Common use of PATENT PROSECUTION, MAINTENANCE, & INFRINGEMENT Clause in Contracts

PATENT PROSECUTION, MAINTENANCE, & INFRINGEMENT. 4.1 Prosecution & Maintenance. JHU, at Company’s expense, shall file, prosecute and maintain all patents and patent applications specified under PATENT RIGHTS and, subject to the terms and conditions of this Agreement, Company shall be licensed thereunder. Title to all such patents and patent applications shall reside in JHU. JHU shall have full and complete control over all patent matters in connection therewith under the PATENT RIGHTS, provided however, that JHU shall (a) cause its patent counsel to timely copy Company on all official actions and written correspondence with any patent office and timely provide Company advance notification of any filing deadline, and (b) allow Company an opportunity to comment and advise JHU. JHU shall consider and reasonably incorporate all comments and advice from Company and JHU shall comply with foreign filing decisions provided by Company. Upon request by Company, JHU shall consider allowing Company’s patent counsel to prosecute patent applications relating to the PATENT RIGHTS. By concurrent written notification to JHU and its patent counsel at least thirty (30) days in advance (or later at JHU’s discretion) of any filing or response deadline, or fee due date, Company may elect not to have a patent application filed in any particular country or region or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Company pays for all costs incurred up to JHU’s receipt of such notification. Failure to provide such notification can be considered by JHU to be Company’s authorization to proceed at Company’s expense. Upon such notification, JHU may file, prosecute, and/or maintain such patent applications or patent at its own expense and for its own benefit, and any rights or license granted hereunder held by Company, AFFILIATED COMPANIES or SUBLICENSEE(S) relating to the PATENT RIGHTS which comprise the subject of such patent applications or patent solely with respect to the particular country or region, shall terminate. For the avoidance of any doubt, such termination shall not affect any rights or license granted hereunder held by Company, AFFILIATED COMPANIES or SUBLICENSEE(S) relating to the PATENT RIGHTS which comprise the subject of patent applications or patents in any other country or region.

PATENT PROSECUTION, MAINTENANCE, & INFRINGEMENT. 4.1 Prosecution & Maintenance. JHU, at Company’s expense, shall file, prosecute and maintain all patents and patent applications specified under PATENT RIGHTS and, subject to the terms and conditions of this Agreement, Company shall be licensed thereunder. Title to all such patents and patent applications shall reside in JHU. JHU shall have full and complete control over all patent matters in connection therewith under the PATENT RIGHTS, provided however, that JHU shall (a) cause its patent counsel to timely copy Company on all official actions and written correspondence with any patent office and timely provide Company advance notification of any filing deadline, and (b) allow Company an opportunity to comment and advise JHU. JHU shall consider and reasonably incorporate all comments and advice from Company and JHU shall comply with foreign filing decisions provided by Company. Upon request by Company, JHU shall consider allowing Company’s patent counsel to prosecute patent applications relating to the PATENT RIGHTS. By concurrent written notification to JHU and its patent counsel at least thirty (30) days in advance (or later at JHU’s discretion) of any filing or response deadline, or fee due date, Company may elect not to have a patent application filed in any particular country or region or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Company pays for all costs incurred up to JHU’s receipt of such notification. Failure to provide such notification can be considered by JHU to be Company’s authorization to proceed at Company’s expense. Upon such notification, JHU may file, prosecute, and/or maintain such patent applications or patent at its own expense and for its own benefit, and any rights or license granted hereunder held by Company, AFFILIATED COMPANIES or SUBLICENSEE(S) relating to the PATENT RIGHTS which comprise the subject of such patent applications or patent solely with respect to the particular country or regioncountry, shall terminate. For the avoidance of any doubt, such termination shall not affect any rights or license granted hereunder held by Company, AFFILIATED COMPANIES or SUBLICENSEE(S) relating to the PATENT RIGHTS which comprise the subject of patent applications or patents in any other country or region.

