Common use of Patent Applications Clause in Contracts

Patent Applications. (a) The Company shall have initial responsibility for deciding whether and how to file, or continue prosecution of, any U.S. patent application, or to maintain any U.S. patent application or patent regarding the Technology or any Improvement. If the Company decides to take such actions: (i) The Company will pay all costs incurred after the Effective Date incident to the U.S. patent applications, patents and like protection regarding the Technology and any Improvement, including all costs incurred for filing, prosecution, issuance and maintenance fees; as well as any costs incurred in filing continuations, continuations in-part, divisionals or related applications and any re-examination or reissue proceedings. (ii) The Company will, at its expense (for costs incurred after the Effective Date), prosecute with good faith and due diligence all U.S. patent applications and take all actions necessary to maintain and enforce the Patent Rights and propriety rights in and to the Technology and any Improvement in respect of any U.S. patent application or U.S. patents included therein. (b) The Company shall have initial responsibility for deciding whether and how to file, or continue prosecution of, any foreign patent application, or to maintain any foreign patent application or patent regarding the Technology or any Improvement. If the Company decides to take such actions: (i) The Company will pay all costs incurred after the Effective Date incident to the foreign patent applications, patents and like protection regarding the Technology and any Improvement, including all costs incurred for filing, prosecution, issuance and maintenance fees, as well as any costs incurred in filing continuations, continuations in-part, divisionals or related applications and any re-examination or reissue proceedings. (ii) The Company will, at its expense (for costs incurred after the Effective Date), prosecute with good faith and due diligence all foreign patent applications and take all actions necessary to maintain and enforce the Patent Rights and proprietary rights in and to the Technology and any Improvement in respect of any foreign patent application or patent including therein. (iii) The Company will, at its expense (for costs incurred after the Effective Date), prepare and dispatch for foreign filings within such period of time as will result in the applications of the “one year conviction” as to retroactive filing date proper applications for foreign letters patent regarding the Technology and any Improvement. (c) The Company shall timely notify Baylor in writing of the Company’s decision to file any patent application regarding the Technology or any Improvement, or to abandon the prosecution of any patent application or patent regarding the Technology or any Improvement. Baylor shall timely notify the Company in writing in the event that Baylor determines that the Company should file any U.S. applications or continue said prosecution or maintenance of such patent application or patents. If the Company does not timely notify Baylor that the Company will do so, then Baylor may file any U.S. applications or continue said prosecution or maintenance of such patent application or patents at Baylor’s expense, provided, however, that Baylor shall likewise notify the Company in writing of its decision to do so, as well as its decision to abandon any such application or patent. In the event Baylor does make any such filing or continues such prosecution or maintenance, pursuant to the provisions of this Section, the Company shall lose and forfeit the rights granted to it hereunder in respect to the Technology or any such Improvement in the United States attributable to such patent applications or patents. (d) The Company shall timely notify Baylor in writing of the filing of the Company’s decision to file any foreign patent applications regarding the Technology or any Improvement, or to continue prosecution of a patent application to issuance or to maintain any foreign patent application or patent or to abandon the prosecution of any such patent application or patent regarding the Technology or any Improvement. Baylor shall timely notify the Company in writing in the event that Baylor determines that the Company should file any foreign patent applications or continue said prosecution or maintenance of such patent application or patents. If the Company does not timely notify Baylor that the Company will do so, then Baylor may file any foreign applications or continue said prosecution or maintenance of such patent application or patents at Baylor’s expense, provided, however, that Baylor shall likewise notify the Company in writing of its decision to do so, as well as its decision to abandon any such application or patent.. In the event Baylor does make any such filing or continues such prosecution or maintenance, pursuant to the provisions of this Section, the Company shall lose and forfeit the rights granted to it hereunder in respect to the Technology or any such Improvement in any such foreign jurisdiction attributable to such patent applications or patents. (e) Each of the parties hereto agrees to cooperate with the other parties to whatever extent is reasonably necessary to procure patent protection of any rights regarding the Technology and any Improvement, including fully agreeing to execute any and all documents to give the Company the full benefit of the licenses granted herein.

