Common use of Initial Responsibility Clause in Contracts

Initial Responsibility. (1) Alexza shall be responsible for the preparation, filing, prosecution and maintenance of all Alexza Patents other than the Product-Specific Alexza Patents [ * ], and Teva shall be responsible for the preparation, filing, prosecution and maintenance of all Product-Specific Alexza Patents [ * ]. As used herein, the responsibilities for the preparation, filing, prosecution and maintenance of such Patents include the responsibility for any interferences, reexaminations, inter partes review, post grant review, reissues, oppositions, revocation actions and the like, and gaining patent term restorations, supplemental protection certificates or their equivalents, and patent term extensions related thereto, unless otherwise set forth in this Agreement. Alexza shall keep Teva informed in a timely manner, but not less frequently than once per [ * ], of progress with regard to the preparation, filing, prosecution and maintenance of Alexza Patents (other than the Product-Specific Alexza Patents) in the U.S., and Teva shall keep Alexza informed in a timely manner, but not less frequently than once per [ * ], of progress with regard to the preparation, filing, prosecution and maintenance of the Product-Specific Alexza Patents. Alexza shall consider in good faith and not unreasonably reject the comments, requests and suggestions of Teva with respect to strategies for filing and prosecuting Alexza Patents (other than the Product-Specific Alexza Patents) in the U.S. that are relevant to the Product, provided that Alexza shall not in any event take actions with respect to the preparation, filing, prosecution and maintenance of such Alexza Patents that could negatively impact the Product or Teva’s rights hereunder. (2) In addition, Alexza, upon Teva’s written request, shall promptly file new Product-Specific Alexza Patents (e.g., a U.S. continuation, continuation-in-part or divisional application of such Alexza Patent) (the “Future Product-Specific Alexza Patents”) claiming priority to any Alexza Patents having a specification that could [ * ] and enable a composition-of-matter claim, manufacturing claim, process claim or a method-of-use claim in each case Covering only a Product, and Teva shall be responsible for the preparation, filing, prosecution and maintenance of such Future Product-Specific Alexza Patents on behalf of Alexza at Teva’s sole cost and expense. Teva shall consult with Alexza in preparing Future Product-Specific Alexza Patent applications and shall consider in good faith Alexza’s comments and suggestions prior to the filing of any Future Product-Specific Alexza Patent application. Thereafter, Teva shall keep Alexza informed in a timely manner, but not less frequently than once per [ * ], of progress with regard to the preparation, filing, prosecution and maintenance of the Future Product-Specific Alexza Patents, and Teva shall consider in good faith and not unreasonably reject the comments, requests and suggestions of Alexza with respect to strategies for filing and prosecuting the Future Product-Specific Alexza Patents in the U.S., in the event Alexza communicates to Teva that such actions would negatively impact any existing Alexza Patents or other products Covered by such Alexza Patents. Upon the issuance of such Future Product-Specific Alexza Patent, such Alexza Patent shall be deemed a Product-Specific Alexza Patent. [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.