Common use of Joint Program Technology Clause in Contracts

Joint Program Technology. Within [***] days after it is determined pursuant to Section 8.1.2 that any particular Program Technology is Joint Program Technology, the Parties will determine whether one Party or the other (the “Controlling Party”) should undertake the Patent Prosecution of Joint Program Patents with respect thereto, based on the relative utility of such Program Technology to, and the respective expertise of, the Parties. If the Parties fail to agree, then Patent Prosecution of such Joint Program Patents shall be alternately assigned to each Party beginning with ARCHEMIX. The Controlling Party shall keep the other Party reasonably informed of the status of such activities, including, without Confidential Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. limitation, (A) by providing the other Party with copies of all communications received from or filed in patent offices with respect to such filing, and (B) by providing the other Party, a reasonable time prior to taking or failing to take any action that would affect the scope or validity of any such filing (including the substantially narrowing, cancellation or abandonment of any claims without retaining the right to pursue such subject matter in a separate application, or the failure to file or perfect the filing of any claims in any country), with prior written notice of such proposed action or inaction so that the other Party has a reasonable opportunity to review and comment. The non-Controlling Party shall have a right to control Patent Prosecution of Joint Program Patents if the Controlling Party decides to abandon such Patent Prosecution.

Joint Program Technology. Within [***] days after it is determined pursuant to Section 8.1.2 that As regards any particular Program Technology is Joint Program Technology, the Parties will determine whether one Party or from whom the other majority of the data underlying any such Joint Program Technology arose (the “Controlling controlling Party”) should will have the first right, but not the obligation, to undertake the Patent Prosecution filing(s), prosecution and maintenance of Joint Program Patents inventorship certificate(s), patent application(s) and patent(s) thereon. In connection with respect thereto, based on the relative utility of any such Program Technology to, and the respective expertise offiling(s), the Parties. If the Parties fail to agree, then Patent Prosecution of such Joint Program Patents shall be alternately assigned filing Party will use patent counsel mutually acceptable to each Party beginning (in its reasonable determination) and the Parties will, prior to filing of the patent application, agree on mutually acceptable sharing of the costs and expenses of such filing(s), prosecution and maintenance. In any case the filing Party (i) will provide the non-controlling Party with ARCHEMIX. The Controlling Party shall a copy of any such proposed patent application for review and comment reasonably in advance of filing, and (ii) will keep the other non-controlling Party reasonably informed of the status of such activitiesfiling, prosecution and maintenance, including, without Confidential Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. limitation, (A) by providing the other non-controlling Party with copies of all communications received from or filed in patent offices office(s) with respect to such filing, and (B) by providing the other non-controlling Party, a reasonable time prior to taking or failing to take any action that would affect the scope or validity of any such filing (including the substantially narrowing, cancellation or abandonment of any claims claim(s) without retaining the right to pursue such subject matter in a separate application, or the failure to file or perfect the filing of any claims claim(s) in any country), with prior written notice of such proposed action or inaction so that the other non-controlling Party has a reasonable opportunity to review and comment. The If the Party from whom the majority of the data underlying any such Joint Program Technology fails to undertake the filing(s) of any such patent application with respect to any such Joint Program Technology within [********] days after receipt of written notice from the other Party that the other Party believes filing(s) of such an application by such Party is appropriate, such other Party may undertake such filing(s) at its own expense, in which case the non-Controlling filing Party shall have a right will assign all of its rights to control Patent Prosecution of such Joint Program Patents if Technology to the Controlling filing Party decides and any subsequently issued patent thereon will be owned solely by the filing Party. Either Party may assign its rights hereunder to abandon such Patent Prosecutionany Joint Program Technology, inventorship certificate, patent application or patent to the other Party, who will then have the right, in its discretion, to assume the filing, prosecution and/or maintenance thereof as the sole owner thereof and at its sole cost and expense.

