Common use of Joint Collaboration Patents Clause in Contracts

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. The Parties Subject to, and without limiting Pfizer’s rights under, Section 9.4 of this Agreement, Auxilium shall be jointly responsible for preparinghave the first right to prepare, filingfile, prosecuting prosecute and maintaining maintain Joint Collaboration Patents at its own cost and expense. Auxilium shall keep Pfizer informed of the status of Joint Collaboration Patents and for conducting any interferenceswill provide Pfizer with ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. copies of all substantive documentation submitted to, 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 Dateor received from, the parties shall jointly select counsel (“Joint Counsel”) for the prosecution and maintenance of all Joint Collaboration Patentspatent offices in connection therewith. The Joint Counsel shall give Juno and Editas (With respect to any substantive submissions that Auxilium is required to or each Party’s designee) an opportunity otherwise intends to review the text of each application, office action response or other substantive document relating submit 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 to a Joint Collaboration Patent, Joint Counsel Auxilium shall make the Parties aware provide a draft of such conflicting instructions and the Parties shall attempt submission to resolve Pfizer at least sixty (60) days (or 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 as is possible) prior to the applicable deadline for, or the intended filing deadlinedate of, the Joint Counsel shall take such action with respect to claims relating to Genome Editing Technology submission, whichever is earlier (or as Editas soon as reasonably possible if Auxilium has less than sixty (60) days notice of a deadline for submission). Pfizer shall have instructed the right to review and with respect comment upon any such submission by Auxilium to claims relating to Engineered T-Cells as Juno shall have instructeda patent office, and will provide such action 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 respect 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 all other claims as would reasonably be expected allow any Joint Collaboration Patent to maximize the scope, extent and coverage of expire or intends to otherwise abandon any such Joint Collaboration PatentPatent (“Abandoned Collaboration Patents”), providedor (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, howeveror any other date that requires action, that in connection with respect such Abandoned Collaboration Patent or Abandoned Joint Invention, and Pfizer shall thereupon have the right, but not the obligation, to such all other claimsassume responsibility for the preparation, if Joint Counsel is unwilling to act filing, prosecution or maintenance thereof at its sole cost and expense, in the absence name 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 maintenanceAuxilium.

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 The Parties have jointly select selected 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 all 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. The Parties shall RBNC will be jointly responsible 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 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 to give Amgen 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 applicationand comment. In addition, 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) RBNC will provide Amgen with a copy of each such applicationofficial filing and submission made to and document received from a patent authority, office action response court or other substantive document 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, filed together with notice of its filing date and serial 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 Editas and Juno provide Joint Counsel may be taken with conflicting instructions regarding 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 of the filing, prosecution or maintenance of a Joint Collaboration Patentsuch Abandoned Patent Rights; and (iii) Amgen shall have the right, Joint Counsel shall make at its expense, to transfer the Parties aware responsibility for such filing, prosecution and maintenance of such conflicting instructions and the Parties shall attempt Abandoned Patent Rights to resolve such conflict through their respective Chief Executive Officers, who shall meet in person patent counsel (outside or internal) selected 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 maintenanceAmgen.

Joint Collaboration Patents. The Parties Pharming shall be jointly responsible for preparinghave the first right, filingbut not the obligation, prosecuting to prepare, file, prosecute, and maintaining maintain 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 DateJoint Conditioning Patents worldwide, the parties cost and expense of such activities shall jointly select counsel be borne as follows: (“i) to the extent relating to any and all Joint Counsel”Collaboration Patents and the Joint Conditioning Patents filed on or before the first IND Clearance in respect of the Licensed Product, by Pharming, and (ii) for to the prosecution extent relating to any and all Joint Collaboration 65 Patents and the Joint Conditioning Patents filed after the first IND Clearance in respect of the Licensed Product, equally between the Parties. Pharming shall keep Orchard reasonably informed of all steps with regard to the preparation, filing, prosecution, and maintenance of all such Joint Collaboration Patents and Joint Conditioning Patents. The , and shall provide Orchard with a copy of all communications to and from the patent authorities regarding such Joint Counsel shall give Juno Collaboration Patents and Editas (Joint Conditioning Patents, including drafts of any filings or each Party’s designee) an responses to be made to such patent authorities sufficiently in advance of submitting such filings or responses so as to allow Orchard a reasonable opportunity to review the text of each application, office action response or other substantive document relating and comment thereon. Pharming shall reasonably consider and incorporate Xxxxxxx’s requests and suggestions with respect to a prospective such drafts and with respect to strategies for filing and prosecuting such Joint Collaboration Patent before filing with Patents and Joint Conditioning Patents. If Pharming, during the Term, determines in its sole discretion to abandon or not maintain any patent office of such Joint Collaboration Patents and Joint Conditioning Patents in the Territory, then Xxxxxxx shall incorporate Juno’s have the right, but not the obligation, to maintain 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 assume the prosecution or maintenance of a Joint Collaboration Patent, Joint Counsel shall make the Parties aware of such conflicting instructions and the Parties Patent. Pharming shall attempt provide Orchard with prior written notice sufficiently in advance of any abandonment to resolve such conflict through their respective Chief Executive Officersenable Xxxxxxx, who shall meet in person or by telephone promptly after being made aware of such conflict. If the Parties are not able at its sole discretion, 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 maintain such Joint Collaboration PatentPatent or Joint Conditioning Patent and assume the prosecution, providedat its sole cost. Promptly upon receipt of any notice from Xxxxxxx that it wishes to maintain and assume the prosecution of such Patent in accordance with the foregoing, however, that with respect Pharming shall transfer such prosecution 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 actionXxxxxxx. Both Parties shall cooperate with Joint Counsel for all activities relating to Joint Collaboration Patent prosecution and maintenance11.2.4

