Program Antibody Patents Clause Samples
Program Antibody Patents. Surface shall have the sole right (but not obligation except as provided below) to Prosecute all Program Antibody Patents, at Surface’s expense, and prior to Commercial Option exercise, in Adimab’s name, and after Commercial Option exercise, in Adimab’ s name to the extent that any Licensed Program Antibody Patent is not assigned to Surface pursuant to Section 3.3(b)(i). Such right shall continue for the duration of the longer of the Evaluation Term and, if Surface exercises the Commercial Option, the term of the license under Section 3.3(b)(ii), subject to all of the following:
(i) Prior to Commercial Option exercise, [***]
(ii) Prior to Commercial Option exercise, [***]
(iii) Both prior to and after Commercial Option exercise, Adimab shall have the right to review and comment on prosecution of the Program Antibody Patents, and Surface shall reasonably consider but is not required to accept any such comments. Adimab shall grant Surface the necessary authority to Prosecute the Program Antibody Patents (including that Adimab shall join any suit or action regarding the foregoing at Surface’s request). Surface shall provide Adimab with copies of all correspondence with patent offices relating thereto (including office actions and the like) promptly after receipt and drafts of all filings and correspondence with such offices no less than [***] in advance of filing.
(iv) If Surface does not exercise the Commercial Option for a Target, then [***]
(v) If Surface does exercise the Commercial Option for a Target, then [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. DEVELOPMENT AND OPTION AGREEMENT
(vi) [***]
(vii) Surface shall use Commercially Reasonable Efforts to Prosecute at least one Licensed Program Antibody Patent in at least each country of the Major Markets.
(viii) Surface shall be solely responsible for all costs of the activities under this Section 5.4(b), except (A) as expressly provided under this Section 5.4(b) or (B) that to the extent Adimab hires counsel to review and comment on Surface’s prosecution then Adimab shall be solely responsible for the fees to such counsel.
(ix) Except as provided in this Agreement, Adimab shall not disclose or claim (o...
Program Antibody Patents. Subject to Adimab’s rights under Section 5.2(c), neither Party is entitled to practice or license any Program Antibody Patent that is not a Licensed Program Antibody Patent without consent of and without a duty of accounting to the other Party; except that (x) Adimab may practice such Program Antibody Patents within the scope of its license under Section 3.1(b) and (y) Kairos (and others) may practice such Program Antibody Patents within the scope of its license under Section 3.1(a) and covenant not to ▇▇▇ under Section 3.5(b).
Program Antibody Patents. (i) Arsanis shall have the sole right (but not the obligation) to file and prosecute all Program Antibody Patents, all at Arsanis’ expense, including the costs of all foreign and PCT filings. Adimab will have the opportunity to review and comment upon any patent applications and correspondence related to preparing and prosecuting such Program Antibody Patents. Arsanis shall incorporate Adimab’s reasonable comments and shall confer and reasonably discuss with Adimab any concerns Arsanis has with Adimab’s comments and seek to resolve the concerns by mutual agreement. Arsanis shall give Adimab no less than [**] days to comment on each draft filing or patent office correspondence in connection with the foregoing prosecution. If additional documentation is required in order for Arsanis to exercise its rights under this paragraph, then the Parties’ respective patent counsel shall reasonably cooperate as to the form of such additional documentation and Adimab shall provide such required additional documentation (which may include a power of attorney).
(ii) Prior to applicable Option exercise, Arsanis shall not file any Program Antibody Patent that cannot be prevented from publishing, but shall have the right to file Patents on Broad Non-CDR Antibody Inventions and Epitope Patents regardless of whether or not they can be prevented from publishing; provided, in the case of Patents on Broad Non-CDR Antibody Inventions and Epitope Patents, that if they cannot be prevented from publishing, they do not disclose Program Antibody sequences. If Arsanis pursuant to the foregoing sentence files any Patents on Broad Non-CDR Antibody Inventions or any Epitope Patents that in either case contain Program Antibody sequences, then until and unless Arsanis exercises the applicable Option, Arsanis shall timely prevent such Patents from publishing, and after Option exercise Arsanis shall only allow them to publish to the extent that the Program Antibody sequences that they contain are Licensed Antibody sequences.
(iii) If the Option Term for a Target expires without Arsanis exercising the applicable Option, then to the extent any claims in any Program Antibody Patents Cover Program Antibodies to such Target (and no other Program Antibodies that may become Licensed Antibodies), such claims shall be abandoned, Arsanis shall no longer have the right to file, prosecute or maintain such claims, and without Arsanis’ prior written consent Adimab may not use any Confidential Information or ...
Program Antibody Patents. On a Research Program-by-Research Program basis, Alector will have the sole right (but not the obligation) to file, prosecute, maintain, defend, enforce and extend all Program Antibody Patents, at Alector’s expense. Such right will continue for the duration of the longer of the Evaluation Term and, if Alector exercises the Option, the Term, subject to all of the following:
(i) No Disclosure of Sequences Prior to Option Exercise. Prior to Option exercise, Alector will not disclose the sequence of any Program-Benefited Antibody in any Program Antibody Patent, or in the prosecution of any Program Antibody Patent, unless such Program Antibody Patent or such prosecution history can be prevented from publishing. Alector will prevent the publication of any such Program Antibody Patent prior to Option exercise (e.g., by exercising the Option prior to publication or expressly abandoning such Program Antibody Patent).
(ii) Certain information, as identified by [***], has been excluded from this agreement because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed.
Program Antibody Patents. On a Target-by-Target basis, Adagio will have the sole right to file and prosecute all Program Antibody Patents, at Adagio’s expense, and prior to Option exercise, Adagio will record Adimab as the sole assignee. Such right will continue for the duration of the longer of the Evaluation Term and, if Adagio exercises the Option, the Term, subject to all of the following:
Program Antibody Patents. On a Target-by-Target basis, ▇▇▇▇▇▇▇▇ will have the sole right to file and prosecute all Program Antibody Patents, at ▇▇▇▇▇▇▇▇’▇ expense, and prior to Option exercise, ▇▇▇▇▇▇▇▇ will record Adimab as the sole assignee, subject to the remainder of this Section 5.4(c) (Program Antibody Patents). Such right will continue for the duration of the longer of the Evaluation Term and, if ▇▇▇▇▇▇▇▇ exercises the Option, the Term, subject to all of the following:
Program Antibody Patents. Company hereby grants Twist a non-exclusive, worldwide, royalty-free, perpetual, irrevocable right, including the right to grant and authorize sublicenses through multiple tiers, to practice and otherwise exploit Program Antibody Patents and any Inventions owned or controlled by Company, solely in connection with the use and exploitation by or under the authority of Twist of the Antibody Libraries.