Common use of Prosecution and Maintenance of Licensed Patents Clause in Contracts

Prosecution and Maintenance of Licensed Patents. Subject to Section 3.1.1, MedImmune shall, at its sole discretion, have the right to prosecute and maintain the Licensed Patents with reasonable commercial care taking into account the value of such Licensed Patents to ADCT. For any filings made after the Effective Date, MedImmune shall file national phase applications in Europe, US, Australia, Brazil, Canada, India, China, Japan and Russia with European validation in the UK, Germany, France, Spain, Italy, the Netherlands. ADCT may request that MedImmune file in countries other than those listed above (“Additional Filings”), but must do so in writing at least sixty (60) days prior to the deadline for filing on a country-by-country basis, the cost of such Additional Filings being borne by ADCT (unless such cost was already reimbursed by another MedImmune licensee). MedImmune agrees to maintain the pendency of the Licensed Patents for the term of this Agreement except to the extent that a patent application in the Licensed Patents is finally rejected by an administrative body of competent jurisdiction from which no appeal or further appeal can be taken. Notwithstanding the foregoing, if MedImmune wishes to abandon any of the Licensed Patents, MedImmune shall seek written authorization from ADCT, which authorization shall not unreasonably be withheld taking into account the value of such Licensed Patent(s) to ADCT in the context of this Agreement. MedImmune shall (i) keep ADCT reasonably informed with respect to the issuance of Licensed Patents, and (ii) keep ADCT reasonably informed with respect to the abandonment of any patent or patent application included in the Licensed Patents. With respect to the Development Patents included within the Licensed Patents, MedImmune shall (unless the prosecution is controlled by ADCT) (a) provide ADCT with copies of and an opportunity to review and comment upon the text of the applications relating to such Development Patents at least ten (10) days before filing, (b) provide ADCT with a copy of each submission made to and document received from a patent authority, court or other tribunal regarding any such Development Patents promptly after making such filing or receiving such document, including a copy of each application as filed together with notice of its filing date and application number, (c) keep ADCT advised of the status of all material communications, actual and prospective filings or submissions regarding such Development Patents, and will give ADCT copies of and an opportunity to review and comment on any such material communications, filings and submissions proposed to be sent to any patent authority or judicial body; and (d) incorporate ADCT’s reasonable comments on such communications, filings and submissions.

Prosecution and Maintenance of Licensed Patents. Subject to Section 3.1.1(a) ESPERION shall be responsible for and pay all future costs of prosecuting and maintaining the Hope/Rodrigueza and Xxxxx patents. ESPERION shall advise INEX in writing of all significant actions which it undertakes concerning the prosecution and maintenance of Hope/Rodrigueza and Xxxxx, MedImmune and shall, at except to the extent protected by attorney-client privilege between ESPERION and its sole discretionattorneys, have provide copies of the right substantive correspondence and documents which it sends or receives in connection therewith to INEX and, in the case of Hope/Rodrigueza, also to UBC. ESPERION shall diligently prosecute and maintain the Licensed Patents with reasonable commercial care taking into account Hope/Rodrigueza and Xxxxx patents, and ESPERION shall not irrevocably alter the value scope of patent coverage of such Licensed Patents patents without prior review by INEX and consideration of the opinion of INEX's patent advisor(s). Should ESPERION seek to ADCT. For discontinue or not pursue Hope/Rodrigueza and/or Xxxxx in any filings made after the Effective Datespecific jurisdiction, MedImmune then ESPERION shall file national phase applications in Europeprovide INEX, US, Australia, Brazil, Canada, India, China, Japan and Russia with European validation in the UKcase of Hope/Rodrigueza, Germanyalso UBC, Francewith notice of its decision to discontinue or not to pursue such patent in sufficient time, Spainnot to be less than forty-five (45) days, Italy, whereupon INEX shall become entitled to continue or pursue such patent in such jurisdiction at its own expense. Failure of ESPERION to maintain a granted or issued patent in a jurisdiction does not relieve ESPERION of the Netherlands. ADCT may request increased earned royalty obligation for that MedImmune file jurisdiction set out in countries other than those listed above Schedule A. ---------- (“Additional Filings”), but must do so in writing at least sixty (60b) days prior INEX and ESPERION shall each make available to the deadline for filing on a country-by-country basisother Party or such other Party's authorized attorneys, agents or representatives, such of its employees whom the cost other Party in its reasonable judgment deems necessary in order to assist it in obtaining patent protection of the Hope/Rodrigueza and/or Xxxxx patents. INEX and ESPERION shall each execute all legal documents reasonably necessary to support the filing, maintenance and prosecution of said patent applications. ESPERION shall, at the request of INEX and, in the case of Hope/Rodrigueza, UBC, enter into such Additional Filings being borne by ADCT (unless such cost was already reimbursed by another MedImmune licensee). MedImmune agrees further agreements and execute any and all documents as may reasonably be required to maintain the pendency ensure that ownership of the Licensed Patents for remains with the term of this Agreement except to the extent that a patent application in the Licensed Patents is finally rejected by an administrative body of competent jurisdiction from which no appeal or further appeal can be taken. Notwithstanding the foregoing, if MedImmune wishes to abandon any of the Licensed Patents, MedImmune shall seek written authorization from ADCT, which authorization shall not unreasonably be withheld taking into account the value of such Licensed Patent(s) to ADCT in the context of this Agreement. MedImmune shall (i) keep ADCT reasonably informed with respect to the issuance of Licensed Patents, and (ii) keep ADCT reasonably informed with respect to the abandonment of any patent or patent application included in the Licensed Patents. With respect to the Development Patents included within the Licensed Patents, MedImmune shall (unless the prosecution is controlled by ADCT) (a) provide ADCT with copies of and an opportunity to review and comment upon the text of the applications relating to such Development Patents at least ten (10) days before filing, (b) provide ADCT with a copy of each submission made to and document received from a patent authority, court or other tribunal regarding any such Development Patents promptly after making such filing or receiving such document, including a copy of each application as filed together with notice of its filing date and application number, (c) keep ADCT advised of the status of all material communications, actual and prospective filings or submissions regarding such Development Patents, and will give ADCT copies of and an opportunity to review and comment on any such material communications, filings and submissions proposed to be sent to any patent authority or judicial body; and (d) incorporate ADCT’s reasonable comments on such communications, filings and submissionslegal owner.

Prosecution and Maintenance of Licensed Patents. Subject The prosecution and maintenance of the Licensed Patents shall be the primary responsibility of LICENSOR. LICENSOR shall keep BUKWANG informed as to Section 3.1.1all developments with respect to Licensed Patents. BUKWANG shall be afforded reasonable opportunities to advise LICENSOR and cooperate with LICENSOR in such prosecution and maintenance. On or before Xxxxx 0, MedImmune shall0000, XXXXXXX shall notify LICENSOR of the countries in which BUKWANG wishes the International Patent Cooperation Treaty Application No. [***], filed [***], to be filed. LICENSOR may, at its sole discretionown expense, file patent applications in those countries in which BUKWANG elects not to file national applications. Such non-elected countries in which LICENSOR has filed a patent application will no longer be included in the Licensed Territory, and BUKWANG shall not have the right to Sell Licensed Products in non-elected countries. Prior to the execution of any third party licenses in such non-elected countries, LICENSOR shall offer BUKWANG a right of first refusal, which, if it is to be exercised, shall be exercised within thirty (30) days of BUKWANG’s receipt in writing from LICENSOR of a written proposal outlining the terms of a third party license. If BUKWANG elects to exercise its right of first refusal, then LICENSOR and BUKWANG shall execute a license on the same terms and conditions as those referred to in the third party license. If BUKWANG elects not to exercise its right of first refusal or fails to exercise its right of first refusal before the expiration of the aforesaid thirty (30) day period, then LICENSOR shall be free to execute the third party license. If BUKWANG should fail to timely make reimbursement for patent expenses incurred in filing, prosecuting or maintaining applications or patents in a particular country(ies) as required by Article 4.4 of this Agreement, LICENSOR shall have no further obligation to prosecute and or maintain the Licensed Patents with reasonable commercial care taking into account the value of in said country(ies). BUKWANG, upon ninety (90) days advance written notice to LICENSOR, may advise LICENSOR that it no longer wishes to pay expenses for filing, prosecuting or maintaining one or more Licensed Patents. LICENSOR may, at its option, elect to pay such expenses or permit such Licensed Patents to ADCTbecome abandoned or lapsed. For any filings made after the Effective DateIf LICENSOR elects to pay such expenses, MedImmune shall file national phase applications in Europe, US, Australia, Brazil, Canada, India, China, Japan and Russia with European validation in the UK, Germany, France, Spain, Italy, the Netherlands. ADCT may request that MedImmune file in countries other than those listed above (“Additional Filings”), but must do so in writing at least sixty (60) days prior to the deadline for filing on a country-by-country basis, the cost of such Additional Filings being borne by ADCT (unless such cost was already reimbursed by another MedImmune licensee). MedImmune agrees to maintain the pendency of the Licensed Patents for the term of this Agreement except to the extent that a patent application in the Licensed Patents is finally rejected by an administrative body of competent jurisdiction from which no appeal or further appeal can be taken. Notwithstanding the foregoing, if MedImmune wishes to abandon any of the Licensed Patents, MedImmune shall seek written authorization from ADCT, which authorization patents shall not unreasonably be withheld taking into account the value of such Licensed Patent(s) to ADCT in the context of this Agreement. MedImmune shall (i) keep ADCT reasonably informed with respect to the issuance of Licensed Patents, and (ii) keep ADCT reasonably informed with respect to the abandonment of any patent or patent application included in the Licensed Patents. With respect to the Development Patents included within the Licensed Patents, MedImmune shall (unless the prosecution is controlled by ADCT) (a) provide ADCT with copies of and an opportunity to review and comment upon the text of the applications relating to such Development Patents at least ten (10) days before filing, (b) provide ADCT with a copy of each submission made to and document received from a patent authority, court or other tribunal regarding any such Development Patents promptly after making such filing or receiving such document, including a copy of each application as filed together with notice of its filing date and application number, (c) keep ADCT advised of the status of all material communications, actual and prospective filings or submissions regarding such Development Patents, and will give ADCT copies of and an opportunity to review and comment on any such material communications, filings and submissions proposed to be sent subject to any patent authority or judicial body; and (d) incorporate ADCT’s reasonable comments on such communications, filings and submissionslicense granted to BUKWANG hereunder.

