Common use of Preparation of Proposed Patent List Clause in Contracts

Preparation of Proposed Patent List. Not later than [***] days from the date of receipt by ImmunoGen of a copy of a Biosimilar Application and related manufacturing information, ImmunoGen, with cooperation from CytomX, shall prepare and provide CytomX with a list (the “Proposed Patent List”) of (i) those patents within the Licensed Patent Rights that ImmunoGen reasonably believes would be infringed by the manufacture and/or sale of the Proposed Biosimilar Product and (ii) those patents within the Licensed Patent Rights, if any, that ImmunoGen would be willing to sublicense to such Applicant in accordance with the terms of this Agreement. As soon as practicable following the date of receipt by CytomX of the Proposed Patent List, CytomX and ImmunoGen shall discuss in good faith the patents within the Licensed Patent Rights to be included on the Proposed Patent List and ImmunoGen shall consider in good faith CytomX’s proposals for changes to the Proposed Patent List with respect to the patents within the Licensed Patent Rights. Not later than the end of the period specified by Applicable Laws, ImmunoGen shall provide the Applicant with a copy of the Proposed Patent List; provided, however, that ImmunoGen shall incorporate certain CytomX requests in accordance with Section 5.5.3(d) hereof. Notwithstanding the enforcement rights with respect to the Licensed Patent Rights set forth in Section 5.2.2 hereof, ImmunoGen shall have the right to include any of the patents within the Licensed Patent Rights on the Proposed Patent List to the extent that ImmunoGen reasonably believes that a claim of patent infringement for such patent could be asserted by either CytomX or ImmunoGen; provided, however, that the right to control any suit or proceeding in which such a claim is asserted shall be as set forth in Section 5.5.4 hereof.

Preparation of Proposed Patent List. Not later than [***] days from the date of receipt by ImmunoGen Novartis of a copy of a the Biosimilar Application and related manufacturing informationNotice, ImmunoGen, with cooperation from CytomX, Novartis shall prepare and provide CytomX ImmunoGen with a list (the “Proposed Patent List”) of (i) those patents within the Licensed Patent Rights Rights, if any, that ImmunoGen Novartis reasonably believes would be infringed by the manufacture and/or sale of the Proposed Biosimilar Product and (ii) those patents within the Licensed Patent Rights, if any, that ImmunoGen Novartis would be willing to sublicense to such Applicant in accordance with the terms of this Agreement, and with such other information pertaining to the Licensed Patent Rights as would be required to be provided to the Applicant under the BPCIA or other Applicable Law (the “Other Required Information”). As soon as practicable Within [***] days following the date of receipt by CytomX ImmunoGen of the Proposed Patent ListList and Other Required Information, CytomX ImmunoGen and ImmunoGen Novartis shall discuss in good faith the patents within the Licensed Patent Rights to be included on the Proposed Patent List and ImmunoGen the Other Required Information and Novartis shall consider in good faith CytomXImmunoGen’s proposals for changes to the Proposed Patent List with respect to and the patents within the Licensed Patent RightsOther Required Information. Not later than the end Within [***] days following Novartis’ receipt of the period specified by Applicable LawsBiosimilar Notice, ImmunoGen Novartis shall provide the Applicant with a copy of the Proposed Patent List; provided, however, that ImmunoGen shall incorporate certain CytomX requests in accordance with Section 5.5.3(d) hereof. Notwithstanding List and the enforcement rights with respect to the Licensed Patent Rights set forth in Section 5.2.2 hereof, ImmunoGen shall have the right to include any of the patents within the Licensed Patent Rights on the Proposed Patent List to the extent that ImmunoGen reasonably believes that a claim of patent infringement for such patent could be asserted by either CytomX or ImmunoGenOther Required Information; provided, however, that the right Proposed Patent List provided to control Applicant shall include any suit or proceeding patent within the Licensed Patent Rights specified in which such a claim is asserted shall be as set forth in Section 5.5.4 hereofwriting by ImmunoGen for inclusion, absent manifest error.

