Common use of Information and Cooperation Clause in Contracts

Information and Cooperation. Except with respect to Targacept Excluded Patent Rights, AstraZeneca Excluded Patent Rights and AstraZeneca Other Patent Rights (other than those specific AstraZeneca Other Patent Rights that cover a Terminated AZ Compound and for which Targacept provides AstraZeneca with written notice that Targacept expressly wishes to include within the scope of this Section 10.1.4, from and after the later of the date that such Terminated AZ Compound became a Terminated AZ Compound and the date that AstraZeneca receives such written notice), in connection with the activities set forth in Sections 10.1.1, 10.1.2, 10.1.3 and 10.1.5: (a) each Party shall consult with the other as to the strategy and prosecution of applications for Patent Rights and the maintenance or extension of the Targacept Patent Rights, the AstraZeneca Patent Rights and the Joint Patent Rights (provided that, if, in such consultation, AstraZeneca reasonably believes that an action Targacept proposes to take in connection with the prosecution of a Targacept Patent Right that is not a Targacept Product Patent Right would materially weaken or reduce the scope or coverage of such Targacept Patent Right as applied to Collaboration Compounds, Candidate Drugs or Products (including Option Compound Candidate Drugs and Option Compound Products), or Additional Compounds (or Additional Products) with respect to any of the foregoing, or the Exploitation thereof, [********]); (b) each filing Party shall regularly provide the other Party with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices in sufficient time to allow for review and comment by the other Party, and in any event at least [********] in advance of the due date of any payment or other administrative action that is required to obtain or maintain a Patent Right; (c) such filing Party shall provide the other Party and its patent counsel with an opportunity to consult with the filing Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response; and (d) such filing Party shall notify the other Party as early as reasonably practicable, and in any event at least [********] in advance of all meetings and material communications with any patent authorities concerning the Targacept Patent Rights, the AstraZeneca Patent Rights or Joint Patent Rights and shall permit the other Party to participate in such meetings, and the advice and suggestions of the other Party and its patent counsel shall be taken into consideration in good faith by such Party and its patent counsel in connection with such filing. Each Party shall also provide the other Party, upon its request, with copies of any patentability search reports generated by its patent counsel with respect to the Research Program Technology or Development Program Technology, including relevant Third Party patents and patent applications located; provided that neither Party shall be required to provide privileged information with respect to such intellectual property status unless and until procedures reasonably acceptable to such Party are in place to protect such privilege. The Parties shall consult in good faith and cooperate in gaining patent term extension(s), restoration(s) or the like that may be available now or in the future to the Targacept Patent Rights (other than the Targacept Excluded Patent Rights), AstraZeneca Patent Rights (other than the AstraZeneca Excluded Patent Rights and, except as provided above, the AstraZeneca Other Patent Rights) or Joint Patent Rights in any part of the Territory (including under a supplementary protection certificate in European countries) so as to provide the longest period of patent protection in each country in the Territory.

Information and Cooperation. Except with respect to Targacept Excluded Patent Rights, AstraZeneca Excluded Patent Rights and AstraZeneca Other Patent Rights (other than those specific AstraZeneca Other Patent Rights that cover a Terminated AZ Compound and for which Targacept provides AstraZeneca with written notice that Targacept expressly wishes to include within the scope of this Section 10.1.4, from and after the later of the date that such Terminated AZ Compound became a Terminated AZ Compound and the date that AstraZeneca receives such written notice), in connection with the activities set forth in Sections 10.1.1, 10.1.2, 10.1.3 and 10.1.5: (a) each Party shall consult with the other as to the strategy and prosecution of applications for Patent Rights and the maintenance or extension of the Targacept Patent Rights, the AstraZeneca Patent Rights and the Joint Patent Rights (provided that, if, in such consultation, AstraZeneca reasonably believes that an action Targacept proposes to take in connection with the prosecution of a Targacept Patent Right that is not a Targacept Product Patent Right would materially weaken or reduce the scope or coverage of such Targacept Patent Right as applied to [********] Collaboration Compounds, Candidate Drugs or Products (including Option Compound Candidate Drugs and Option Compound Products), or Additional Compounds (or Additional Products) with respect to any of the foregoing, or the Exploitation thereof, [********]); (b) each filing Party shall regularly provide the other Party with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices in sufficient time to allow for review and comment by the other Party, and in any event at least [********] in advance of the due date of any payment or other administrative action that is required to obtain or maintain a Patent Right; (c) such filing Party shall provide the other Party and its patent counsel with an opportunity to consult with the filing Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response; and (d) such filing Party shall notify the other Party as early as reasonably practicable, and in any event at least [********] in advance of all meetings and material communications with any patent authorities concerning the Targacept Patent Rights, the AstraZeneca Patent Rights or Joint Patent Rights and shall permit the other Party to participate in such meetings, and the advice and suggestions of the other Party and its patent counsel shall be taken into consideration in good faith by such Party and its patent counsel in connection with such filing. Each Party shall also provide the other Party, upon its request, with copies of any patentability search reports generated by its patent counsel with respect to the Research Program Technology or Development Program Technology, including relevant Third Party patents and patent applications located; provided that neither Party shall be required to provide privileged information with respect to such intellectual property status unless and until procedures reasonably acceptable to such Party are in place to protect such privilege. The Parties shall consult in good faith and cooperate in gaining patent term extension(s), restoration(s) or the like that may be available now or in the future to the Targacept Patent Rights (other than the Targacept Excluded Patent Rights), AstraZeneca Patent Rights (other than the AstraZeneca Excluded Patent Rights and, except as provided above, the AstraZeneca Other Patent Rights) or Joint Patent Rights in any part of the Territory (including under a supplementary protection certificate in European countries) so as to provide the longest period of patent protection in each country in the Territory.

