Common use of Xxxxxxx Patents Clause in Contracts

Xxxxxxx Patents. Xxxxxxx shall have the primary responsibility for, using outside counsel mutually agreeable to the Parties, Prosecuting Xxxxxxx Patents. The costs and expenses incurred as a result of such Prosecution shall be borne by Xxxxxxx to the extent such Prosecution is related to the Xxxxxxx Territory and by Xxxxxxx to the extent such Prosecution is related to the Xxxxxxx Territory; provided, however, that the cost and expense of Prosecuting any PCT application shall be borne by Xxxxxxx. Xxxxxxx shall provide to Xxxxxxx, at least on an annual basis, a detailed list accurately identifying the status of all Xxxxxxx Patents. Xxxxxxx shall provide Xxxxxxx with a reasonable opportunity to review and comment upon draft patent applications and office action responses in the Xxxxxxx Territory for such Xxxxxxx Patents. If Xxxxxxx decides not to file, prosecute, or maintain any Xxxxxxx Patents in the Xxxxxxx Territory, Xxxxxxx shall give Xxxxxxx 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, Xxxxxxx may, upon written election to Xxxxxxx, file, prosecute, or maintain such Xxxxxxx Patents in its sole discretion at its own expense and shall be made the exclusive attorney of record for such Xxxxxxx Patents and Xxxxxxx shall promptly assign to Xxxxxxx any such Xxxxxxx Patents as a result of Xxxxxxx’x assumption of any such responsibility. Xxxxxxx shall continue to keep Xxxxxxx reasonably informed with respect to the status of such Xxxxxxx Patents and their Prosecution in the Xxxxxxx Territory.

Xxxxxxx Patents. Xxxxxxx shall have the primary responsibility for, using outside counsel mutually agreeable to the Parties, for Prosecuting Xxxxxxx Patents. The costs and expenses incurred as a result of such Prosecution shall be borne by Xxxxxxx to the extent such Prosecution is related to the Xxxxxxx Territory and by Xxxxxxx to the extent such Prosecution is related to the Xxxxxxx Territory; provided, however, that the cost and expense of Prosecuting any PCT application shall be borne by Xxxxxxx. Xxxxxxx shall provide to Xxxxxxx, at least on an annual basis, a detailed list accurately identifying the status of all Xxxxxxx Patents. Xxxxxxx shall provide Xxxxxxx with a reasonable opportunity to review and comment upon draft patent applications and office action responses in the Xxxxxxx Territory for such Xxxxxxx Patents. If Xxxxxxx decides not to file, prosecute, or maintain any Xxxxxxx Patents in the Xxxxxxx Territory, Xxxxxxx shall give Xxxxxxx 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, Xxxxxxx may, upon written election to Xxxxxxx, file, prosecute, or maintain such Xxxxxxx Patents in its sole discretion at its own expense and shall be made the exclusive attorney of record for such Xxxxxxx Patents and Xxxxxxx shall promptly assign to Xxxxxxx any such Xxxxxxx Patents as a result of Xxxxxxx’x Minerva’s assumption of any such responsibility. Xxxxxxx shall continue to keep Xxxxxxx reasonably informed with respect to the status of such Xxxxxxx Patents and their Prosecution in the Xxxxxxx Territory.

Xxxxxxx Patents. Xxxxxxx shall have be solely responsible for the primary responsibility forProsecution of any Patent that is solely owned by Xxxxxxx, using outside counsel mutually agreeable to the Parties, Prosecuting Xxxxxxx Patents. The costs and expenses incurred as a result of such Prosecution shall be borne including those filed by Xxxxxxx to the extent such Prosecution is related to the Xxxxxxx Territory and by Xxxxxxx to the extent such Prosecution is related to the Xxxxxxx Territorycovering its solely-owned Inventions; provided, however, that the cost and expense of Prosecuting any PCT application shall be borne by Xxxxxxx. Xxxxxxx shall provide not file any Patent disclosing or claiming specifically any Collaboration Candidate or corresponding Precursor iPSC, Master iPSC Bank, CD34 Composition, CD34 Composition, CAR-T Cells or CAR-NK Cells unless such Collaboration Candidate is a Licensed Collaboration Candidate (or a Discontinued Collaboration Candidate or Equivalent licensed to Xxxxxxx, at least on an annual basis, Xxxxxxx pursuant to Section 5.1.3). With respect to any such Patents solely owned by Xxxxxxx that claim a detailed list accurately identifying the status of all Profit Share Product (or any precursor or component thereof) or its manufacture or use (“Xxxxxxx Profit Share Patents. Xxxxxxx shall provide Xxxxxxx with a reasonable opportunity to review and comment upon draft patent applications and office action responses in the Xxxxxxx Territory for such Xxxxxxx Patents. If Xxxxxxx decides not to file, prosecute, or maintain any Xxxxxxx Patents in the Xxxxxxx Territory”), Xxxxxxx shall give Xxxxxxx 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, Xxxxxxx may, upon written election to Xxxxxxx, file, prosecute, or maintain such Xxxxxxx Patents in its sole discretion at its own expense and shall be made the exclusive attorney of record for such Xxxxxxx Patents and Xxxxxxx shall promptly assign to Xxxxxxx any such Xxxxxxx Patents as a result of Xxxxxxx’x assumption of any such responsibility. Xxxxxxx shall continue to keep Xxxxxxx Fate reasonably informed with respect to its Prosecution activities, and Fate may consult with Xxxxxxx and provide advice to Xxxxxxx regarding such Prosecution activities, but Xxxxxxx shall have the status right to take such reasonable acts in connection therewith as Xxxxxxx deems appropriate, in its sole discretion, provided Xxxxxxx is acting in good faith to obtain and maintain Xxxxxxx Profit Share Patents effective for market exclusivity of Profit Share Products. Xxxxxxx shall promptly provide Fate with copies of all correspondence to or from the USPTO, EPO and equivalent patent offices in foreign jurisdictions, relating to such Xxxxxxx Profit Share Patents. Xxxxxxx shall take into account and consider in good faith Fate and its interests and requests regarding the filing, prosecution and maintenance of Xxxxxxx Profit Share Patents under this Section. If Xxxxxxx, prior or subsequent to filing any Patent that would constitute any Xxxxxxx Profit Share Patents, elects not to file, prosecute or maintain such Patent in any of the Major Markets, Xxxxxxx shall give Fate notice thereof within a reasonable period prior to allowing such Patent to lapse or become abandoned or unenforceable, and their Prosecution Fate shall thereafter have the right, but not the obligation, to prepare, file, prosecute and maintain such Xxxxxxx Profit Share Patents. In the event that Fate assumes responsibility for such Xxxxxxx Profit Share Patents pursuant to this Section, Xxxxxxx shall reasonably cooperate with Fate in maintaining and prosecuting such patent rights. The reasonable out-of-pocket costs incurred by Xxxxxxx in connection with Prosecuting the Xxxxxxx Profit Share Patents in the Xxxxxxx TerritoryU.S. will be included in Allowable Expenses.