Common use of Patent Abandonment Clause in Contracts

Patent Abandonment. In no event will either Party permit [***] to be abandoned in any country in the Territory, or elect not to file a new Patent application claiming priority to a Patent application within [***] either [***], without the other Party first being given an opportunity to assume full responsibility for the continued prosecution and maintenance of such Patents, or the filing of such new Patent application. Each Party shall provide the other Party with notice of the allowance and expected issuance date of any Patent within such Patents, and any of the aforementioned filing deadlines, and such Party shall provide such other Party with prompt notice as to whether it desires to file such new Patent application. In the event that a Party responsible for the filing, prosecution and maintenance of Patents under Section 11.2.1, 11.2.2, or 11.2.3 (the “Filing Party”) decides either (a) not to continue the prosecution or maintenance of a Patent application or Patent in any country or (b) not to file a new Patent application requested to be filed by the other Party (the “Non-Filing Party”), the Filing Party shall provide the Non-Filing Party with notice of this decision at least [***] prior to any pending lapse or abandonment thereof. In such event, the Filing Party shall provide the Non-Filing Party with an opportunity to assume responsibility, at the Non-Filing Party’s own cost and expense of the filing and/or further prosecution and maintenance of such Patents or Patent applications and any Patent issuing thereon; provided that any and all prosecution activities by the Non-Filing Party will require the Filing Party’s review and prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. In the event that the Non-Filing Party assumes such responsibility for such filing, prosecution and maintenance costs, the Non-Filing Party shall have the right to transfer the responsibility for such filing, prosecution and maintenance of such Patent applications and Patents to patent counsel selected by the Non-Filing Party and reasonably acceptable to the Filing Party. Such Patent applications and Patents shall otherwise continue to be subject to all of the terms and conditions of the Agreement in the same manner and to the same extent as the other such Patents.

Patent Abandonment. In no event will either (a) Idera, with respect to Licensed Patents subject to Section 6.3.1(b) or Joint Patent Rights for which it is the Prosecuting Party under Section 6.3.2, or (b) Vivelix, with respect to Licensed Patents subject to Section 6.3.1(a), Licensed Patents for which it is the Filing Party under Section 6.3.1(d) or Joint Patent Rights for which it is the Prosecuting Party under Section 6.3.2, permit [***] such Patent Rights to be abandoned in any country in which such Patent Rights have been filed in the Territory, or elect not to file without filing a new Patent patent application directed to the subject matter of the to-be-abandoned application and claiming priority to a Patent patent application within [***] either [***], such Patent Rights without the other Non-Prosecuting Party or Non-Filing Party, as the case may be, first being given an opportunity to assume full responsibility for the continued prosecution and maintenance of such Patents, Patent Rights. If a Prosecuting Party or the filing of such new Patent application. Each Party shall provide the other Party with notice of the allowance and expected issuance date of any Patent within such Patents, and any of the aforementioned filing deadlines, and such Party shall provide such other Party with prompt notice as to whether it desires to file such new Patent application. In the event that a Party responsible for the filing, prosecution and maintenance of Patents under Section 11.2.1, 11.2.2, or 11.2.3 (the “Filing Party”) , as the case may be, decides either (a) not to continue the prosecution or maintenance of a Patent patent application or Patent patent in any country country, the Prosecuting Party or (b) not to file a new Patent application requested to be filed by Filing Party, as the other case may be, will provide the Non-Prosecuting Party (the “or Non-Filing Party”), as the Filing Party shall provide the Non-Filing Party case may be, with written notice of this decision at least [***] thirty (30) days prior to any pending lapse or abandonment thereof. In such event, the Prosecuting Party or Filing Party shall Party, as the case may be, will provide the Non-Prosecuting Party or Non-Filing Party Party, as the case may be, with an opportunity to assume responsibility, at the Non-Prosecuting Party’s or Non-Filing Party’s ’s, as the case may be, own cost and expense of the filing and/or or further prosecution and maintenance of such Patents patents or Patent patent applications and any Patent patent issuing thereon; provided that any and all prosecution activities by the Non-Prosecuting Party or Non-Filing Party Party, as the case may be, will require the Prosecuting Party’s or Filing Party’s ’s, as the case may be, review and prior written consent, which consent shall will not be unreasonably withheld, delayed or conditioned. In the event that If the Non-Prosecuting Party or Non-Filing Party Party, as the case may be, assumes such responsibility for such filing, prosecution and maintenance costs, the Non-Prosecuting Party or Non-Filing Party shall Party, as the case may be, will have the right to transfer the responsibility for such filing, prosecution and maintenance of such Patent patent applications and Patents patents to patent counsel selected by the Non-Prosecuting Party or Non-Filing Party Party, as the case may be, and reasonably acceptable to the Prosecuting Party or Non-Filing Party. Such Patent applications and Patents shall otherwise continue to be subject to all of the terms and conditions of the Agreement in the same manner and to the same extent , as the case may be. In the case of Vivelix as the Non-Filing Party, Vivelix shall not prosecute such Patent Rights within the Licensed Patents with respect to any claims other such Patentsthan those claims specifically Covering a Product or Compound.