Preparation of Proposed Patent List. Not later than [***] days from the date of receipt by ImmunoGen Lilly of a copy of a Biosimilar Application and related manufacturing information, ImmunoGenLilly, with cooperation from CytomX, ImmunoGen shall prepare and provide CytomX ImmunoGen with a list (the “Proposed Patent List”) of (iA) those patents within the Licensed Patent Rights that ImmunoGen Lilly reasonably believes would be infringed by the manufacture and/or sale of the Proposed Biosimilar Product and (iiB) those patents within the Licensed Patent Rights, if any, that ImmunoGen Lilly would be willing to sublicense to such Applicant in accordance with the terms of this Agreement. As soon as practicable following the date of receipt by CytomX ImmunoGen of the Proposed Patent List, CytomX ImmunoGen and ImmunoGen Lilly shall discuss in good faith the patents within the Licensed Patent Rights to be included on the Proposed Patent List and ImmunoGen Lilly shall consider in good faith CytomXImmunoGen’s proposals for changes to the Proposed Patent List with respect to the patents within the Licensed Patent Rights. Not later than the end [***] days following Lilly’s receipt of the period specified by Applicable LawsBiosimilar Application and related manufacturing information, ImmunoGen Lilly shall provide the Applicant with a copy of the Proposed Patent List; provided, however, that ImmunoGen Lilly shall incorporate certain CytomX ImmunoGen requests in accordance with Section 5.5.3(d7.5(c)(iv) hereof. Notwithstanding the enforcement rights with respect to the Licensed Patent Rights set forth in Section 5.2.2 7.4(b) hereof, ImmunoGen Lilly shall have the right to include any of the patents within the Licensed Patent Rights on the Proposed Patent List to the extent that ImmunoGen Lilly reasonably believes that a claim of patent infringement for such patent could be asserted by either CytomX ImmunoGen or ImmunoGenLilly; provided, however, that the right to control any suit or proceeding in which such a claim is asserted shall be as set forth in Section 5.5.4 7.5(d) hereof.

Preparation of Proposed Patent List. Not later than [***] days from the date of receipt by ImmunoGen CytomX of a copy of a Biosimilar Application and related manufacturing information, ImmunoGenCytomX, with cooperation from CytomXImmunoGen, shall prepare and provide CytomX ImmunoGen with a list (the “Proposed Patent List”) of (i) those patents within the Licensed Patent Rights that ImmunoGen CytomX reasonably believes would be infringed by the manufacture and/or sale of the Proposed Biosimilar Product and (ii) those patents within the Licensed Patent Rights, if any, that ImmunoGen CytomX would be willing to sublicense to such Applicant in accordance with the terms of this Agreement. As soon as practicable following the date of receipt by CytomX ImmunoGen of the Proposed Patent List, ImmunoGen and CytomX and ImmunoGen shall discuss in good faith the patents within the Licensed Patent Rights to be included on the Proposed Patent List and ImmunoGen CytomX shall consider in good faith CytomXImmunoGen’s proposals for changes to the Proposed Patent List with respect to the patents within the Licensed Patent Rights. Not later than the end of the period specified by Applicable LawsLaws , ImmunoGen CytomX shall provide the Applicant with a copy of the Proposed Patent List; provided, however, that ImmunoGen CytomX shall incorporate certain CytomX ImmunoGen requests in accordance with Section 5.5.3(d) hereof. Notwithstanding the enforcement rights with respect to the Licensed Patent Rights set forth in Section 5.2.2 hereof, ImmunoGen CytomX shall have the right to include any of the patents within the Licensed Patent Rights on the Proposed Patent List to the extent that ImmunoGen CytomX reasonably believes that a claim of patent infringement for such patent could be asserted by either CytomX ImmunoGen or ImmunoGenCytomX; provided, however, that the right to control any suit or proceeding in which such a claim is asserted shall be as set forth in Section 5.5.4 hereof.

