Common use of Patent Abandonment Clause in Contracts

Patent Abandonment. In no event will either Party permit [***] to be abandoned in any country in the Territory, or elect not to file a new Patent application claiming priority to a Patent application within [***] either [***], without the other Party first being given an opportunity to assume full responsibility for the continued prosecution and maintenance of such Patents, or the filing of such new Patent application. Each Party shall provide the other Party with notice of the allowance and expected issuance date of any Patent within such Patents, and any of the aforementioned filing deadlines, and such Party shall provide such other Party with prompt notice as to whether it desires to file such new Patent application. In the event that a Party responsible for the filing, prosecution and maintenance of Patents under Section 11.2.1, 11.2.2, or 11.2.3 (the “Filing Party”) decides either (a) not to continue the prosecution or maintenance of a Patent application or Patent in any country or (b) not to file a new Patent application requested to be filed by the other Party (the “Non-Filing Party”), the Filing Party shall provide the Non-Filing Party with notice of this decision at least [***] prior to any pending lapse or abandonment thereof. In such event, the Filing Party shall provide the Non-Filing Party with an opportunity to assume responsibility, at the Non-Filing Party’s own cost and expense of the filing and/or further prosecution and maintenance of such Patents or Patent applications and any Patent issuing thereon; provided that any and all prosecution activities by the Non-Filing Party will require the Filing Party’s review and prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. In the event that the Non-Filing Party assumes such responsibility for such filing, prosecution and maintenance costs, the Non-Filing Party shall have the right to transfer the responsibility for such filing, prosecution and maintenance of such Patent applications and Patents to patent counsel selected by the Non-Filing Party and reasonably acceptable to the Filing Party. Such Patent applications and Patents shall otherwise continue to be subject to all of the terms and conditions of the Agreement in the same manner and to the same extent as the other such Patents.

Patent Abandonment. In no event will either (a) Idera, with respect to Licensed Patents subject to Section 6.3.1(b) or Joint Patent Rights for which it is the Prosecuting Party under Section 6.3.2, or (b) Vivelix, with respect to Licensed Patents subject to Section 6.3.1(a), Licensed Patents for which it is the Filing Party under Section 6.3.1(d) or Joint Patent Rights for which it is the Prosecuting Party under Section 6.3.2, permit [***] such Patent Rights to be abandoned in any country in which such Patent Rights have been filed in the Territory, or elect not to file without filing a new Patent patent application directed to the subject matter of the to-be-abandoned application and claiming priority to a Patent patent application within [***] either [***], such Patent Rights without the other Non-Prosecuting Party or Non-Filing Party, as the case may be, first being given an opportunity to assume full responsibility for the continued prosecution and maintenance of such Patents, Patent Rights. If a Prosecuting Party or the filing of such new Patent application. Each Party shall provide the other Party with notice of the allowance and expected issuance date of any Patent within such Patents, and any of the aforementioned filing deadlines, and such Party shall provide such other Party with prompt notice as to whether it desires to file such new Patent application. In the event that a Party responsible for the filing, prosecution and maintenance of Patents under Section 11.2.1, 11.2.2, or 11.2.3 (the “Filing Party”) , as the case may be, decides either (a) not to continue the prosecution or maintenance of a Patent patent application or Patent patent in any country country, the Prosecuting Party or (b) not to file a new Patent application requested to be filed by Filing Party, as the other case may be, will provide the Non-Prosecuting Party (the “or Non-Filing Party”), as the Filing Party shall provide the Non-Filing Party case may be, with written notice of this decision at least [***] thirty (30) days prior to any pending lapse or abandonment thereof. In such event, the Prosecuting Party or Filing Party shall Party, as the case may be, will provide the Non-Prosecuting Party or Non-Filing Party Party, as the case may be, with an opportunity to assume responsibility, at the Non-Prosecuting Party’s or Non-Filing Party’s ’s, as the case may be, own cost and expense of the filing and/or or further prosecution and maintenance of such Patents patents or Patent patent applications and any Patent patent issuing thereon; provided that any and all prosecution activities by the Non-Prosecuting Party or Non-Filing Party Party, as the case may be, will require the Prosecuting Party’s or Filing Party’s ’s, as the case may be, review and prior written consent, which consent shall will not be unreasonably withheld, delayed or conditioned. In the event that If the Non-Prosecuting Party or Non-Filing Party Party, as the case may be, assumes such responsibility for such filing, prosecution and maintenance costs, the Non-Prosecuting Party or Non-Filing Party shall Party, as the case may be, will have the right to transfer the responsibility for such filing, prosecution and maintenance of such Patent patent applications and Patents patents to patent counsel selected by the Non-Prosecuting Party or Non-Filing Party Party, as the case may be, and reasonably acceptable to the Prosecuting Party or Non-Filing Party. Such Patent applications and Patents shall otherwise continue to be subject to all of the terms and conditions of the Agreement in the same manner and to the same extent , as the case may be. In the case of Vivelix as the Non-Filing Party, Vivelix shall not prosecute such Patent Rights within the Licensed Patents with respect to any claims other such Patentsthan those claims specifically Covering a Product or Compound.