Common use of Prosecution and Maintenance of Patents Clause in Contracts

Prosecution and Maintenance of Patents. (a) Subject to Section 7.2(b) (Prosecution and Maintenance of Patents), each Party shall have the right, but not the obligation, at its sole expense to Prosecute and Maintain Patents solely owned by such Party in accordance with Section 7.1 (Ownership). (b) The Parties shall reasonably collaborate on the Prosecution and Maintenance of the Selecta-Invented Improvement Patents, Selecta-Assigned Improvement Patents and Spark Field-Specific Improvement Patents through the IP Working Group. Through the IP Working Group, (a) Selecta shall keep Spark apprised of the status of each Selecta-Invented Improvement Patent and Selecta-Assigned Improvement Patent and shall seek the advice of Spark with respect to patent strategy and draft patent applications and shall give reasonable consideration to any suggestions or recommendations promptly provided by Spark concerning the preparation, filing, Prosecution and Maintenance of aspects thereof relating to the Field, (b) Spark shall keep Selecta apprised of the status of each Spark Field-Specific Improvement Patent and shall seek the advice of Selecta with respect to patent strategy and draft patent applications and shall give reasonable consideration to any suggestions or recommendations promptly provided by Selecta concerning the preparation, filing, Prosecution and Maintenance of aspects thereof relating to the Licensed Particles and (c) the Parties will exchange preclinical and clinical data necessary and useful, in the reasonable discretion of the providing Party, to support the Prosecution and Maintenance of the Selecta-Invented Improvement Patents, Selecta-Assigned Improvement Patents and Spark Field-Specific Improvement Patents. (c) In the event, as to a Patent solely owned by a Party in accordance with Section 7.1 (Ownership), such Party is unable for any reason to secure the signature of the relevant other Party’s employees to any document required to file, prosecute, register, or memorialize the assignment, the other Party does hereby irrevocably designate and appoint such Party and such Party’s duly authorized officers and agents as such other Party’s agents and attorneys-in-fact to act for and on such other Party’s behalf and instead for such Party to do all lawfully permitted acts to further the Prosecution and Maintenance of Spark Field-Specific Improvement Patents, Spark-Assigned Gene Therapeutic Improvement Patents and Selecta-Assigned Improvement Patents, as applicable, all with the same legal force and effect as if executed by such other Party.

Prosecution and Maintenance of Patents. (a) Subject to Section 7.2(b) (8.2.1. AstraZeneca will control and be responsible for all aspects of the Prosecution and Maintenance of Patent Rights included in or arising from AstraZeneca Combination Collaboration Intellectual Property (“AstraZeneca Combination Collaboration Patents), each Party shall have the right, but not the obligation, at its sole expense to Prosecute ”) and Maintain Patents solely owned by such Party in accordance with Section 7.1 AstraZeneca Sole Step In Trial IP (Ownership“AstraZeneca Sole Step In Trial Patents”). 8.2.2. AstraZeneca and Fusion will mutually control and be responsible for all aspects of the Prosecution and Maintenance of all Patent Rights included in or arising from the De Novo IP Rights (bthe “De Novo Patents”), subject to the below: (a) The Parties shall reasonably collaborate will mutually agree on patent counsel for the Prosecution and Maintenance of De Novo Patents, and such patent counsel will be engaged by both Parties. All decisions and strategic aspects with respect to the Prosecution and Maintenance of the SelectaDe Novo Patents will be as mutually agreed, except that AstraZeneca will have decision making authority on determining the time of filing of De Novo Patents in the event the Parties cannot mutually agree on such timing. Each Party will have access to all material data as it arises, any office actions or office action responses or other correspondence that either Party provides to or receives from any patent office, including notice of all interferences, reissues, re-Invented Improvement Patentsexaminations, Selectaoppositions or requests for patent term extensions, and all patent-Assigned Improvement Patents related filings and Spark Field-Specific Improvement Patents through the IP Working Group. Through the IP Working Group, (a) Selecta shall keep Spark apprised of the status of each Selecta-Invented Improvement Patent and Selecta-Assigned Improvement Patent and shall seek the advice of Spark with respect to patent strategy and draft patent applications and shall give reasonable consideration to any suggestions or recommendations promptly provided by Spark concerning the preparation, filing, Prosecution and Maintenance of aspects thereof relating to the Field, proposed filings. (b) Spark shall keep Selecta apprised of the status of each Spark Field-Specific Improvement Patent If either Party elects (i) not to file and shall seek the advice of Selecta with respect to patent strategy and draft prosecute patent applications for the De Novo Patents, (ii) not to continue the prosecution or maintenance of any De Novo Patents in a particular country, then such Party will so notify the other Party promptly in writing of its intention in good time to enable such other Party to meet any deadlines by which an action must be taken to establish or preserve any such Patent Right in such country; in which case the declining Party will, and shall give reasonable consideration to any suggestions or recommendations promptly provided by Selecta concerning the preparationwill cause its Affiliates to, filing, Prosecution and Maintenance of aspects thereof relating assign to the Licensed Particles other Party (or, if such assignment is not possible, grant a fully-paid exclusive license in) all of their rights, titles and (c) interests in and to such De Novo Patent in the Parties will exchange preclinical applicable country. 8.2.3. In respect of Patent Rights Controlled solely by Fusion, AstraZeneca shall have the right to review and clinical data necessary comment, and usefulFusion shall, in the reasonable discretion good faith, take into account such review and comment, on any aspect of the providing Party, to support the Prosecution and Maintenance of such Patent Rights to the Selecta-Invented Improvement Patents, Selecta-Assigned Improvement Patents and Spark Field-Specific Improvement Patents. (c) In the event, as to a extent that such Patent Rights incorporate Data solely owned by a Party in accordance with Section 7.1 (Ownership), such Party is unable for any reason to secure the signature of the relevant other Party’s employees to any document required to file, prosecute, register, or memorialize the assignment, the other Party does hereby irrevocably designate and appoint such Party and such Party’s duly authorized officers and agents as such other Party’s agents and attorneys-in-fact to act for and on such other Party’s behalf and instead for such Party to do all lawfully permitted acts to further the Prosecution and Maintenance of Spark Field-Specific Improvement Patents, Spark-Assigned Gene Therapeutic Improvement Patents and Selecta-Assigned Improvement Patents, as applicable, all with the same legal force and effect as if executed by such other PartyAstraZeneca.

