Common use of Licensed Patent Rights Clause in Contracts

Licensed Patent Rights. Archemix, acting through patent counsel or agents of its choice, shall be solely responsible for the preparation, filing, prosecution and maintenance of the Licensed Patent Rights; provided, that, Ophthotech will reimburse Archemix for all of its out-of-pocket and attorneys fees, expenses, official fees and all other charges accumulated on or after the Effective Date incident to the preparation, filing, prosecution and maintenance of the Anti-C5 Aptamer-Specific Patent Rights, including any interference or opposition proceedings, in the jurisdictions set forth on Exhibit C (each, a “Mandatory Jurisdiction”) and in any other jurisdictions mutually agreed by the Parties in advance (each, an “Optional Jurisdiction”), such Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. agreement not to be unreasonably withheld, conditioned or delayed (collectively, “Licensed Patent Right Fees”), within [***] days after Ophthotech’s receipt of invoices from Archemix and/or Archemix’s outside patent counsel for Licensed Patent Right Fees; provided further, that, Ophthotech may elect not to pay such amounts with respect to (a) any particular Anti-C5 Aptamer-Specific Patent Rights in any Optional Jurisdiction upon [***] days prior written notice to Archemix and (b) any particular Anti-C5 Aptamer-Specific Patent Rights in any Mandatory Jurisdiction that are not listed on Exhibit A as of the Effective Date (subject to the next sentence of this Section 6.2) upon [***] days prior written notice to Archemix, in which event such Anti-C5 Aptamer-Specific Patent Rights shall thereafter be excluded from the Licensed Patent Rights. For purposes of clarity, the Anti-C5 Aptamer-Specific Patent Rights listed on Exhibit A as of the Effective Date shall be deemed to include, for purposes of the immediately preceding sentence of this Section 6.2, the Patent Rights listed on Exhibit A attached hereto and all divisionals, nationalization filings, continuations (excluding continuations-in-part) thereof, all reissues, reexaminations, renewals and extensions thereof, and supplementary protection certificates therefor, and all foreign equivalents of any of the foregoing filed with respect to such Patent Rights during the Term, in each case in any Mandatory Jurisdiction. In the event that Archemix determines not to file or to abandon any of the Anti-C5 Aptamer Specific Patent Rights, Archemix shall notify Ophthotech sufficiently in advance so that Ophthotech can, without any loss of rights, and Ophthotech shall have the right to file, prosecute and maintain such Patent Rights in Archemix’ name at Ophthotech’s expense. Archemix shall provide Ophthotech with a reasonable opportunity to review and comment in advance on all filings and correspondence with patent offices regarding such Anti-C5 Aptamer-Specific Patent Rights and shall consider in good faith any comments thereon that Ophthotech provides. Notwithstanding the foregoing, to the extent Anti-C5 Aptamer-Specific Patent Rights are licensed to Third Parties for use outside the Field in accordance with this Agreement and such Third Parties are obligated to reimburse Archemix for Licensed Patent Right Fees, the Parties will negotiate in good faith a proportional reduction of Ophthotech’s obligation for Licensed Patent Right Fees hereunder.