Information and Cooperation. Except The Parties hereby agree to cooperate fully with each other in all matters related to the filing, prosecution, and maintenance of Patent Rights under this Section 8.3 (Patent Filing, Prosecution, Maintenance and Enforcement) and to perform such preparation, filing, prosecution, protection and maintenance in accordance with this Section 8.3 (Filing, Prosecution and Maintenance) and Section 8.6 (Enforcement Against Third Party Infringement). Such cooperation will include the Party who is responsible for patent prosecution with respect to Targacept Excluded Patent Rights, AstraZeneca Excluded Patent Rights and AstraZeneca Other Patent Rights (other than those specific AstraZeneca Other Patent Rights that cover a Terminated AZ Compound and for which Targacept provides AstraZeneca with written notice that Targacept expressly wishes to include within the scope of this Section 10.1.4, from and after the later of the date that such Terminated AZ Compound became a Terminated AZ Compound and the date that AstraZeneca receives such written notice), in connection with the activities set forth in Sections 10.1.1, 10.1.2, 10.1.3 and 10.1.5: (a) each Party shall consult with the other as to the strategy and prosecution of applications for Patent Rights and the maintenance or extension of the Targacept Patent Rights, the AstraZeneca Patent Rights and the Joint Patent Rights (provided that, if, in such consultation, AstraZeneca reasonably believes that an action Targacept proposes to take in connection with the prosecution of a Targacept Patent Right that is not a Targacept Product Patent Right would materially weaken or reduce (the scope or coverage of such Targacept Patent Right as applied to Collaboration Compounds, Candidate Drugs or Products “Responsible Party”) (including Option Compound Candidate Drugs and Option Compound Products), or Additional Compounds (or Additional Productsi) with respect to any of the foregoing, or the Exploitation thereof, reasonably consulting CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[********])”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Confidential with the other Party as to the preparation, filing, foreign filing, prosecution, correction of defects, and maintenance of all PTI Patent Rights and Collaboration Patent Rights for which the Responsible Party is responsible reasonably prior to any deadline for action in any patent office in which such PTI Patent Rights or Collaboration Patent Rights are filed or pending; (bii) each filing Party shall regularly provide furnishing the other Party with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices in sufficient time filings to allow for review and comment by the other Party, and in any event at least [********] in advance of the due date of any payment or other administrative action that is required to obtain or maintain a Patent Right; (c) such filing Party shall provide the other Party and its patent counsel with an opportunity to consult with the filing Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response; and (d) such filing Party shall notify the other Party as early as reasonably practicable, and in any event at least [********] in advance of all meetings and material communications with any patent authorities concerning the Targacept Patent Rights, the AstraZeneca Patent Rights or Joint Patent Rights and shall permit the other Party to participate in such meetings, and the advice and suggestions of the other Party and its patent counsel shall be taken into consideration in good faith by such Party and its patent counsel in connection with such filing. Each Party shall also provide the other Party, upon its request, with copies of any patentability search reports generated by its patent counsel with respect to the Research Program Technology or Development Program Technology, including relevant Third Party patents and patent applications located; provided that neither Party shall be required to provide privileged information made with respect to such intellectual property status unless PTI Patent Rights or Collaboration Patent Rights reasonably in advance of consultation thereon; and until procedures (iii) reasonably acceptable to such Party are in place to protect such privilege. The Parties shall consult discussing in good faith all comments and cooperate suggestions made by the other Party in gaining patent term extension(s)the course of such consultation to the extent such comments are reasonable and made by other Party in a timely manner. Each Party and its Affiliates hereby agree to promptly supply or execute all papers and instruments, restoration(s) or require their respective employees to supply or execute such papers and instruments, as may be necessary and appropriate for purposes of preparing, filing, prosecuting, and maintaining the like PTI Patent Rights and Collaboration Patent Rights and promptly inform the prosecuting Party of matters that may be available now or in expected to reasonably affect the future to preparation, filing, prosecution, maintenance, validity and enforceability of any of the Targacept PTI Patent Rights (other than the Targacept Excluded or Collaboration Patent Rights), AstraZeneca Patent Rights (other than the AstraZeneca Excluded Patent Rights and, except as provided above, the AstraZeneca Other Patent Rights) or Joint Patent Rights in any part of the Territory (including under a supplementary protection certificate in European countries) so as to provide the longest period of patent protection in each country in the Territory.