Common use of Responsibility for Patent Rights Clause in Contracts

Responsibility for Patent Rights. XXXXXXXXX and/or DFCI, in its/their sole discretion, shall prepare, file, prosecute, and maintain all of the PATENT RIGHTS. For purposes of this Agreement, patent prosecution includes ex parte prosecution, interference proceedings, reissues, reexaminations and oppositions. As long as the license remains in whole or in part exclusive, XXXXXXXXX and/or DFCI shall provide, or cause its agent to provide, on a timely basis copies of relevant correspondence between XXXXXXXXX and/or DFCI and the United States Patent Office or the various foreign patent offices and give COMPANY reasonable opportunity to advise XXXXXXXXX and/or DFCI or XXXXXXXXX’x and/or DFCI’s counsel on such matters. COMPANY shall designate an individual or department for receiving the patent-related correspondence. COMPANY shall have reasonable opportunities to consult with and advise XXXXXXXXX and/or DFCI. XXXXXXXXX and/or DFCI shall consider the legitimate interests of COMPANY in performing its responsibility under this Section 6.1 and consider all reasonable comments from COMPANY regarding same COMPANY shall cooperate with XXXXXXXXX and/or DFCI in such filing, prosecution and maintenance. To the extent that XXXXXXXXX and/or DFCI uses outside patent counsel for the foregoing activities, COMPANY (and its outside patent counsel) will have direct access to such patent counsel for XXXXXXXXX and/or DFCI in coordination with the following individual or department, who will have primary responsibility for such requests by COMPANY. WHITEHEAD DFCI Xxxxxxxxx Institute for Biomedical Research 0 Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attn: Intellectual Property Office Attorney for Intellectual Property Office of General Counsel Xxxx-Xxxxxx Cancer Institute, Inc. 000 Xxxxxxxxx Xxx. Xxxxxx, XX 00000 (i) COMPANY shall cooperate with XXXXXXXXX and/or DFCI in preparing, filing, prosecuting and maintaining the patent applications and patents within PATENT RIGHTS. COMPANY shall provide prompt notice to XXXXXXXXX and/or DFCI of any non-privileged, public information that comes to its attention that may affect the patentability, validity or enforceability of any patent application or patent within PATENT RIGHTS. (ii) COMPANY may surrender its licenses under any of the patents or patent applications, or any claim(s) thereof within PATENT RIGHTS in any country of the licensed TERRITORY by giving [**] days advance written notice to XXXXXXXXX and DFCI. If COMPANY so surrenders its rights, it will remain responsible for all patent-related expenses incurred by XXXXXXXXX and/or DFCI and not reimbursed by a third party during the applicable notice period, but XXXXXXXXX and/or DFCI shall take reasonable steps to minimize such expenses. Thereafter, COMPANY will have no further obligation to pay any patent expenses for the patents or patent applications that it surrendered. Notwithstanding the foregoing, if such surrender results in termination of all rights under this Agreement, then the termination notice provision in Section 12, below, shall apply.

