Common use of Joint Patents Clause in Contracts

Joint Patents. Except as otherwise provided in this Section 7.3(c), Provention shall have the primary right and authority to prepare, file, prosecute and maintain the Patent Rights included in the Joint Inventions (“Joint Patents”) on a worldwide basis at its own expense. Provention shall provide MacroGenics with a reasonable opportunity to review and comment on its efforts to prepare, file, prosecute and maintain Joint Patents, including by providing MacroGenics with a copy of material communications from any patent authority regarding any Joint Patent, and by providing drafts of any material filings or responses to be made in advance of submitting such filings or responses. Provention shall consider MacroGenics’ comments regarding such communications and drafts in good faith and shall not unreasonably disregard any such comments. If Provention determines in its discretion to abandon or not maintain any Joint Patent(s) in any country(ies) of the world, then Provention shall provide MacroGenics with written notice of such determination within such period of time reasonably necessary to allow MacroGenics to determine its interest in such Joint Patent(s) (which notice from Provention shall be given no later than sixty (60) days prior to any final deadline for any pending action or response that may be due with respect to such Joint Patent(s) with the applicable patent authority). If MacroGenics provides written notice expressing its interest in obtaining such Joint Patent(s), Provention shall, free of charge, assign and transfer to MacroGenics the ownership of, and interest in, such Joint Patent(s) in such country(ies), at MacroGenics’ own expense, and Provention shall cooperate with MacroGenics for assignment and transfer of such Joint Patent(s) in such country. Thereafter, all such assigned and transferred Patents will be deemed MacroGenics Platform Patents and MacroGenics shall have the sole right to prepare, file, prosecute and maintain such Patent Rights as set forth in Section 7.3(a).

Joint Patents. Except as otherwise provided in this Section 7.3(c)10.30, Provention Company shall have the primary right and authority to prepare, file, prosecute and maintain the Patent Rights Patents included in the Joint Inventions (“Joint Patents”) on a worldwide basis at its own expense. Provention Company shall provide MacroGenics with a reasonable opportunity to review and comment on its efforts to prepare, file, prosecute and maintain Joint Patents, including by providing MacroGenics with a copy of material communications from any patent authority regarding any Joint Patent, and by providing drafts of any material filings or responses to be made in advance of submitting such filings or responses. Provention Company shall consider MacroGenics’ comments regarding such communications and drafts in good faith and shall not unreasonably disregard any such commentsfaith. If Provention Company determines in its discretion to abandon or not maintain any Joint Patent(s) in any *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. country(ies) of the world, then Provention Company shall provide MacroGenics with written notice of such determination within such a period of time reasonably necessary to allow MacroGenics to determine its interest in such Joint Patent(s) (which notice from Provention Company shall be given no later than sixty (60) days [***] prior to any final deadline for any pending action or response that may be due with respect to such Joint Patent(s) with the applicable patent authority). If MacroGenics provides written notice expressing its interest in obtaining such Joint Patent(s), Provention Company shall, free of charge, assign and transfer to MacroGenics the ownership of, and interest in, such Joint Patent(s) in such country(ies), at MacroGenics’ own expense, and Provention Company shall cooperate with MacroGenics for assignment and transfer of such Joint Patent(s) in such country. Thereafter, all such assigned and transferred Patents will be deemed MacroGenics Platform Patents and MacroGenics shall have the sole right to prepare, file, prosecute and maintain such Patent Rights Patents as set forth in Section 7.3(a10.3(a).

Joint Patents. Except as otherwise provided in this Section 7.3(c9.3(d), Provention Takeda shall have the primary right and authority to prepare, file, prosecute and maintain the Patent Rights Patents included in the Joint Inventions (“Joint Patents”) on a worldwide basis at its own expense. Provention Takeda shall provide MacroGenics with a reasonable opportunity to review and comment on its efforts to prepare, file, prosecute and maintain Joint Patents, including by providing MacroGenics with a copy of material communications from any patent authority in such country(ies) regarding any Joint Patent, and by providing drafts of any material filings or responses to be made to such patent authorities in advance of submitting such filings or responses. Provention Takeda shall consider MacroGenics’ comments regarding such communications and drafts in good faith and shall not unreasonably disregard any such commentsfaith. If Provention Takeda determines in its discretion to abandon or not maintain any Joint Patent(s) in any country(ies) of the world, then Provention Takeda shall provide MacroGenics with written notice of such determination within such a period of time reasonably necessary to allow MacroGenics to determine its interest in such Joint Patent(s) (which notice from Provention Takeda shall be given no later than sixty (60) days prior to any final deadline for any pending action *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. or response that may be due with respect to such Joint Patent(s) with the applicable patent authority). If MacroGenics provides written notice expressing its interest in obtaining such Joint Patent(s), Provention Takeda shall, free of charge, assign and transfer to MacroGenics the ownership of, and interest in, such Joint Patent(s) in such country(ies), at MacroGenics’ own expense, and Provention Takeda shall cooperate with MacroGenics for assignment and transfer of such Joint Patent(s) in such country. Thereafter, all such assigned and transferred Patents will be deemed MacroGenics Platform Patents and MacroGenics shall have the sole right subject to prepare, file, prosecute and maintain such Patent Rights as set forth in Section 7.3(a)9.3(a) above.