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. (a) The Parties shall JSC will select mutually-acceptable outside counsel (to be jointly responsible for preparingagreed upon by the JSC within [ * ] of the Effective Date) to conduct the preparation, 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 each Joint Collaboration Patent under the joint control of both Parties. The outside counsel will prepare, file, prosecute and maintain all Joint Collaboration Patents in each of the Major Market Countries and such other countries as the JSC approves, and the reasonable expenses thereof will be IP and Trademark Costs (as applicable). (b) If a Party elects not to share the cost of a Joint Collaboration Patent in any country (other than a Major Market Country or such other countries as the JSC approves) or elects to discontinue sharing expenses for any Joint Collaboration Patent already filed in any country, such Party will notify the other Party in writing of such election and will offer the other Party the opportunity to assume, at the other Party’s sole expense, the right to file for, prosecute and maintain such Joint Collaboration Patent in such country. If the other Party accepts the offer by written notice to the one Party within [ * ] after the notice, the one Party will assign its interest in such Joint Collaboration Patent to the other Party and will reasonably assist the other Party in assuming the filing, prosecution and maintenance of such Joint Collaboration Patent in such country. Such Joint Collaboration Patent thereafter will be the other Party’s Independent Patent. (c) With respect to filing, prosecution and maintenance of each Joint Collaboration Patent, the outside counsel will provide to each Party: (i) a copy of the patent application sufficiently prior to filing to permit each Party reasonable opportunity to review and make reasonable comments thereon; (ii) a copy of the patent application promptly after such filing; (iii) copies of all substantive communications received from patent office(s) with respect to such filings; and (iv) copies of all substantive communications to be sent to the patent office(s) with respect to such filings sufficiently before a due date to permit each Party to review and make reasonable comments thereon. (d) Each Party, when requested by the outside counsel, will use commercially reasonable efforts to assist the counsel in preparing, filing or maintaining the patent applications and patents within the Joint Collaboration Patents. The Joint Counsel shall give Juno reasonable expenses associated with providing such assistance will be IP 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 numberTrademark Costs. 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-59-

