Common use of Filing, Prosecution and Maintenance Clause in Contracts

Filing, Prosecution and Maintenance. TKT shall be responsible for the filing, prosecution (including oppositions) and maintenance of all patent applications and patents which make up the TKT Patent Rights and such other registrations related to the TKT Technology. For so long as any of the license grants set forth in Article 3 remain in effect, TKT agrees to file and prosecute patent applications and maintain the patents covering the TKT Patent Rights and, to the extent applicable, for the registration or other protection of the TKT Technology, in all countries in the MMD Territory in which MMD customarily files for products of similar interest. TKT shall consult with MMD and keep MMD fully informed of important issues relating to the preparation, filing, prosecution and maintenance of such patent applications and patents, including patent strategy with respect to both existing and future patent applications, patents and patent extensions, and shall furnish to MMD copies of documents relevant to such preparation, filing, prosecution or maintenance sufficiently prior to filing such document or making any payment due thereunder to allow for review and comment by MMD, and TKT shall seriously consider all such comments. TKT and MMD shall mutually determine procedures for carrying out the filing, prosecution (including oppositions) and maintenance, as applicable, of patent applications and patents for all Joint Inventions and ******************************** *******, and both parties shall be kept fully informed of and consult and cooperate with respect to all actions taken with respect thereto; provided that, if either party elects to not ****************** of such activity with respect to a particular Joint Invention in a particular country, then the other party may, ******************* and discretion, undertake the filing, prosecution (including oppositions) and maintenance of such patent or patent application in such country, and the party not participating in such expenses shall assign its interest in such patent or patent application in such country to the other party, including the rights to receive and collect from third parties any royalties and damages from future or past infringement, but reserving a perpetual royalty-free non-exclusive license in such country (without the right to sublicense and subject to any limitations imposed by this Agreement, including Section 2.2 hereof) to use such Joint Invention to make, have made, use, distribute for sale and sell any products covered by such patent covering such Joint Invention. The non-participating party will cooperate with the other party, at the other party's expense, as necessary to enable the other party to establish and protect its rights under this subsection 8.2.1. If TKT elects not to continue to seek or maintain patent protection on any patent or patent application which makes up the TKT Patent Rights or relates to the TKT Technology in any country in the MMD Territory, MMD shall have the right, at its option, but in the name of TKT ********************, to file, prosecute (including oppositions) and maintain such patent applications and patents as TKT shall have previously filed in at least one country, provided, however, that the rights of the parties with respect to any such TKT Patent Rights and TKT Technology shall in all other respects be as described in this Agreement. TKT will advise MMD of all decisions taken with respect to any such election in a timely manner in order to allow MMD to protect its rights under this subsection 8.2.1.

Filing, Prosecution and Maintenance. TKT shall be responsible for the filing, prosecution (including oppositions) and maintenance of all patent applications and patents which make up the TKT Patent Rights and such other registrations related to the TKT Technology. For so long as any of the license grants set forth in Article 3 remain in effect, TKT agrees to file and prosecute patent applications and maintain the patents covering the TKT Patent Rights and, to the extent applicable, for the registration or other protection of the TKT Technology, in all countries in the MMD Territory in which MMD customarily files for products of similar interest. TKT shall consult with MMD and keep MMD fully informed of important issues relating to the preparation, filing, prosecution and maintenance of such patent applications and patents, including patent strategy with respect to both existing and future patent applications, patents and patent extensions, and shall furnish to MMD copies of documents relevant to such preparation, filing, prosecution or maintenance sufficiently prior to filing such document or making any payment due thereunder to allow for review and comment by MMD, and TKT shall seriously consider all such comments. TKT and MMD shall mutually determine procedures for carrying out the filing, prosecution (including oppositions) and maintenance, as applicable, of patent applications and patents for all Joint Inventions and ******************************** *******thereof, and both parties shall be kept fully informed of and consult and cooperate with respect to all actions taken with respect thereto; provided that, if either party elects to not ****************** of such activity with respect to a particular Joint Invention in a particular country, then the other party may, ******************* and discretion, undertake the filing, prosecution (including oppositions) and maintenance of such patent or patent application in such country, and the party not participating in such expenses shall assign its interest in such patent or patent application in such country to the other party, including the rights to receive and collect from third parties any royalties and damages from future or past infringement, but reserving a perpetual royalty-free non-exclusive license in such country (without the right to sublicense and subject to any limitations imposed by this Agreement, including Section 2.2 hereof) to use such Joint Invention to make, have made, use, distribute for sale and sell any products covered by such patent covering such Joint Invention. The non-participating party will cooperate with the other party, at the other party's expense, as necessary to enable the other party to establish and protect its rights under this subsection 8.2.1CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. If TKT elects not to continue to seek or maintain patent protection on any patent or patent application which makes up the TKT Patent Rights or relates to the TKT Technology in any country in the MMD Territory, MMD shall have the right, at its option, but in the name of TKT ********************, to file, prosecute (including oppositions) and maintain such patent applications and patents as TKT shall have previously filed in at least one country, provided, however, that the rights of the parties with respect to any such TKT Patent Rights and TKT Technology shall in all other respects be as described in this Agreement. TKT will advise MMD of all decisions taken with respect to any such election in a timely manner in order to allow MMD to protect its rights under this subsection 8.2.1ASTERISKS DENOTE SUCH OMISSIONS.

