Common use of Joint Patents Clause in Contracts

Joint Patents. The Parties shall cooperate, and shall cause their respective Affiliates and Sublicensees, as applicable, to cooperate, with one another with respect to the filing, prosecution and maintenance of all Joint Patents, including by selecting outside counsel, reasonably acceptable to the Parties, to handle such filing, prosecution and maintenance. The Parties shall share equally in the expenses associated with the filing, prosecution (including any interferences, reissue proceedings and reexaminations) and maintenance of all Joint Patents. If a Party elects not to pursue the filing, prosecution or maintenance of a Joint Patent in a particular country, or to take any other action with respect to Joint Technology in a particular country that is necessary or reasonably useful to establish or preserve rights thereto, then in each such case such Party shall so notify the other Party promptly in writing and in good time to enable such other Party to meet any deadlines by which an action must be taken to establish or preserve any such rights in such Joint Technology in such country. Upon receipt of each such notice by such other Party or if, at any time, such Party fails to initiate any such action within thirty (30) days after a request by such other Party that it do so (or thereafter diligently pursue such action), such other Party shall have the right, but not the obligation, to pursue the filing or registration, or support the continued prosecution or maintenance, of such Patent at its expense in such country. If such other Party elects to pursue such filing or registration, as the case may be, or continue such support, then such other Party shall notify such Party of such election and such Party shall, and shall cause its Affiliates, licensees and sublicensees, as applicable, to, (x) reasonably cooperate with such other Party in this regard, and (y) promptly release or assign to such other Party, without compensation, all right, title and interest in and to such Patent in such country.

Joint Patents. The Parties Each Party will notify the other within [*] of any infringement by a Third Party of any Joint Patents of which such Party becomes aware. [*] shall cooperatehave the first right, but not the obligation, to bring an appropriate suit or other action (an “Action”) to enforce the Joint Patents against any infringement. [*] shall have a period of [*] after its receipt or delivery of the notice of infringement, or in the case of any certification filed pursuant to 21 U.S.C. § 355(b)(2)(A)(iv), 21 U.S.C. § 355(j)(2)(A)(vii)(IV), or any comparable [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and shall cause their respective Affiliates filed separately with the Securities and SublicenseesExchange Commission pursuant to Rule 406 of the Securities Act of 1933, as applicableamended. Applicable Law (or any amendment or successor statute thereto) in any country or regulatory jurisdiction in the Territory, until no later than [*] prior to the expiration date for filing an Action in response to such certification, to cooperate, with one another with respect elect to so enforce the filing, prosecution and maintenance Joint Patents or to pursue a settlement or otherwise secure the abatement of all Joint Patents, including by selecting outside counsel, reasonably acceptable to the Parties, to handle such filing, prosecution and maintenance. The Parties shall share equally in the expenses associated with the filing, prosecution (including any interferences, reissue proceedings and reexaminations) and maintenance of all Joint Patentsinfringement. If a Party [*] elects not to pursue the filing, prosecution commence an Action to enforce such Joint Patents (or maintenance of a claim within such Joint Patent in a particular countrythat [*]) or to settle or otherwise secure the abatement of such infringement within such time period, or if [*] fails to take any other action with respect commence an Action to enforce such Joint Technology in a particular country that is necessary Patents or reasonably useful claim) or to establish settle or preserve rights theretootherwise secure the abatement of such infringement within [*], then in each such case such Party shall so notify the other Party promptly in writing and in good time to enable such other Party to meet any deadlines by which an action must be taken to establish or preserve any such rights in such Joint Technology in such country. Upon receipt of each such notice by such other Party or if, at any time, such Party fails to initiate any such action within thirty (30) days after a request by such other Party that it do so (or thereafter diligently pursue such action), such other Party [*] shall have the right, but not the obligation, to pursue commence an Action to enforce such Joint Patents (or claim) against such infringement. The enforcing Party of any Joint Patents (or claim) shall keep the filing or registration, or support other Party reasonably informed of the continued prosecution or maintenance, status and progress of such Patent at its expense in enforcement efforts, and shall reasonably consider the other Party’s comments on any such countryefforts. If such other Party elects to pursue such filing or registrationAt the request of the enforcing Party, as the case may be, or continue such support, then such other Party shall notify provide reasonable assistance in connection therewith, including by executing reasonably appropriate documents, cooperating in discovery and joining as a party to the action if required. The non-enforcing Party shall be entitled to separate representation in such matter by counsel of its own choice and at its own cost and expense, but shall at all times cooperate fully with the enforcing Party. In connection with any such proceeding, the enforcing Party shall not enter into any settlement admitting the invalidity of, or otherwise impairing the other Party’s rights in, the Joint Patents (or claim) without the prior written consent of the other Party. The enforcing Party shall be solely responsible for any expenses incurred by such Party as a result of such election and Action. If the enforcing Party recovers monetary damages in such Party shallAction, such recovery shall be allocated first to the reimbursement of the expenses incurred by the Parties in such Action, and any remaining amounts shall cause be shared between the Parties in proportion to its Affiliates, licensees and sublicensees, as applicable, to, (x) reasonably cooperate with such other Party in this regard, and (y) promptly release or assign to such other Party, without compensation, all right, title and interest in and to such Patent in such countryeconomic interests.

