Common use of Joint Patent Rights Clause in Contracts

Joint Patent Rights. Decisions regarding Enforcement Actions with respect to the Joint Patent Rights shall be made by the JPC, upon *Certain information on this page has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions. consultation with the Joint Steering Committee. Upon the identification of an infringement of Joint Patent Rights with respect to a Collaboration Product, the JPC shall (i) promptly discuss such infringement, (ii) promptly discuss the strategy for enforcing such Joint Patent Rights, and (iii) designate the Controlling Party to be responsible for controlling an Enforcement Action with respect to such Joint Patent Rights, and determine a reasonable allocation between the Parties of the costs of such Enforcement Action. The Controlling Party shall be responsible, using outside counsel mutually acceptable to both Parties, to implement the decisions of the JPC regarding such Enforcement Action. The non-Controlling Party shall reasonably cooperate, as requested by the Controlling Party, in such Enforcement Action. The Controlling Party shall keep the Joint Steering Committee and the JPC informed of the progress of any action or proceeding to enforce the Joint Patent Rights. The Controlling Party shall keep the JPC advised of all communications, actual and prospective filings or submissions regarding such Joint Patent Rights, and shall provide the JPC an opportunity to review and comment on any such communications, filing and submissions. The Controlling Party shall not settle or consent to an adverse judgment in any such Enforcement Action with respect to the Joint Patent Rights, unless approved by the Joint Steering Committee (which approval shall not be unreasonably withheld).

Joint Patent Rights. Decisions regarding Enforcement Actions with respect If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint Probody Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights shall be made Rights. As agreed upon by the JPCParties, upon *Certain information meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint Probody Platform Improvements, the Parties shall promptly meet to discuss and determine, based on this page has been omitted mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and filed separately with maintenance of such patents and how to pay for the commissionfiling, prosecution and maintenance of such patents. Confidential treatment has been requested with respect to the omitted portions. consultation with the Joint Steering Committee. Upon the identification of an infringement It is presumed that ImmunoGen will control filing, prosecution and maintenance of Joint Patent Rights with respect to a Collaboration Productclaiming Joint Program Technology or Joint Conjugation Probody Platform Improvements, the JPC shall (i) promptly discuss such infringementand that CytomX will control filing, (ii) promptly discuss the strategy for enforcing such prosecution and maintenance of Joint Patent Rights, and (iii) designate the Controlling Rights claiming Joint Unconjugated Probody Platform Improvements. Neither Party to be responsible for controlling an Enforcement Action with respect to such will file any Joint Patent Rights, and determine a reasonable allocation between Right without the Parties prior written consent of the costs of such Enforcement Action. The Controlling Party shall be responsible, using outside counsel mutually acceptable to both Parties, to implement the decisions of the JPC regarding such Enforcement Action. The non-Controlling Party shall reasonably cooperate, as requested by the Controlling other Party, in such Enforcement Action. The Controlling Party shall keep the Joint Steering Committee and the JPC informed of the progress of any action or proceeding to enforce the Joint Patent Rights. The Controlling Party shall keep the JPC advised of all communications, actual and prospective filings or submissions regarding such Joint Patent Rights, and shall provide the JPC an opportunity to review and comment on any such communications, filing and submissions. The Controlling Party shall not settle or which consent to an adverse judgment in any such Enforcement Action with respect to the Joint Patent Rights, unless approved by the Joint Steering Committee (which approval shall not be unreasonably withheld), conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenance.

