Common use of Prosecution & Maintenance Clause in Contracts

Prosecution & Maintenance. JHU, at Company’s expense, shall file, prosecute and maintain all patents and patent applications specified under PATENT RIGHTS and, subject to the terms and conditions of this Agreement, Company shall be licensed thereunder. Title to all such patents and patent applications shall reside in JHU. JHU shall have full and complete control over all patent matters in connection therewith under the PATENT RIGHTS, provided however, that JHU shall (a) cause its patent counsel to timely copy Company on all official actions and written correspondence with any patent office, and (b) allow Company an opportunity to comment and advise JHU. JHU shall consider and reasonably incorporate all comments and advice. By concurrent written notification to JHU and its patent counsel at least thirty (30) days in advance (or later at JHU’s discretion) of any filing or response deadline, or fee due date, Company may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Company pays for all costs incurred up to JHU’s receipt of such notification. Failure to provide such notification can be considered by JHU to be Company’s authorization to proceed at Company’s expense. Upon such notification, JHU may file, prosecute, and/or maintain such patent applications or patent at its own expense and for its own benefit, and any rights granted hereunder or license granted hereunder held by Company, AFFILIATED COMPANIES or SUBLICENSEE(S) to PATENT RIGHTS which comprise the subject of such patent applications or patent and/or apply to the particular country, shall terminate. If JHU decides to abandon or allow to lapse any patent application or patent within the PATENT RIGHTS or discontinue any other patent prosecution activities in respect thereof in any country, JHU shall inform Company and Company shall be given the opportunity to assume patent prosecution activities in respect thereof at Company’s expense.

Prosecution & Maintenance. JHU, at Company’s expense, shall file, prosecute and maintain all patents and patent applications specified under PATENT RIGHTS and, subject to the terms and conditions of this Agreement, Company shall be licensed thereunder. Title to all such patents and patent applications shall reside in JHU. JHU shall have full and complete control over all patent matters in connection therewith under the PATENT RIGHTS, provided however, that JHU shall (a) cause its patent counsel to timely copy Company on all official actions and written correspondence with any patent office, and (b) allow Company an opportunity to comment and advise JHU. JHU shall consider and reasonably incorporate all comments and adviceadvice unless detrimental to JHU’s intellectual property rights. By concurrent written notification to JHU and its patent counsel at least thirty (30) [**] days in advance (or later at JHU’s discretion) of any filing or response deadline, or fee due date, Company may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Company pays for all costs incurred up to JHU’s receipt of such notification. Failure to provide such notification can be considered by JHU to be Company’s authorization to proceed at Company’s expense. Upon such notification, JHU may file, prosecute, and/or maintain such patent applications or patent at its own expense and for its own benefit, and any rights granted hereunder or license granted hereunder held by Company, AFFILIATED COMPANIES or SUBLICENSEE(S) relating to the PATENT RIGHTS which comprise the subject of such patent applications or patent and/or apply to the particular country, shall terminate. If JHU decides to abandon or allow to lapse any patent application or patent within the PATENT RIGHTS or discontinue any other patent prosecution activities in respect thereof in any country, JHU shall inform Company and Company shall be given the opportunity to assume patent prosecution activities in respect thereof at Company’s expense.

Prosecution & Maintenance. JHU, at Company’s expense, shall file, prosecute and maintain all patents and patent applications specified under PATENT RIGHTS and, subject to the terms and conditions of this Agreement, Company (a) JHU shall be licensed thereunderresponsible for the maintenance and prosecution of the TEGVAX patent rights among the Licensed Patent Rights (JHU Ref# C05152 and C11641). Title to all such patents and patent applications shall reside in JHU. JHU shall have full and complete control over all patent matters in connection therewith under the PATENT RIGHTS, provided however, that JHU shall (a) cause its patent counsel to timely copy Company on all official actions and written correspondence with any patent office, and (b) allow Company an a reasonable opportunity to comment and advise JHU. JHU shall consider and reasonably incorporate all comments and advice. Company shall be responsible for the maintenance and prosecution of the STINGVAX Patent Rights (JHU Ref# C12043). JHU will be notified, in advance, of the filing and prosecution of all patents and patent applications and have a full opportunity for input, which will be carefully considered by Company. By concurrent written notification to JHU and its patent counsel at least thirty (30) [ * ] days in advance (or later at JHU’s discretion) of any filing or response deadline, or fee due date, Company may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting the prosecution or maintaining any patent application or patent, provided that Company pays for all costs incurred up to JHU’s receipt of such notification. Failure to provide such notification can be considered by JHU to be Company’s authorization to proceed at Company’s expense. Upon such notification, JHU may file, prosecute, and/or maintain such patent applications or patent at its own expense and for its own benefit, and any rights granted hereunder or license granted hereunder held by Company, AFFILIATED COMPANIES Affiliates or SUBLICENSEE(SSublicensee(s) relating to PATENT RIGHTS the Licensed Patent Rights which comprise the subject of such patent applications or patent and/or apply to the particular country, shall terminate. If JHU decides to abandon or allow to lapse any patent application or patent within the PATENT RIGHTS or discontinue any other patent prosecution activities in respect thereof in any country, JHU shall inform Company and Company shall be given the opportunity to assume patent prosecution activities in respect thereof at Company’s expense.