Licensed Patent Rights. Archemix, acting through patent counsel or agents of its choice, shall be solely responsible responsible, at its sole cost and expense, for the preparation, filing, prosecution and maintenance of the Licensed Patent Rights other than the Complement-Specific Patent Rights; provided. Following the Restatement Date, thatOphthotech, acting through patent counsel or agents of its choice, shall, subject to the remainder of this Section 6.2, be solely responsible, at its sole cost and expense, to prepare, file, prosecute and maintain in Archemix’s name the Complement-Specific Patent Rights. Ophthotech will reimburse Archemix for all of its out-of-pocket and attorneys fees, expenses, official fees and all other charges accumulated on or after the Effective Date incident to the preparation, filing, prosecution and maintenance of the Anti-C5 Aptamer-Specific Patent Rights, including any interference or opposition proceedingsproceedings (such fees, collectively, “Licensed Patent Right Fees”), in the jurisdictions set forth on Exhibit C B (each, a “Mandatory Jurisdiction”) and in any other jurisdictions mutually agreed by the Parties in advance prior to the Restatement Date (each, an “Optional Jurisdiction”), such Portions of this Exhibit were omitted ) accumulated on or after the Original Agreement Date and have been filed separately with before the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. agreement not to be unreasonably withheld, conditioned or delayed (collectively, “Licensed Patent Right Fees”)Restatement Date, within [***] days after Ophthotech’s receipt of invoices from Archemix and/or Archemix’s outside patent counsel for such Licensed Patent Right Fees; provided further, that, such invoice(s) are issued within [**] days after the Restatement Date. In the event that Ophthotech determines not to file or to abandon any Complement-Specific Patent Right in any jurisdiction, Ophthotech shall notify Archemix sufficiently in advance so that Archemix can, without any loss of rights, file, prosecute and maintain such Complement-Specific Patent Right (“Abandoned Patent Right”) in Archemix’s name in such jurisdiction; provided, that, Ophthotech will reimburse Archemix for all of its Licensed Patent Right Fees on or after the date of such notice from Ophthotech incident to the preparation, filing, prosecution and maintenance of any Abandoned Patent Right that is an Anti-C5 Aptamer-Specific Patent Right, including any interference or opposition proceedings, in any Mandatory Jurisdiction or any Optional Jurisdiction, within [**] days after Ophthotech’s receipt of invoices from Archemix and/or Archemix’s outside patent counsel for such Licensed Patent Right Fees. Ophthotech may elect not to pay such amounts with respect to (a) any particular Anti-C5 Aptamer-Specific Patent Rights Right in any Optional Jurisdiction upon [***] days prior written notice to Archemix and (b) any particular Anti-C5 Aptamer-Specific Patent Rights Right in any Mandatory Jurisdiction that are not listed on Exhibit A as of the Effective Restatement Date (subject to the next sentence of this Section 6.2) upon [***] days prior written notice to Archemix, in which event such Anti-C5 Aptamer-Specific Patent Rights Right shall thereafter be excluded from the Licensed Patent Rights. For purposes of clarity, the Anti-C5 Aptamer-Specific Patent Rights listed on Exhibit A as of the Effective Restatement Date shall be deemed to include, for purposes of the immediately preceding sentence of this Section 6.2, the Patent Rights listed on Exhibit A attached hereto and all divisionals, nationalization filings, continuations (excluding continuations-in-part) thereof, all reissues, reexaminations, renewals and extensions thereof, and supplementary protection certificates therefor, and all foreign equivalents of any of the foregoing filed with respect to such Patent Rights during at any time on or after the Original Agreement Date and prior to the end of the Term, in each case in any Mandatory Jurisdiction. In the event that Archemix determines not to file or to abandon any of the Anti-C5 Aptamer Specific Patent Rights, Archemix shall notify Ophthotech sufficiently in advance so that Ophthotech can, without any loss of rights, and Ophthotech shall have the right to file, prosecute and maintain such Patent Rights in Archemix’ name at Ophthotech’s expense. Archemix shall provide Ophthotech with a reasonable opportunity to review and comment in advance on all filings and correspondence with patent offices regarding such Anti-C5 Aptamer-Specific Patent Rights and shall consider in good faith any comments thereon that Ophthotech provides. Notwithstanding the foregoing, to the extent Anti-C5 Aptamer-Specific Patent Rights are licensed to Third Parties for use outside the Field in accordance with this Agreement and such Third Parties are obligated to reimburse Archemix for Licensed Patent Right Fees, the Parties will negotiate in good faith a proportional reduction of Ophthotech’s obligation for Licensed Patent Right Fees hereunder.

