Common use of JOINTLY OWNED LICENSED PATENT RIGHTS Clause in Contracts

JOINTLY OWNED LICENSED PATENT RIGHTS. During the Term, the filing, prosecution and maintenance of any Licensed Patent Rights jointly owned *** Confidential Treatment Requested by the Parties will be under the control of the Party from whom the majority of the data underlying such Licensed Patent Rights arose (the "controlling Party"), and the controlling Party is authorized to undertake such filings, prosecutions and maintenance at its sole cost and expense, using patent counsel reasonably satisfactory to the non-controlling Party and with the reasonable cooperation of the non-controlling Party and its employees, provided that: (i) the controlling Party notifies the non-controlling Party reasonably prior to the filing of any such Licensed Patent Rights by the controlling Party and permits review of such proposed Licensed Patent Rights by the non-controlling Party; (ii) the controlling Party provides the non-controlling Party promptly with copies of all communications received by the controlling Party; (iii) the controlling Party keeps the non-controlling Party reasonably informed of the status of such Licensed Patent Rights, and (iv) the controlling Party provides the non-controlling Party notice at least thirty (30) days in advance of taking or failing to take any action that would affect the scope or validity of any such Licensed Patent Rights (including but not limited to substantially narrowing or canceling any claim, abandoning any such Licensed Patent Rights or not filing or perfecting the filing of any such Licensed Patent Rights in any country), with prior written notice of such proposed action or inaction so that the non-controlling Party has a reasonable opportunity to review and make comments. Either Party may assign its rights to any jointly owned Licensed Patent Rights to the other Party, who will have the right, in its discretion, to assume the prosecution and maintenance thereof at its sole expense and as the sole owner thereof.

JOINTLY OWNED LICENSED PATENT RIGHTS. During the Term, the filing, prosecution and maintenance of any Licensed Patent Rights jointly owned *** Confidential Treatment Requested by the Parties will be under the control of the Party from whom the majority of the data underlying such Licensed Patent Rights arose (the "‘controlling Party"”), and the controlling Party is authorized to undertake such filings, prosecutions and maintenance at its sole cost and expense, using patent counsel reasonably satisfactory to the non-controlling Party and with the reasonable cooperation of the non-controlling Party and its employees, provided that: (i) the controlling Party notifies the non-controlling Party reasonably prior to the filing of any such Licensed Patent Rights by the controlling Party and permits review of such proposed Licensed Patent Rights by the non-controlling Party; , (ii) the controlling Party provides the non-controlling Party promptly with copies of all communications received by the controlling Party; , (iii) the controlling Party keeps the non-controlling Party reasonably informed of the status of such Licensed Patent Rights, and (iv) the controlling Party provides the non-non- controlling Party notice at least thirty (30) days [**] in advance of taking or failing to take any action that would affect the scope or validity of any such Licensed [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Patent Rights (including but not limited to substantially narrowing or canceling any claim, abandoning any such Licensed Patent Rights or not filing or perfecting the filing of any such Licensed Patent Rights in any country), with prior written notice of such proposed action or inaction so that the non-controlling Party has a reasonable opportunity to review and make comments. Either Party may assign its rights to any jointly owned Licensed Patent Rights to the other Party, who will have the right, right in its discretion, to assume the prosecution and maintenance thereof at its sole expense and as the sole owner thereof.

JOINTLY OWNED LICENSED PATENT RIGHTS. During the Term, the filing, prosecution and maintenance of any Licensed Patent Rights jointly owned [*** *] Confidential Treatment Requested by the Parties will be under the control of the Party from whom the majority of the data underlying such Licensed Patent Rights arose (the "controlling Party"), and the controlling Party is authorized to undertake such filings, prosecutions and maintenance at its sole cost and expense, using patent counsel reasonably satisfactory to the non-controlling Party and with the reasonable cooperation of the non-controlling Party and its employees, provided that: (i) the controlling Party notifies the non-controlling Party reasonably prior to the filing of any such Licensed Patent Rights by the controlling Party and permits review of such proposed Licensed Patent Rights by the non-controlling Party; (ii) the controlling Party provides the non-controlling Party promptly with copies of all communications received by the controlling Party; (iii) the controlling Party keeps the non-controlling Party reasonably informed of the status of such Licensed Patent Rights, and (iv) the controlling Party provides the non-controlling Party notice at least thirty (30) days in advance of taking or failing to take any action that would affect the scope or validity of any such Licensed Patent Rights (including but not limited to substantially narrowing or canceling any claim, abandoning any such Licensed Patent Rights or not filing or perfecting the filing of any such Licensed Patent Rights in any country), with prior written notice of such proposed action or inaction so that the non-controlling Party has a reasonable opportunity to review and make comments. Either Party may assign its rights to any jointly owned Licensed Patent Rights to the other Party, who will have the right, in its discretion, to assume the prosecution and maintenance thereof at its sole expense and as the sole owner thereof.. [***] [***] Confidential Treatment Requested [***]

JOINTLY OWNED LICENSED PATENT RIGHTS. During the Term, the filing, prosecution and maintenance of any Licensed Patent Rights jointly owned *** Confidential Treatment Requested by the Parties will be under the control of the Party from whom the majority of the data underlying such Licensed Patent Rights arose (the "controlling “Controlling Party"”), and the controlling Controlling Party is authorized to undertake such filings, prosecutions and maintenance at its sole cost and expense, using patent counsel reasonably satisfactory to the non-controlling Controlling Party and with the reasonable cooperation of the non-controlling Controlling Party and its employees, provided that: (i) the controlling Controlling Party notifies the non-controlling Party reasonably prior to the filing of any such Licensed Patent Rights by the controlling Party Controlling party and permits review of such proposed Licensed Patent Rights by the non-controlling Controlling Party; , (ii) the controlling Controlling Party provides the non-controlling Controlling Party promptly with copies of all communications received by the controlling Controlling Party; , (iii) the controlling Controlling Party keeps the non-controlling Controlling Party reasonably informed of the status of such Licensed Patent Rights, and (iv) the controlling Controlling Party provides the non-controlling Controlling Party notice at least thirty (30) days [**] in advance of taking or failing to take any action that would affect the scope or validity of any such Licensed Patent Rights (including but not limited to substantially narrowing or canceling any claim, abandoning any such Licensed Patent patent Rights or not filing or perfecting the filing of any such Licensed Patent Rights in any country), with prior written notice of such proposed action or inaction so that the non-controlling Controlling Party has a reasonable opportunity to review and make comments. [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unpredicted version of this exhibit has been filed separately with the Commission. Either Party may assign its rights to any jointly owned Licensed Patent Rights to the other Party, who will have the right, right in its discretion, to assume the prosecution and maintenance thereof at its sole expense and as the sole owner thereof.