Prosecution & Maintenance. JHU, at Company’s expense, shall file, prosecute and maintain all patents and patent applications specified under PATENT RIGHTS and, subject to the terms and conditions of this Agreement, Company shall be licensed thereunder. Title to all such patents and patent applications shall reside in JHU. JHU shall have full and complete control over all patent matters in connection therewith under the PATENT RIGHTS, provided however, that JHU shall (a) cause its patent counsel to timely copy Company on all official actions and written correspondence with any patent office, and (b) allow Company an opportunity to comment and advise JHU. JHU shall consider and reasonably incorporate all comments and advice. By concurrent written notification to JHU and its patent counsel at least thirty (30) days in advance (or later at JHU’s discretion) of any filing or response deadline, or fee due date, Company may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, subject to Company’s timely receipt of Notice, provided that Company pays for all costs incurred up to JHU’s receipt of such notification. Failure to provide such notification can be considered by JHU to be Company’s authorization to proceed at Company’s expense. Upon such notification, JHU may file, prosecute, and/or maintain such patent applications or patent at its own expense and for its own benefit, and any rights granted hereunder or license granted hereunder held by Company, AFFILIATED COMPANIES or SUBLICENSEE(S) relating to the PATENT RIGHTS which comprise the subject of such patent applications or patent and/or apply to the particular country, shall terminate. If JHU decides to abandon or allow to lapse any patent application or patent within the PATENT RIGHTS or discontinue any other patent prosecution activities in respect thereof in any country, JHU shall inform Company and Company shall be given the opportunity to assume patent prosecution activities in respect thereof at Company’s expense.

Prosecution & Maintenance. JHU, at Company’s expense, shall file, prosecute and maintain all patents and patent applications specified under PATENT RIGHTS and, subject to the terms and conditions of this Agreement, Company shall be licensed thereunder. Title to all such patents and patent applications shall reside in JHU. JHU shall have full and complete control over all patent matters in connection therewith under the PATENT RIGHTS, provided however, that JHU shall (a) cause its patent counsel to timely copy Company on all official actions and written correspondence with any patent office, and (b) allow Company an opportunity to comment and advise JHU. JHU shall consider and reasonably incorporate all comments and adviceadvice unless detrimental to JHU’s intellectual property rights. By concurrent written notification to JHU and its patent counsel at least thirty (30) [**] days in advance (or later at JHU’s discretion) of any filing or response deadline, or fee due date, Company may elect not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting or maintaining any patent application or patent, provided that Company pays for all costs incurred up to JHU’s receipt of such notification. Failure to provide such notification can be considered by JHU to be Company’s authorization to proceed at Company’s expense. Upon such notification, JHU may file, prosecute, and/or maintain such patent applications or patent at its own expense and for its own benefit, and any rights granted hereunder or license granted hereunder held by Company, AFFILIATED COMPANIES or SUBLICENSEE(S) relating to the PATENT RIGHTS which comprise the subject of such patent applications or patent and/or apply to the particular country, shall terminate. If JHU decides to abandon or allow to lapse any patent application or patent within the PATENT RIGHTS or discontinue any other patent prosecution activities in respect thereof in any country, JHU shall inform Company and Company shall be given the opportunity to assume patent prosecution activities in respect thereof at Company’s expense.​

Prosecution & Maintenance. JHUJHU shall prepare, at Company’s expense, shall file, prosecute prosecute, and maintain all patents and patent applications specified under the PATENT RIGHTS and, subject to the terms upon authorization of Company and conditions of this Agreement, Company shall be exclusively licensed thereunder. Title to all such patents and patent applications shall reside in JHU. JHU shall have full and complete control over all patent matters in connection therewith under the PATENT RIGHTS; provided, provided however, that JHU shall (a) cause its instruct patent counsel to timely cross-copy Company on with copies of all official actions documents (or drafts thereof) pertaining to the preparation, filing, prosecution, or maintenance of the PATENT RIGHTS so as to enable Company to have a meaningful opportunity to review and written correspondence comment thereon. JHU will consider and incorporate reasonable comments received from Company. Company shall reimburse JHU, within forty-five (45) days of the receipt of an invoice from JHU, for all reasonable, documented, out-of-pocket costs incurred by JHU after the EFFECTIVE DATE in connection with any patent officethe preparation, filing, prosecution, and maintenance of the PATENT RIGHTS in the LICENSED FIELD. Company will provide payment authorization to JHU at least one (b1) allow month before an action is due, provided that Company an opportunity to comment and advise has received timely notice of such action from JHU. Failure to provide authorization can be considered by JHU shall consider and reasonably incorporate all comments and adviceas a Company decision not to authorize an action. By concurrent written notification to JHU and its patent counsel at least thirty (30) days in advance (or later at JHU’s discretion) of In any filing or response deadline, or fee due date, country where Company may elect elects not to have a patent application filed in any particular country or not to pay expenses associated with prosecuting preparing, filing, prosecuting, or maintaining any a patent application or patent, provided that Company pays for all costs incurred up to JHU’s receipt of such notification. Failure to provide such notification can be considered by JHU to be Company’s authorization to proceed at Company’s expense. Upon such notification, JHU may prepare, file, prosecute, and/or maintain such the patent applications application or patent at its own expense and for its own benefit, exclusive benefit and any rights granted hereunder or license granted hereunder held by Company, AFFILIATED COMPANIES or SUBLICENSEE(S) to PATENT RIGHTS which comprise the subject of Company thereafter shall not be licensed under such patent applications or patent and/or apply to the particular application in such country, shall terminate. If JHU decides to abandon or allow to lapse any patent application or patent within the PATENT RIGHTS or discontinue any other patent prosecution activities in respect thereof in any country, JHU shall inform Company and Company shall be given the opportunity to assume patent prosecution activities in respect thereof at Company’s expense.