Common use of Licensed Patent Rights Clause in Contracts

Licensed Patent Rights. Archemix, acting through patent counsel or agents of its choice, shall be solely responsible for the preparation, filing, prosecution and maintenance of the Licensed Patent Rights; provided, that, Ophthotech will reimburse Archemix for all of its out-of-pocket and attorneys fees, expenses, official fees and all other charges accumulated on or after the Effective Date incident to the preparation, filing, prosecution and maintenance of the Anti-C5 Aptamer-Specific Patent Rights, including any interference or opposition proceedings, in the jurisdictions set forth on Exhibit C (each, a “Mandatory Jurisdiction”) and in any other jurisdictions mutually agreed by the Parties in advance (each, an “Optional Jurisdiction”), such 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. agreement not to be unreasonably withheld, conditioned or delayed (collectively, “Licensed Patent Right Fees”), within [***] days after Ophthotech’s receipt of invoices from Archemix and/or Archemix’s outside patent counsel for Licensed Patent Right Fees; provided further, that, Ophthotech may elect not to pay such amounts with respect to (a) any particular Anti-C5 Aptamer-Specific Patent Rights in any Optional Jurisdiction upon [***] days prior written notice to Archemix and (b) any particular Anti-C5 Aptamer-Specific Patent Rights in any Mandatory Jurisdiction that are not listed on Exhibit A as of the Effective Date (subject to the next sentence of this Section 6.2) upon [***] days prior written notice to Archemix, in which event such Anti-C5 Aptamer-Specific Patent Rights shall thereafter be excluded from the Licensed Patent Rights. For purposes of clarity, the Anti-C5 Aptamer-Specific Patent Rights listed on Exhibit A as of the Effective Date shall be deemed to include, for purposes of the immediately preceding sentence of this Section 6.2, the Patent Rights listed on Exhibit A attached hereto and all divisionals, nationalization filings, continuations (excluding continuations-in-part) thereof, all reissues, reexaminations, renewals and extensions thereof, and supplementary protection certificates therefor, and all foreign equivalents of any of the foregoing filed with respect to such Patent Rights during the Term, in each case in any Mandatory Jurisdiction. In the event that Archemix determines not to file or to abandon any of the Anti-C5 Aptamer Specific Patent Rights, Archemix shall notify Ophthotech sufficiently in advance so that Ophthotech can, without any loss of rights, and Ophthotech shall have the right to file, prosecute and maintain such Patent Rights in Archemix’ name at Ophthotech’s expense. Archemix shall provide Ophthotech with a reasonable opportunity to review and comment in advance on all filings and correspondence with patent offices regarding such Anti-C5 Aptamer-Specific Patent Rights and shall consider in good faith any comments thereon that Ophthotech provides. Notwithstanding the foregoing, to the extent Anti-C5 Aptamer-Specific Patent Rights are licensed to Third Parties for use outside the Field in accordance with this Agreement and such Third Parties are obligated to reimburse Archemix for Licensed Patent Right Fees, the Parties will negotiate in good faith a proportional reduction of Ophthotech’s obligation for Licensed Patent Right Fees hereunder.

Licensed Patent Rights. ArchemixSubject to the terms of each Epizyme In-License Agreement: (i) As between the Parties, acting through patent counsel or agents of its choiceEpizyme shall have the sole right, shall be solely responsible for but not the preparationobligation, filingto Prosecute all Epizyme Combination Therapy Patent Rights, prosecution Epizyme Patent Rights, and maintenance of Epizyme Manufacturing Patent Rights (individually and collectively, the “Licensed Patent Rights; provided”) and their foreign counterparts worldwide. Hutchmed shall reimburse Epizyme, thaton a Calendar Quarter basis, Ophthotech will reimburse Archemix for all of its outOut-of-pocket and attorneys fees, expenses, official fees and all other charges accumulated on Pocket Costs incurred by Epizyme or