Filing, Prosecution and Maintenance. TKT Except as otherwise agreed by the Parties, each Party will own a joint undivided interest in each Joint Collaboration Patent Right. Subject to the terms of this Agreement, (a) WuXi will have the first right, but not the obligation, to prepare, file, prosecute, and maintain any Joint Collaboration Patent Rights that claim inventions that specifically relate to any Manufacturing Process, or the Manufacture of Products or Antibodies, and (b) Vir shall be responsible for have the filingfirst right, prosecution but not the obligation to prepare, file, prosecute, and maintain any Joint Collaboration Patent Rights that claim inventions that specifically relate to the composition or method of use of Antibodies or Products, in each case of (including oppositionsa) and maintenance or (b), throughout the world using patent counsel selected by the prosecuting Party in the name of both Parties. The prosecuting Party (the “Prosecuting Party”) shall periodically inform the other Party of all patent applications and patents which make up the TKT Patent Rights and such other registrations related to the TKT Technology. For so long as any of the license grants set forth in Article 3 remain in effect, TKT agrees to file and prosecute patent applications and maintain the patents covering the TKT Patent Rights and, to the extent applicable, for the registration or other protection of the TKT Technology, in all countries in the MMD Territory in which MMD customarily files for products of similar interest. TKT shall consult material steps with MMD and keep MMD fully informed of important issues relating respect to the preparation, filing, prosecution and maintenance of such patent applications and patentsthe Joint Collaboration Patent Rights, including by providing such other Party with a copy of all material submissions to any patent strategy office (including the text of each patent application) and all substantive correspondence received from any patent office with respect to both existing and future patent applications, patents and patent extensions, and shall furnish to MMD copies of documents relevant to such preparation, filing, prosecution or maintenance sufficiently prior to filing such document or making any payment due thereunder to allow for review and comment by MMD, and TKT shall seriously consider all such comments. TKT and MMD shall mutually determine procedures for carrying out the filing, prosecution (including oppositions) and maintenanceJoint Collaboration Patent Rights, as applicable, sufficiently in advance of patent applications submitting such filings or responses so as to allow for a reasonable opportunity for the other Party to review and patents for all Joint Inventions and ******************************** *******, and both parties shall be kept fully informed of and consult and cooperate comment thereon (including providing comments with respect to all actions taken with respect thereto; provided that, if either party elects any decision to file or not ****************** to file in a given jurisdiction). The Prosecuting Party shall (a) consider in good faith the requests and suggestions of such activity the other Party with respect to a particular such drafts and with respect to strategies for filing and prosecuting the Joint Invention Collaboration Patent Rights (including the jurisdictions in a particular country, then which to prosecute and not prosecute) and (b) shall incorporate all such reasonable comments timely provided by the other party mayParty, ******************* and discretion, undertake provided that the filing, Prosecuting Party shall have the final authority over such prosecution (including oppositions) and maintenance of such patent or patent application in such country, and the party not participating in such expenses shall assign its interest in such patent or patent application in such country to the other party, including the rights to receive and collect from third parties any royalties and damages from future or past infringement, but reserving a perpetual royalty-free non-exclusive license in such country (without the right to sublicense and subject to any limitations imposed by this Agreement, including Section 2.2 hereof) to use such Joint Invention to make, have made, use, distribute for sale and sell any products covered by such patent covering such Joint Inventiondecisions. The non-participating party prosecuting Party will cooperate with (i) upon the other partyProsecuting Party’s request, at reasonably assist the other party's expenseProsecuting Party in connection therewith, as necessary to enable and (ii) reimburse the other party to establish and protect its rights under this subsection 8.2.1. If TKT elects not to continue to seek or