Prosecution and Maintenance of Patents. (a) Subject to Section 7.2(b) (Prosecution and Maintenance of Patents8.2(b), each Party shall have the right, but not the obligation, at its sole expense to Prosecute and Maintain Patents solely owned by such Party in accordance with Section 7.1 (Ownership8.1(a), Section 8.1(b)(i) or Section 8.1(b)(ii), including, except as otherwise set forth in Section 8.2(e), filing and pursuing any valid request for a patent term adjustment or extension. (b) The Parties shall reasonably collaborate on the Prosecution and Maintenance of the Selecta-Invented Improvement Patents, Selecta-Assigned Improvement Patents and Spark Field-Specific Improvement Patents through the IP Working Group. Through the IP Working Group, (a) Selecta Clearside shall keep Spark apprised of the status of each Selecta-Invented Improvement Patent application and Selecta-Assigned Improvement Patent within the Clearside Collaboration IP and shall seek the advice of Spark with respect to patent strategy and draft patent applications and shall give reasonable consideration to any suggestions or recommendations promptly provided by Spark concerning the preparation, filing, Prosecution and Maintenance thereof. Clearside shall cooperate reasonably in the prosecution of aspects thereof all such Patent applications and Patents within the Clearside Collaboration IP and shall share all material information relating thereto promptly after receipt of such information. If, during the term of this Agreement, Clearside intends to allow any Patent or Patent application within the Clearside Collaboration IP to lapse or become abandoned without having first filed a substitute, (e.g., a continuation, continuation-in-part, or divisional application), Clearside shall notify Spark of such intention at least sixty (60) days prior to the Fielddate upon which such Patent application or Patent shall lapse or become abandoned, (b) and Spark shall keep Selecta apprised of thereupon have the status of each Spark Field-Specific Improvement Patent and shall seek right, but not the advice of Selecta with respect to patent strategy and draft patent applications and shall give reasonable consideration to any suggestions or recommendations promptly provided by Selecta concerning the preparation, filing, Prosecution and Maintenance of aspects thereof relating to the Licensed Particles and (c) the Parties will exchange preclinical and clinical data necessary and useful, in the reasonable discretion of the providing Partyobligation, to support assume responsibility for the Prosecution and Maintenance of the Selecta-Invented Improvement Patents, Selecta-Assigned Improvement Patents and Spark Field-Specific Improvement Patentsthereof at its own expense. (c) In the event, as to a Patent solely owned by a Party in accordance with Section 7.1 (Ownership8.1(b)(i) or Section 8.1(b)(ii), such Party is unable for any reason to secure the signature of the relevant other Party’s employees to any document required to file, prosecute, register, or memorialize the assignment, the other Party does hereby irrevocably designate and appoint such Party and such Party’s duly authorized officers and agents as such other Party’s agents and attorneys-in-fact to act for and on such other Party’s behalf and instead for such Party to do all lawfully permitted acts to further the Prosecution and Maintenance of Clearside Collaboration IP or Spark Field-Specific Improvement Patents, Spark-Assigned Gene Therapeutic Improvement Patents and Selecta-Assigned Improvement PatentsCollaboration IP, as applicable, all with the same legal force and effect as if executed by such other Party. (d) Subject to Sections 8.2(b) and 8.2(e), unless otherwise agreed, Spark shall be responsible for Prosecuting and Maintaining Patents within the Joint Collaboration IP and the Parties shall each pay fifty percent (50%) of Spark’s out-of-pocket costs incurred for such Prosecution and Maintenance. (e) For clarity, Spark shall have the right to file and pursue any valid request for a patent term adjustment or extension as to any Patent within the Spark IP, the Clearside Collaboration IP or the Joint Collaboration IP in connection with any Marketing Authorization of a Licensed Product hereunder.