Prosecution and Maintenance of Licensed Patents. Subject to Section 3.1.1, MedImmune shall, at its sole discretion, QLT shall have the right to prosecute and maintain the Licensed Patents except that QLT acknowledges that UW controls the prosecution of those Licensed Patents that are licensed by RGX under the UW License. RGX will provide to QLT copies of all notices and information that RGX receives from UW and/or UW’s counsel or patent agents with respect to those Licensed Patents in the Field in the Territory and shall consult with QLT and follow the reasonable commercial care taking into account direction of QLT with respect to all decisions or directions with respect to those Licensed Patents in the value Field in the Territory (to the extent RGX has the right to, or UW gives RGX the opportunity to, decide or direct such matters under the UW License). RGX shall, at QLT’s option, either convey such direction or decision of QLT to UW, UW’s counsel and/or UW’s patent agent within the time period specified under the UW License or shall authorize QLT to correspond directly with UW, UW’s counsel and UW’s patent agent(s) with respect to, and to provide direction from time to time and make decisions with regard to, such Licensed Patents to ADCT. For any filings made after the Effective Date, MedImmune shall file national phase applications in Europe, US, Australia, Brazil, Canada, India, China, Japan and Russia with European validation in the UKField in the Territory. Upon receipt of invoices from UW or RGX, Germany, France, Spain, Italy, QLT shall pay directly to UW (or if required under the NetherlandsUW License advance funds) all reasonable costs charged to RGX by UW for the Licensed Patents in the Field licensed by RGX from UW in accordance with Section 11.6 and Section 11.7 of the UW License. ADCT may request In the event that MedImmune file in countries other than those listed above (“Additional Filings”), but must do so in writing at least sixty (60) days prior QLT does not wish to pursue the deadline for filing on a country-by-country basis, the cost prosecution or maintenance of such Additional Filings being borne by ADCT (unless such cost was already reimbursed by another MedImmune licensee). MedImmune agrees to maintain the pendency one or more of the Licensed Patents for the term of this Agreement except licensed by RGX from UW or does not wish to the extent that a patent application pursue such prosecution or maintenance in one or more specific countries in the Territory, QLT will give RGX notice of same a reasonable time in advance of any deadline for any payment, filing or action to be taken in connection therewith and RGX may prosecute or maintain such Licensed Patents is finally rejected by an administrative body of competent jurisdiction from which no appeal or further appeal can at its sole discretion and sole expense but such applications and resultant Patents will continue to be takenLicensed Patents under this Agreement. Notwithstanding the foregoing, if MedImmune wishes QLT gives written notice that QLT will not pursue the prosecution or maintenance of a RGX Patent (other than a Joint Patent) in any country in a Major Market, QLT will forfeit any rights it has to abandon such RGX Patent (except that QLT will maintain its ownership interest in a Joint Patent) in such country in the Major Market (but not any other country within the Major Market in which such prosecution and maintenance is pursued by QLT) unless QLT agrees to reimburse RGX for all costs incurred by RGX associated with such prosecution and maintenance in such country within the Major Market within 60 days after RGX notifying QLT that RGX has undertaken the prosecution and maintenance of such RGX Patent in such country. In the event such Licensed Patents also contain claims that apply only outside of the Licensed PatentsField, MedImmune shall seek written authorization from ADCT, which authorization QLT shall not unreasonably be withheld taking into account responsible for and RGX shall pay the value expenses relating to the preparation, prosecution and maintenance of such Licensed Patent(s) to ADCT in the context of this Agreement. MedImmune shall (i) keep ADCT reasonably informed with respect to the issuance of Licensed Patents, and (ii) keep ADCT reasonably informed with respect to the abandonment of any patent or patent application included in the Licensed Patents. With respect to the Development Patents included within the Licensed Patents, MedImmune shall (unless the prosecution is controlled by ADCT) (a) provide ADCT with copies of and an opportunity to review and comment upon the text Patent claims outside of the applications relating to such Development Patents at least ten (10) days before filing, (b) provide ADCT with a copy of each submission made to and document received from a patent authority, court or other tribunal regarding any such Development Patents promptly after making such filing or receiving such document, including a copy of each application as filed together with notice of its filing date and application number, (c) keep ADCT advised of the status of all material communications, actual and prospective filings or submissions regarding such Development Patents, and will give ADCT copies of and an opportunity to review and comment on any such material communications, filings and submissions proposed to be sent to any patent authority or judicial body; and (d) incorporate ADCT’s reasonable comments on such communications, filings and submissionsField.