Preparation of Proposed Patent List. Not later than [***] days from the date of receipt by ImmunoGen Lilly of a copy of a Biosimilar Application and related manufacturing information, ImmunoGenLilly, with cooperation from CytomX, ImmunoGen shall prepare and provide CytomX ImmunoGen with a list (the “Proposed Patent List”) of (iA) those patents within the Licensed Patent Rights that ImmunoGen Lilly reasonably believes would be infringed by the manufacture and/or sale of the Proposed Biosimilar Product and (iiB) those patents within the Licensed Patent Rights, if any, that ImmunoGen Lilly would be willing to sublicense to such Applicant in accordance with the terms of this Agreement. As soon as practicable following the date of receipt by CytomX ImmunoGen of the Proposed Patent List, CytomX ImmunoGen and ImmunoGen Lilly shall discuss in good faith the patents within the Licensed Patent Rights to be included on the Proposed Patent List and ImmunoGen Lilly shall consider in good faith CytomXImmunoGen’s proposals for changes to the Proposed Patent List with respect to the patents within the Licensed Patent Rights. Not later than the end [***] following Lilly’s receipt of the period specified by Applicable LawsBiosimilar Application and related manufacturing information, ImmunoGen Lilly shall provide the Applicant with a copy of the Proposed Patent List; provided, however, that ImmunoGen Lilly shall incorporate certain CytomX ImmunoGen requests in accordance with Section 5.5.3(d7.5(c)(iv) hereof. Notwithstanding the enforcement rights with respect to the Licensed Patent Rights set forth in Section 5.2.2 7.4(b) hereof, ImmunoGen Lilly shall have the right to include any of the patents within the Licensed Patent Rights on the Proposed Patent List to the extent that ImmunoGen Lilly reasonably believes that a claim of patent infringement for such patent could be asserted by either CytomX ImmunoGen or ImmunoGenLilly; provided, however, that the right to control any suit or proceeding in which such a claim is asserted shall be as set forth in Section 5.5.4 7.5(d) hereof.

Preparation of Proposed Patent List. Not later than [***] twenty (20) days from the date of receipt by ImmunoGen of a copy of a Biosimilar Application and related manufacturing information, ImmunoGen, with cooperation from CytomX, shall prepare and provide CytomX with a list (the “Proposed Patent List”) of (i) those patents within the Licensed Patent Rights that ImmunoGen reasonably believes would be infringed by the manufacture and/or sale of the Proposed Biosimilar Product and (ii) those patents within the Licensed Patent Rights, if any, that ImmunoGen would be willing to sublicense to such Applicant in accordance with the terms of this Agreement. As soon as practicable following the date of receipt by CytomX of the Proposed Patent List, CytomX and ImmunoGen shall discuss in good faith the patents within the Licensed Patent Rights to be included on the Proposed Patent List and ImmunoGen shall consider in good faith CytomX’s proposals for changes to the Proposed Patent List with respect to the patents within the Licensed Patent Rights. Not later than the end of the period specified by Applicable Laws, ImmunoGen shall provide the Applicant with a copy of the Proposed Patent List; provided, however, that ImmunoGen shall incorporate certain CytomX requests in accordance with Section 5.5.3(d) hereof. Notwithstanding the enforcement rights with respect to the Licensed Patent Rights set forth in Section 5.2.2 hereof, ImmunoGen shall have the right to include any of the patents within the Licensed Patent Rights on the Proposed Patent List to the extent that ImmunoGen reasonably believes that a claim of patent infringement for such patent could be asserted by either CytomX or ImmunoGen; provided, however, that the right to control any suit or proceeding in which such a claim is asserted shall be as set forth in Section 5.5.4 hereof.

