Program Antibody Patents. Leap shall have the sole and exclusive right to file, prosecute and maintain, defend and enforce all Program Antibody Patents, at Leap’s expense, and prior to Option exercise, in Adimab’s name, and after Option exercise, in Leap’s name. Such right shall continue for the duration of the longer of the Evaluation Term and, if Leap exercises the Option, the Term. Such right shall include, following the exercise of the Option, having the exclusive right, but not the obligation, to, at its expense, initiate, prosecute, and control any action or legal proceedings, and/or enter into a settlement, including any declaratory judgment action, with respect to the Program Antibody Patents. In any such litigation brought by Leap with respect to the Program Antibody Patents, Leap shall have the right to join Adimab as a party to such litigation, and Adimab shall cooperate reasonably with respect thereto, as requested by Leap [***]. The exercise of the right to file and prosecute the Program Antibody Patents shall be subject to all of the following: (i) Prior to Option exercise, Leap shall not file any Program Antibody Patent that discloses the sequence of any Program Antibody unless such Program Antibody Patent can be prevented from publishing. (ii) Prior to Option exercise, to the extent that individual Program Antibodies represent distinct patentable inventions, they shall be disclosed in separate applications and not as a group (e.g., as a filing on multiple patentable inventions), unless Adimab consents in its discretion in writing in advance to another approach. (iii) Both prior to and after Option exercise, Adimab shall have the right to review and comment on prosecution of the Program Antibody Patents, and Leap 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 [***]. (iv) If Leap does not exercise the Option, then all Program Antibody Patents that had been filed (if any) shall be promptly abandoned without being published and within [***] Leap shall make any and all filings necessary to result in such abandonment without publication (at Leap’s expense) and provide documentation thereof to Adimab. (v) If Leap does exercise the Option, then all Program Antibody Patents that had been filed for such Target that disclose Program Antibody sequences other than the sequences of Optioned Antibodies for that Target shall be promptly abandoned without being published and [***] Leap shall make any and all filings necessary to result in such abandonment without publication (at Leap’s expense) and provide documentation thereof to Adimab. (vi) Leap shall ensure that the sequences of Program Antibodies that are not Optioned Antibodies shall not become published through Program Antibody Patents. (vii) If Leap does exercise the Option, then Leap shall [***] to be consistent with the Commercially Reasonable Efforts standard. (viii) Leap shall be [***].
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Program Antibody Patents. Leap (i) Arsanis shall have the sole right (but not the obligation) to file and exclusive right to file, prosecute and maintain, defend and enforce all Program Antibody Patents, all at Leap’s Arsanis’ expense, including the costs of all foreign and prior PCT filings. Adimab will have the opportunity to Option exercise, in Adimab’s name, review and after Option exercise, in Leap’s name. Such right shall continue for the duration of the longer of the Evaluation Term and, if Leap exercises the Option, the Term. Such right shall include, following the exercise of the Option, having the exclusive right, but not the obligation, to, at its expense, initiate, prosecute, comment upon any patent applications and control any action or legal proceedings, and/or enter into a settlement, including any declaratory judgment action, with respect correspondence related to the preparing and prosecuting such Program Antibody Patents. In Arsanis shall incorporate Adimab’s reasonable comments and shall confer and reasonably discuss with Adimab any such litigation brought concerns Arsanis has with Adimab’s comments and seek to resolve the concerns by Leap mutual agreement. Arsanis shall give Adimab no less than [**] days to comment on each draft filing or patent office correspondence in connection with respect 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 Program Antibody Patents, Leap shall have the right to join Adimab as a party to form of such litigation, additional documentation and Adimab shall cooperate reasonably with respect thereto, as requested by Leap [***]. The exercise provide such required additional documentation (which may include a power of the right to file and prosecute the Program Antibody Patents shall be subject to all of the following:attorney).
(iii) Prior to applicable Option exercise, Leap Arsanis shall not file any Program Antibody Patent that discloses cannot be prevented from publishing, but shall have the sequence right to file Patents on Broad Non-CDR Antibody Inventions and Epitope Patents regardless of any Program Antibody unless such Program Antibody Patent whether or not they can be prevented from publishing.
(ii) Prior ; 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, exercise Arsanis shall only allow them to publish to the extent that individual the Program Antibodies represent distinct patentable inventions, Antibody sequences that they shall be disclosed in separate applications and not as a group (e.g., as a filing on multiple patentable inventions), unless Adimab consents in its discretion in writing in advance to another approachcontain are Licensed Antibody sequences.
