Common use of Patent Term Extensions in the Territory Clause in Contracts

Patent Term Extensions in the Territory. Provention, in consultation with MacroGenics, shall decide for which, if any, of MacroGenics Product Patents, Joint Patents and Provention Patents the Parties should seek patent term extensions, supplemental protection certificates or their equivalents (each, a “Patent Extension” and collectively, “Patent Extensions”) in the Territory. MacroGenics, in the case of a MacroGenics Product Patent, and Provention, in the case of a Provention Patent or Joint Patent, shall act with reasonable promptness in light of the developmental stage of the Products to apply for any such Patent Extension. In the event that the opportunity to seek a patent extension, supplemental protection certificate or an equivalent becomes available for a Product in the Territory based on a MacroGenics Platform Patent (“Platform Patent Extension”), MacroGenics shall have the sole right to seek such Platform Patent Extension if there are no other Patent Rights for which a Patent Extension could reasonably be sought. In the event that Provention does not intend to seek Patent Extensions for any MacroGenics Product Patent or Joint Patent, it shall so inform MacroGenics in writing in sufficient time to permit MacroGenics to seek a Patent Extension on any such MacroGenics Product Patent or Joint Patent. The Party that does not apply for a Patent Extension hereunder will cooperate fully with the other Party in making such filings or actions, including making available all required regulatory data and Information and executing any required authorizations, to enable the other Party to apply for such Patent Term Extension. All expenses incurred in connection with activities of each Party with respect to the Patent Right(s) for which such Party seeks Patent Extension pursuant to this Section 7.4 shall be entirely borne by such Party.

Patent Term Extensions in the Territory. Provention, in consultation with MacroGenics, Company shall decide for which, if any, of the MacroGenics Product Patents, Joint Patents, Company Patents and Provention or other Patents Controlled by Company, its Affiliates or designees the Parties should seek patent term extensions, supplemental protection certificates or their equivalents (each, each a “Patent Extension” and collectively, collectively “Patent Extensions”) in the Territory. MacroGenics, in Territory and Company shall have the case of a MacroGenics Product Patent, and Provention, in the case of a Provention Patent or Joint Patent, shall act with reasonable promptness in light of the developmental stage of the Products right to apply for any seek such Patent ExtensionExtensions. In the event that the opportunity to seek a patent extensionPatent Extension, supplemental protection certificate or an equivalent becomes available for a Product in the Territory based on [***] and if Company, its Affiliates or designees do not seek a MacroGenics Platform Patent (“Platform Patent Extension”)Extension for [***], subject to the provisions of this Section 10.4, MacroGenics shall have the sole right right, but not the obligation, to [***] and Company shall reasonably cooperate with MacroGenics in [***]. MacroGenics shall not seek such Platform any Patent Extension that is reasonably likely to have a material adverse effect on the Commercialization of the Product or if there are no other Patent Rights for which is a good faith dispute between the Parties as to whether a Patent Extension could reasonably be soughtis being sought for a Patent that does not Cover the applicable Product (a “Good Faith Dispute”). In the event that Provention Company does not intend to seek Patent Extensions for any MacroGenics Product Patent or Joint Patent[***], it shall so inform MacroGenics in writing in sufficient time to permit MacroGenics to seek a Patent Extension on Extension. MacroGenics shall not seek any such MacroGenics Product Patent or Joint PatentExtension unless it first engages in good faith discussions with Company regarding Company’s reasons for not seeking Patent Extensions and MacroGenics’ rationale and plans for seeking Patent Extensions, but, unless a Good Faith Dispute still exists, thereafter shall have the right to seek such Patent Extensions. The Party that does not apply for a Patent Extension hereunder will cooperate fully with the other Party in making such filings or actions, including making available all required regulatory data and Information and executing any required authorizations, to enable the other Party authorizations to apply for such Patent Term Extension. All expenses incurred in connection with activities of each Party with respect to the Patent Right(sPatent(s) for which such Party seeks Patent Extension pursuant to this Section 7.4 10.4 shall be entirely borne by such Party.