Patent Applications. (a) The Company shall have initial responsibility for deciding whether and how to file, or continue prosecution of, any U.S. patent application, or to maintain any U.S. patent application or patent regarding the Technology or any Improvement. If the Company decides to take such actions: (i) The Company will pay all costs incurred after the Effective Date incident to the U.S. patent applications, patents and like protection regarding the Technology and any Improvement, including all costs incurred for filing, prosecution, issuance and maintenance fees; , as well as any costs incurred in filing continuations, continuations in-part, divisionals or related applications and any re-examination or reissue proceedings. (ii) The Company will, at its expense (for costs incurred after the Effective Date), prosecute with good faith and due diligence all U.S. patent applications and take all actions necessary to maintain and enforce the Patent Rights and propriety rights in and to the Technology and any Improvement in respect of any U.S. patent application or U.S. patents included therein. (b) The Company shall have initial responsibility for deciding whether and how to file, or continue prosecution of, any foreign patent application, or to maintain any foreign patent application or patent regarding the Technology or any Improvement. If the Company decides to take such actions: (i) The Company will pay all costs incurred after the Effective Date incident to the foreign patent applications, patents and like protection regarding the Technology and any Improvement, including all costs incurred for filing, prosecution, issuance and maintenance fees, as well as any costs incurred in filing continuations, continuations in-part, divisionals or related applications and any re-examination or reissue proceedings. (ii) The Company will, at its expense (for costs incurred after the Effective Date), prosecute with good faith and due diligence all foreign patent applications and take all actions necessary to maintain and enforce the Patent Rights and proprietary rights in and to the Technology and any Improvement in respect of any foreign patent application or patent including therein. (iii) The Company will, at its expense (for costs incurred after the Effective Date), prepare and dispatch for foreign filings within such period of time as will result in the applications of the “one year conviction” as to retroactive filing date proper applications for foreign letters patent regarding the Technology and any Improvement. (c) The Company shall timely notify Baylor in writing of the Company’s decision to file any patent application regarding the Technology or any Improvement, or to abandon the prosecution of any patent application or patent regarding the Technology or any Improvement. Baylor shall timely notify the Company in writing in the event that Baylor determines that the Company should file any U.S. applications or continue said prosecution or maintenance of such patent application or patents. If the Company does not timely notify Baylor that the Company will do so, then Baylor may file any U.S. applications or continue said prosecution or maintenance of such patent application or patents at Baylor’s expense, provided, however, that Baylor shall likewise notify the Company in writing of its decision to do so, as well as its decision to abandon any such application or patent. In the event Baylor does make any such filing or continues such prosecution or maintenance, pursuant to the provisions of this Section, the Company shall lose and forfeit the rights granted to it hereunder in respect to the Technology or any such Improvement in the United States attributable to such patent applications or patents. (d) The Company shall timely notify Baylor in writing of the filing of the Company’s decision to file any foreign patent applications regarding the Technology or any Improvement, or to continue prosecution of a patent application to issuance or to maintain any foreign patent application or patent or to abandon the prosecution of any such patent application or patent regarding the Technology or any Improvement. Baylor shall timely notify the Company in writing in the event that Baylor determines that the Company should file any foreign patent applications or continue said prosecution or maintenance of such patent application or patents. If the Company does not timely notify Baylor that the Company will do so, then Baylor may file any foreign applications or continue said prosecution or maintenance of such patent application or patents at Baylor’s expense, provided, however, that Baylor shall likewise notify the Company in writing of its decision to do so, as well as its decision to abandon any such application or patent.. . In the event Baylor does make any such filing or continues such prosecution or maintenance, pursuant to the provisions of this Section, the Company shall lose and forfeit the rights granted to it hereunder in respect to the Technology or any such Improvement in any such foreign jurisdiction attributable to such patent applications or patents. (e) Each of the parties hereto agrees to cooperate with the other parties to whatever extent is reasonably necessary to procure patent protection of any rights regarding the Technology and any Improvement, including fully agreeing to execute any and all documents to give the Company the full benefit of the licenses granted herein.