Responsibility for Patent Rights. XXXXXXXXX and/or DFCI, in its/their its sole discretion, shall prepare, file, prosecute, and maintain all of the PATENT RIGHTS. For purposes of this Agreement, patent prosecution includes ex parte prosecution, interference proceedings, reissues, reexaminations and oppositions. As long as the license remains in whole or in part exclusive, XXXXXXXXX and/or DFCI shall provide, or cause its agent to provide, on a timely basis copies of relevant correspondence between XXXXXXXXX and/or DFCI and the United States Patent Office or the various foreign patent offices and give COMPANY reasonable opportunity to advise XXXXXXXXX and/or DFCI or XXXXXXXXX’x and/or DFCI’s DFCIs counsel on such matters. COMPANY shall designate an individual or department for receiving the patent-related correspondence. COMPANY shall have reasonable opportunities to consult with and advise XXXXXXXXX and/or DFCI. XXXXXXXXX and/or DFCI shall consider the legitimate interests of COMPANY in performing its responsibility under this this Section 6.1 and consider all reasonable comments from COMPANY regarding same COMPANY shall cooperate with XXXXXXXXX and/or DFCI in such filing, prosecution and maintenance. To the extent that XXXXXXXXX and/or DFCI uses outside patent counsel for the foregoing activities, COMPANY (and its outside patent counsel) will have direct access to such patent counsel for XXXXXXXXX and/or DFCI in coordination with the following individual or department, who will have primary responsibility for such requests by COMPANY. WHITEHEAD DFCI Xxxxxxxxx Institute for Biomedical Research 0 Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attn: Intellectual Property Office Attorney for Intellectual Property Office of General Counsel Xxxx-Xxxxxx Cancer Institute, Inc. 000 Xxxxxxxxx Xxx. Xxxxxx, XX 00000 (i) COMPANY shall cooperate with XXXXXXXXX and/or DFCI in preparing, filing, prosecuting and maintaining the patent applications and patents within PATENT RIGHTS. COMPANY shall provide prompt notice to XXXXXXXXX and/or DFCI of any non-privileged, public information that comes to its attention that may affect the patentability, validity or enforceability of any patent application or patent within PATENT RIGHTS. (ii) COMPANY may surrender its licenses under any any, of the patents or patent applications, or any claim(s) thereof applications within PATENT RIGHTS in any country of the licensed TERRITORY Territory by giving [**] days advance written notice to XXXXXXXXX and DFCI. If COMPANY so surrenders its rights, it will remain responsible for all patent-related expenses incurred by XXXXXXXXX and/or DFCI and not reimbursed by a third party during the applicable notice period, but XXXXXXXXX and/or DFCI shall take reasonable steps to minimize such expenses. Thereafter, COMPANY will have no further obligation to pay any patent expenses for the patents or patent applications that it surrendered. Notwithstanding the foregoing, if such surrender results in termination of all rights under this Agreement, then the termination notice provision in Section 12, below, shall apply.

Responsibility for Patent Rights. (a) XXXXXXXXX and/or DFCI, in its/their its sole discretion, shall prepare, file, prosecute, and maintain all of the PATENT RIGHTS. For purposes of this Agreement, patent prosecution includes ex parte prosecution, interference proceedings, reissues, reexaminations reexaminations, and oppositions. As long as the license remains in whole or in part exclusive or co-exclusive, XXXXXXXXX and/or DFCI shall provide, or cause its agent to provide, on a timely basis copies of relevant material correspondence between XXXXXXXXX and/or DFCI and the United States Patent Office or or, as applicable, the various foreign patent offices offices, and with patent counsel, and give COMPANY reasonable opportunity to advise XXXXXXXXX and/or DFCI or XXXXXXXXX’x and/or DFCI’s counsel on such matters. COMPANY shall designate an individual or department for receiving the patent-related correspondence. . (b) COMPANY shall have reasonable opportunities to consult with and advise XXXXXXXXX and/or DFCIfor all patent-related activity for PATENT RIGHTS in conjunction with the CO-EXCLUSIVE LICENSEE. XXXXXXXXX and/or DFCI shall consider the legitimate interests of COMPANY in performing its responsibility under this Section 6.1 and consider all reasonable comments from COMPANY regarding same COMPANY shall cooperate with XXXXXXXXX and/or DFCI in such filing, prosecution and maintenance. To the extent that XXXXXXXXX and/or DFCI uses outside patent counsel for the foregoing activities, COMPANY (and its outside patent counsel) will have direct access to such patent counsel for XXXXXXXXX and/or DFCI in coordination with the following individual or department, who will have primary responsibility for such requests by COMPANY. WHITEHEAD DFCI Xxxxxxxxx Institute for Biomedical Research 0 Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attn: Intellectual Property Office Attorney for Intellectual Property Office of General Counsel Xxxx-Xxxxxx Cancer Institute, Inc. 000 Xxxxxxxxx Xxx. Xxxxxx, XX 00000 (i) COMPANY shall cooperate with XXXXXXXXX and/or DFCI in preparing, filing, prosecuting prosecuting, and maintaining the patent applications and patents within PATENT RIGHTS. COMPANY shall use reasonable efforts to provide prompt notice to XXXXXXXXX and/or