PATENT PROSECUTION, MAINTENANCE, & INFRINGEMENT. 4.1 Prosecution & Maintenance. JHU, at Company’s expense, shall file, prosecute and maintain all patents and patent applications specified under within the PATENT RIGHTS and, subject to the terms and conditions of this Agreement, Company shall be licensed thereunder. Title to all such patents and patent applications shall reside in JHU. JHU shall have full and complete control over all patent matters in connection therewith under the PATENT RIGHTS, provided however, that JHU shall (a) cause its patent counsel to timely copy Company on all official actions and written correspondence with any patent office and timely provide Company advance notification of any filing deadlineoffice, and (b) allow Company an opportunity to comment and advise JHU. JHU shall consider and reasonably incorporate all comments and advice from Company and JHU shall comply with foreign filing decisions provided by Company. Upon request by Company, JHU shall consider allowing Company’s patent counsel to prosecute patent applications relating to the PATENT RIGHTSadvice. By concurrent written notification to JHU and its patent counsel at least thirty (30) days in advance (or later at JHU’s discretion) of any filing or response deadline, or fee due date, Company may elect not to have a patent application filed in any particular country or region or not to pay expenses associated with prosecuting or maintaining any patent application or patent, including for any interference or opposition, provided that Company pays for all costs incurred up to JHU’s receipt of such notification. Failure to provide such notification can be considered by JHU to be Company’s authorization to proceed at Company’s expense. Upon such notification, JHU may file, prosecute, and/or maintain such patent applications or patent at its own expense and for its own benefit, and any rights or license granted hereunder held by Company, AFFILIATED COMPANIES or SUBLICENSEE(S) relating to the PATENT RIGHTS which comprise the subject of such patent applications or patent solely with respect and/or apply to the particular country or regioncountry, shall terminate. For the avoidance of any doubt, such termination shall not affect any rights or license granted hereunder held by Company, AFFILIATED COMPANIES or SUBLICENSEE(S) relating to the PATENT RIGHTS which comprise the subject of patent applications or patents in any other country or region.

PATENT PROSECUTION, MAINTENANCE, & INFRINGEMENT. 4.1 Prosecution & Maintenance. (a) JHU, at Company’s 's expense, shall file, prosecute and maintain all patents and patent applications specified under PATENT RIGHTS and, subject to the terms upon authorization of Company and conditions of this Agreement, Company shall be licensed thereunder. Title to all such patents and patent applications shall reside in JHU. JHU shall have full direct counsel to diligently prosecute and complete control over all maintain the United States patent matters in connection therewith under the applications and patents comprising PATENT RIGHTS, provided using counsel of its choice. JI-11's counsel shall take instructions only from JHU, provided, however, that JHU shall (a) cause its patent counsel consult with Company as to timely copy Company on all official actions and written correspondence with any patent office and timely provide Company advance notification of any filing deadline, and (b) allow Company an opportunity to comment and advise JHU. JHU shall consider and reasonably incorporate all comments and advice from Company and JHU shall comply with foreign filing decisions provided by Company. Upon request by Company, JHU shall consider allowing Company’s patent counsel to prosecute patent applications matters relating to the PATENT RIGHTS. By concurrent written notification to JHU and its If a change in patent counsel at least thirty (30) days is required as deemed by JHU and/ or Company, JHU shall consult with Company with respect to selection of new patent counsel. Selection of new patent counsel shall be reasonably acceptable to both parties. JHU shall provide Company with copies of all relevant documentation in advance (or later at JHU’s discretion) of any filing or response deadline, or fee due date, so that Company may elect not be informed and apprised of the continuing prosecution and provide consultative comments and suggestions to have a patent application filed in any particular country or region or not JHU. Company agrees to pay expenses associated with prosecuting or maintaining keep this documentation confidential. (b) JHU shall give due consideration to amending any patent application or patentto include claims reasonably requested by Company to protect the LICENSED PRODUCTS contemplated to be sold under this Agreement. (c) JHU shall cooperate with Company in applying for an extension of the term of any patent included within PATENT RIGHTS if appropriate under the Drug Price Competition and Patent Term Restoration Act of 1984. Company shall prepare all such documents, and JHU agrees to execute such documents and to take such additional action as Company may reasonably request in connection therewith. (d) JHU shall, at the request of Company, file, prosecute, and maintain patent applications and patents covered by PATENT RIGHTS in foreign countries if available, and provided that Company pays for all costs incurred up to JHU’s receipt has provided JHU written notification of its request at least sixty (60) days before such notificationaction is due. Failure to provide such written notification can be considered by JHU as Company's decision not to be Company’s authorization file. Company consents to proceed at Company’s expense. Upon such notification, JHU may file, prosecute, and/or maintain such the filing of all PCT and foreign patent applications or that have already been filed as of the Effective Date. (e) Company's obligation to underwrite and to pay foreign patent at prosecution costs shall continue for so long as this Agreement remains in effect, provided, however, that Company may terminate its own expense and for its own benefit, and any rights or license granted hereunder held by Company, AFFILIATED COMPANIES or SUBLICENSEE(S) relating to the PATENT RIGHTS which comprise the subject of such patent applications or patent solely obligations with respect to the particular country any given patent application or regionpatent upon three (3) months' prior written notice to JHU. JHU shall use reasonable efforts to curtail future patent costs when such a notice is received from Company. Company shall promptly pay patent costs which cannot be so curtailed, shall terminate. For the avoidance of any doubt, such termination shall not affect any rights or license granted hereunder held by Company, AFFILIATED COMPANIES or SUBLICENSEE(S) relating to the PATENT RIGHTS which comprise the subject of and all patent applications or patents in any other country or region.related costs incurred

