Program Patents. Adimab shall solely own, regardless of inventorship, all Patents Covering Adimab Platform Technology Improvements and, prior to Commercial Option exercise, all Program Antibody Patents. Surface shall own, regardless of inventorship, from and after the date of Commercial Option exercise, all Licensed Program Antibody Patents, subject to the terms and conditions of this Agreement. Ownership of all Program Patents other than those referred to in the foregoing two (2) sentences shall be owned based on inventorship. Program Inventions (to the extent not Patented and addressed above) that constitute Adimab Platform Technology Improvements shall be owned by Adimab and all other Program Inventions shall be owned by the Party that created it.
Program Patents. 6 1.37 Program Technology . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1.38 Project Team . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 1.39 Regulatory Approval . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Program Patents. Arena shall be responsible for the preparation, filing, prosecution and maintenance of all Program Patents throughout the world. Arena shall keep Eisai informed of progress with regard to the preparation, filing, prosecution and maintenance of Program Patents throughout the world in a timely manner, but no less frequently than once per Calendar Quarter. To that end, Arena shall: (i) provide Eisai with a copy of the final draft of any proposed application for the Program Patents at least 30 days prior to filing the same in any country in the world, unless otherwise agreed by patent counsel for each Party, and Arena shall consider in good faith any comments or revisions suggested by Eisai or its counsel; (ii) promptly provide Eisai with a copy of each patent application as filed, together with a notice of its filing date and serial number; (iii) provide Eisai with a copy of any action, communication, letter, or other correspondence issued by the applicable patent office within at least 10 days of receipt thereof, and Arena shall consult with Eisai regarding responding to the same and shall consider in good faith any comments, strategies, and the like proposed by Eisai or its counsel; (iv) provide Eisai with a copy of any response, amendment, paper, or other correspondence filed with the applicable patent office within 10 days of Arena’s receipt of the as-filed document; and (v) promptly notify Eisai of the allowance, grant, or issuance of such Program Patents in any country in the world. If Arena elects to abandon or cease prosecution or maintenance of any Program Patent in any country in the world, Arena shall provide reasonable prior written notice to Eisai of such intention to abandon (which notice shall, to the extent possible, be given no later than 90 calendar days prior to the next deadline for any action that must be taken with respect to any such Program Patent in the relevant patent office). In such case, at Eisai’s sole discretion, upon written notice to Arena, Eisai may elect to continue prosecution or maintenance of any such Program Patent, and Arena shall take such actions, at Arena’s expense, as may be reasonably necessary to enable Eisai to do so. The reasonable and documented costs and expenses of preparing, filing, prosecuting and maintaining the Program Patents (A) in the Territory, shall be shared equally by the Parties and (B) in any country outside the Territory, shall be borne 80% by Arena and 20% by Eisai. Notwithstanding the above, e...
Program Patents. The Parties shall work in good faith to establish the strategy for Prosecuting Program Patents, and shall use outside counsel mutually agreeable to the Parties in connection with such Prosecution. The costs and expenses incurred as a result of Prosecuting any such Program Patents shall be borne equally by the Parties. The Parties shall
(i) exchange (A) drafts of any new application with respect to any Program Patent prior to filing that application, allowing adequate time for review and comment by the other Party if possible, and each Party shall take into account any reasonable comments or consideration of the other Party and (B) copies of all correspondence from any and all patent offices concerning applications with respect any Program Patents and have an opportunity to comment on any proposed responses, voluntary amendments and submissions of any kind to be made to any and all such patent offices; and (ii) with respect to any Program Patents, use Commercially Reasonable Efforts to cooperate and work together in good faith to Prosecute such Program Patents in a manner reasonably consistent with the Development and Commercialization of Licensed Products under this Agreement. If at any time either Party decides not to file, prosecute, or maintain any Program Patent in the other Party’s Commercial Territory, such Party (the “Abandoning Party”) shall give the other Party reasonable notice of same (such notice to be provided reasonably in advance of any statutory, response, maintenance fee, or similar deadlines); and after receipt of such notice, the other Party may, upon written election to the Abandoning Party, file, prosecute, or maintain such Program Patents in its sole discretion at its own expense and shall be made the exclusive attorney of record for such Program Patents and the Abandoning Party shall promptly assign to the other Party any such Program Patents as a result of the other Party’s assumption of any such responsibility. A Party assuming control of Program Patents shall continue to keep the Abandoning Party reasonably informed with respect to the status of such Program Patents and their prosecution in the Abandoning Party’s Commercial Territory.
Program Patents. (i) Subject to the terms and conditions of any Third Party Collaboration, Adimab shall solely own, regardless of inventorship, all Program Patents included in Adimab Core Technology Improvements and, subject to Section 4.2(b)(ii) and the terms and conditions of any Third Party Collaboration, Adimab shall solely own, regardless of inventorship, all Program Antibody Patents.
