Common use of Patent Filings Clause in Contracts

Patent Filings. The University will, using patent attorneys selected by it, use commercially reasonable efforts to apply for, seek issuance of and maintain the Patent Rights during the Term in the United States and such other countries as are agreed to by the Parties in writing or as Licensee may request in writing; provided that: (a) Licensee will cooperate with the University in such filing, prosecution and maintenance; and (b) Licensee will be given at least [***] to advise and comment upon such filings and actions as are undertaken by the University and further provided that in all cases University retains the absolute right to make all decisions with respect to preparation, filing, prosecution and maintenance. The University shall direct its patent counsel to: a) provide Licensee with a copy of the application or other filing as filed, together with notice of its filing date and serial number when available; and b) provide to Licensee copies of all communications between patent counsel and any foreign associates responsible for the filing, prosecution and/or maintenance of any foreign Patent Rights. The University may, in its discretion, decline to apply for, prosecute or maintain any Patent Rights in any country, but will give timely notice to Licensee of any such determination, whereupon Licensee may undertake such action, in the name and on behalf of the University, at Licensee’s own expense. The University agrees to cooperate with Licensee as reasonably necessary to permit Licensee to be able to file, prosecute or maintain any Patent Rights in those countries that the University declines to undertake action. Licensee further acknowledges and agrees that University may file for and obtain patent protection in countries that are not of interest to Licensee (the “Unfunded Countries”) but which are of interest to either the University or other licensee(s) of University whose license(s) is/are in a field of use that differs from the Field of Use. In such case, if Xxxxxxxx has elected to not reimburse University for Patent Costs associated with the Unfunded Countries as set forth in Section 6.06, below, said Unfunded Countries are [***] removed from the Territory under this Agreement for the remainder of the Term.

Patent Filings. The University will, using patent attorneys selected by it, use commercially reasonable efforts to apply for, seek issuance of and maintain the Patent Rights during the Term in the United States and such other countries as are agreed to by the Parties in writing or as Licensee may request in writing; provided that: (a) Licensee will cooperate with the University in such filing, prosecution and maintenance; and (b) Licensee will be given at least [***] to advise and comment upon such filings and actions as are undertaken by the University and further provided that in all cases University retains the absolute right to make all decisions with respect to preparation, filing, prosecution and maintenance. The University shall direct its patent counsel to: a) provide Licensee with a copy of the application or other filing as filed, together with notice of its filing date and serial number when available; and b) provide to Licensee copies of all communications between patent counsel and any foreign associates responsible for the filing, prosecution and/or maintenance of any foreign Patent Rights. The University may, in its discretion, decline to apply for, prosecute or maintain any Patent Rights in any country, but will give timely notice to Licensee of any such determination, whereupon Licensee may undertake such action, in the name and on behalf of the University, at Licensee’s own expense. The University agrees to cooperate with Licensee as reasonably necessary to permit Licensee to be able to file, prosecute or maintain any Patent Rights in those countries that the University declines to undertake actionaction (“Declined Patent Rights”). Should Licensee proceed to maintain Declined Patent Rights, Licensee agrees to provide notice to University at least [***] in advance of any subsequent decision to abandon said Declined Patent Rights. Licensee further acknowledges and agrees that University may file for and obtain patent protection in countries that are not of interest to Licensee (the “Unfunded Countries”) but which are of interest to either the University or other licensee(s) of University whose license(s) is/are in a field of use that differs from the Field of Use. In such case, if Xxxxxxxx has elected to not reimburse University for Patent Costs associated with the Unfunded Countries as set forth in Section 6.06, below, said Unfunded Countries are [***] removed from the Territory under this Agreement for the remainder of the Term.

