Common use of Pfizer Patent Rights Clause in Contracts

Pfizer Patent Rights. Pfizer, at its own expense, shall have the sole right, but not the obligation, to prepare, file, prosecute and maintain, throughout the world, any Patent Rights that it solely owns, including Pfizer Patent Rights and Patent Rights in the Pfizer Improvements and [***]. Pfizer shall keep CytomX informed regarding any Patent Right comprised in any such [***] and shall consider in good faith any recommendations made by CytomX in regard to the filing, prosecution or maintenance of any such Patent Right. To the extent Pfizer decides not to file, and except in a case in which the decision not to file, prosecute or maintain any such Patent Right is made by Pfizer in the ordinary course of filing continuation applications or as part of an overall strategy to optimize the scope or other aspects of the intellectual property protecting the relevant Agreement PDCs, Pfizer shall provide CytomX with [***] prior ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. written notice to such effect (i.e., at least [***] prior to the date on which any such filing or other action is due), in which event CytomX may elect to file or continue prosecution or maintenance of such Patent Right, at CytomX’s expense, and Pfizer, upon CytomX’s written request received within such thirty (30) day period, shall execute such documents and perform such acts, at CytomX’s expense, as may be reasonably necessary to permit CytomX to file, prosecute and maintain such Patent Right. Any such Patent Right that is prosecuted or maintained by CytomX pursuant to this Section 6.2.1(c)(i) will continue to be owned by Pfizer, and (ii) subject to the Parties’ other rights and obligations under this Agreement, may be licensed by Pfizer to one or more Third Parties. [***].

Pfizer Patent Rights. Pfizer, at its own expense, shall have the sole right, but not the obligation, to prepare, file, prosecute and maintain, throughout the world, any Patent Rights that it solely owns, including Pfizer Patent Rights and Patent Rights in the Pfizer Improvements and [***]PDC Developed IP (to the extent assigned to Pfizer pursuant to Section 6.1.1(d)). Pfizer shall keep CytomX informed regarding any Patent Right comprised in any such [***] PDC Developed IP and shall consider in good faith any recommendations made by CytomX in regard to the filing, prosecution or maintenance of any such Patent Right. To the extent Pfizer decides not to file, and except in a case in which the decision not to file, prosecute or maintain any such Patent Right is made by Pfizer in the ordinary course of filing continuation applications or as part of an overall strategy to optimize the scope or other aspects of the intellectual property protecting the relevant Agreement PDCs, Pfizer shall provide CytomX with [***] thirty (30) days prior ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. written notice to such effect (i.e., at least [***] thirty (30) days prior to the date on which any such filing or other action is due), in which event CytomX may elect to file or continue prosecution or maintenance of such Patent Right, at CytomX’s expense, and Pfizer, upon CytomX’s written request received within such thirty (30) day period, shall execute such documents and perform such acts, at CytomX’s expense, as may be reasonably necessary to permit CytomX to file, prosecute and maintain such Patent Right. Any such Patent Right that is prosecuted or maintained by CytomX pursuant to this Section 6.2.1(c)(i) will continue to be owned by Pfizer, and (ii) subject to the Parties’ other rights and obligations under this Agreement, may be licensed by Pfizer to one or more Third Parties. [***]If Pfizer does not file a Patent application with respect to a particular invention within the PDC Developed IP with respect to Licensed Products Targeting a Research Project Target within twelve (12) years after the Option Exercise Date for such Research Project Target and either cannot provide a reasonable explanation to CytomX for such (and any further) delay or notifies CytomX that it has made a final decision not to file such Patent application, then for purposes of the foregoing, Pfizer shall be deemed to have elected not to file such a Patent, and CytomX may do so as provided in this Section 6.2.1(c).

Pfizer Patent Rights. Pfizer, to the extent permitted under the Cellectis Agreements and at its own expense (except for those Out-of-Pocket Costs solely attributable to the Servier Territory, for which Servier shall be solely responsible at its own expense), will have the sole right in the Pfizer Territory and first right in the Servier Territory (except in the case of any Patent Rights covering other products in addition to Licensed Products, for which Pfizer shall have the sole rightright worldwide), but not the obligation, to prepare, file, prosecute and maintain, throughout the world, any Patent Rights included in Licensed Patents (other than within the UCART Technology) that it solely owns, owns or has in-licensed from Third Parties. Pfizer will not disclose any Servier Confidential Information (including any UCART Technology provided to Pfizer under the Servier / Cellectis Agreement) in any Patent Rights and that it files, or in connection with the prosecution of any such Patent Rights in the Pfizer Improvements and [***]Rights, without Servier’s prior written consent. Pfizer shall keep CytomX informed regarding will notify Servier promptly upon filing or otherwise obtaining rights in any Patent Right comprised in after the Effective Date that covers or may cover the Development, Manufacture, Commercialization or use of any Servier Licensed Product. In the absence of such prompt notification, any such [***] Patent Rights will be excluded from the Valid Claim definition. Pfizer will keep Servier reasonably informed regarding each Patent Right included in the Licensed Patents that Pfizer or any Third Party licensor is prosecuting and shall will consider in good faith any recommendations made by CytomX Servier in regard to the filing, prosecution or maintenance of any such Patent Right. To the extent that at any time after the publication of a PCT application Pfizer decides not to file, and except in a case in which the decision wishes not to file, prosecute or maintain any Pfizer Patent Right that is a Joint Patent Right or that is otherwise directed primarily to a Licensed Product (except if not permitted with respect to any such Patent Right is made owned or co-owned by Pfizer in a Third Party licensor, including with respect to Cellectis, only to the ordinary course of filing continuation applications or extent not permitted under the Servier / Cellectis Agreement as part of an overall strategy to optimize the scope or other aspects of the intellectual property protecting the relevant Agreement PDCsEffective Date) in a Servier Territory, Pfizer shall will provide CytomX Servier with [***] days prior ***Certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. written notice to such effect (i.e., at least [***] prior to the date on which any such filing or other action is due)effect, in which event CytomX Servier may elect to file or continue filing, prosecution or maintenance of such Patent Right, at CytomX’s expense, and Pfizer, upon CytomXServier’s written request received within such thirty (30) [***] day period, shall will execute such documents and perform such acts, at CytomX’s Servier’ expense, as may be reasonably necessary to assign to Servier (subject to any existing Third Party rights) Pfizer’s right, title and interest to such Patent Right and to permit CytomX Servier to file, prosecute and maintain such Patent Right. Any , provided that Servier shall and does hereby grant to Pfizer (subject to any existing Third Party rights) a non-exclusive, sublicensable, perpetual, irrevocable, royalty-free, fully paid-up worldwide license to practice and exploit such Patent Right that is prosecuted or maintained by CytomX pursuant to this Section 6.2.1(c)(ifor any and all purposes excluding (x) will continue to be owned by Pfizerduring the Term, uses for Licensed Products and (ii) subject to the Parties’ other rights and obligations Competing Products except as authorized under this Agreement, may be licensed by Pfizer to one and (y) after the Term, uses for Licensed Products. For avoidance of doubt, “prosecution” as used in this section includes oppositions, nullity or more Third Parties. [***]revocation actions, post-grant reviews and other patent office proceedings involving the referenced Patent Rights.