Prosecution and Maintenance of Licensed Patents. Subject to Section 3.1.1Xxxx shall file, MedImmune shall, at its sole discretion, have the right to prosecute and maintain all Licensed Patents in accordance with Xxxx’x then-current patent protection and maintenance strategy/ies (determined in Xxxx’x reasonable discretion) with respect to its patent portfolio at Xxxx’x sole cost and expense. Xxxx shall provide Xxxxxx, upon Xxxxxx’x reasonable request, with copies of all material correspondence, applications and filings with respect to the Licensed Patents with reasonable commercial care taking into account Patents, filed with, sent to or received from the value of such Licensed Patents to ADCT. For any filings made after applicable patent office (following the Effective Datereceipt, MedImmune shall file national phase applications in Europefiling or submission thereof, US, Australia, Brazil, Canada, India, China, Japan and Russia with European validation in as the UK, Germany, France, Spain, Italy, the Netherlands. ADCT case may request that MedImmune file in countries other than those listed above (“Additional Filings”), but must do so in writing at least sixty (60) days prior to the deadline for filing on a country-by-country basis, the cost of such Additional Filings being borne by ADCT (unless such cost was already reimbursed by another MedImmune licenseebe). MedImmune agrees If Xxxx decides to maintain the pendency cease prosecution or maintenance of the Licensed Patents for the term of this Agreement except to the extent that a patent application in the Licensed Patents is finally rejected by an administrative body of competent jurisdiction from which no appeal or further appeal can be taken. Notwithstanding the foregoing, if MedImmune wishes to abandon any of the Licensed Patents, MedImmune Xxxx shall seek first provide Xxxxxx with written authorization from ADCT, which authorization shall not unreasonably be withheld taking into account the value notice of such Licensed Patent(sdecision within a reasonable period (but at least forty-five (45) days if practicable) prior to ADCT any pending filing or maintenance fee deadline of which it is aware so Xxxxxx may take on behalf of Xxxx, at Xxxxxx’x sole cost and expense, whatever reasonable action may be necessary with respect thereto so long as such action is not reasonably likely to be materially adverse to Xxxx, as would be reasonably apparent at the time such action is taken (and Xxxxxx shall notify Xxxx of such proposed actions prior to taking them). Xxxxxx may, in the context its sole discretion, thereafter assume responsibility for such prosecution or maintenance at its sole cost and expense, and shall notify Xxxx in writing prior to assumption if it elects to assume such responsibility. In such event, Xxxxxx shall provide Xxxx, upon Xxxx’x request, with copies of this Agreement. MedImmune shall (i) keep ADCT reasonably informed all material correspondence, applications, and other filings with respect to any such Licensed Patents assumed by Xxxxxx filed with, sent to or received from the issuance of applicable patent offices. In the event Xxxxxx so elects to assume such responsibility for a given Licensed PatentsPatent, Xxxx shall reasonably cooperate at Xxxxxx’x sole cost and (ii) keep ADCT reasonably informed with respect to the abandonment of expense. If Xxxxxx identifies any patent or patent application included in the Licensed Patents. With respect to the Development Patents included potential claims within the Licensed PatentsPatents which Xxxx has not and does not intend to file, MedImmune prosecute or continue, Xxxxxx, at its option and sole cost and expense, shall have the right to do so on Xxxx’x behalf with Xxxx’x prior reasonable consent in each instance (unless the prosecution is controlled by ADCT) not to be unreasonably withheld), and, in such case, Xxxx shall provide Xxxxxx reasonable cooperation and assistance in connection therewith, at Xxxxxx’x sole cost and expense and Xxxxxx shall keep Xxxx reasonably informed of material developments (a) including providing drafts of submissions for Xxxx’x review and comment prior to filing). Xxxxxx shall provide ADCT Xxxx, upon Xxxx’x request, with copies of all material correspondence, applications, and an opportunity other filings with respect thereto filed with, sent to review and comment upon or received from the text patent offices having jurisdiction. For the avoidance of doubt, Xxxxxx, as owner of the applications relating Xxxxxx Licensed IP, shall have the sole rights to file, prosecute and maintain and the sole rights to enforce, any patents and patent rights within such Development Patents at least ten (10) days before filingXxxxxx Licensed IP, (b) provide ADCT with a copy of each submission made to and document received from a patent authority, court or other tribunal regarding any such Development Patents promptly after making such filing or receiving such document, including a copy of each application as filed together with notice of its filing date and application number, (c) keep ADCT advised of the status of all material communications, actual and prospective filings or submissions regarding such Development Patents, and will give ADCT copies of and an opportunity to review and comment on any such material communications, filings and submissions proposed to be sent to any patent authority or judicial body; and (d) incorporate ADCT’s reasonable comments on such communications, filings and submissionsin Xxxxxx’x sole discretion.