any of its Affiliates after the Effective Date incident to in the preparation, filing, prosecution and maintenance Territory in Prosecuting the Licensed Patent Rights (for the avoidance of the Anti-C5 Aptamer-Specific Patent Rightsdoubt, including amounts paid by Epizyme after the Effective Date to any interference or opposition proceedings, Third Party counterparty under any Epizyme In-License Agreement with respect to such Third Party counterparty’s Prosecution of applicable Licensed Patent Rights in the jurisdictions set forth on Exhibit C (each, a “Mandatory Jurisdiction”) and in any other jurisdictions mutually agreed by the Parties in advance (each, an “Optional Jurisdiction”), such 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. agreement not to be unreasonably withheld, conditioned or delayed (collectively, “Licensed Patent Right Fees”Territory), within [***] days after Ophthotech’s receipt receiving an invoice therefor. (ii) Epizyme shall consult with Hutchmed on the Prosecution of invoices from Archemix and/or Archemix’s outside patent counsel for the Licensed Patent Right Fees; provided further, that, Ophthotech may elect not to pay such amounts with respect to (a) any particular Anti-C5 Aptamer-Specific Patent Rights in any Optional Jurisdiction upon the Territory, and shall take into consideration the commercial and patent strategy for Licensed Products in the Territory. Epizyme shall furnish Hutchmed with copies of each document relevant to such Prosecution in the Territory at least [***] days prior written notice (or such shorter period prior if it is not reasonably practicable to Archemix and (b) any particular Anti-C5 Aptamer-Specific Patent Rights in any Mandatory Jurisdiction that are not listed on Exhibit A as of the Effective Date (subject to the next sentence of this Section 6.2) upon provide such copies [***] days prior written notice prior) to Archemix, in which event filing such Anti-C5 Aptamer-Specific Patent Rights shall thereafter be excluded from the Licensed Patent Rights. For purposes of clarity, the Anti-C5 Aptamer-Specific Patent Rights listed on Exhibit A as of the Effective Date shall be deemed document or making any payment due thereunder to include, allow for purposes of the immediately preceding sentence of this Section 6.2, the Patent Rights listed on Exhibit A attached hereto and all divisionals, nationalization filings, continuations (excluding continuations-in-part) thereof, all reissues, reexaminations, renewals and extensions thereof, and supplementary protection certificates therefor, and all foreign equivalents of any of the foregoing filed with respect to such Patent Rights during the Term, in each case in any Mandatory Jurisdiction. In the event that Archemix determines not to file or to abandon any of the Anti-C5 Aptamer Specific Patent Rights, Archemix shall notify Ophthotech sufficiently in advance so that Ophthotech can, without any loss of rights, and Ophthotech shall have the right to file, prosecute and maintain such Patent Rights in Archemix’ name at Ophthotech’s expense. Archemix shall provide Ophthotech with a reasonable opportunity to review and comment in advance on all filings and correspondence with patent offices regarding such Anti-C5 Aptamer-Specific Patent Rights Hutchmed and shall consider in good faith timely comments from Hutchmed thereon. Epizyme shall also furnish Hutchmed with copies of all final filings and responses made to any comments thereon that Ophthotech provides. Notwithstanding patent authority in the foregoing, Territory with respect to the extent Anti-C5 Aptamer-Specific Licensed Patent Rights are licensed being Prosecuted by Epizyme in a timely manner following submission thereof. Hutchmed shall execute such documents and perform such acts as may be reasonably necessary for Epizyme to Third Parties for use outside the Field in accordance with perform its actions under this Agreement and such Third Parties are obligated to reimburse Archemix for Licensed Patent Right Fees, the Parties will negotiate in good faith a proportional reduction of Ophthotech’s obligation for Licensed Patent Right Fees hereunderSection 11.2(a).