DFCI of any non-privileged, public information that comes to its attention that may affect the patentability, validity validity, or enforceability of any patent application or patent within PATENT RIGHTS. XXXXXXXXX shall consider the legitimate interests of COMPANY in performing its responsibility under this Section 6.1 and all reasonable comments from COMPANY regarding any patent filing within PATENT RIGHTS. In the event of contradicting or inconsistent comments received from COMPANY and CO-EXCLUSIVE LICENSEE with respect to patent activity for PATENT RIGHTS, XXXXXXXXX will promptly notify COMPANY in writing. XXXXXXXXX will use reasonable efforts to facilitate a joint meeting or discussion including patent counsel, COMPANY and CO-EXCLUSIVE LICENSEE in a timely manner to reach mutual agreement to resolve such comments. (iic) COMPANY may surrender its licenses under any of the patents or patent applications, or any claim(s) thereof within PATENT RIGHTS in any country of the licensed TERRITORY by giving [***] days ([***])-days advance written notice to XXXXXXXXX and DFCIXXXXXXXXX. If COMPANY so surrenders its rights, it will remain responsible for all patent-related expenses incurred by XXXXXXXXX and/or DFCI and not reimbursed by a third party during the applicable notice period, but XXXXXXXXX and/or DFCI shall take reasonable steps to minimize such expenses[***]. Thereafter, COMPANY will have no further obligation to pay any patent expenses for the patents or patent applications that it surrendered[***]. Notwithstanding the foregoing, if such surrender results in termination of all rights under this Agreement, then the termination notice provision in Section 12, below, shall apply.

Responsibility for Patent Rights. XXXXXXXXX and/or DFCI, (a) WHITEHEAD in its/their its sole discretion, shall prepare, file, prosecute, and maintain all of the PATENT RIGHTS. For purposes of this Agreement, patent prosecution includes ex parte prosecution, interference proceedings, reissues, reexaminations reexaminations, and oppositions. As long as the license remains in whole or in part exclusive or co-exclusive, XXXXXXXXX and/or DFCI WHITEHEAD shall provide, or cause its agent to provide, on a timely basis copies of relevant correspondence or proposed correspondence between XXXXXXXXX and/or DFCI and the United States Patent Office or the various foreign patent offices and offices, shall give COMPANY reasonable opportunity to advise XXXXXXXXX and/or DFCI or XXXXXXXXX’x and/or DFCI’s XXXXXXXXX’X counsel on such mattersmatters prior to submission of correspondence to the United States Patent Office and various foreign patent offices and shall implement COMPANY’S reasonable comments in good faith. COMPANY shall designate an individual or department for receiving the patent-related correspondence. . (b) COMPANY shall have reasonable opportunities to consult with and advise XXXXXXXXX and/or DFCI. XXXXXXXXX and/or DFCI shall consider in the legitimate interests of COMPANY in performing its responsibility under this Section 6.1 and consider all reasonable comments from COMPANY regarding same COMPANY shall cooperate with XXXXXXXXX and/or DFCI in such filing, prosecution and maintenance. To the extent that XXXXXXXXX and/or DFCI uses outside patent counsel for the foregoing activities, COMPANY (and its outside patent counsel) will have direct access to such patent counsel for XXXXXXXXX and/or DFCI in coordination with the following individual or department, who will have primary responsibility for such requests by COMPANY. WHITEHEAD DFCI Xxxxxxxxx Institute for Biomedical Research 0 Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attn: Intellectual Property Office Attorney for Intellectual Property Office of General Counsel Xxxx-Xxxxxx Cancer Institute, Inc. 000 Xxxxxxxxx Xxx. Xxxxxx, XX 00000 (i) COMPANY shall cooperate with XXXXXXXXX and/or DFCI in preparing, filing, prosecuting prosecuting, and maintaining the patent applications and patents within PATENT RIGHTSRIGHTS and shall reasonably cooperate with XXXXXXXXX in such activities. COMPANY shall provide prompt notice to XXXXXXXXX and/or DFCI of any non-privileged, public information that comes to its attention that may affect the patentability, validity validity, or enforceability of any patent application or patent within PATENT RIGHTS. XXXXXXXXX shall consider the legitimate interests of COMPANY in performing its responsibility under this Section 6.1 and shall implement in good faith all reasonable comments from COMPANY regarding same. (iic) COMPANY may surrender its licenses under any of the patents or patent applications, or any claim(s) thereof within PATENT RIGHTS in any country of the licensed TERRITORY by giving [***] days advance written notice to XXXXXXXXX and DFCIXXXXXXXXX. If COMPANY so surrenders its rights, it will remain responsible for all patent-related expenses reasonably incurred by XXXXXXXXX and/or DFCI and not reimbursed by a third party during the applicable notice period, but XXXXXXXXX and/or DFCI shall take reasonable steps to minimize such expenses. Thereafter, COMPANY will have no further obligation to pay any patent expenses for the patents or patent applications that it surrendered. Notwithstanding the foregoing, if such surrender results in termination of all rights under this Agreement, then the termination notice provision in Section 1212.1, below, shall apply.