PATENT PROSECUTION, MAINTENANCE, & INFRINGEMENT. 4.1 Prosecution & Maintenance. JHU, at Company’s expense, shall file, prosecute and maintain all patents and patent applications specified under PATENT RIGHTS in the LICENSED FIELD and, subject to the terms and conditions of this Agreement, Company shall be licensed thereunder. Title to all such patents and patent applications shall reside in JHU. JHU shall have full and complete control over all patent matters in connection therewith under the PATENT RIGHTS, provided however, that JHU shall (a) cause its patent counsel to timely copy Company on all official actions and written correspondence with any patent office and timely provide Company advance notification of any filing deadlineoffice, and (b) allow Company an a reasonable opportunity to comment and advise JHU. JHU shall consider and reasonably incorporate all comments and advice from Company and JHU shall comply with foreign filing decisions provided by Company. Upon request by Company, JHU shall consider allowing Company’s patent counsel to prosecute patent applications relating to the PATENT RIGHTSadvice. By concurrent written notification to JHU and its patent counsel at least thirty (30) [ * ] days in advance (or later at JHU’s discretion) of any filing or response deadline, or fee due date, Company may elect not to have a patent application filed in any particular country or region or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Company pays for all costs incurred up to JHU’s receipt of such notification. Failure to provide such notification can be considered by JHU to be Company’s authorization to proceed at Company’s expense. Upon such notification, JHU may file, prosecute, and/or maintain such patent applications or patent at its own expense and for its [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. own benefit, and any rights or license granted hereunder held by Company, AFFILIATED COMPANIES or SUBLICENSEE(S) relating to the PATENT RIGHTS which comprise the subject of such patent applications or patent solely with respect and/or apply to the particular country or regioncountry, shall terminate. For the avoidance of any doubt, such termination shall not affect any rights or license granted hereunder held by Company, AFFILIATED COMPANIES or SUBLICENSEE(S) relating to the PATENT RIGHTS which comprise the subject of patent applications or patents in any other country or region.

PATENT PROSECUTION, MAINTENANCE, & INFRINGEMENT. 4.1 4.1. Prosecution & Maintenance. JHUSDRMI, at Company expense, or the Company’s expense, with the consent of SDRMI, shall file, prosecute and maintain all patents and patent applications specified under within the PATENT RIGHTS and, subject to the terms and conditions of this Agreement, Company shall be licensed thereunder. Title to all such patents and patent applications shall reside either in JHUSDRMI or the Company, with the consent of SDRMI. JHU SDRMI shall have full and complete control over all patent matters in connection therewith under the PATENT RIGHTS, provided however, that JHU SDRMI shall (a) cause its patent counsel to timely copy Company on all official actions and written correspondence with any patent office and timely provide Company advance notification of any filing deadlineoffice, and (b) allow Company an opportunity to comment and advise JHUSDRMI. JHU SDRMI shall consider and reasonably incorporate all comments and advice from Company and JHU shall comply with foreign filing decisions provided by Company. Upon request by Company, JHU shall consider allowing Company’s patent counsel to prosecute patent applications relating to the PATENT RIGHTSadvice. By concurrent written notification to JHU SDRMI and its patent counsel at least thirty (30) days in advance (or later at JHU’s SDRMI discretion) of any filing or response deadline, or fee due date, Company may elect not to have a patent application filed in any particular country or region or not to pay expenses associated with prosecuting or maintaining any patent application or patent, including for any interference or opposition, provided that Company pays for all costs incurred up to JHU’s SDRMI receipt of such notification. Failure to provide such notification can be considered by JHU SDRMI to be Company’s Company authorization to proceed at Company’s Company expense. Upon such notification, JHU SDRMI may file, prosecute, and/or maintain such patent applications or patent at its own expense and for its own benefit, and any rights or license granted hereunder held by Company, AFFILIATED COMPANIES AFFILIATES or SUBLICENSEE(S) relating to the PATENT RIGHTS which comprise the subject of such patent applications or patent solely with respect and/or apply to the particular country or regioncountry, shall terminate. For the avoidance of any doubt, such termination shall not affect any rights or license granted hereunder held by Company, AFFILIATED COMPANIES or SUBLICENSEE(S) relating to the PATENT RIGHTS which comprise the subject of patent applications or patents in any other country or region.