(iii) Both prior 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 after Option exerciseno other Program Antibodies that may become Licensed Antibodies), Adimab such claims shall be abandoned, Arsanis shall no longer have the right to review and comment on prosecution of the Program Antibody Patentsfile, prosecute or maintain such claims, and Leap shall provide without Arsanis’ prior written consent Adimab with copies may not use any Confidential Information or Program Know-How of all correspondence with patent offices relating thereto Arsanis, or any Arsanis Program Inventions, or (including office actions and the likeunless independently developed) promptly after receipt and drafts any Program Know-How of all filings and correspondence with such offices no less than [***]Adimab, to seek any claims in any Patents directed to Program Antibodies.
(iv) If Leap does not exercise the Option, then all Program Antibody Patents that had been filed (if any) shall be promptly abandoned without being published and within [***] Leap shall make any and all filings necessary to result in such abandonment without publication (at Leap’s expense) and provide documentation thereof to Adimab.
(v) If Leap does exercise the Option, then all Program Antibody Patents that had been filed for such Target that disclose Program Antibody sequences other than the sequences of Optioned Antibodies for that Target shall be promptly abandoned without being published and [***] Leap shall make any and all filings necessary to result in such abandonment without publication (at Leap’s expense) and provide documentation thereof to Adimab.
(vi) Leap shall ensure that the sequences of Program Antibodies that are not Optioned Antibodies shall not become published through Program Antibody Patents.
(vii) If Leap does exercise the Option, then Leap shall [***] to be consistent with the Commercially Reasonable Efforts standard.
(viii) Leap shall be [***].
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Program Antibody Patents. Leap (i) Kairos shall have the sole right (but not the obligation) to file and exclusive right to file, prosecute and maintain, defend and enforce all Program Antibody Patents, all at LeapKairos’s expense, including the costs of all foreign and prior PCT filings. Adimab will have the opportunity to Option exercise, in Adimab’s name, review and after Option exercise, in Leap’s name. Such right shall continue for the duration of the longer of the Evaluation Term and, if Leap exercises the Option, the Term. Such right shall include, following the exercise of the Option, having the exclusive right, but not the obligation, to, at its expense, initiate, prosecute, comment upon any patent applications and control any action or legal proceedings, and/or enter into a settlement, including any declaratory judgment action, with respect correspondence related to the preparing and prosecuting such Program Antibody Patents. In Kairos shall incorporate Adimab’s reasonable comments and shall confer and reasonably discuss with Adimab any such litigation brought concerns Kairos has with Adimab’s comments and seek to resolve the concerns by Leap with respect to the Program Antibody Patents, Leap mutual agreement. Kairos shall have the right to join give Adimab as a party to such litigation, and Adimab shall cooperate reasonably with respect thereto, as requested by Leap no less than [***]] days to comment on each draft filing or patent office correspondence in connection with the foregoing prosecution. The If additional documentation is required in order for Kairos to exercise its rights under this paragraph, then the Parties’ respective patent counsel shall reasonably cooperate as to the form of the right to file such additional documentation and prosecute the Program Antibody Patents Adimab shall be subject to all provide such required additional documentation (which may include a power of the following:attorney).
(iii) Prior to applicable Option exercise, Leap Kairos shall not file any Program Antibody Patent that discloses cannot be prevented from publishing, but shall have the sequence right to file Patents on Broad Target/Non-CDR Antibody Inventions and Broad Target/Non-CDR Antibody Patents, regardless of any Program Antibody unless such Program Antibody Patent whether or not they can be prevented from publishing.
; provided, in the case of Patents on Broad Target/Non-CDR Antibody Inventions and Broad Target/Non- CDR Antibody Patents, that if they cannot be prevented from publishing, they do not disclose Program Antibody sequences. If Kairos pursuant to the foregoing sentence files any Patents on Broad Target/Non-CDR Antibody Inventions or any Broad Target/Non-CDR Antibody Patents that in either case contain Program Antibody sequences, then until and unless Kairos exercises the applicable Option, Kairos shall timely prevent such Patents from publishing (ii) Prior including by abandoning such patent application if necessary), to the degree that it is legally possible, and after Option exercise, exercise Kairos shall only allow them to publish to the extent that individual the Program Antibodies represent distinct patentable inventions, Antibody sequences that they shall be disclosed in separate applications and not as a group (e.g., as a filing on multiple patentable inventions), unless Adimab consents in its discretion in writing in advance to another approachcontain are Licensed Antibody sequences.