Preparation of Proposed Patent List. Not later than [***] twenty (20) days from the date of receipt by ImmunoGen CytomX of a copy of a Biosimilar Application and related manufacturing information, ImmunoGenCytomX, with cooperation from CytomXImmunoGen, shall prepare and provide CytomX ImmunoGen with a list (the “Proposed Patent List”) of (i) those patents within the Licensed Patent Rights that ImmunoGen CytomX reasonably believes would be infringed by the manufacture and/or sale of the Proposed Biosimilar Product and (ii) those patents within the Licensed Patent Rights, if any, that ImmunoGen CytomX would be willing to sublicense to such Applicant in accordance with the terms of this Agreement. As soon as practicable following the date of receipt by CytomX ImmunoGen of the Proposed Patent List, ImmunoGen and CytomX and ImmunoGen shall discuss in good faith the patents within the Licensed Patent Rights to be included on the Proposed Patent List and ImmunoGen CytomX shall consider in good faith CytomXImmunoGen’s proposals for changes to the Proposed Patent List with respect to the patents within the Licensed Patent Rights. Not later than the end of the period specified by Applicable LawsLaws , ImmunoGen CytomX shall provide the Applicant with a copy of the Proposed Patent List; provided, however, that ImmunoGen CytomX shall incorporate certain CytomX ImmunoGen requests in accordance with Section 5.5.3(d) hereof. Notwithstanding the enforcement rights with respect to the Licensed Patent Rights set forth in Section 5.2.2 hereof, ImmunoGen CytomX shall have the right to include any of the patents within the Licensed Patent Rights on the Proposed Patent List to the extent that ImmunoGen CytomX reasonably believes that a claim of patent infringement for such patent could be asserted by either CytomX ImmunoGen or ImmunoGenCytomX; provided, however, that the right to control any suit or proceeding in which such a claim is asserted shall be as set forth in Section 5.5.4 hereof. [***] Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Preparation of Proposed Patent List. Not later than [***] twenty (20) days from the date of receipt by ImmunoGen CytomX of a copy of a Biosimilar Application and related manufacturing information, ImmunoGenCytomX, with cooperation from CytomXImmunoGen, shall prepare and provide CytomX ImmunoGen with a list (the “Proposed Patent List”) of (i) those patents within the Licensed Patent Rights that ImmunoGen CytomX reasonably believes would be infringed by the manufacture and/or sale of the Proposed Biosimilar Product and (ii) those patents within the Licensed Patent Rights, if any, that ImmunoGen CytomX would be willing to sublicense to such Applicant in accordance with the terms of this Agreement. As soon as practicable following the date of receipt by CytomX ImmunoGen of the Proposed Patent List, ImmunoGen and CytomX and ImmunoGen shall discuss in good faith the patents within the Licensed Patent Rights to be included on the Proposed Patent List and ImmunoGen CytomX shall consider in good faith CytomXImmunoGen’s proposals for changes to the Proposed Patent List with respect to the patents within the Licensed Patent Rights. Not later than the end of the period specified by Applicable Laws, ImmunoGen CytomX shall provide the Applicant with a copy of the Proposed Patent List; provided, however, that ImmunoGen CytomX shall incorporate certain CytomX ImmunoGen requests in accordance with Section 5.5.3(d) hereof. Notwithstanding the enforcement rights with respect to the Licensed Patent Rights set forth in Section 5.2.2 hereof, ImmunoGen CytomX shall have the right to include any of the patents within the Licensed Patent Rights on the Proposed Patent List to the extent that ImmunoGen CytomX reasonably believes that a claim of patent infringement for such patent could be asserted by either CytomX ImmunoGen or ImmunoGenCytomX; provided, however, that the right to control any suit or proceeding in which such a claim is asserted shall be as set forth in Section 5.5.4 hereof.