Licensed Patent Rights. Archemix, acting through patent counsel or agents of its choice, shall be solely responsible responsible, at its sole cost and expense, for the preparation, filing, prosecution and maintenance of the Licensed Patent Rights other than the Complement-Specific Patent Rights; provided. Following the Restatement Date, thatOphthotech, acting through patent counsel or agents of its choice, shall, subject to the remainder of this Section 6.2, be solely responsible, at its sole cost and expense, to prepare, file, prosecute and maintain in Archemix’s name the Complement-Specific Patent Rights. Ophthotech will reimburse Archemix for all of its out-of-pocket and attorneys fees, expenses, official fees and all other charges accumulated on or after the Effective Date incident to the preparation, filing, prosecution and maintenance of the Anti-C5 Aptamer-Specific Patent Rights, including any interference or opposition proceedingsproceedings (such fees, collectively, “Licensed Patent Right Fees”), in the jurisdictions set forth on Exhibit C B (each, a “Mandatory Jurisdiction”) and in any other jurisdictions mutually agreed by the Parties in advance prior to the Restatement Date (each, an “Optional Jurisdiction”), such Portions of this Exhibit were omitted ) accumulated on or after the Original Agreement Date and have been filed separately with before the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. agreement not to be unreasonably withheld, conditioned or delayed (collectively, “Licensed Patent Right Fees”)Restatement Date, within [***] days after Ophthotech’s receipt of invoices from Archemix and/or Archemix’s outside patent counsel for such Licensed Patent Right Fees; provided further, that, such invoice(s) are issued within [**] days after the Restatement Date. In the event that Ophthotech determines not to file or to abandon any Complement-Specific Patent Right in any jurisdiction, Ophthotech shall notify Archemix sufficiently in advance so that Archemix can, without any loss of rights, file, prosecute and maintain such Complement-Specific Patent Right (“Abandoned Patent Right”) in Archemix’s name in such jurisdiction; provided, that, Ophthotech will reimburse Archemix for all of its Licensed Patent Right Fees on or after the date of such notice from Ophthotech incident to the preparation, filing, prosecution and maintenance of any Abandoned Patent Right that is an Anti-C5 Aptamer-Specific Patent Right, including any interference or opposition proceedings, in any Mandatory Jurisdiction or any Optional Jurisdiction, within [**] days after Ophthotech’s receipt of invoices from Archemix and/or Archemix’s outside patent counsel for such Licensed Patent Right Fees. Ophthotech may elect not to pay such amounts with respect to (a) any particular Anti-C5 Aptamer-Specific Patent Rights Right in any Optional Jurisdiction upon [***] days prior written notice to Archemix and (b) any particular Anti-C5 Aptamer-Specific Patent Rights Right in any Mandatory Jurisdiction that are not listed on Exhibit A as of the Effective Restatement Date (subject to the next sentence of this Section 6.2) upon [***] days prior written notice to Archemix, in which event such Anti-C5 Aptamer-Specific Patent Rights Right shall thereafter be excluded from the Licensed Patent Rights. For purposes of clarity, the Anti-C5 Aptamer-Specific Patent Rights listed on Exhibit A as of the Effective Restatement Date shall be deemed to include, for purposes of the immediately preceding sentence of this Section 6.2, the Patent Rights listed on Exhibit A attached hereto and all divisionals, nationalization filings, continuations (excluding continuations-in-part) thereof, all reissues, reexaminations, renewals and extensions thereof, and supplementary protection certificates therefor, and all foreign equivalents of any of the foregoing filed with respect to such Patent Rights during at any time on or after the Original Agreement Date and prior to the end of the Term, in each case in any Mandatory Jurisdiction. In the event that Archemix determines not to file or to abandon any of the Anti-C5 Aptamer Specific Patent Rights, Archemix shall notify Ophthotech sufficiently in advance so that Ophthotech can, without any loss of rights, and Ophthotech shall have the right to file, prosecute and maintain such Patent Rights in Archemix’ name at Ophthotech’s expense. Archemix shall provide Ophthotech with a reasonable opportunity to review and comment in advance on all filings and correspondence with patent offices regarding such Anti-C5 Aptamer-Specific Patent Rights and shall consider in good faith any comments thereon that Ophthotech provides. Notwithstanding the foregoing, to the extent Anti-C5 Aptamer-Specific Patent Rights are licensed to Third Parties for use outside the Field in accordance with this Agreement and such Third Parties are obligated to reimburse Archemix for Licensed Patent Right Fees, the Parties will negotiate in good faith a proportional reduction of Ophthotech’s obligation for Licensed Patent Right Fees hereunder.