(iii) Both prior If the Option for a Target is exercised by Kairos, then Kairos shall abandon those Program Antibody Patents that Cover or disclose Program Antibody sequences to the extent that such Program Antibodies are not Licensed Antibodies and after Option exercise, Adimab shall have no right to file, prosecute or maintain such claims. If the Option Term for a Target expires without Kairos exercising the applicable Option, then Program Antibody Patents that Cover or disclose the Program Antibodies to such Target shall be abandoned, and Kairos shall no longer have the right to review and comment on prosecution file, prosecute or maintain such claims. Without Kairos’s prior written consent, Adimab may not use any Confidential Information or Program Know-How of Kairos, or any Program Know-How of Adimab, unless in each case independently developed in a manner in compliance with the Program Antibody Patents, and Leap shall provide Adimab with copies terms of all correspondence with patent offices relating thereto this Agreement (including office actions and the likerestrictions on Subject Antibody Libraries contained herein), to seek (or have or license any others to seek) promptly after receipt and drafts of all filings and correspondence with such offices no less than [***].
(iv) If Leap does not exercise the Option, then all Program Antibody any claims in any Patents that had been filed (if any) shall be promptly abandoned without being published and within [***] Leap shall make any and all filings necessary to result in such abandonment without publication (at Leap’s expense) and provide documentation thereof to Adimab.
(v) If Leap does exercise the Option, then all Program Antibody Patents that had been filed for such Target that which Cover or disclose Program Antibody sequences other than the sequences of Optioned Antibodies for that Target shall be promptly abandoned without being published and [***] Leap shall make any and all filings necessary to result in such abandonment without publication (at Leap’s expense) and provide documentation thereof to Adimabsequences.
(vi) Leap shall ensure that the sequences of Program Antibodies that are not Optioned Antibodies shall not become published through Program Antibody Patents.
(vii) If Leap does exercise the Option, then Leap shall [***] to be consistent with the Commercially Reasonable Efforts standard.
(viii) Leap shall be [***].
Appears in 1 contract
Samples: Collaboration Agreement (Compass Therapeutics, Inc.)
Program Antibody Patents. Leap Scholar Rock shall have the sole and exclusive right to file, file and prosecute and maintain, defend and enforce all Program Antibody Patents, at LeapScholar Rock’s expense, and prior to Option exercise, in Adimab’s name, and after Option exercise, in Leap’s namerecording Adimab as the sole assignee. Such right shall continue for the duration of the longer of the Evaluation Term (or Fibrosis Evaluation Term, as applicable) and, if Leap Scholar Rock exercises the Option, the Term. Such right shall include, following the exercise of the Option, having the exclusive right, but not the obligation, to, at its expense, initiate, prosecute, and control any action or legal proceedings, and/or enter into a settlement, including any declaratory judgment action, with respect to the Program Antibody Patents. In any such litigation brought by Leap with respect to the Program Antibody Patents, Leap shall have the right to join Adimab as a party to such litigation, and Adimab shall cooperate reasonably with respect thereto, as requested by Leap [***]. The exercise of the right to file and prosecute the Program Antibody Patents shall be subject to all of the following:
(i) Prior to Option exercise, Leap Scholar Rock shall not file any Program Antibody Patent that discloses the sequence of any Program Antibody unless such Program Antibody Patent can be prevented from publishing.
(ii) Prior to Option exercise, to the extent that individual Program Program-Benefited Antibodies represent distinct patentable inventions, they shall be disclosed in separate applications and not as a group (e.g., as a filing on multiple patentable inventions), unless Adimab consents in its discretion in writing in advance to another approach.
(iii) Both prior to and after Option exercise, Adimab shall have the right to review and comment on prosecution of the Program Antibody Patents, and Leap 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 [***].
(iv) If Leap Scholar Rock does not exercise the OptionOption during the Evaluation Term (or Fibrosis Evaluation Term, as applicable), with respect to a Target, then all Program Antibody Patents that had been filed (if any) related to such Target shall be promptly abandoned without being published and within [***] Leap days after the Option expiring Scholar Rock shall make any and all filings necessary to result in such abandonment without publication (at LeapScholar Rock’s expense) and provide documentation thereof to Adimab, and the licenses to such Program Antibody Patents provided to Scholar Rock under Article 3 (Licenses; Option; Development & Commercialization) shall then expire.