Joint Patents. The Parties shall cooperate, and shall cause their respective Affiliates and Sublicensees, as applicable, to cooperate, with one another with respect to the filing, prosecution (including any interferences, reissue proceedings and re-examinations) and maintenance of all Joint Patents, including by selecting outside counsel, reasonably acceptable to the Parties, to handle such filing, prosecution and maintenance. The Parties shall share equally in the expenses associated with the filing, prosecution (including any interferences, reissue proceedings and reexaminationsre-examinations) and maintenance of all Joint Patents, except to the extent that any such Joint Patent covers or claims a Compound or a Licensed Product, in which case Neoprobe shall bear one hundred percent (100%) of such expenses. If a Party elects not to pursue the filing, prosecution (including any interferences, reissue proceedings and re-examinations) or maintenance of a Joint Patent in a particular country, or to take any other action with respect to a Joint Technology Patent in a particular country that is necessary or reasonably useful to establish or preserve rights thereto, then in each such case such Party shall so notify the other Party promptly in writing and in good time to enable such other Party to meet any deadlines by which an action must be taken to establish or preserve any such rights in such Joint Technology Patent in such country. Upon receipt of each such notice by such other Party or if, at any time, such Party fails to initiate any such action within thirty (30) days after a request by such other Party that it do so (or or, if after initiating any requested action, such Party at any time thereafter fails to diligently pursue such action), in each case such other Party shall have the right, but not the obligation, to pursue the filing or registration, or support the continued prosecution or maintenance, of such Patent at its expense in such country. If such other Party elects to pursue such filing or registration, as the case may be, or continue such support, then such other Party shall notify such Party of such election and such Party shall, and shall cause its Affiliates, licensees and sublicensees, as applicable, to, (x) reasonably cooperate with such other Party in this regard, and (y) promptly release or assign to such other Party, without compensation, all right, title and interest in and to such Patent in such country; provided, however, if Neoprobe elects not to pursue such filing or registration in a country pursuant to this sentence, any such Patent in such country assigned to AstraZeneca hereunder shall not be included in this Agreement as a Licensed Patent.

Joint Patents. The Parties shall cooperate, and shall cause their respective Affiliates and Sublicensees, as applicable, to cooperate, cooperate with one another with respect to the filing, prosecution and maintenance of all Joint Patents, including by selecting outside counsel, reasonably acceptable to the Parties, to handle such filing, prosecution and maintenance. The Parties shall share equally in the expenses associated with the filing, prosecution (including any interferences, reissue proceedings and reexaminations) and maintenance of all Joint Patents. If a Party elects not to pursue the filing, prosecution or maintenance of a Joint Patent in a particular country, or to take any other action with respect to Joint Technology in a particular country that is necessary or reasonably useful to establish or preserve rights thereto, then in each such case such Party shall so notify the other Party promptly in writing and in good time to enable such other Party to meet any deadlines by which an action must be taken to establish or preserve any such rights in such Joint Technology in such country. Upon receipt of each such notice by such other Party or if, at any time, such Party fails to initiate any such action within thirty (30) days after a request by such other Party that it do so (or thereafter diligently pursue such action), such other Party shall have the right, but not the obligation, to pursue the filing or registration, or support the continued prosecution or maintenance, of such Patent at its expense in such country. If such other Party elects to pursue such filing or registration, as the case may be, or continue such support, then such other Party shall notify such Party of such election and such Party shall, and shall cause its Affiliates, licensees and sublicensees, as applicable, to, (x) reasonably cooperate with such other Party in this regard, and (y) subject to Article 2, promptly release or assign to such other Party, without compensation, all right, title and interest in and to such Patent in such country.