Responsibility for Patent Rights. (a) XXXXXXXXX and/or DFCI, in its/their its sole discretion, shall prepare, file, prosecute, and maintain all of the PATENT RIGHTS. For purposes of this Agreement, patent prosecution includes ex parte prosecution, interference proceedings, reissues, reexaminations reexaminations, and oppositions. As long as the license remains in whole or in part exclusive, XXXXXXXXX and/or DFCI shall provide, or cause its agent to provide, on a timely basis copies of relevant material correspondence between XXXXXXXXX and/or DFCI and the United States Patent Office or or, as applicable, the various foreign patent offices and give COMPANY reasonable opportunity to advise XXXXXXXXX and/or DFCI or XXXXXXXXX’x and/or DFCI’s counsel on such matters. COMPANY shall designate an individual or department for receiving the patent-related correspondence. . (b) COMPANY shall have reasonable opportunities to consult with and advise XXXXXXXXX and/or DFCIfor all patent-related activity for PATENT RIGHTS. XXXXXXXXX and/or DFCI shall consider the legitimate interests of COMPANY in performing its responsibility under this Section 6.1 and consider all reasonable comments from COMPANY regarding same COMPANY shall cooperate with XXXXXXXXX and/or DFCI in such filing, prosecution and maintenance. To the extent that XXXXXXXXX and/or DFCI uses outside patent counsel for the foregoing activities, COMPANY (and its outside patent counsel) will have direct access to such patent counsel for XXXXXXXXX and/or DFCI in coordination with the following individual or department, who will have primary responsibility for such requests by COMPANY. WHITEHEAD DFCI Xxxxxxxxx Institute for Biomedical Research 0 Xxxxxxxxx Xxxxxx Xxxxxxxxx, XX 00000 Attn: Intellectual Property Office Attorney for Intellectual Property Office of General Counsel Xxxx-Xxxxxx Cancer Institute, Inc. 000 Xxxxxxxxx Xxx. Xxxxxx, XX 00000 (i) COMPANY shall cooperate with XXXXXXXXX and/or DFCI in preparing, filing, prosecuting prosecuting, and maintaining the patent applications and patents within PATENT RIGHTS. COMPANY shall use reasonable efforts to provide prompt notice to XXXXXXXXX and/or DFCI of any non-privileged, public information that comes to its attention that may affect the patentability, validity validity, or enforceability of any patent application or patent within PATENT RIGHTS. XXXXXXXXX shall consider the legitimate interests of COMPANY in performing its responsibility under this Section 6.1 and all reasonable comments from COMPANY regarding any patent filing within PATENT RIGHTS. (iic) COMPANY may surrender its licenses under any of the patents or patent applications, or any claim(s) thereof within PATENT RIGHTS in any country of the licensed TERRITORY by giving [***] days ([***])-days advance written notice to XXXXXXXXX and DFCIXXXXXXXXX. If COMPANY so surrenders its rights, it will remain responsible for all patent-related expenses incurred by XXXXXXXXX and/or DFCI and not reimbursed by a third party during the applicable notice period, but XXXXXXXXX and/or DFCI shall take reasonable steps to minimize such expenses[***]. Thereafter, COMPANY will have no further obligation to pay any patent expenses for the patents or patent applications that it surrendered[***]. Notwithstanding the foregoing, if such surrender results in termination of all rights under this Agreement, then the termination notice provision in Section 12, below, shall apply.