(viv) If Leap does exercise the Option, then all Program Antibody Patents that had been filed for such Target that disclose Program Antibody sequences other than the sequences of Optioned Antibodies for that Target shall be promptly abandoned without being published and [***] Leap shall make any and all filings necessary to result in such abandonment without publication (at Leap’s expense) and provide documentation thereof to Adimab.
(vi) Leap Scholar Rock shall ensure that the sequences of Program Antibodies that are not Non-Optioned Antibodies shall not become published through Program Antibody Patents. published.
(viiv) If Leap does exercise the Option, then Leap Scholar Rock shall [***] to be consistent with the use Commercially Reasonable Efforts standard.
(viii) Leap shall be to [***].
(vi) Scholar Rock shall be solely responsible for all costs of the activities under this Section 5.4(b) (Program Antibody Patents), except that to the extent Adimab hires counsel to review and comment on Scholar Rock’s prosecution in which case Adimab shall be solely responsible for the fees to such counsel.
(vii) On a quarterly basis, Scholar Rock shall provide Adimab with a summary of all material actions filed with patent offices relating to the prosecution of the Program Antibody Patents. Scholar Rock may request, in its sole discretion, that Adimab review and comment on certain prosecution matters related to the Program Antibody Patents, including drafts of patent applications prior to filing such applications with the applicable patent offices.
Appears in 1 contract
Samples: Collaboration Agreement (Scholar Rock Holding Corp)
Program Antibody Patents. Leap iTeos shall have the sole and exclusive right to file, file and prosecute and maintain, defend and enforce all Program Antibody Patents, at LeapiTeos’s expense, and prior to Option exercise, in Adimab’s name, and after Option exercise, in Leap’s name. Such right shall continue for the duration of the longer of the Evaluation Term and, if Leap iTeos exercises the Option, the Term. Such right shall include, following the exercise of the Option, having the exclusive right, but not the obligation, to, at its expense, initiate, prosecute, and control any action or legal proceedings, and/or enter into a settlement, including any declaratory judgment action, with respect to the Program Antibody Patents. In any such litigation brought by Leap with respect to the Program Antibody Patents, Leap shall have the right to join Adimab as a party to such litigation, and Adimab shall cooperate reasonably with respect thereto, as requested by Leap [***]. The exercise of the right to file and prosecute the Program Antibody Patents shall be subject to all of the following:
(i) Prior to Option exercise, Leap iTeos shall not file any Program Antibody Patent that discloses the sequence of any Program Antibody unless such Program Antibody Patent can be prevented from publishingpublishing in the event that iTeos does not exercise its Option with respect to such Program Antibody.
(ii) Prior to Option exercise, to the extent that individual Program Program-Benefited Antibodies represent distinct patentable inventions, they shall be disclosed in separate applications and not as a group (e.g., as a filing on multiple patentable inventions), unless Adimab consents in its discretion in writing in advance to another approach.
(iii) Both prior to and after Option exercise, Adimab shall have the right to review and comment on prosecution of the Program Antibody Patents, and Leap iTeos 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 [***]20 business days in advance of filing.
(iv) If Leap iTeos does not exercise the Option, then all Program Antibody Patents that had been filed (if any) shall be promptly abandoned without being published and within [***] Leap after the Option expiring iTeos shall make any and all filings necessary to result in such abandonment without publication (at LeapiTeos’s expense) and provide documentation thereof to Adimab.
(v) If Leap iTeos does exercise the Option, then all Program Antibody Patents that had been filed for such Target that disclose Program Antibody sequences other than the sequences of Non-Optioned Antibodies for that Target shall be promptly abandoned without being published and within [***] Leap after Option exercise, iTeos shall make any and all filings necessary to result in such abandonment without publication (at LeapiTeos’s expense) and provide documentation thereof to Adimab.
(vi) Leap iTeos shall ensure ensure, solely on behalf of iTeos and its Affiliates, that the sequences of Program Antibodies that are not Non-Optioned Antibodies shall not become published through Program Antibody Patents. published.
(vii) If Leap does exercise iTeos shall prosecute at least one Optioned Program Antibody Patent in the OptionUnited States, then Leap shall [***] Japan and Europe, and such other countries as are required to be consistent with the Commercially Reasonable Efforts standard.
(viii) Leap iTeos shall be [***]solely responsible for all costs of the activities under this Section 5.4(b) (Program Antibody Patents), except that to the extent Adimab hires counsel to review and comment on iTeos’s prosecution in which case Adimab shall be solely responsible for the fees to such counsel.
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