Common use of PATENT PROSECUTION AND LITIGATION Clause in Contracts

PATENT PROSECUTION AND LITIGATION. 8.1. Each party shall have and retain sole and exclusive title to all inventions, discoveries, designs, works of authorship and other know-how which are made, conceived, reduced to practice or generated by its employees, agents, or other persons acting under its authority. As to all inventions, discoveries, designs, works of authorship and other know-how made, conceived, reduced to practice or generated jointly by the respective employees, agents, or other persons acting under the authority of HGS and TRANSGENE, the parties shall own an equal undivided interest therein. In the event of jointly owned inventions, HGS shall be responsible for the filing, prosecution and maintenance of patents and patent applications directed thereto under the terms and conditions of Paragraph 8.2, however, each of HGS and TRANSGENE shall be responsible for an equal share of the cost and expense thereof. HGS shall consult with TRANSGENE with respect to strategies for filing, prosecution and maintenance of patents and patent applications for which it bears responsibility under this Paragraph 8.1, and shall keep TRANSGENE reasonably informed with regard to filing, prosecution and maintenance activity for such joint patents and patent applications, provided, however, that HGS shall have final decision-making authority with respect to filing, prosecution and maintenance of any patents and patent applications for which it is responsible. If a joint owner does not desire to file, prosecute or maintain a patent or patent application to a joint invention, such owner shall assign its ownership interest therein to the other joint owner and shall no longer be responsible for the cost and * Confidential treatment requested

PATENT PROSECUTION AND LITIGATION. 8.1. Each 11.1 A party shall have and retain sole and exclusive title to all inventions, discoveries, designs, works of authorship and other know-how which are made, conceived, reduced to practice or generated by its employees, agents, or other persons acting under its authority. As to all inventions, discoveries, designs, works of authorship and other know-how made, conceived, reduced to practice or generated jointly by the respective employees, agents, or other persons acting under the authority of HGS and TRANSGENEtwo or more parties, the such parties shall own an equal undivided interest 47 therein. In the event of jointly owned inventions, in the case where HGS is one of the joint owners, HGS shall be responsible for the filing, prosecution and maintenance of patents and patent applications directed thereto under the terms and conditions of Paragraph 8.211.2 and if HGS is not one of the joint owners, then, to the extent that SP is a joint owner, SP shall be responsible for the filing, prosecution and maintenance thereof under the terms and conditions of Paragraph 11.3, in each case, however, each of HGS and TRANSGENE the joint owners shall be responsible for an equal share of the cost and expense thereof. HGS or SP, as appropriate, shall consult with TRANSGENE all joint owners with respect to strategies for filing, prosecution and maintenance of patents and patent applications for which it bears responsibility under this Paragraph 8.1Section 11.1, and shall keep TRANSGENE such joint owners reasonably informed with regard to filing, prosecution and maintenance activity for such joint patents and patent applications, provided, however, that HGS or SP, as appropriate, shall have final decision-making authority with respect to filing, prosecution and maintenance of any patents and patent applications for which it is responsible. If a joint owner does not desire to file, prosecute or maintain a patent or patent application to a joint invention, such owner shall assign its ownership interest therein to the other joint owner owner(s) and shall no longer be responsible for the cost and * Confidential treatment requestedexpense thereof, and shall have no further right to consult, review or comment with respect to the filing, prosecution and maintenance of said patent or patent application. All patents and patent applications to joint inventions which are LICENSED TECHNOLOGY and/or SP TECHNOLOGY shall be LICENSED PATENTS and SP PATENTS, respectively, subject to the terms and conditions of this Agreement; otherwise, any joint owner shall be free to dispose of its interest therein without accounting to any other owner. 48

PATENT PROSECUTION AND LITIGATION. 8.1. 8.1 Each party shall have and retain sole and exclusive title to all inventions, discoveries, designs, works of authorship and other know-how which are made, conceived, reduced to practice or generated by its employees, agents, or other persons acting under its 27 authority. As to all inventions, discoveries, designs, works of authorship and other know-how made, conceived, reduced to practice or generated jointly by the respective employees, agents, or other persons acting under the authority of HGS and TRANSGENESP, the parties shall own an equal undivided interest therein. In the event of jointly owned inventions, HGS shall be responsible for the filing, prosecution and maintenance of patents and patent applications directed thereto under the terms and conditions of Paragraph 8.2, however, each of HGS and TRANSGENE SP shall be responsible for an equal share of the cost and expense thereof. HGS shall consult with TRANSGENE SP with respect to strategies for filing, prosecution and maintenance of patents and patent applications for which it bears responsibility under this Paragraph Section 8.1, and shall keep TRANSGENE SP reasonably informed with regard to filing, prosecution and maintenance activity for such joint patents and patent applications, provided, however, that HGS shall have final decision-making authority with respect to filing, prosecution and maintenance of any patents and patent applications for which it is responsible. If a joint owner does not desire to file, prosecute or maintain a patent or patent application to a joint invention, such owner shall assign its ownership interest therein to the other joint owner and shall no longer be responsible for the cost and * Confidential treatment requestedexpense thereof, and shall have no further right to consult, review or comment with respect to the filing, prosecution and maintenance of said patent or patent application. All patents and patent applications to joint inventions which are LICENSED TECHNOLOGY and/or SP TECHNOLOGY shall be LICENSED PATENTS and SP PATENTS, respectively, subject to the terms and conditions of this Agreement; otherwise, any joint owner shall be free to dispose of its interest therein without accounting to any other owner. 28