Joint Patent Rights. Decisions regarding Enforcement Actions with respect If not already established under the Research Collaboration Agreement, prior to either Party filing any Patent Right disclosing Joint Program Technology or Joint TAP Platform Improvements, the Parties shall establish a patent committee (the “Patent Committee”) comprised of at least one (1) representative of each Party for the purpose of facilitating the preparation, filing, prosecution, maintenance and defense of Joint Patent Rights shall be made Rights. As agreed upon by the JPCParties, upon *Certain information meetings of the Patent Committee may be face-to-face or may be conducted by teleconferences or videoconferences, from time to time as needed. The Patent Committee will be the forum through which the Parties coordinate their respective obligations to each other described in Sections 5.2.2 and 5.2.3 hereof and in this Section. In the event the Parties conceive or generate any Joint Program Technology or Joint TAP Platform Improvements, the Parties shall promptly meet to discuss and determine, based on this page has been omitted mutual consent, whether to seek patent protection thereon, which Party will control filing, prosecution and filed separately with maintenance of such patents and how to pay for the commissionfiling, prosecution and maintenance of such patents. Confidential treatment has been requested with respect to the omitted portions. consultation with the Joint Steering Committee. Upon the identification of an infringement It is presumed that CytomX will control filing, prosecution and maintenance of Joint Patent Rights with respect to a Collaboration Productclaiming Joint Program Technology or Joint Unconjugated Probody Platform Improvements, the JPC shall (i) promptly discuss such infringementand that ImmunoGen will control filing, (ii) promptly discuss the strategy for enforcing such prosecution and maintenance of Joint Patent Rights, and (iii) designate the Controlling Rights claiming Joint TAP Platform Improvements or Joint Conjugation Probody Platform Improvements. Neither Party to be responsible for controlling an Enforcement Action with respect to such will file any Joint Patent Rights, and determine a reasonable allocation between Right without the Parties prior written consent of the costs of such Enforcement Action. The Controlling Party shall be responsible, using outside counsel mutually acceptable to both Parties, to implement the decisions of the JPC regarding such Enforcement Action. The non-Controlling Party shall reasonably cooperate, as requested by the Controlling other Party, in such Enforcement Action. The Controlling Party shall keep the Joint Steering Committee and the JPC informed of the progress of any action or proceeding to enforce the Joint Patent Rights. The Controlling Party shall keep the JPC advised of all communications, actual and prospective filings or submissions regarding such Joint Patent Rights, and shall provide the JPC an opportunity to review and comment on any such communications, filing and submissions. The Controlling Party shall not settle or which consent to an adverse judgment in any such Enforcement Action with respect to the Joint Patent Rights, unless approved by the Joint Steering Committee (which approval shall not be unreasonably withheld), conditioned or delayed. The Party controlling filing and prosecution of any such Joint Patent Right (a) shall keep the other Party informed regarding each Patent Right, (b) shall consider in good faith any recommendations made by the other Party in regard to the filing, prosecution or maintenance of any such Patent Right and (c) shall not unreasonably refuse to incorporate any recommendations made by the other Party in regard to such filing, prosecution or maintenance.

Joint Patent Rights. Decisions regarding All decisions relating to Enforcement Actions with respect to the Joint Patent Rights shall be made by the JPC, upon *Certain information on this page has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions. consultation with the Joint Steering Committee. Upon the identification by a Party of an actual, alleged or threatened infringement or attack on the validity or enforceability of a Joint Patent Rights Right, or upon a Party’s request to the JPC to consider prosecuting or defending an Enforcement Action with respect to a Collaboration ProductJoint Patent Rights, the JPC shall shall: (i) promptly discuss such infringement, attack or Enforcement Action; (ii) promptly discuss the strategy for enforcing or defending such Joint Patent Rights, ; and (iii) designate a Party (the Controlling Party Responsible Party) to be responsible for controlling an Enforcement Action implementing the decisions of the JPC with respect to such Joint Patent Rightsinfringement, and determine a reasonable allocation between the Parties of the costs of such attack or Enforcement Action. The Controlling Responsible Party shall be responsibleshall, using outside counsel mutually reasonably acceptable to both Parties, to implement the decisions of the JPC regarding such Enforcement Action. Save as provided in this Article 10.7(b)(v), all expenses incurred in relation to any such Enforcement Action shall be [***] [Confidential Treatment Required]. The non-Controlling Responsible Party shall reasonably [***] [Confidential Treatment Required] cooperate, as requested by the Controlling JPC or the Responsible Party, in such Enforcement Action, including joining any such Enforcement Action. The Controlling Responsible Party shall keep the Joint Steering Committee and the JPC informed of the progress of any action or proceeding to enforce the Joint Patent Rightssuch Enforcement Action. The Controlling Responsible Party shall keep the JPC advised of all communications, actual and prospective filings or submissions regarding any such Joint Patent RightsEnforcement Action, and shall provide the JPC with an opportunity to review and comment on any such communications, filing and submissionssubmissions proposed to be made by the Responsible Party. The Controlling Responsible Party shall not settle or consent to an adverse a judgment in any such Enforcement Action with respect to the Joint Patent Rights, unless approved by the JPC [***] [Confidential Treatment Required]. Notwithstanding the foregoing, if a Party does not wish to [***] [Confidential Treatment Required] of prosecuting any such Enforcement Action, the other Party shall have the right to prosecute such Enforcement Action, through counsel of its choosing, without the consent of such first Party or the JPC, provided that the other Party shall [***] [Confidential Treatment Required]. If a Party elects to initiate or continue prosecuting an Enforcement Action as provided in the preceding sentence, the other Party shall, and shall cause its Affiliates to, (x) [***] [Confidential Treatment Required] cooperate with such first Party in this regard, and (y) promptly release or assign to the other Party, without consideration, all right, title and interest in and to such Joint Steering Committee (Patent Rights. For clarity, neither Party shall have the right to not fund, or to cease defending, an Enforcement Action brought by a Third Party, except with respect to a counterclaim brought by a Third Party in connection with an Enforcement Action as to which approval shall such Party previously exercised its right not be unreasonably withheld)to fund.