Prosecution and Maintenance of Licensed Patents. Subject to Section 3.1.1(a) As between the Parties, MedImmune shallRosetta shall have the right and obligation, at its sole discretioncost and expense (subject to Section 5.1.3), have to conduct and control prosecution, maintenance, challenges against validity and unenforceability or patentability with respect to the Licensed Patents in the Prometheus Territory, or to cause its Upstream Licensors to do the same, to the extent that Rosetta has the right to prosecute do so under the applicable Upstream License Agreement (and maintain if not Rosetta shall use Commercially Reasonable Efforts to obtain such rights pursuant to an amendment to such Upstream License Agreement). At Rosetta’s request, Prometheus shall reasonably cooperate with and assist Rosetta in connection with such activities. (b) Rosetta shall not abandon, and, to the extent that Rosetta has the right to do so under the applicable Upstream License Agreement (and if not Rosetta shall use Commercially Reasonable Efforts to obtain such rights pursuant to an amendment to such Upstream License Agreement), shall not permit its Upstream Licensors to abandon (i) any Platform Patent in the Prometheus Territory, but only to the extent that, considering the Licensed Patents with as a whole, such abandonment would materially reduce Prometheus’ ability to protect any Licensed Product from competition in the Prometheus Territory, or (ii) any of the Product Patents in the Prometheus Territory, without providing in each case reasonable commercial care taking into account the value prior written notice to Prometheus of such Licensed Patents intention to ADCT. For surrender (which notice shall, in any filings made after event and to the Effective Dateextent Rosetta receives such notice from its applicable Upstream Licensor, MedImmune shall file national phase applications in Europe, US, Australia, Brazil, Canada, India, China, Japan and Russia with European validation in the UK, Germany, France, Spain, Italy, the Netherlands. ADCT may request that MedImmune file in countries other be given no later than those listed above (“Additional Filings”), but must do so in writing at least sixty (60) days prior to the loss of any rights in such Licensed Patent) and, to the extent permitted by any applicable Upstream License Agreement, providing Prometheus an opportunity to assume responsibility for the prosecution and maintenance of such Licensed Patent and obtain reimbursement from Rosetta for such payments in the amounts set forth in paragraph (d) below. (c) If Prometheus reasonably believes that Rosetta or its Upstream Licensor may fail to make any required payments or take any action required for the preparation, filing, prosecution, defense or maintenance of any Upstream Licensed Patent in the Prometheus Territory within a reasonable time, but solely in cases where Prometheus would have the right to assume responsibility for prosecution and maintenance pursuant to paragraph (b) above, Prometheus shall provide Rosetta with written notice of such deficiency. If, having received such notice, Rosetta or the Upstream Licensor fails to take the required action at least five (5) business days before the deadline for filing on a country-by-country basistaking such action, Prometheus shall have the cost of such Additional Filings being borne by ADCT right (unless such cost was already reimbursed by another MedImmune licensee). MedImmune agrees but with respect to maintain the pendency of the Licensed Patents for the term of this Agreement except Controlled Patents, solely to the extent that a patent application Rosetta has the right to do so under the applicable Upstream License Agreement, and if not Rosetta shall use Commercially Reasonable Efforts to obtain such rights pursuant to an amendment to such Upstream License Agreement) to thereafter make any such required payments or take any such required action and obtain reimbursement from Rosetta for such payments in the Licensed Patents is finally rejected by an administrative body amounts set forth in paragraph (d) below Portions of competent jurisdiction from which no appeal or further appeal can be taken. Notwithstanding this Exhibit were omitted and have been filed separately with the foregoing, if MedImmune wishes to abandon any Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (d) In the event Prometheus elects to assume responsibility for any Licensed PatentsPatent in accordance with Section 5.1.1(b) or incurs any costs and expenses in accordance with Section 5.1.1(c), MedImmune Rosetta shall seek written authorization from ADCTreimburse Prometheus, which authorization shall not unreasonably be withheld taking into account within thirty (30) days after the value date of such Licensed Patent(s) to ADCT in the context of this Agreement. MedImmune shall a reasonably detailed invoice and back-up therefor provided by Prometheus: (i) keep ADCT reasonably informed [***] of Prometheus’ expenses associated with respect to the issuance prosecution and maintenance of Licensed any Platform Patents, and (ii) keep ADCT reasonably informed [***] of Prometheus’ expenses associated with respect the prosecution and maintenance of any Product Patents. (e) The Parties acknowledge that it is not the intention of either Party for any Platform Patent to include any method of use claim directed to the abandonment use of microRNAs for any patent or patent indication that is a target of a Diagnostic Test. In the event that an application included for a Platform Patent nevertheless includes a method of use claim directed to the use of microRNAs for an indication that is a target of a Diagnostic Test, Rosetta shall promptly upon notice of the existence of such claim file a divisional application for such method of use and abandon the correlative claim in the Licensed Patents. With respect Platform Patent application, provided that if such method of use claim is needed to preserve the Development Patents included within the Licensed Patents, MedImmune shall (unless the prosecution is controlled by ADCT) (a) provide ADCT with copies of and an opportunity to review and comment upon the text viability of the applications relating Platform Patent application prior to such Development Patents at least ten (10) days before filing, (b) provide ADCT with a copy of each submission made to and document received from a patent authority, court or other tribunal regarding any such Development Patents promptly after making such filing or receiving such document, including a copy of each application as filed together with notice of its filing date and application number, (c) keep ADCT advised showing of the status utility of all material communicationsa composition of matter therein, actual and prospective filings no such divisional or submissions regarding abandonment shall be required until such Development Patents, and will give ADCT copies showing of and an opportunity to review and comment on any such material communications, filings and submissions proposed to be sent to any patent authority or judicial body; and (d) incorporate ADCT’s reasonable comments on such communications, filings and submissionsutility is made.