maintain patent protection on any patent or patent application which makes up the TKT Patent Rights or relates to the TKT Technology in any country in the MMD Territory, MMD shall have the right, at its option, but in the name of TKT Prosecuting Party for [***] of the reasonable costs and expenses incurred by the Prosecuting Party in preparing, filing, prosecuting, and maintaining such Joint Collaboration Patent Rights, which reimbursement will be made pursuant to invoices submitted no more often than once per Calendar Quarter, and within [*****************, to file, prosecute (including oppositions) and maintain such patent applications and patents as TKT shall have previously filed in at least one country, provided, however, that ] following the rights end of the parties with respect to any such TKT Patent Rights and TKT Technology shall in all other respects be as described in this Agreement. TKT will advise MMD of all decisions taken with respect to any such election in a timely manner in order to allow MMD to protect its rights under this subsection 8.2.1Calendar Quarter.

Filing, Prosecution and Maintenance. TKT shall be responsible for the filing, prosecution (including oppositions) and maintenance of all patent applications and patents which make up the TKT Patent Rights and such other registrations related to the TKT Technology. For so long as any of the license grants set forth in Article 3 remain in effect, TKT agrees to file and prosecute patent applications and maintain the patents covering the TKT Patent Rights and, to the extent applicable, for the registration or other protection of the TKT Technology, in all countries in the MMD Aventis Territory in which MMD Aventis customarily files for products of similar interest. TKT shall consult with MMD Aventis and keep MMD Aventis fully informed of important issues relating to the preparation, filing, prosecution and maintenance of such patent applications and patents, including patent strategy with respect to both existing and future patent applications, patents and patent extensions, and shall furnish to MMD Aventis copies of documents relevant to such preparation, filing, prosecution or maintenance sufficiently prior to filing such document or making any payment due thereunder to allow for review and comment by MMDAventis, and TKT shall seriously consider all such comments. TKT and MMD Aventis shall mutually determine procedures for carrying out the filing, prosecution (including oppositions) and maintenance, as applicable, of patent applications and patents for all Joint Inventions and ******************************** *******shall each bear half of the costs thereof, and both parties shall be kept fully informed of and consult and cooperate with respect to all actions taken with respect thereto; provided that, if either party elects to not ****************** bear half the cost of such activity with respect to a particular Joint Invention in a particular country, then the other party may, ******************* at its sole expense and discretion, undertake the filing, prosecution (including oppositions) and maintenance of such patent or patent application in such country, and the party not participating in such expenses shall assign its interest in such patent or patent application in such country to the other party, including the rights to receive and collect from third parties any royalties and damages from future or past infringement, but reserving a perpetual royalty-free non-exclusive license in such country (without the right to sublicense and subject to any limitations imposed by this Agreement, including Section 2.2 hereof) to use such Joint Invention to make, have made, use, distribute for sale and sell any products covered by such patent covering such Joint Invention. The non-participating party will cooperate with the other party, at the other party's expense, as necessary to enable the other party to establish and protect its rights under this subsection 8.2.1. If TKT elects not to continue to seek or maintain patent protection on any patent or patent application which makes up the TKT Patent Rights or relates to the TKT Technology in any country in the MMD Territory, MMD shall have the right, at its option, but in the name of TKT ********************, to file, prosecute (including oppositions) and maintain such patent applications and patents as TKT shall have previously filed in at least one country, provided, however, that the rights of the parties with respect to any such TKT Patent Rights and TKT Technology shall in all other respects be as described in this Agreement. TKT will advise MMD of all decisions taken with respect to any such election in a timely manner in order to allow MMD to protect its rights under this subsection 8.2.1.not