Licensed Patent Rights. Archemix(i) [*] If FibroGen declines to file for, acting through prosecute, or maintain (including defending or prosecuting office actions, prosecutions or interferences) any Licensed Patent Right in the Territory, then it will give HFB reasonable notice thereof and thereafter, HFB may, upon written notice to FibroGen and at HFB’s sole cost, control the filing for, prosecution and maintenance of such Licensed Patent Right in the Territory thereafter in accordance with this Section 9.3(e)(i) (Licensed Technology), mutatis mutandis. (ii) No later than [*], HFB will (A) provide FibroGen, [*], with electronic copies of documents (including file histories and then current dockets) for the applicable Licensed Patent Rights that are in the file maintained by HFB’s in-house or outside patent counsel for such Patent Rights in the Territory or agents otherwise available to HFB, including any communications, filings and drafts as well as written notice of its choiceany pending deadlines or communications for such Licensed Patent Rights (provided, shall be solely responsible for however, that HFB will provide notice of pending deadlines as promptly as possible after the preparationEffective Date so as to ensure adequate time and coordination with respect to such deadlines), and (B) execute and deliver any legal papers reasonably requested by FibroGen to effectuate transfer of control of the filing, prosecution, and maintenance of the Licensed Patent Rights in the Territory. In the event HFB assumes control of the preparation of, filing for, and prosecution and maintenance (including the defense of any oppositions, interferences, reissue [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would likely cause competitive harm to the company if publicly disclosed. proceedings, re-examinations and other post-grant proceedings originating in a patent office) in the Territory with respect to any Licensed Patent Rights pursuant to Section 9.3(e)(i) (Licensed Patent Rights), then FibroGen will (1) provide HFB with electronic copies of any relevant communications, filings, drafts, and documents not previously provided to HFB as well as written notice of any pending deadlines or communications applicable thereto (including file histories and then current dockets), and (2) execute and deliver any legal papers reasonably requested by HFB to effectuate transfer of control of the filing, prosecution, and maintenance of such Licensed Patent Rights. (iii) Each Party will reasonably cooperate with the other Party in the filing, prosecution, defense, and maintenance of the Licensed Patent Rights; provided. Such cooperation includes promptly executing all documents, thatrequiring inventors to be reasonably available to discuss and review applications and other filings, Ophthotech will reimburse Archemix for all and requiring inventors, subcontractors, employees and consultants and agents of such Party and any of its out-of-pocket Affiliates, and attorneys feesfor the prosecuting Party and any of its Affiliates and Sublicensees (with respect to FibroGen), expensesto execute all documents, official fees as reasonable and all other charges accumulated on or after appropriate so as to enable the Effective Date incident to the preparation, filing, prosecution and maintenance of the Anti-C5 Aptamer-Specific Patent Rights, including any interference or opposition proceedings, in the jurisdictions set forth on Exhibit C (each, a “Mandatory Jurisdiction”) and in any other jurisdictions mutually agreed by the Parties in advance (each, an “Optional Jurisdiction”), such 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. agreement not to be unreasonably withheld, conditioned or delayed (collectively, “Licensed Patent Right Fees”), within [***] days after Ophthotech’s receipt of invoices from Archemix and/or Archemix’s outside patent counsel for Licensed Patent Right Fees; provided further, that, Ophthotech may elect not to pay such amounts with respect to (a) any particular Anti-C5 Aptamer-Specific Patent Rights in any Optional Jurisdiction upon [***] days prior written notice to Archemix and (b) any particular Anti-C5 Aptamer-Specific Patent Rights in any Mandatory Jurisdiction that are not listed on Exhibit A as of the Effective Date (subject to the next sentence of this Section 6.2) upon [***] days prior written notice to Archemix, in which event such Anti-C5 Aptamer-Specific Patent Rights shall thereafter be excluded from the Licensed Patent Rights. For purposes of clarity, the Anti-C5 Aptamer-Specific Patent Rights listed on Exhibit A as of the Effective Date shall be deemed to include, for purposes of the immediately preceding sentence of this Section 6.2, the Patent Rights listed on Exhibit A attached hereto and all divisionals, nationalization filings, continuations (excluding continuations-in-part) thereof, all reissues, reexaminations, renewals and extensions thereof, and supplementary protection certificates therefor, and all foreign equivalents of any of the foregoing filed with respect to such Patent Rights during the Term, in each case in any Mandatory Jurisdiction. In the event that Archemix determines not to file or to abandon any of the Anti-C5 Aptamer Specific Patent Rights, Archemix shall notify Ophthotech sufficiently in advance so that Ophthotech can, without any loss of rights, and Ophthotech shall have the right to file, prosecute and maintain such Patent Rights in Archemix’ name at Ophthotech’s expense. Archemix shall provide Ophthotech with a reasonable opportunity to review and comment in advance on all filings and correspondence with patent offices regarding such Anti-C5 Aptamer-Specific Patent Rights and shall consider in good faith any comments thereon that Ophthotech provides. Notwithstanding the foregoing, to the extent Anti-C5 Aptamer-Specific Patent Rights are licensed to Third Parties for use outside the Field in accordance with this Agreement and such Third Parties are obligated to reimburse Archemix for Licensed Patent Right Fees, the Parties will negotiate in good faith a proportional reduction of Ophthotech’s obligation for Licensed Patent Right Fees hereunder.