Prosecution and Maintenance of Licensed Patents. Subject to Section 3.1.1Xxxx shall file, MedImmune shall, at its sole discretion, have the right to prosecute and maintain all Licensed Patents in accordance with Xxxx’x then-current patent protection and maintenance strategy/ies (determined in Xxxx’x reasonable discretion) with respect to its patent portfolio at Xxxx’x sole cost and expense. Xxxx shall provide Xxxxxx, upon Xxxxxx’x reasonable request, with copies of all material correspondence, applications and filings with respect to the Licensed Patents with reasonable commercial care taking into account Patents, filed with, sent to or received from the value of such Licensed Patents to ADCT. For any filings made after applicable patent office (following the Effective Datereceipt, MedImmune shall file national phase applications in Europefiling or submission thereof, US, Australia, Brazil, Canada, India, China, Japan and Russia with European validation in as the UK, Germany, France, Spain, Italy, the Netherlands. ADCT case may request that MedImmune file in countries other than those listed above (“Additional Filings”), but must do so in writing at least sixty (60) days prior to the deadline for filing on a country-by-country basis, the cost of such Additional Filings being borne by ADCT (unless such cost was already reimbursed by another MedImmune licenseebe). MedImmune agrees If Xxxx decides to maintain the pendency cease prosecution or maintenance of the Licensed Patents for the term of this Agreement except to the extent that a patent application in the Licensed Patents is finally rejected by an administrative body of competent jurisdiction from which no appeal or further appeal can be taken. Notwithstanding the foregoing, if MedImmune wishes to abandon any of the Licensed Patents, MedImmune Xxxx shall seek first provide Xxxxxx with written authorization from ADCT, which authorization shall not unreasonably be withheld taking into account the value notice of such Licensed Patent(sdecision within a reasonable period (but at least forty-five (45) days if practicable) prior to ADCT any pending filing or maintenance fee deadline of which it is aware so Xxxxxx may take on behalf of Xxxx, at Xxxxxx’x sole cost and expense, whatever reasonable action may be necessary with respect thereto so long as such action is not reasonably likely to be materially adverse to Xxxx, as would be reasonably apparent at the time such action is taken (and Xxxxxx shall notify Xxxx of such proposed actions prior to taking them). Xxxxxx may, in the context its sole discretion, thereafter assume responsibility for such prosecution or maintenance at its sole cost and CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. expense, and shall notify Xxxx in writing prior to assumption if it elects to assume such responsibility. In such event, Xxxxxx shall provide Xxxx, upon Xxxx’x request, with copies of this Agreement. MedImmune shall (i) keep ADCT reasonably informed all material correspondence, applications, and other filings with respect to any such Licensed Patents assumed by Xxxxxx filed with, sent to or received from the issuance of applicable patent offices. In the event Xxxxxx so elects to assume such responsibility for a given Licensed PatentsPatent, Xxxx shall reasonably cooperate at Xxxxxx’x sole cost and (ii) keep ADCT reasonably informed with respect to the abandonment of expense. If Xxxxxx identifies any patent or patent application included in the Licensed Patents. With respect to the Development Patents included potential claims within the Licensed PatentsPatents which Xxxx has not and does not intend to file, MedImmune prosecute or continue, Xxxxxx, at its option and sole cost and expense, shall have the right to do so on Xxxx’x behalf with Xxxx’x prior reasonable consent in each instance (unless the prosecution is controlled by ADCT) not to be unreasonably withheld), and, in such case, Xxxx shall provide Xxxxxx reasonable cooperation and assistance in connection therewith, at Xxxxxx’x sole cost and expense and Xxxxxx shall keep Xxxx reasonably informed of material developments (a) including providing drafts of submissions for Xxxx’x review and comment prior to filing). Xxxxxx shall provide ADCT Xxxx, upon Xxxx’x request, with copies of all material correspondence, applications, and an opportunity other filings with respect thereto filed with, sent to review and comment upon or received from the text patent offices having jurisdiction. For the avoidance of doubt, Xxxxxx, as owner of the applications relating Xxxxxx Licensed IP, shall have the sole rights to file, prosecute and maintain and the sole rights to enforce, any patents and patent rights within such Development Patents at least ten (10) days before filingXxxxxx Licensed IP, (b) provide ADCT with a copy of each submission made to and document received from a patent authority, court or other tribunal regarding any such Development Patents promptly after making such filing or receiving such document, including a copy of each application as filed together with notice of its filing date and application number, (c) keep ADCT advised of the status of all material communications, actual and prospective filings or submissions regarding such Development Patents, and will give ADCT copies of and an opportunity to review and comment on any such material communications, filings and submissions proposed to be sent to any patent authority or judicial body; and (d) incorporate ADCT’s reasonable comments on such communications, filings and submissionsin Xxxxxx’x sole discretion.