Joint Patents. The Parties shall cooperate, and shall cause their respective Affiliates and Sublicensees, as applicable, to cooperate, with one another with respect to the filing, prosecution (including any interferences, reissue proceedings and re-examinations) and maintenance of all Joint Patents, including by selecting outside counsel, reasonably acceptable to the Parties, to handle such filing, prosecution and maintenance. The Parties shall share equally in the expenses associated with the filing, prosecution (including any interferences, reissue proceedings and reexaminationsre-examinations) and maintenance of all Joint Patents, except to the extent that any such Joint Patent covers or claims a Compound or a Licensed Product, in which case Neoprobe shall bear one hundred percent (100%) of such expenses. If a Party elects not to pursue the filing, prosecution (including any interferences, reissue proceedings and re-examinations) or maintenance of a Joint Patent in a particular country, or to take any other action with respect to a Joint Technology Patent in a particular country that is necessary or reasonably useful to establish or preserve rights thereto, then in each such case such Party shall so notify the other Party promptly in writing and in good time to enable such other Party to meet any deadlines by which an action must be taken to establish or preserve any such rights in such Joint Technology Patent in such country. Upon receipt of each such notice by such other Party or if, at any time, such Party fails to initiate any such action within thirty (30) days after a request by such other Party that it do so (or or, if after initiating any requested action, such Party at any time thereafter fails to diligently pursue such action), in each case such other Party shall have the right, but not the obligation, to pursue the filing or registration, or support the continued prosecution or maintenance, of such Patent at its expense in such country. If such other Party elects to pursue such filing or registration, as the case may be, or continue such support, then such other Party shall notify such Party of such election and such Party shall, and shall cause its Affiliates, licensees and sublicensees, as applicable, to, (x) reasonably cooperate with such other Party in this regard, and (y) promptly release or assign to such other Party, without compensation, all right, title and interest in and to such Patent in such country; provided, however, if Neoprobe elects not to pursue such filing or registration in a country pursuant to this sentence, any such Patent in such country assigned to AstraZeneca hereunder shall not be included in this Agreement as a Licensed Patent. Confidential Treatment – Asterisked material has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Joint Patents. The Parties shall cooperate, and shall cause their respective Affiliates and Sublicenseessublicensees, as applicable, to cooperate, with one another with respect to the filing, prosecution and maintenance of all Joint Patents, including by selecting outside counsel, reasonably acceptable to the Parties, to handle such filing, prosecution and maintenance. The Parties shall share equally in the expenses associated with the filing, prosecution (including any interferences, reissue proceedings and reexaminations) and maintenance of all Joint Patents. If a Party elects not to pursue the filing, prosecution or maintenance of a Joint Patent in a particular country, or to take any other action with respect to Joint Technology in a particular country that is necessary or reasonably useful to establish or preserve rights thereto, then in each such case such Party shall so notify the other Party promptly in writing and in good time to enable such other Party to meet any deadlines by which an action must be taken to establish or preserve any such rights in such Joint Technology in such country. Upon receipt of each such notice by such other Party or if, at any time, such Party fails to initiate any such action within thirty (30) days after a request by such other Party that it do so (or thereafter diligently pursue such action), such other Party shall have the right, but not the obligation, to pursue the filing or registration, or support the continued prosecution or maintenance, of such Patent at its expense in such country. If such other Party elects to pursue such filing or registration, as the case may be, or continue such support, then such other Party shall notify such Party of such election and such Party shall, and shall cause its Affiliates, licensees and sublicensees, as applicable, to, (xa) reasonably cooperate with such other Party in this regard, and (yb) promptly release or assign to such other Party, without compensation, all right, title and interest in and to such Patent in such country.