Patent Applications. (a) The Company shall have initial responsibility for deciding whether and how to file, or continue prosecution of, any U.S. patent application, or to maintain any U.S. patent application or patent regarding the Technology or any Improvement. If the Company decides to take such actions: (i) The Company will pay all costs incurred after the Effective Date incident to the U.S. patent applications, patents and like protection regarding the Technology and any Improvement, including all costs incurred for filing, prosecution, issuance and maintenance fees; , as well as any costs incurred in filing continuations, continuations in-part, divisionals or related applications and any re-examination or reissue proceedings. (ii) The Company will, at its expense (for costs incurred after the Effective Date), prosecute with good faith and due diligence all U.S. patent applications and take all actions necessary to maintain and enforce the Patent Rights and propriety rights in and to the Technology and any Improvement in respect of any U.S. patent application or U.S. patents included therein. (b) The Company shall have initial responsibility for deciding whether and how to file, or continue prosecution of, any foreign patent application, or to maintain any foreign patent application or patent regarding the Technology or any Improvement. If the Company decides to take such actions: (i) The Company will pay all costs incurred after the Effective Date incident -incident to the foreign patent applications, patents and like protection regarding the Technology and any Improvement, including all costs incurred for filing, prosecution, issuance and maintenance fees, as well as any costs incurred in filing continuations, continuations in-part, divisionals divisional or related applications and any re-examination or reissue proceedings. (ii) The Company will, at its expense (for costs incurred after the Effective Date), prosecute with good faith and due diligence all foreign patent applications and take all actions necessary to maintain and enforce the Patent Rights and proprietary rights in and to the Technology and any Improvement in respect of any foreign patent application or patent including therein. (iii) The Company will, at its expense (for costs incurred after the Effective Date), prepare and dispatch for foreign filings within such period of time as will result in the applications of the “one year conviction” as to retroactive filing date proper applications for foreign letters patent regarding the Technology and any Improvement. (c) The Company shall timely notify Baylor in writing of the Company’s decision to file any patent application regarding the Technology or any Improvement, or to abandon the prosecution of any patent application or patent regarding the Technology or any Improvement. Baylor shall timely notify the Company in writing in the event that Baylor determines that the Company should file any U.S. applications or continue said prosecution or maintenance of such patent application or patents. If the Company does not timely notify Baylor that the Company will do so, then Baylor may file any U.S. applications or continue said prosecution or maintenance of such patent application or patents at Baylor’s expense, provided, however, that Baylor shall likewise notify the Company in writing of its decision to do so, as well as its decision to abandon any such application or patent. In the event Baylor does make any such filing or continues such prosecution or maintenance, pursuant to the provisions of this Section, the Company shall lose and forfeit the rights granted to it hereunder in respect to the Technology or any such Improvement in the United States attributable to such patent applications or patents. (d) The Company shall timely notify Baylor in writing of the filing of the Company’s decision to file any foreign patent applications regarding the Technology or any Improvement, or to continue prosecution of a patent application to issuance or to maintain any foreign patent application or patent or to abandon the prosecution of any such patent application or patent regarding the Technology or any Improvement. Baylor shall timely notify the Company in writing in the event that Baylor determines that the Company should file any foreign patent applications or continue said prosecution or maintenance of such patent application or patents. If the Company does not timely notify Baylor that the Company will do so, then Baylor may file any foreign applications or continue said prosecution or maintenance of such patent application or patents at Baylor’s expense, provided, however, that Baylor shall likewise notify the Company in writing of its decision to do so, as well as its decision to abandon any such application or patent.. . In the event Baylor does make any such filing or continues such prosecution or maintenance, pursuant to the provisions of this Section, the Company shall lose and forfeit the rights granted to it hereunder in respect to the Technology or any such Improvement in any such foreign jurisdiction attributable to such patent applications or patents. (e) Each of the parties hereto agrees to cooperate with the other parties to whatever extent is reasonably necessary to procure patent protection of any rights regarding the Technology and any Improvement, including fully agreeing to execute any and all documents to give the Company the full benefit of the licenses granted herein.