PATENT PROSECUTION, MAINTENANCE, & INFRINGEMENT. 4.1 Prosecution & Maintenance. JHU, at Company’s expense, shall file, prosecute and maintain all patents and patent applications specified under PATENT RIGHTS using counsel of JHU’s choice reasonably acceptable to Company and, subject to the terms and conditions of this Agreement, Company shall be licensed thereunder. Title to all such patents and patent applications shall reside in JHU. JHU shall have full and complete control over all patent matters in connection therewith under the PATENT RIGHTS, provided however, that JHU shall (a) cause its patent counsel to timely copy Company on all correspondence regarding strategy, filing and prosecution of all patents and patent applications within the PATENT RIGHTS, between JHU’ s patent counsel and JHU and/or any patent office, including without limitation all official actions and written correspondence with any patent office and timely provide Company advance notification of any filing deadlineoffice, and (b) allow Company an opportunity to comment and advise JHUJHU in advance of any patent filings or major prosecution events. JHU shall consider and reasonably incorporate all comments and advice from Company and JHU shall comply with foreign filing decisions provided by Company. Upon request by Company, JHU shall consider allowing Companyunless detrimental to JHU’s patent counsel to prosecute patent applications relating to the PATENT RIGHTSintellectual property rights. By concurrent written notification to JHU and its patent counsel at least thirty (30) [*] days in advance (or later at JHU’s discretion) of any filing or response deadline, or fee due date, Company may elect not to have a patent application filed in any particular country or region or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Company pays for all costs incurred up to JHU’s receipt of such notification. Failure to provide such notification can be considered by JHU to be Company’s authorization to proceed at Company’s expense. Upon such notification, JHU may file, prosecute, and/or maintain such patent applications or patent in such country at its own expense and for its own benefit, and any rights or license granted hereunder held by Company, AFFILIATED COMPANIES or SUBLICENSEE(S) relating to the PATENT RIGHTS which comprise the subject of such patent applications or patent solely with respect to the particular country or region, shall terminate. For the avoidance of any doubt, terminate in such termination shall not affect any rights or license granted hereunder held by Company, AFFILIATED COMPANIES or SUBLICENSEE(S) relating to the PATENT RIGHTS which comprise the subject of patent applications or patents in any other country or regioncountry.

PATENT PROSECUTION, MAINTENANCE, & INFRINGEMENT. 4.1 Prosecution & Maintenance. JHUCompany, at Company’s expenseexpense and in consultation with JHU, shall file, prosecute and maintain all patents and patent applications specified under PATENT RIGHTS and, subject to in the terms and conditions of this Agreement, Company shall be licensed thereunderLICENSED FIELD. Title to all such patents and patent applications shall reside in JHU with the exception of the joint Company and JHU patent, [***], which will be held jointly. In consultation with JHU. JHU , Company shall have full and complete control over all patent matters in connection therewith under the PATENT RIGHTSRIGHTS in the LICENSED FIELD, provided however, that JHU that, Company shall (a) notify JHU, in advance, of the filing and prosecution of all patents and patent applications within the PATENT RIGHTS, (b) cause its patent counsel to timely copy Company JHU on all official actions and written correspondence with any patent office and timely provide Company advance notification of any filing deadlineoffice, and (bc) allow Company JHU an opportunity to comment and advise JHUCompany. JHU Company shall consider and reasonably incorporate all reasonable comments of JHU that do not otherwise diminish or limit the scope of the PATENT RIGHTS. If Company elects to not file or to abandon any patent application (except for purposes of filing a continuation application) or patent included in the PATENT RIGHTS in any country, Company shall notify JHU in writing at least [***] prior to any filing or payment due date or any other deadline that requires action to avoid loss of rights and advice from Company and JHU shall comply with foreign filing decisions provided by Company. Upon request by Companythereafter, JHU shall consider allowing Company’s have the right to control the filing, prosecution, and/or maintenance of such patent counsel to prosecute application or patent applications relating in such country at its own expense, subject to the terms of any exclusive license between JHU and a third party for the PATENT RIGHTSRIGHTS in a non-overlapping field. By concurrent written notification to JHU and its patent counsel at least thirty (30) days [***] in advance (or later at JHU’s discretion) of any filing or response deadline, or fee due date, Company may elect not to have a particular patent application filed in any particular country or region or not to pay expenses associated with filing, prosecuting or maintaining any a particular patent application or patentpatent included in the PATENT RIGHTS, provided that Company pays for all costs incurred up to JHU’s receipt of such notification. Failure to provide such notification can be considered by JHU to be Company’s authorization to proceed at Company’s expense. Upon such notification, JHU may file, prosecute, and/or maintain such patent applications or patent in such country at its own expense and for its own benefit, and any rights or license granted hereunder held by Company, AFFILIATED COMPANIES or SUBLICENSEE(S) relating to such patent application or patent within the PATENT RIGHTS which comprise the subject of in such patent applications or patent solely with respect to the particular country or region, shall terminate. For the avoidance of any doubt, such termination shall not affect any rights or license granted hereunder held by Company, AFFILIATED COMPANIES or SUBLICENSEE(S) relating to the PATENT RIGHTS which comprise the subject of patent applications or patents in any other country or region.

