right to take any action to enforce such Joint Collaboration Patents against such Competitive Infringement.