Patent Term Extensions in the Territory. ProventionFor each Product in the Company Field as to which a Party owns a Marketing Approval, in consultation with MacroGenics, such Party shall decide for which, if any, of MacroGenics Product Patentsthe Patents Controlled by such Party, Joint Patents and Provention Patents its Affiliates or designees the Parties should seek patent term extensions, supplemental protection certificates or their equivalents (each, each a “Patent Extension” and collectively, collectively “Patent Extensions”) in the TerritoryCompany Territory and such Party shall have the right to seek such Patent Extensions. MacroGenics, in Each Party may request of the case of other Party that a MacroGenics Product TESARO Patent, and Provention, in the case of a Provention Joint Patent or Joint PatentCompany Patent Controlled by such Party, shall act with reasonable promptness in light of its Affiliates or designees be made available to the developmental stage of the Products to apply requesting Party for any such Patent Extension. In the event that the opportunity to seek a patent extension, supplemental protection certificate or an equivalent becomes available Extension for a Product in the Territory based on a MacroGenics Platform Patent (“Platform Patent Extension”), MacroGenics Company Field as to which it owns the Marketing Approval and such other Party will not unreasonably deny such request. Neither Party shall have the sole right to seek such Platform any Patent Extension that is reasonably likely to have a material adverse effect on the Commercialization of a Product or if there are no other Patent Rights for which is a good faith dispute between the Parties as to whether a Patent Extension could reasonably be sought. In the event is being sought for a Patent that Provention does not intend to seek Patent Extensions for any MacroGenics Cover the applicable Product Patent or Joint Patent, it shall so inform MacroGenics in writing in sufficient time to permit MacroGenics to seek (a Patent Extension on any such MacroGenics Product Patent or Joint Patent“Good Faith Dispute”). The Party that does not apply for a Patent Extension hereunder will cooperate fully with the other Party in making such filings or actions, including making available all required regulatory data and Information information and executing any required authorizations, to enable the other Party authorizations to apply for such Patent Term Extension. All expenses incurred in connection with activities [***] Notwithstanding any provision of each Party with respect this Section 9.4 to the contrary, TESARO shall have the first right to select TESARO Patents for Patent Right(s) Extensions and may object to the selection by Company of a TESARO Patent for which such Party seeks a Patent Extension pursuant and may, by written notice to this Section 7.4 shall be entirely borne by Company prohibit such Partyselection.

Patent Term Extensions in the Territory. Provention, in consultation with MacroGenics, (a) Sintetica shall have the right to decide for on which, if any, of MacroGenics Product Patents, the Patents within Sintetica Patents and Joint Patents and Provention Patents the Parties should seek patent term extensions, supplemental protection certificates or their equivalents (each, a “Patent Extension” and collectively, “Patent Extensions”) in the Territory. MacroGenics, in the case of a MacroGenics Product Patent, and Provention, in the case of a Provention Patent or Joint Patent, shall act with reasonable promptness in light of the developmental stage of the Products to apply for any such Patent Extension. In the event that the opportunity to seek a patent extension, supplemental protection certificate or an equivalent becomes available for a Product in the Territory based on a MacroGenics Platform Patent (“Platform Patent Extension”), MacroGenics shall have the sole right to seek such Platform Patent Extension if there are no other Patent Rights for which a Patent Extension could reasonably be sought. In the event that Provention does not intend to it should seek Patent Extensions Term Extensions; provided, that, Sintetica shall reasonably consider in good faith Harrow’s position in connection therewith. Subject to the foregoing, Sintetica shall be responsible for any MacroGenics Product applying for the Patent or Joint Patent, it Term Extension. Harrow shall so inform MacroGenics in writing in sufficient time to permit MacroGenics to seek a Patent Extension on any such MacroGenics Product Patent or Joint Patent. The Party that does not apply for a Patent Extension hereunder will cooperate fully with the other Party Sintetica in making such filings or actions, including for example and without limitation, making available all required regulatory data and Information information and executing any required authorizations, to enable the other Party authorizations to apply for such Patent Term Extension. All expenses incurred in connection with activities of each Party with respect to the Patent Right(sPatent(s) for which such Party seeks Patent Extension Term Extensions are filed pursuant to this Section 7.4 8.4(a) shall be entirely borne by Sintetica. In the event that Harrow wishes to seek Patent Term Extension to a Sintetica Patent or a Joint Patent and Sintetica does not agree to do so, the provisions of Section 8.4(b) shall apply as if such PartySintetica Patent or Joint Patent were a Harrow Patent. (b) Harrow shall have the right to decide on which, if any, of the Patents within Harrow Patents in the Territory it should seek Patent Term Extensions. Subject to the foregoing, Harrow shall be responsible for applying for the Patent Term Extension. Sintetica shall cooperate fully with Harrow in making such filings or actions, for example and without limitation, making available all required regulatory data and information and executing any required authorizations to apply for such Patent Term Extension. All expenses incurred in connection with activities of each Party with respect to the Patent(s) for which Patent Term Extensions are filed pursuant to this Section 8.4 (b) shall be entirely borne by Harrow.