Joint Patents. Except as otherwise provided in this Section 7.3(c10.3(d), Provention Company shall have the primary right and authority to prepare, file, prosecute and maintain the Patent Rights Patents included in the Joint Inventions (“"Joint Patents”") on a worldwide basis at its own expense. Provention Company shall provide MacroGenics with a reasonable opportunity to review and comment on its efforts to prepare, file, prosecute and maintain Joint Patents, including by providing MacroGenics with a copy of material communications from any patent authority regarding any Joint Patent, and by providing drafts of any material filings or responses to be made in advance of submitting such filings or responses. Provention Company shall consider MacroGenics’ ' comments regarding such communications and drafts in good faith and shall not unreasonably disregard any such commentsfaith. If Provention Company determines in its discretion to abandon or not maintain any Joint Patent(s) in any country(ies) of the world, then Provention Company shall provide MacroGenics with written notice of such determination within such a period of time reasonably necessary to allow MacroGenics to determine its interest in such Joint Patent(s) (which notice from Provention Company shall be given no later than sixty (60) days [***] prior to any final deadline for any pending action or response that may be due with respect to such Joint Patent(s) with the applicable patent authority). If MacroGenics provides written notice expressing its interest in obtaining such Joint Patent(s), Provention Company shall, free of charge, assign and transfer to MacroGenics the ownership of, and interest in, such Joint Patent(s) in such country(ies), at MacroGenics’ ' own expense, and Provention Company shall cooperate with MacroGenics for assignment and transfer of such Joint Patent(s) in such country. Thereafter, all such assigned and transferred Patents will be deemed MacroGenics Platform Patents and MacroGenics shall have the sole right to prepare, file, prosecute and maintain such Patent Rights Patents as set forth in Section 7.3(a10.3(a).

Joint Patents. Except With respect to the decision to initiate the drafting and filing of a new patent application claiming Joint Technology, the Parties shall first exchange sufficient information identifying such Joint Technology and discuss in good faith the relative merits of seeking patent rights thereto and, upon the prior mutual agreement of the Parties to proceed, not unreasonably withheld, Zogenix shall take such actions as otherwise provided in this Section 7.3(c), Provention shall have the primary right and authority are necessary or appropriate to prepare, fileprocure, prosecute and maintain the Patent Rights included in the patents and/or patent applications to such Joint Inventions Technology (“Joint PatentsPatent Rights”) (including any issuance, reissuance or reexamination thereof and the defense of any interference, revocation or opposition proceedings related thereto) [***] Zogenix shall furnish Durect with copies of drafts of such Joint Patent Rights and any substantive prosecution correspondence relating thereto to and from patent offices throughout the Territory and permit Durect to offer its comments thereon before Zogenix makes any submission or response to a patent office. Zogenix will inform Durect of the *** Certain information on a worldwide basis at this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. countries in which it intends to file Joint Patent Rights. Durect shall offer its own expensecomments promptly, including any request that the Joint Patent Rights be filed in additional countries; [***]. Provention If Zogenix determines in its sole discretion not to file, prosecute, defend or maintain any Joint Patent Rights (including failing to defend any interference, revocation or opposition proceedings) in any country, then Zogenix shall provide MacroGenics Durect with [***]prior written notice (or, if not possible, such shorter time period that would permit Durect a reasonable opportunity to review and comment on its efforts to prepare, file, prosecute and maintain Joint Patents, including by providing MacroGenics with respond in a copy timely manner) of material communications from any patent authority regarding any Joint Patentsuch determination, and by providing drafts of any material filings or responses to be made in advance of submitting such filings or responses. Provention shall consider MacroGenics’ comments regarding such communications and drafts in good faith and shall not unreasonably disregard any such comments. If Provention determines in its discretion to abandon or not maintain any Joint Patent(s) in any country(ies) of the world, then Provention shall provide MacroGenics with written notice of such determination within such period of time reasonably necessary to allow MacroGenics to determine its interest in such Joint Patent(s) (which notice from Provention shall be given no later than sixty (60) days prior to any final deadline for any pending action or response that may be due with respect to such Joint Patent(s) with the applicable patent authority). If MacroGenics provides written notice expressing its interest in obtaining such Joint Patent(s), Provention shall, free of charge, assign and transfer to MacroGenics the ownership of, and interest in, such Joint Patent(s) in such country(ies), at MacroGenics’ own expense, and Provention shall cooperate with MacroGenics for assignment and transfer of such Joint Patent(s) in such country. Thereafter, all such assigned and transferred Patents will be deemed MacroGenics Platform Patents and MacroGenics Durect shall have the sole right and opportunity to prepare, file, prosecute and prosecute, defend and/or maintain such Joint Patent Rights as set forth in Section 7.3(a)on behalf of the Parties at [***].