Prosecution and Maintenance of Licensed Patents. Subject to (a) Except as set forth in Section 3.1.18.5(d), MedImmune shallBioIS will have sole control, at in its sole discretion, have discretion over the right to prosecute Prosecution and maintain the Licensed Patents with reasonable commercial care taking into account the value of such Licensed Patents to ADCT. For any filings made after the Effective Date, MedImmune shall file national phase applications in Europe, US, Australia, Brazil, Canada, India, China, Japan and Russia with European validation in the UK, Germany, France, Spain, Italy, the Netherlands. ADCT may request that MedImmune file in countries other than those listed above (“Additional Filings”), but must do so in writing at least sixty (60) days prior to the deadline for filing on a country-by-country basis, the cost of such Additional Filings being borne by ADCT (unless such cost was already reimbursed by another MedImmune licensee). MedImmune agrees to maintain the pendency Maintenance of the Licensed Patents for and will pay all fees and costs related thereto. BioIS will provide, during the term of this Agreement except initial twenty-four (24) months quarterly and then annually thereafter, updates to iRTC with respect to the extent that a patent application in status and scope of the Licensed Patents. iRTC will promptly notify BioIS if iRTC becomes aware of any known or suspected infringement of the Licensed Patents is finally rejected in the Territory. (b) Except as set forth in Sections 8.5(c) and 8.5(d), BioIS will have sole control, in its sole discretion over enforcement and defense of the Licensed Patents against third-party infringers. If BioIS initiates any enforcement action against any Third Party infringer, iRTC will reasonably cooperate with BioIS with respect to such action. BioIS will be responsible for all reasonable out-of-pocket costs, expenses, and legal fees incurred by an administrative body iRTC in connection with such cooperation provided by iRTC, and will be entitled to all damages awarded as a result of competent jurisdiction from which no appeal or further appeal can be taken. agreed to in a monetary settlement of any such action. (c) Notwithstanding the foregoing, if MedImmune wishes BioIS does not initiate an enforcement action to abandon xxxxx an ACM Competitive Infringement within one hundred twenty (120) days following delivery of notice thereof by iRTC to BioIS, then iRTC may upon written notice to BioIS initiate and maintain an enforcement action of the applicable Licensed Patents against the applicable Third Party infringer, at iRTC’s cost and expense, provided that before initiating such action iRTC shall consult in good faith with BioIS, including, to the extent reasonably feasible, providing to BioIS reasonable documentation showing the basis for such action. If iRTC does initiate such action, BioIS will reasonably cooperate with iRTC with respect to such action, and iRTC shall keep BioIS reasonably informed as to the status of any such action and shall consider in good faith the comments of BioIS with respect thereto. iRTC will be responsible for all reasonable out-of-pocket costs, expenses, and legal fees incurred by the BioIS in connection with such cooperation provided by BioIS, and will be entitled to all damages awarded as a result of or agreed to in a monetary settlement of any such action. For purposes of this Section 8.5(c), “ACM Competitive Infringement” shall mean an infringement of the Licensed PatentsPatents which adversely affects or could reasonably be expected to adversely affect the development, MedImmune shall seek written authorization from ADCT, which authorization shall not unreasonably be withheld taking into account the value manufacture or commercialization of such Licensed Patent(s) to ADCT Valid ACM Device in the context ACM Field of this Agreement. MedImmune shall (i) keep ADCT reasonably informed with respect to the issuance of Licensed PatentsUse by iRTC, its Affiliates and (ii) keep ADCT reasonably informed with respect to the abandonment of any patent or patent application included Sublicensees in the Licensed Patents. With respect to ACM Field of Use in the Development Patents included within the Licensed PatentsTerritory, MedImmune shall (unless the prosecution is controlled by ADCT) (a) provide ADCT with copies of and an opportunity to review and comment upon the text of the applications relating to such Development Patents at least ten (10) days before filing, (b) provide ADCT with a copy of each submission made to and document received from a patent authority, court or other tribunal regarding any such Development Patents promptly after making such filing related declaratory judgment or receiving such document, including a copy of each application as filed together with notice of its filing date and application number, (c) keep ADCT advised of the status of all material communications, actual and prospective filings or submissions regarding such Development Patents, and will give ADCT copies of and an opportunity to review and comment on any such material communications, filings and submissions proposed to be sent to any patent authority or judicial body; and (d) incorporate ADCT’s reasonable comments on such communications, filings and submissionsequivalent action.