Joint Program Technology. Within [***] days after it is determined pursuant to Section 8.1.2 that As regards any particular Patent Rights claiming Joint Program Technology is and Joint Inventions, the Party from whom the majority of the data underlying any such Joint Program Technology, the Parties will determine whether one Party Technology or the other Joint Inventions arose (the “Controlling controlling Party”) should will have the first right, but not the obligation, to undertake the Patent Prosecution filing(s), prosecution and maintenance of Joint Program Patents inventorship certificate(s), patent application(s) and patent(s) thereon. In connection with respect thereto, based on the relative utility of any such Program Technology to, and the respective expertise offiling(s), the Parties. If the Parties fail to agree, then Patent Prosecution of such Joint Program Patents shall be alternately assigned to each controlling Party beginning with ARCHEMIX. The Controlling Party shall keep the other Party reasonably informed of the status of such activities, including, without Confidential will use patent counsel mutually Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s 's application requesting confidential treatment investment under Rule 406 24b-2 under the Securities Exchange Act of 1934. acceptable to each Party (in its reasonable determination) and the Parties will, prior to filing of the Securities Actpatent application, agree on mutually acceptable sharing of the costs and expenses of such filing(s), prosecution and maintenance. In any case the controlling Party (i) will provide the non-controlling Party with a copy of any such proposed patent application for review and comment reasonably in advance of filing, and (ii) will keep the non-controlling Party reasonably informed of the status of such filing, prosecution and maintenance, including, without limitation, by using reasonable commercial efforts to (A) by providing provide the other non-controlling Party with copies of all communications received from or filed in patent offices office(s) with respect to such filing, and (B) by providing provide the other non-controlling Party, a reasonable time prior to taking or failing to take any action that would affect the scope or validity of any such filing (including the substantially narrowing, cancellation or abandonment of any claims claim(s) without retaining the right to pursue such subject matter in a separate application, or the failure to file or perfect the filing of any claims claim(s) in any country), with prior written notice of such proposed action or inaction so that the other non-controlling Party has a reasonable opportunity to review and comment. The If the controlling Party fails to undertake the filing(s) of any such patent application with respect to any such Joint Program Technology or Joint Inventions within [***] ([***]) days after receipt of written notice from the other Party that the other Party believes filing(s) of such an application by such Party is appropriate, such other Party may undertake such filing(s) at its own expense, in which case the non-Controlling filing Party shall have a right will assign all of its rights to control Patent Prosecution of such Joint Program Patents if Technology or Joint Inventions to the Controlling filing Party decides and any subsequently issued patent thereon will be owned solely by the filing Party. Subject to abandon such Patent Prosecutionthe licenses granted under this Agreement, either Party may assign its rights hereunder to any Joint Program Technology or Joint Inventions, inventorship certificate, patent application or patent to the other Party, who will then have the right, in its discretion, to assume the filing, prosecution and/or maintenance thereof as the sole owner thereof and at its sole cost and expense.

Joint Program Technology. Within [***] days after it is determined pursuant to Section 8.1.2 that As regards any particular Patent Rights claiming Joint Program Technology is and Joint Inventions, the Party from whom the majority of the data underlying any such Joint Program Technology, the Parties will determine whether one Party Technology or the other Joint Inventions arose (the “Controlling controlling Party”) should will have the first right, but not the obligation, to undertake the Patent Prosecution filing(s), prosecution and maintenance of Joint Program Patents inventorship certificate(s), patent application(s) and patent(s) thereon. In connection with respect thereto, based on the relative utility of any such Program Technology to, and the respective expertise offiling(s), the Parties. If the Parties fail to agree, then Patent Prosecution of such Joint Program Patents shall be alternately assigned controlling Party will use patent counsel mutually acceptable to each Party beginning (in its reasonable determination) and the Parties will, prior to filing of the patent application, agree on mutually acceptable sharing of the costs and expenses of such filing(s), prosecution and maintenance. In any case the controlling Party (i) will provide the non-controlling Party with ARCHEMIX. The Controlling Party shall a copy of any such proposed patent application for review and comment reasonably in advance of filing, and (ii) will keep the other non-controlling Party reasonably informed of the status of such activitiesfiling, prosecution and maintenance, including, without Confidential Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. limitation, by using reasonable commercial efforts to (A) by providing provide the other non-controlling Party with copies of all communications received from or filed in patent offices office(s) with respect to such filing, and (B) by providing provide the other non-controlling Party, a reasonable time prior to taking or failing to take any action that would affect the scope or validity of any such filing (including the substantially narrowing, cancellation or abandonment of any claims claim(s) without retaining the right to pursue such subject matter in a separate application, or the failure to file or perfect the filing of any claims claim(s) in any country), with prior written notice of such proposed action or inaction so that the other non-controlling Party has a reasonable opportunity to review and comment. The If the controlling Party fails to undertake the filing(s) of any such patent application with respect to any such Joint Program Technology or Joint Inventions within [***] ([***]) days after receipt of written notice from the other Party that the other Party believes filing(s) of such an application by such Party is appropriate, such other Party may undertake such filing(s) at its own expense, in which case the non-Controlling filing Party shall have a right will assign all of its rights to control Patent Prosecution of such Joint Program Patents if Technology or Joint Inventions to the Controlling filing Party decides and any subsequently issued patent thereon will be owned solely by the filing Party. Subject to abandon such Patent Prosecution.the licenses granted under this Agreement, either Party may assign its rights hereunder to any Joint Program Technology or Joint Inventions, inventorship certificate, patent application or patent to the other Party, who will then have the right, in its discretion, to assume the filing, prosecution and/or maintenance thereof as the sole owner thereof and at its sole cost and expense. ​