Licensed Patent Rights. Archemix, acting through patent counsel or agents of its choice, shall be solely responsible responsible, at its sole cost and expense, for the preparation, filing, prosecution and maintenance of the Licensed Patent Rights other than the Anti-PDGF Aptamer-Specific Patent Rights; provided. Following the Restatement Date, thatOphthotech, acting through patent counsel or agents of its choice, shall, subject to the remainder of this Section 6.2, be solely responsible, at its sole cost and expense, to prepare, file, prosecute and maintain in Archemix’s name the Anti-PDGF Aptamer-Specific Patent Rights. Ophthotech will reimburse Archemix for all of its out-of-pocket and attorneys fees, expenses, official fees and all other charges accumulated on or after the Effective Date incident to the preparation, filing, prosecution and maintenance of the Anti-C5 PDGF Aptamer-Specific Patent Rights, including any interference or opposition proceedingsproceedings (such fees, collectively, “Licensed Patent Right Fees”), in the jurisdictions set forth on Exhibit C B (each, a “Mandatory Jurisdiction”) and in any other jurisdictions mutually agreed by the Parties in advance prior to the Restatement Date (each, an “Optional Jurisdiction”), such Portions of this Exhibit were omitted ) accumulated on or after the Original Agreement Date and have been filed separately with before the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. agreement not to be unreasonably withheld, conditioned or delayed (collectively, “Licensed Patent Right Fees”)Restatement Date, within [***] days after Ophthotech’s receipt of invoices from Archemix and/or Archemix’s outside patent counsel for such Licensed Patent Right Fees; provided further, that, such invoice(s) are issued within [**] days after the Restatement Date. In the event that Ophthotech determines not to file or to abandon any Anti-PDGF Aptamer-Specific Patent Right in any jurisdiction, Ophthotech shall notify Archemix sufficiently in advance so that Archemix can, without any loss of rights, file, prosecute and maintain such Anti-PDGF Aptamer-Specific Patent Right (“Abandoned Patent Right”) in Archemix’s name in such jurisdiction; provided, that, Ophthotech will reimburse Archemix for all of its Licensed Patent Right Fees on or after the date of such notice from Ophthotech incident to the preparation, filing, prosecution and maintenance of any such Abandoned Patent Right, including any interference or opposition proceedings, in any Mandatory Jurisdiction or any Optional Jurisdiction, within [**] days after Ophthotech’s receipt of invoices from Archemix and/or Archemix’s outside patent counsel for such Licensed Patent Right Fees. Ophthotech may elect not to pay such amounts with respect to (a) any particular Anti-C5 PDGF Aptamer-Specific Patent Rights Right in any Optional Jurisdiction upon [***] days prior written notice to Archemix and (b) any particular Anti-C5 PDGF Aptamer-Specific Patent Rights Right in any Mandatory Jurisdiction that are not listed on Exhibit A as of the Effective Restatement Date (subject to the next sentence of this Section 6.2) upon [***] days prior written notice to Archemix, in which event such Anti-C5 PDGF Aptamer-Specific Patent Rights Right shall thereafter be excluded from the Licensed Patent Rights. For purposes of clarity, the Anti-C5 PDGF Aptamer-Specific Patent Rights listed on Exhibit A as of the Effective Restatement Date shall be deemed to include, for purposes of the immediately preceding sentence of this Section 6.2, the Patent Rights listed on Exhibit A attached hereto and all divisionals, nationalization filings, continuations (excluding continuations-in-part) thereof, all reissues, reexaminations, renewals and extensions thereof, and supplementary protection certificates therefor, and all foreign equivalents of any of the foregoing filed with respect to such Patent Rights during at any time on or after the Original Agreement Date and prior to the end of the Term, in each case in any Mandatory Jurisdiction. In the event that Archemix determines not to file or to abandon any of the Anti-C5 Aptamer Specific Patent Rights, Archemix shall notify Ophthotech sufficiently in advance so that Ophthotech can, without any loss of rights, and Ophthotech shall have the right to file, prosecute and maintain such Patent Rights in Archemix’ name at Ophthotech’s expense. Archemix shall provide Ophthotech with a reasonable opportunity to review and comment in advance on all filings and correspondence with patent offices regarding such Anti-C5 Aptamer-Specific Patent Rights and shall consider in good faith any comments thereon that Ophthotech provides. Notwithstanding the foregoing, to the extent Anti-C5 Aptamer-Specific Patent Rights are licensed to Third Parties for use outside the Field in accordance with this Agreement and such Third Parties are obligated to reimburse Archemix for Licensed Patent Right Fees, the Parties will negotiate in good faith a proportional reduction of Ophthotech’s obligation for Licensed Patent Right Fees hereunder.