Patent Filings. The University will, using patent attorneys selected by it, use commercially reasonable efforts to apply for, seek issuance of and maintain the Patent Rights during the Term in the United States and such other countries as are agreed to by the Parties in writing or as Licensee may request in writing; provided that: (a) Licensee will cooperate with the University in such filing, prosecution and maintenance; and (b) Licensee will be given at least [***] thirty (30) days to advise and comment upon such filings and actions as are undertaken by the University and further provided that in all cases University retains the absolute right to make all decisions with respect to preparation, filing, prosecution and maintenance. The University shall direct its patent counsel to: a) provide Licensee with a copy of the application or other filing as filed, together with notice of its filing date and serial number when available; and b) provide to Licensee copies of all communications between patent counsel and any foreign associates responsible for the filing, prosecution and/or maintenance of any foreign Patent Rights. The University may, in its discretion, decline to apply for, prosecute or maintain any Patent Rights in any country, but will give timely notice to Licensee of any such determination, whereupon Licensee may undertake such action, in the name and on behalf of the University, at Licensee’s own expense. The University agrees to cooperate with Licensee as reasonably necessary to permit Licensee to be able to file, prosecute or maintain any Patent Rights in those countries that the University declines to undertake action. Licensee further acknowledges and agrees that University may file for and obtain patent protection in countries that are not of interest to Licensee (the “Unfunded Countries”) but for which are another of interest to either the University or other licensee(s) of University whose license(s) is/are University’s Licensees in a field of use that differs from the Field of UseUse has interest. In such case, if Xxxxxxxx has elected to not reimburse University for Patent Costs associated with the Unfunded Countries as set forth in Section 6.066.05, below, said Unfunded Countries are [***] immediately removed from the Territory under this Agreement for the remainder of the Term.

Patent Filings. The University will, using patent attorneys selected by it, use commercially reasonable efforts to apply for, seek issuance of and maintain the Patent Rights during the Term in the United States and such other countries as are agreed to by the Parties in writing or as Licensee may request in writing; provided that: (a) Licensee will cooperate with the University in such filing, prosecution and maintenance; and (b) Licensee will be given at least [***] thirty (30) days to advise and comment upon such filings and actions as are undertaken by the University and further provided that in all cases University retains the absolute right to make all decisions with respect to preparation, filing, prosecution and maintenance. The University shall direct its patent counsel to: a) provide Licensee with a copy of the application or other filing as filed, together with notice of its filing date and serial number when available; and b) provide to Licensee copies of all communications between patent counsel and any foreign associates responsible for the filing, prosecution and/or maintenance of any foreign Patent Rights. The University may, in its discretion, decline to apply for, prosecute or maintain any Patent Rights in any country, but will give timely notice to Licensee of any such determination, whereupon Licensee may undertake such action, in the name and on behalf of the University, at Licensee’s own expense. The University agrees to cooperate with Licensee as reasonably necessary to permit Licensee to be able to file, prosecute or maintain any Patent Rights in those countries that the University declines to undertake action. Licensee further acknowledges and agrees that University may file for and obtain patent protection in countries that are not of interest to Licensee (the “Unfunded Countries”) but for which are another of interest to either the University or other licensee(s) of University whose license(s) is/are University’s Licensees in a field of use that differs from the Field of UseUse has interest. In such case, if Xxxxxxxx Licensee has elected to not reimburse University for Patent Costs associated with the Unfunded Countries as set forth in Section 6.066.05, below, said Unfunded Countries are [***] immediately removed from the Territory under this Agreement for the remainder of the Term.