Patent Term Extensions in the Territory. Provention, in consultation with MacroGenics, Company shall decide for which, if any, of the MacroGenics Product Patents, Joint Patents, Company Patents and Provention or other Patents Controlled by Company, its Affiliates or designees the Parties should seek patent term extensions, supplemental protection certificates or their equivalents (each, each a “"Patent Extension” " and collectively, “collectively "Patent Extensions”") in the Territory. MacroGenics, in Territory and Company shall have the case of a MacroGenics Product Patent, and Provention, in the case of a Provention Patent or Joint Patent, shall act with reasonable promptness in light of the developmental stage of the Products right to apply for any seek such Patent ExtensionExtensions. In the event that the opportunity to seek a patent extensionPatent Extension, supplemental protection certificate or an equivalent becomes available for a Product in the Territory based on [***] and if Company, its Affiliates or designees do not seek a MacroGenics Platform Patent (“Platform Patent Extension”)Extension for [***], subject to the provisions of this Section 10.4, MacroGenics shall have the sole right right, but not the obligation, to [***] and Company shall reasonably cooperate with MacroGenics in [***] MacroGenics shall not seek such Platform any Patent Extension that is reasonably likely to have a material adverse effect on the Commercialization of the Product or if there are no other Patent Rights for which is a good faith dispute between the Parties as to whether a Patent Extension could reasonably be soughtis being sought for a Patent that does not Cover the applicable Product (a "Good Faith Dispute"). In the event that Provention Company does not intend to seek Patent Extensions for any MacroGenics Product Patent or Joint Patent[***], it shall so inform MacroGenics in writing in sufficient time to permit MacroGenics to seek a Patent Extension on Extension. MacroGenics shall not seek any such MacroGenics Product Patent or Joint PatentExtension unless it first engages in good faith discussions with Company regarding Company's reasons for not seeking Patent Extensions and MacroGenics' rationale and plans for seeking Patent Extensions, but, unless a Good Faith Dispute still exists, thereafter shall have the right to seek such Patent Extensions. The Party that does not apply for a Patent Extension hereunder will cooperate fully with the other Party in making such filings or actions, including making available all required regulatory data and Information and executing any required authorizations, to enable the other Party authorizations to apply for such Patent Term Extension. All expenses incurred in connection with activities of each Party with respect to the Patent Right(sPatent(s) for which such Party seeks Patent Extension pursuant to this Section 7.4 10.4 shall be entirely borne by such Party.

Patent Term Extensions in the Territory. Provention, in consultation with MacroGenics, The rights and obligations of this Section 9.4 shall decide for which, if any, of MacroGenics Product Patents, Joint Patents and Provention Patents only apply to the Parties should after the License Option Exercise. Whether to seek patent term extensions, supplemental protection certificates or their equivalents in the Territory (each, each a “Patent Extension” and collectively, collectively “Patent Extensions”) in the Territory. MacroGenics, in the case of a for MacroGenics Product PatentPatents, Joint Patents and/or Takeda Patents shall be decided by Takeda. Takeda shall be responsible for seeking such Patent Extensions and Provention, in the case of a Provention Patent or Joint Patent, shall act with reasonable promptness in light of the developmental stage of the Products to apply for any such Patent Extension. In the event that the opportunity to seek a patent extension, supplemental protection certificate or an equivalent Patent Extension becomes available for a Product in the Territory based on a MacroGenics Platform Patent or MacroGenics Product Patent (“Platform MacroGenics Patent Extension”), and Takeda declines to seek such MacroGenics Patent Extension, MacroGenics shall have the sole right to seek such Platform MacroGenics Patent Extension. Takeda, in its sole discretion, may terminate the Takeda License with respect to any MacroGenics Patent which is the basis of a MacroGenics Patent Extension if there are no other Patent Rights for which a Patent Extension could reasonably be sought. In within sixty (60) days of receiving written notice from MacroGenics of the event that Provention does not intend to seek Patent Extensions for any MacroGenics Product Patent or Joint Patent, it shall so inform MacroGenics in writing in sufficient time to permit MacroGenics to seek a Patent Extension on any award of such MacroGenics Product Patent or Joint Extension. Upon the termination under this Section 9.4 of a MacroGenics Patent under the Takeda License, all rights and licenses granted herein to Takeda with respect to such MacroGenics Patent shall terminate; provided, however, that MacroGenics shall grant to Takeda a covenant not to xxx with respect to such MacroGenics Patent. The Party that does not apply for a Patent Extension hereunder will cooperate fully with the other Party in making such filings or actions, including making available all required regulatory data and Information and executing any required authorizations, to enable the other Party authorizations to apply for such Patent Term Extension. All expenses incurred in connection with activities of each Party with respect to the Patent Right(sPatent(s) for which such Party seeks Patent Extension pursuant to this Section 7.4 9.4 shall be entirely borne by such Party.