Preparation of Proposed Patent List. Not later than [***] days from the date of receipt by ImmunoGen Novartis of a copy of a the Biosimilar Application and related manufacturing informationNotice, ImmunoGen, with cooperation from CytomX, Novartis shall prepare and provide CytomX ImmunoGen with a list (the “Proposed Patent List”) of (i) those patents within the Licensed Patent Rights Rights, if any, that ImmunoGen Novartis reasonably believes would be infringed by the manufacture and/or sale of the Proposed Biosimilar Product and (ii) those patents within the Licensed Patent Rights, if any, that ImmunoGen Novartis would be willing to sublicense to such Applicant in accordance with the terms of this Agreement, and with such other information pertaining to the Licensed Patent Rights as would be required to be provided to the Applicant under the BPCIA or other Applicable Law (the “Other Required Information”). As soon as practicable Within [***] following the date of receipt by CytomX ImmunoGen of the Proposed Patent ListList and Other Required Information, CytomX ImmunoGen and ImmunoGen Novartis shall discuss in good faith the patents within the Licensed Patent Rights to be included on the Proposed Patent List and ImmunoGen the Other Required Information and Novartis shall consider in good faith CytomXImmunoGen’s proposals for changes to the Proposed Patent List with respect to and the patents within the Licensed Patent RightsOther Required Information. Not later than the end Within [***] following Novartis’ receipt of the period specified by Applicable LawsBiosimilar Notice, ImmunoGen Novartis shall provide the Applicant with a copy of the Proposed Patent List; provided, however, that ImmunoGen shall incorporate certain CytomX requests in accordance with Section 5.5.3(d) hereof. Notwithstanding List and the enforcement rights with respect to the Licensed Patent Rights set forth in Section 5.2.2 hereof, ImmunoGen shall have the right to include any of the patents within the Licensed Patent Rights on the Proposed Patent List to the extent that ImmunoGen reasonably believes that a claim of patent infringement for such patent could be asserted by either CytomX or ImmunoGenOther Required Information; provided, however, that the right Proposed Patent List provided to control Applicant shall include any suit or proceeding patent within the Licensed Patent Rights specified in which such a claim is asserted shall be as set forth in Section 5.5.4 hereofwriting by ImmunoGen for inclusion, absent manifest error.

Preparation of Proposed Patent List. Not later than [***] days from the date of receipt by ImmunoGen CytomX of a copy of a Biosimilar Application and related manufacturing information, ImmunoGenCytomX, with cooperation from CytomXImmunoGen, shall prepare and provide CytomX ImmunoGen with a list (the “Proposed Patent List”) of (i) those patents within the Licensed Patent Rights that ImmunoGen CytomX reasonably believes would be infringed by the manufacture and/or sale of the Proposed Biosimilar Product and (ii) those patents within the Licensed Patent Rights, if any, that ImmunoGen CytomX would be willing to sublicense to such Applicant in accordance with the terms of this Agreement. As soon as practicable following the date of receipt by CytomX ImmunoGen of the Proposed Patent List, ImmunoGen and CytomX and ImmunoGen shall discuss in good faith the patents within the Licensed Patent Rights to be included on the Proposed Patent List and ImmunoGen CytomX shall consider in good faith CytomXImmunoGen’s proposals for changes to the Proposed Patent List with respect to the patents within the Licensed Patent Rights. Not later than the end of the period specified by Applicable Laws, ImmunoGen CytomX shall provide the Applicant with a copy of the Proposed Patent List; provided, however, that ImmunoGen CytomX shall incorporate certain CytomX ImmunoGen requests in accordance with Section 5.5.3(d) hereof. Notwithstanding the enforcement rights with respect to the Licensed Patent Rights set forth in Section 5.2.2 hereof, ImmunoGen CytomX shall have the right to include any of the patents within the Licensed Patent Rights on the Proposed Patent List to the extent that ImmunoGen CytomX reasonably believes that a claim of patent infringement for such patent could be asserted by either CytomX ImmunoGen or ImmunoGenCytomX; provided, however, that the right to control any suit or proceeding in which such a claim is asserted shall be as set forth in Section 5.5.4 hereof.