PATENT PROSECUTION, MAINTENANCE, & INFRINGEMENT. 4.1 Prosecution & Maintenance. JHU, at Company’s expense, shall file, prosecute and maintain all patents and patent applications specified under PATENT RIGHTS in the LICENSED FIELD and, subject to the terms and conditions of this Agreement, Company shall be licensed thereunder. Title to all such patents and patent applications shall reside in JHU. JHU shall have full and complete control over all patent matters in connection therewith under the PATENT RIGHTS, provided however, that JHU shall (a) cause its patent counsel to timely copy Company on all official actions and written correspondence with any patent office and timely provide Company advance notification of any filing deadlineoffice, and (b) allow Company an opportunity to comment and advise JHU. JHU shall consider and reasonably incorporate all comments and advice from Company and JHU shall comply with foreign filing decisions provided by Company. Upon request by Company, JHU shall consider allowing Company’s patent counsel to prosecute patent applications relating to the PATENT RIGHTSadvice. By concurrent written notification to JHU and its patent counsel at least thirty (30) days in advance (or later at JHU’s discretion) of any filing or response deadline, or fee due date, Company may elect not to have a patent application filed in any particular country or region or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Company pays for all costs incurred up to JHU’s receipt of such notification. Failure to provide such notification can be considered by JHU to be Company’s authorization to proceed at Company’s expense. Upon such notification, JHU may file, prosecute, and/or maintain such patent applications or patent at its own expense and for its own benefit, and any rights or license granted hereunder held by Company, AFFILIATED COMPANIES or SUBLICENSEE(S) relating to the PATENT RIGHTS which comprise the subject of such patent applications or patent solely with respect and/or apply to the particular country or regioncountry, shall terminate. For the avoidance of any doubt, such termination shall not affect any rights or license granted hereunder held by Company, AFFILIATED COMPANIES or SUBLICENSEE(S) relating to the PATENT RIGHTS which comprise the subject of patent applications or patents in any other country or region.

PATENT PROSECUTION, MAINTENANCE, & INFRINGEMENT. 4.1 Prosecution & Maintenance. JHU, at Company’s 's expense, shall file, prosecute and maintain all patents and patent applications specified under PATENT RIGHTS and, subject to the terms and conditions of this Agreement, Company shall be licensed thereunder. Title to all such patents and patent applications shall reside in JHU. JHU shall have full and complete control over all patent matters in connection therewith under the PATENT RIGHTS, provided however, that JHU shall (a) cause its patent counsel to timely copy Company on all official actions and written correspondence with any patent office and timely provide Company advance notification of any filing deadlineoffice, and (b) allow Company an opportunity to comment and advise JHU. JHU shall consider and reasonably incorporate all comments and advice from Company and JHU shall comply with foreign filing decisions provided by Company. Upon request by Company, JHU shall consider allowing Company’s patent counsel to prosecute patent applications relating to the PATENT RIGHTSadvice. By concurrent written notification to JHU and its patent counsel at least thirty (30) days in advance (or later at JHU’s discretion) of any filing or response deadline, or fee due date, Company may elect not to have a patent application filed in any particular country or region or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Company pays for all costs incurred up to JHU’s receipt of such notification. Failure to provide such notification can be considered by JHU to be Company’s authorization to proceed at Company’s expense. Upon such notification, JHU may file, prosecute, and/or maintain such patent applications or patent at its own expense and for its own benefit, and any rights or license granted hereunder held by Company, AFFILIATED COMPANIES or SUBLICENSEE(S) relating to the PATENT RIGHTS which comprise the subject of such patent applications or patent solely with respect and/or apply to the particular country or regioncountry, shall terminate. For the avoidance of any doubt, such termination shall not affect any rights or license granted hereunder held by Company, AFFILIATED COMPANIES or SUBLICENSEE(S) relating to the PATENT RIGHTS which comprise the subject of patent applications or patents in any other country or region.