Joint Collaboration Patents. The Parties Juno shall be jointly responsible [***], and shall have the exclusive first right for preparing, filing, prosecuting and maintaining the Joint Collaboration Patents that primarily relate to the Products and for conducting any interferences, re-examinations, inter partes reviewreissues and oppositions relating thereto. Fate shall be responsible [***], postand shall have the exclusive first right for preparing, filing, prosecuting and maintaining the Joint Collaboration Patents that do not primarily relate to the Products and for conducting any interferences, re-grant proceedingsexaminations, reissues and oppositions relating thereto and shall equally share all costs related thereto. Within The controlling Party shall keep the non-controlling Party fully informed with respect to (i) the issuance of patents filed by the controlling Party pursuant to this Section 8.2(b), and (ii) the abandonment of any patent or patent application maintained by the controlling Party pursuant to this Section 8.2(b). Without limiting the foregoing, the controlling Party will (A) provide the non-controlling Party with copies of the text of the applications relating to the Joint Collaboration Patents at least [***] days following before filing, except for urgent responses in which case the Effective Date, controlling Party will provide a reasonable amount of time based on the parties shall jointly select counsel circumstance; (“Joint Counsel”B) for provide 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) non-controlling Party with a copy of each such applicationsubmission made to and document received from a patent authority, office action response court or other substantive document tribunal regarding any Joint Collaboration Patents reasonably promptly after making such filing or receiving such document, * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission. including a copy of each application as filed, filed together with notice of its filing date and serial application number. In ; (C) keep the event that Editas non-controlling Party advised of the status of all material communications, actual and Juno provide Joint Counsel with conflicting instructions prospective filings or submissions regarding the prosecution or maintenance of a Joint Collaboration PatentPatents, and will give the non-controlling Party copies of any such material communications, filings and submissions proposed to be sent to any patent authority or judicial body; and (D) reasonably consider in good faith the non-controlling Party’s comments on the communications, filings and submissions for such 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 conflictCollaboration Patents. If the Parties are not able controlling Party, in its sole discretion, declines to resolve such conflict within a reasonable time prior to file, prosecute or maintain any Joint Collaboration Patents, then the applicable filing deadline, controlling Party shall notify the Joint Counsel shall take such action with respect to claims relating to Genome Editing Technology as Editas non-controlling Party in writing thereof and the non-controlling Party shall have instructed the right to file, prosecute 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 maintain such Joint Collaboration PatentPatents and conduct any interferences, providedre-examinations, 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 reissues and oppositions relating to Joint Collaboration Patent prosecution and maintenancethereto.

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 57 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. The Subject to this Section 7.2(b), the Parties shall be jointly responsible for preparing, filing, prosecuting Prosecuting and maintaining Maintaining the Joint Collaboration Patents and for Patents, including 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 The Parties have jointly select selected counsel (“Joint Counsel”) for the prosecution Prosecution and maintenance 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 ; provided, however, that in the event that Editas and Juno provide Joint Counsel with of conflicting instructions regarding instructions, on a Program-by-Program basis, during 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 deadlineTerm, the Joint Counsel shall take such action with respect adhere 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 instructions 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 actionEditas. Both Parties shall cooperate with Joint Counsel for all activities relating to Joint Collaboration Patent prosecution and maintenance. If Editas instructs the Joint Counsel to allow a Joint Collaboration Patent to lapse or become abandoned in any country without having first filed a substitute, or decides not to participate in any interferences, reissues, re-examinations, inter partes reviews, derivations, post grant proceedings or oppositions with respect to a Joint Collaboration Patent, it shall notify Juno of such decision or intention at least [**] prior to the date upon which such Patent shall lapse or become abandoned, and, if after consultation between the Parties, Editas still intends to allow such Joint Collaboration Patent to lapse or become abandoned, Juno shall thereupon have the right (but not the obligation) to assume the Prosecution and Maintenance thereof at Juno’s sole expense with counsel of its choice (which may be the Joint Counsel, in Juno’s sole discretion). If Juno assumes the Prosecution and Maintenance of any such Joint Collaboration Patent, such Patent shall thereafter be considered a Juno Collaboration Patent, and Editas shall assign, and hereby assigns, its ownership interest in such Joint Collaboration Patent to Juno. The foregoing shall not apply where, with reference to a specific patent family, Editas, in its reasonable determination, decides not to file a continuing application in a particular country due to the existence of one or more pending patents in such country. Notwithstanding the foregoing, Juno may elect, by written notice to Editas, to have a given Joint Collaboration Patent become an Editas Collaboration Patent, in which case the provisions of Section 7.2(a) shall apply, and Juno shall assign, and hereby assigns, its ownership interest in such Joint Collaboration Patent to Editas.