Patent Filings. The University will, using patent attorneys selected by it, use commercially reasonable efforts to apply for, seek issuance of and maintain the Patent Rights during the Term in the United States and such other countries as are agreed to by the Parties in writing or as Licensee may request in writing; provided that: ​ (a) Licensee will cooperate with Company shall control the University in filing, prosecution and maintenance of all Patents on Company Technology at its sole expense, which expense shall be included as part of Company’s contribution to the Research Project and not payable or reimbursable by Foundation; provided, that Foundation shall have reasonable rights of comment and consultation on all such filing, prosecution and maintenancemaintenance activities; and provided further that with respect to initial filings claiming the composition of matter, method of use, or process for manufacturing small molecules, Foundation’s review shall be confined to specific individuals reasonably acceptable to Company. ​ (b) Licensee will Subject to the prior written consent of Foundation, such consent not to be given at least [***] to advise and comment upon such filings and actions as are undertaken by unreasonably withheld, delayed or conditioned, Company shall have the University and further provided that in all cases University retains the absolute right to make all decisions disclose, in connection with respect to preparation, filing, prosecution and maintenance. The University shall direct its patent counsel to: a) provide Licensee with a copy of the application or other filing as filed, together with notice of its filing date and serial number when available; and b) provide to Licensee copies of all communications between patent counsel and any foreign associates responsible for the filing, prosecution and/or or maintenance of any foreign Patent Rights. The University mayPatents on Company Technology filed by it pursuant to this Agreement, in its discretion, decline any Confidential Information to apply for, prosecute or maintain any Patent Rights in any country, but will give timely notice to Licensee of any such determination, whereupon Licensee may undertake such action, in the name and on behalf of the University, at Licensee’s own expense. The University agrees to cooperate with Licensee as extent reasonably necessary to permit Licensee support and enable the claims of any application with respect to such Patents, or to maintain or enforce any such issued Patents. If, with respect to a specific filing or other document to be able submitted to filea governmental or quasi-governmental authority in connection with an issued Patent or application for a Patent, prosecute Foundation has reviewed and commented on such filing or maintain any Patent Rights in those countries that the University declines document pursuant to undertake action. Licensee further acknowledges and agrees that University may file for and obtain patent protection in countries that are not of interest to Licensee (the “Unfunded Countries”) but which are of interest to either the University or other licensee(sSection 6.2(a) of University whose license(sthe Agreement and raised no objections to the use of Confidential Information, then such consent will be deemed to have been granted for such filing or document. ​ (c) is/are in a field Notwithstanding the foregoing Sections 6.2(a) and 6.2(b) of use that differs from the Field of Use. In such caseAgreement, if Xxxxxxxx has elected Company grants the Reversionary License to not reimburse University Foundation pursuant to Section 6.1(c)(2) of the Agreement with respect to a Reversion Candidate or Reversion Product, then Foundation (or its designee) shall have the rights and obligations of Company under Sections 6.2(a) and 6.2(b) of the Agreement (substituting “Foundation” for Patent Costs associated “Company” as the context requires) with respect to Patents exclusively licensed to Foundation pursuant to such Reversionary License; provided, however, that [**], and [**] of the Unfunded Countries Agreement. ​ (d) Each of Company and Foundation shall execute all papers and instruments, and require its employees and contractors to execute all papers and instruments, so as to enable the other party to exercise the rights set forth in this Section 6.06, below, said Unfunded Countries are [***] removed from the Territory under this Agreement for the remainder 6.2 of the TermAgreement.” ​

Patent Filings. The University will, using patent attorneys selected by it, use commercially reasonable efforts to apply for, seek issuance of and maintain the Patent Rights Rights, during the Term in the United States and such other countries as are agreed to by the Parties University and Licensee in writing or as Licensee may request in writing; provided that: (a) Licensee will cooperate with Portions of this Exhibit, indicated by the mark “[***],” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. CONFIDENTIAL TREATMENT REQUESTED University in such filing, prosecution and maintenance; and (b) Licensee will be given at least [***] thirty (30) days to advise and comment upon such filings filings, prosecution, maintenance and actions as are undertaken by the University. University shall give due consideration to any recommendations made by the Licensee concerning the patent filing and further prosecution processes and decisional matters, provided that notwithstanding Licensee’s recommendations, University, in all cases University retains the absolute right to make all decisions with respect to preparationits sole discretion, filing, prosecution and maintenancemay take any action it deems appropriate. The University shall direct its patent counsel to: a) provide Licensee with a copy of the application or other filing as filed, together with notice of its filing date and serial number when available; b) provide Licensee with a copy of material prosecution correspondence, and bc) provide to Licensee copies of all communications between patent counsel and any foreign associates responsible for the filing, prosecution and/or maintenance of any foreign Patent Rights. The University may, in its discretion, decline to apply for, prosecute or maintain any Patent Rights in any country, but will give timely notice to Licensee of any such determination, whereupon Licensee may undertake such action, in the name and on behalf of the University, at Licensee’s own expense. The University agrees to cooperate with Licensee as reasonably necessary to permit Licensee to be able to file, prosecute or maintain any Patent Rights in those countries that the University declines to undertake action. Licensee further acknowledges and agrees that University Licensor may file for and obtain patent protection in countries that are not of interest to Licensee (the “Unfunded Countries”) but which are of interest to either the University or other licensee(s) of University whose license(s) is/are in a field of use that differs from the Field of Use). In such case, if Xxxxxxxx has elected to not reimburse University Licensor for Patent Costs associated with the Unfunded Countries as set forth in Section 6.066.05, below, Licensor may immediately remove any or all of said Unfunded Countries are [***] removed from the Territory under this Agreement for the remainder of the Term.