Patent Abandonment. In no event will either the Party responsible for filing, prosecution and maintenance of particular EPIX Patents under Section 10.2 (in each case, the "Responsible Party") permit [***] such patents to be abandoned in any country in the Territory, or elect not to file a new Patent patent application claiming priority to a Patent patent application within [***] such EPIX Patents either [***]before such patent application's issuance or within the time period required for the filing of an international (i.e., Patent Cooperation Treaty), regional (including European Patent Office) or national application, without the other Party first being given an opportunity to assume full responsibility for the continued prosecution and maintenance of such EPIX Patents, or the filing of such new Patent patent application. Each Accordingly, the Responsible Party shall provide the other Party with notice of the allowance and expected issuance date of any Patent patent within such the EPIX Patents, and any of the aforementioned filing deadlines, and such Party shall provide such other the Responsible Party with prompt notice as to whether it desires the Responsible Party to file such new Patent patent application. In the event that a the Responsible Party responsible for the filing, prosecution and maintenance of Patents under Section 11.2.1, 11.2.2, or 11.2.3 (the “Filing Party”) decides either (ai) not to continue the prosecution or maintenance of a Patent patent application or Patent patent within EPIX Patents in any country or (bii) not to file a such new Patent patent application requested to be filed by the other Party (the “Non-Filing Party”), the Filing Responsible Party shall provide the Non-Filing such Party with notice of this decision at least [***] thirty (30) days prior to any pending lapse or abandonment thereof. In such event, the Filing Responsible Party shall provide the Non-Filing other Party with an opportunity to assume responsibility, at the Non-Filing Party’s own cost and expense of responsibility for all costs reasonably associated with the filing and/or further prosecution and maintenance of such Patents or Patent applications patent application and any Patent patent issuing thereon; provided that any and all prosecution activities by thereon (such filing to occur prior to the Non-Filing Party will require issuance of the Filing Party’s review and prior written consentpatent to which the application claims priority or expiration of the applicable filing deadline, which consent shall not be unreasonably withheld, delayed or conditionedas set forth above). In the event that the Non-Filing such other Party assumes such responsibility for such filing, prosecution and maintenance costs, the Non-Filing such other Party shall have the right to transfer the responsibility for such filing, prosecution and maintenance of such Patent patent applications and Patents patents to patent counsel selected by the Non-Filing Party it and reasonably acceptable to the Filing Responsible Party. Such Patent In such case, Section 10.2 shall apply to such patent applications and Patents patents except that the role of the Parties shall be reversed. Such patent applications and patents shall otherwise continue to be subject to all of the 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 24B-2 OF THE EXCHANGE ACT; [*] DENOTES OMISSIONS. terms and conditions of the Agreement in the same manner and to the same extent as the other such EPIX Patents.