Joint Collaboration Patents. The Parties Juno shall be jointly responsible [***], and shall have the exclusive first right for preparing, filing, prosecuting and maintaining the Joint Collaboration Patents that primarily relate to the Products and for conducting any interferences, re-examinations, inter partes reviewreissues and oppositions relating thereto. Fate shall be responsible [***], postand shall have the exclusive first right for preparing, filing, prosecuting and maintaining the Joint Collaboration Patents that do not primarily relate to the Products and for conducting any interferences, re-grant proceedingsexaminations, reissues and oppositions relating thereto and shall equally share all costs related thereto. Within The controlling Party shall keep the non-controlling Party fully informed with respect to (i) the issuance of patents filed by the controlling Party pursuant to this Section 8.2(b), and (ii) the abandonment of any patent or patent application maintained by the controlling Party pursuant to this Section 8.2(b). Without limiting the foregoing, the controlling Party will (A) provide the non-controlling Party with copies of the text of the applications relating to the Joint Collaboration Patents at least [***] days following before filing, except for urgent responses in which case the Effective Date, controlling Party will provide a reasonable amount of time based on the parties shall jointly select counsel circumstance; (“Joint Counsel”B) for provide 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) non-controlling Party with a copy of each such applicationsubmission made to and document received from a patent authority, office action response court or other substantive document tribunal regarding any Joint Collaboration Patents reasonably promptly after making such filing or receiving such document, including a copy of each application as filed, filed together with notice of its filing date and serial application number. In ; (C) keep the event that Editas non-controlling Party advised of the status of all material communications, actual and Juno provide Joint Counsel with conflicting instructions prospective filings or submissions regarding the prosecution or maintenance of a Joint Collaboration PatentPatents, and will give the non-controlling Party copies of any such material communications, filings and submissions proposed to be sent to any patent authority or judicial body; and (D) reasonably consider in good faith the non-controlling Party’s comments on the communications, filings and submissions for such 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 conflictCollaboration Patents. If the Parties are not able controlling Party, in its sole discretion, declines to resolve such conflict within a reasonable time prior to file, prosecute or maintain any Joint Collaboration Patents, then the applicable filing deadline, controlling Party shall notify the Joint Counsel shall take such action with respect to claims relating to Genome Editing Technology as Editas non-controlling Party in writing thereof and the non-controlling Party shall have instructed the right to file, prosecute 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 maintain such Joint Collaboration PatentPatents and conduct any interferences, providedre-examinations, 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 reissues and oppositions relating to Joint Collaboration Patent prosecution and maintenancethereto.

Joint Collaboration Patents. The Parties JEC shall determine which Party shall be jointly responsible for preparing, filing, prosecuting prosecuting, and maintaining the any given Joint Collaboration Patents Patent, including conducting related interference and for conducting any interferencesopposition proceedings relating thereto, re-examinations, inter partes review, post-grant proceedings, reissues on behalf of both Parties based on a good faith determination of the relative contributions of the Parties to the invention(s) claimed or covered by such Patent and oppositions relating thereto and shall equally share all costs related thereto. Within [**] days following the Effective Date, relative level of interest of the parties shall jointly select counsel (“Joint Counsel”) for Parties in such invention(s); provided that the prosecution and maintenance of all Joint Collaboration Patents. The Joint Counsel shall give Juno and Editas (or each Party’s designee) an opportunity JEC may also decide not to review the text of each application, office action response or other substantive document relating to file a prospective Joint Collaboration Patent before filing with for 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 numberinvention. In the event that Editas the JEC so decides, but one Party (through its designees on the JEC) favored filing such Joint Collaboration Patent when the JEC considered the matter in accordance with Section 2.2.2(h), such Party, upon written notice to the other Party, shall have the right to file a Patent for such invention at its sole expense, and Juno provide Joint Counsel the other Party shall, and shall cause its Affiliates, as applicable, to (a) reasonably cooperate with conflicting instructions regarding the prosecution such first Party in this regard and (b) promptly release or maintenance of assign to such first Party, without compensation, all right, title and interest in and to such invention in such country (whereupon such Patent shall cease to be a Joint Collaboration Patent and thereafter shall be deemed to be a Medarex Collaboration Patent or a BMS Collaboration Patent, as applicable). At least fifteen (15) Business Days prior to the contemplated filing, the Party responsible for such activities for a Joint Counsel Collaboration Patent shall make the Parties aware submit a substantially completed draft of such conflicting instructions Joint Collaboration Patent to the other Party for its review and approval, and shall incorporate any reasonable comments provided by 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 conflictother Party. If the Parties are responsible Party does not able wish to resolve file, 192 prosecute or maintain any Joint Collaboration Patent or maintain or defend such conflict within Joint Collaboration Patent in a reasonable time prior particular country, it shall notify the other Party in writing, and, if the other Party elects 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 maintain such Joint Collaboration Patent, providedsuch first Party shall, howeverand shall cause its Affiliates, that as applicable, to (i) reasonably cooperate with respect such first Party in this regard and (ii) promptly release or assign to such first Party, without compensation, all other claimsright, if Joint Counsel is unwilling title and interest in and to act such invention in the absence of such country (whereupon such Patent shall cease to be 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 maintenancethereafter shall be deemed to be a Medarex Collaboration Patent or a BMS Collaboration Patent, as applicable).