Common use of Program Patents Clause in Contracts

Program Patents. The Parties shall work in good faith to establish the strategy for Prosecuting Program Patents, and shall use outside counsel mutually agreeable to the Parties in connection with such Prosecution. The costs and expenses incurred as a result of Prosecuting any such Program Patents shall be borne equally by the Parties. The Parties shall (i) exchange (A) drafts of any new application with respect to any Program Patent prior to filing that application, allowing adequate time for review and comment by the other Party if possible, and each Party shall take into account any reasonable comments or consideration of the other Party and (B) copies of all correspondence from any and all patent offices concerning applications with respect any Program Patents and have an opportunity to comment on any proposed responses, voluntary amendments and submissions of any kind to be made to any and all such patent offices; and (ii) with respect to any Program Patents, use Commercially Reasonable Efforts to cooperate and work together in good faith to Prosecute such Program Patents in a manner reasonably consistent with the Development and Commercialization of Licensed Products under this Agreement. If at any time either Party decides not to file, prosecute, or maintain any Program Patent in the other Party’s Commercial Territory, such Party (the “Abandoning Party”) shall give the other Party reasonable notice of same (such notice to be provided reasonably in advance of any statutory, response, maintenance fee, or similar deadlines); and after receipt of such notice, the other Party may, upon written election to the Abandoning Party, file, prosecute, or maintain such Program Patents in its sole discretion at its own expense and shall be made the exclusive attorney of record for such Program Patents and the Abandoning Party shall promptly assign to the other Party any such Program Patents as a result of the other Party’s assumption of any such responsibility. A Party assuming control of Program Patents shall continue to keep the Abandoning Party reasonably informed with respect to the status of such Program Patents and their prosecution in the Abandoning Party’s Commercial Territory.

Program Patents. The Each Party shall have the first right, through using counsel of its own choice, and at AzurRx’s sole expense, to prepare, file, prosecute and maintain its solely-owned Program Patents in the Territory, and to be responsible for any related interference, re-issuance, re-examination and post grant review, including any inter partes review and opposition proceedings, provided that such prosecution and maintenance expenses shall be shared equally between the Parties if the given patent or patent application is relevant to both Parties’ development programs. A Party shall work in good faith keep the other Party reasonably informed of all material steps with regard to establish the strategy for Prosecuting preparation, filing, prosecution, and maintenance of such Program Patents, and shall use outside counsel mutually agreeable provide the other Party with a copy of material communications to and from the Parties in connection with such Prosecution. The costs and expenses incurred as a result of Prosecuting any patent authorities regarding such Program Patents shall be borne equally by the Parties. The Parties shall (i) exchange (A) Patents, including drafts of any new application with respect to any Program Patent prior to filing that application, allowing adequate time for review and comment by the other Party if possible, and each Party shall take into account any reasonable comments material filings or consideration of the other Party and (B) copies of all correspondence from any and all patent offices concerning applications with respect any Program Patents and have an opportunity to comment on any proposed responses, voluntary amendments and submissions of any kind responses to be made to any and all such patent offices; authorities sufficiently in advance of submitting such filings or responses so as to allow the other Party a reasonable opportunity to review and (ii) with respect comment thereon. The Party shall reasonably consider, but shall have no obligation to any Program Patentsincorporate, use Commercially Reasonable Efforts to cooperate and work together in good faith to Prosecute such Program Patents in a manner reasonably consistent with the Development and Commercialization of Licensed Products under this Agreement. If at any time either Party decides not to file, prosecute, or maintain any Program Patent in the other Party’s Commercial Territoryrequests and suggestions with respect to such drafts and with respect to strategies for filing and prosecuting such Program Patents. Except as set forth in this Section 9.2.2, if a Party, during the Term, determines in its sole discretion to abandon or not maintain a given patent or patent application within such Program Patents, then the Party (the “Abandoning Party”) shall give provide the other Party reasonable with prior written notice of same (such notice to be provided reasonably sufficiently in advance of any statutoryabandonment to enable the other Party, responseat its sole discretion, maintenance feeto maintain such Program Patents and assume the prosecution in the joint names of the Parties, or similar deadlines); at its sole cost and after expense, and on receipt of such notice, the other Party may, upon written election to the Abandoning Party, file, prosecute, or maintain such Program Patents in its sole discretion at its own expense and shall be made the exclusive attorney of record for such Program Patents and the Abandoning Party shall promptly assign transfer such prosecution to the other Party Party. The Parties shall jointly control the preparation, filing, prosecution, maintenance and defense of any such Joint Program Patents as a result of within the other Party’s assumption of any such responsibility. A Party assuming control of Program Patents shall continue to keep the Abandoning Party reasonably informed with respect to the status of such Program Patents and their prosecution IP in the Abandoning Party’s Commercial Territory, at equally shared expenses, using counsel mutually acceptable to both Parties.