Licensed Patent Rights. Archemix, acting through patent counsel or agents of its choice, shall be solely responsible responsible, at its sole cost and expense, for the preparation, filing, prosecution and maintenance of the Licensed Patent Rights other than the Anti-PDGF Aptamer-Specific Patent Rights; provided. Following the Restatement Date, thatOphthotech, acting through patent counsel or agents of its choice, shall, subject to the remainder of this Section 6.2, be solely responsible, at its sole cost and expense, to prepare, file, prosecute and maintain in Archemix’s name the Anti-PDGF Aptamer-Specific Patent Rights. Ophthotech will reimburse Archemix for all of its out-of-pocket and attorneys fees, expenses, official fees and all other charges accumulated on or after the Effective Date incident to the preparation, filing, prosecution and maintenance of the Anti-C5 PDGF Aptamer-Specific Patent Rights, including any interference or opposition proceedingsproceedings (such fees, collectively, “Licensed Patent Right Fees”), in the jurisdictions set forth on Exhibit C B (each, a “Mandatory Jurisdiction”) and in any other jurisdictions mutually agreed by the Parties in advance prior to the Restatement Date (each, an “Optional Jurisdiction”), such Portions of this Exhibit were omitted ) accumulated on or after the Original Agreement Date and have been filed separately with before the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. agreement not to be unreasonably withheld, conditioned or delayed (collectively, “Licensed Patent Right Fees”)Restatement Date, within [***] days after Ophthotech’s receipt of invoices from Archemix and/or Archemix’s outside patent counsel for such Licensed Patent Right Fees; provided further, that, such invoice(s) are issued within [**] days after the Restatement Date. In the event that Ophthotech determines not to file or to abandon any Anti-PDGF Aptamer-Specific Patent Right in any jurisdiction, Ophthotech shall notify Archemix sufficiently in advance so that Archemix can, without any loss of rights, file, prosecute and maintain such Anti-PDGF Aptamer-Specific Patent Right (“Abandoned Patent Right”) in Archemix’s name in such jurisdiction; provided, that, Ophthotech will reimburse Archemix for all of its Licensed Patent Right Fees on or after the date of such notice from Ophthotech incident to the preparation, filing, prosecution and maintenance of any such Abandoned Patent Right, including any interference or opposition proceedings, in any Mandatory Jurisdiction or any Optional Jurisdiction, within [**] days after Ophthotech’s receipt of invoices from Archemix and/or Archemix’s outside patent counsel for such Licensed Patent Right Fees. Ophthotech may elect not to pay such amounts with respect to (a) any particular Anti-C5 PDGF Aptamer-Specific Patent Rights Right in any Optional Jurisdiction upon [***] days prior written notice to Archemix and (b) any particular Anti-C5 PDGF Aptamer-Specific Patent Rights Right in any Mandatory Jurisdiction that are not listed on Exhibit A as of the Effective Restatement Date (subject to the next sentence of this Section 6.2) upon [***] days prior written notice to Archemix, in which event such Anti-C5 PDGF Aptamer-Specific Patent Rights Right shall thereafter be excluded from the Licensed Patent Rights. For purposes of clarity, the Anti-C5 PDGF Aptamer-Specific Patent Rights listed on Exhibit A as of the Effective Restatement Date shall be deemed to include, for purposes of the immediately preceding sentence of this Section 6.2, the Patent Rights listed on Exhibit A attached hereto and all divisionals, nationalization filings, continuations (excluding continuations-in-part) thereof, all reissues, reexaminations, renewals and extensions thereof, and supplementary protection certificates therefor, and all foreign equivalents of any of the foregoing filed with respect to such Patent Rights during at any time on or after the Original Agreement Date and prior to the end of the Term, in each case in any Mandatory Jurisdiction. In the event that Archemix determines not to file or to abandon any of the Anti-C5 Aptamer Specific Patent Rights, Archemix shall notify Ophthotech sufficiently in advance so that Ophthotech can, without any loss of rights, and Ophthotech shall have the right to file, prosecute and maintain such Patent Rights in Archemix’ name at Ophthotech’s expense. Archemix shall provide Ophthotech with a reasonable opportunity to review and comment in advance on all filings and correspondence with patent offices regarding such Anti-C5 Aptamer-Specific Patent Rights and shall consider in good faith any comments thereon that Ophthotech provides. Notwithstanding the foregoing, to the extent Anti-C5 Aptamer-Specific Patent Rights are licensed to Third Parties for use outside the Field in accordance with this Agreement and such Third Parties are obligated to reimburse Archemix for Licensed Patent Right Fees, the Parties will negotiate in good faith a proportional reduction of Ophthotech’s obligation for Licensed Patent Right Fees hereunder.