(ii) Subject to the terms and conditions of any Third Party Collaboration, Mersana shall solely own, regardless of inventorship, all Program Patents included in Mersana Core Technology Improvements and, subject to Section 4.2(c)(ii) and the terms and conditions of any Third Party Collaboration, Mersana shall solely own, regardless of inventorship, all Program Non-Antibody Patents.
(iii) Subject to the terms and conditions of any Third Party Collaboration, all Joint Program Patents shall be jointly owned by the Parties.
Program Patents. Subject to [* * *] final decision making authority pursuant to Section 2.7, the Working Group for patent prosecution shall determine which Party has the first right, but not the obligation, to Prosecute and Maintain the Program Patents other than Product-Specific Patents, at such Party’s sole cost and expense. The Prosecuting Party shall keep the other Party reasonably informed of the status of the Program Patents and shall promptly provide such other Party with all material correspondence received from any patent authority in connection therewith. In addition, the Prosecuting Party shall promptly provide the other Party with drafts of all proposed material filings and correspondence to any patent authority with respect to the Program Patents for such other Party’s review and comment prior to the submission of such proposed filings and correspondences, and the Prosecuting Party shall consider the other Party’s reasonable comments in good faith. The Prosecuting Party shall notify the other Party of its intention to suspend or cease any Prosecution and Maintenance of any Program Patent at least [* * *] prior to any filing or payment due date, or any other due date that requires action, in connection with such Program Patent. In such event, the Prosecuting Party shall permit the other Party, at its discretion and at its sole expense, to continue Prosecution and Maintenance of such Program Patent; provided, that in the case where Lilly is the Prosecuting party and Avidity desires to continue Prosecution and Maintenance of such Program Patent, Avidity shall not continue such prosecution and maintenance if Lilly reasonably objects to the prosecution or maintenance by Avidity of such Program Patent.
Program Patents. As between the Parties, Lilly has the first right to bring and control any legal action in connection with any Infringement of any Program Patents at its own expense as it reasonably determines appropriate. Lilly shall keep Avidity reasonably informed of the status of such enforcement efforts for the Program Patents and shall consider in good faith Avidity’s comments thereon. Lilly shall provide Avidity with drafts of all material papers to be filed with the court and shall in good faith incorporate all reasonable comments thereto by Avidity before filing such papers. Avidity may, at its own expense, be represented in any such action by counsel of its own choice. If Lilly does not bring such legal action within [* * *] after the notice provided pursuant to Section 8.3.1, Avidity may bring and control any legal action in connection with such Infringement of any Program Patents at its own expense as it reasonably determines appropriate so long as Lilly does not reasonably object to such action.
Program Patents. Schering shall have the sole right and responsibility (at its expense) to Prosecute any and all Program Patents and shall have final decision making authority with respect to all matters related thereto. Schering shall keep Novacea reasonably informed regarding all patent filings and strategies related thereto.
Program Patents. As between the Parties, the Lead Party in respect of each Collaboration Program shall be entitled to direct the prosecution, maintenance and defense (including patent term extensions and supplementary protection certificates) of all Patents within the Program Technology (“Program Patents”) for the relevant Collaboration Program 224298306 v10 worldwide using mutually acceptable outside counsel appointed by the Parties. The Parties shall [***], through the JPC, to ensure that the Party not entitled to direct the prosecution, maintenance and defense of a particular Program Patent is kept reasonably informed on a regular basis regarding, and provided with reasonable opportunity to comment and consult on, all such activities in respect of such Program Patent. The costs associated with prosecution, maintenance and defense of Program Patents, including the fees of jointly-appointed outside counsel, shall be allocated between the Parties as set forth in Section 11.4 or Section 11.5, irrespective of which Party incurs such costs. The Party with the right to direct the prosecution, maintenance and defense of a particular Program Patent will give reasonable notice to the other Party before determining to abandon the prosecution, maintenance or defense of such Program Patent, and the other Party would, upon receipt of such notice or the first Party’s otherwise abandoning the prosecution, maintenance or defense of the Program Patent, be entitled to assume and thereafter direct such prosecution, maintenance or defense activities, at its own cost and expense. In such circumstances, the Party relinquishing direction of the prosecution, maintenance or defense activities will still be kept reasonably informed on a regular basis regarding, and provided with reasonable opportunity to comment and consult on, all such activities.
Program Patents. 12
1. 68 Program Patent Valid Claim...................................12 1.69 Registration.................................................12 1.70 Representative of a Party....................................12 1.71 Research Projects............................................13 1.72 Research Program.............................................13