Prosecution and Maintenance of Licensed Patents. Subject The prosecution and maintenance of the Licensed Patents shall be the primary responsibility of LICENSOR. LICENSOR shall keep BUKWANG informed as to Section 3.1.1all developments with respect to Licensed Patents. BUKWANG shall be afforded reasonable opportunities to advise LICENSOR and cooperate with LICENSOR in such prosecution and maintenance. On or before Xxxxx 0, MedImmune shall0000, XXXXXXX shall notify LICENSOR of the countries in which BUKWANG wishes the International Patent Cooperation Treaty Application No. US94/06080, filed May 27, 1994 to be filed. LICENSOR may, at its sole discretionown expense, file patent applications in those countries in which BUKWANG elects not to file national applications. Such non-elected countries in which LICENSOR has filed a patent application will no longer be included in the Licensed Territory and BUKWANG shall not have the right to Sell Licensed Products in non-elected countries. Prior to the execution of any third party licenses in such non-elected countries, LICENSOR shall offer BUKWANG a right of first refusal, which, if it is to be exercised, shall be exercised within thirty (30) days of BUKWANG's receipt in writing from LICENSOR of a written proposal outlining the terms of a third party license. If BUKWANG elects to exercise its right of first refusal, then LICENSOR and BUKWANG shall execute a license on the same terms and conditions as those referred to in the third party license. If BUKWANG elects not to exercise its right of first refusal or fails to exercise its right of first refusal before the expiration of the aforesaid thirty (30) day period, then LICENSOR shall be free to execute the third party license. If BUKWANG should fail to timely make reimbursement for patent expenses incurred in filing, prosecuting or maintaining applications or patents in a particular country(ies) as required by Article 4.4 of this Agreement, LICENSOR shall have no further obligation to prosecute and or maintain the Licensed Patents with reasonable commercial care taking into account the value of in said country(ies). BUKWANG, upon ninety (90) days advance written notice to LICENSOR, may advise LICENSOR that it no longer wishes to pay expenses for filing, prosecuting or maintaining one or more Licensed Patents. LICENSOR may, at its option, elect to pay such expenses or permit such Licensed Patents to ADCTbecome abandoned or lapsed. For any filings made after the Effective DateIf LICENSOR elects to pay such expenses, MedImmune shall file national phase applications in Europe, US, Australia, Brazil, Canada, India, China, Japan and Russia with European validation in the UK, Germany, France, Spain, Italy, the Netherlands. ADCT may request that MedImmune file in countries other than those listed above (“Additional Filings”), but must do so in writing at least sixty (60) days prior to the deadline for filing on a country-by-country basis, the cost of such Additional Filings being borne by ADCT (unless such cost was already reimbursed by another MedImmune licensee). MedImmune agrees to maintain the pendency of the Licensed Patents for the term of this Agreement except to the extent that a patent application in the Licensed Patents is finally rejected by an administrative body of competent jurisdiction from which no appeal or further appeal can be taken. Notwithstanding the foregoing, if MedImmune wishes to abandon any of the Licensed Patents, MedImmune shall seek written authorization from ADCT, which authorization patents shall not unreasonably be withheld taking into account the value of such Licensed Patent(s) to ADCT in the context of this Agreement. MedImmune shall (i) keep ADCT reasonably informed with respect to the issuance of Licensed Patents, and (ii) keep ADCT reasonably informed with respect to the abandonment of any patent or patent application included in the Licensed Patents. With respect to the Development Patents included within the Licensed Patents, MedImmune shall (unless the prosecution is controlled by ADCT) (a) provide ADCT with copies of and an opportunity to review and comment upon the text of the applications relating to such Development Patents at least ten (10) days before filing, (b) provide ADCT with a copy of each submission made to and document received from a patent authority, court or other tribunal regarding any such Development Patents promptly after making such filing or receiving such document, including a copy of each application as filed together with notice of its filing date and application number, (c) keep ADCT advised of the status of all material communications, actual and prospective filings or submissions regarding such Development Patents, and will give ADCT copies of and an opportunity to review and comment on any such material communications, filings and submissions proposed to be sent subject to any patent authority or judicial body; and (d) incorporate ADCT’s reasonable comments on such communications, filings and submissionslicense granted to BUKWANG hereunder.