Common use of Collaboration Technology Clause in Contracts

Collaboration Technology. InterMune shall have the right, [ * ], to (i) prepare, file, prosecute and maintain Collaboration Patents directed to Hit Compounds, Lead Compounds and/or Products; pharmaceutical compositions containing a Hit Compound, Lead Compound, and/or a Product; and methods of making or using any of the foregoing; and (ii) conduct any interferences, re-examinations, reissues and oppositions relating thereto. InterMune shall keep Array fully informed as to the status of such patent matters, including without limitation, by providing Array the opportunity, as far in advance of filing dates as possible, to fully review and comment on any documents which will be filed in any patent office; reasonably considering Array’s comments thereon; and providing Array copies of any substantive documents relating to the Collaboration Patents that InterMune receives from patent offices promptly after receipt, including notice of all interferences, reissues, re-examinations, oppositions or requests for patent term extensions. InterMune may elect, upon thirty (30) days prior notice, to discontinue prosecution of any such patent applications and/or not to file or conduct any further activities with respect to such patent applications or patents. In the event InterMune declines to file or, having filed, fails to further prosecute or maintain any such patent applications or patents, or conduct any proceedings including, but not limited to, interferences, re-examinations, reissues, oppositions relating thereto, then Array shall have the right to prepare, file, prosecute and maintain such patent applications and patents in such countries as it deems appropriate, and conduct such proceedings, at its sole expense. In such case, InterMune shall promptly execute all necessary documents that may be required in order to enable Array to file, prosecute and maintain such patent applications and to conduct any such proceedings.

Collaboration Technology. InterMune IIII shall have the right, [ * ], to (i) prepare, file, prosecute and maintain Collaboration Patents directed to Hit Compounds, Lead Compounds and/or Products; pharmaceutical compositions containing a Hit Compound, Lead Compound, and/or a Product; and methods of making or using any of the foregoing; and (ii) conduct any interferences, re-examinations, reissues and oppositions relating thereto. InterMune IIII shall keep Array AAAA fully informed as to the status of such patent matters, including without limitation, by providing Array AAAA the opportunity, as far in advance of filing dates as possible, to fully review and comment on any documents which will be filed in any patent office; reasonably considering ArrayAAAA’s comments thereon; and providing Array AAAA copies of any substantive documents relating to the Collaboration Patents that InterMune IIII receives from patent offices promptly after receipt, including notice of all interferences, reissues, re-examinations, oppositions or requests for patent term extensions. InterMune IIII may elect, upon thirty (30) days prior notice, to discontinue prosecution of any such patent applications and/or not to file or conduct any further activities with respect to such patent applications or patents. In the event InterMune IIII declines to file or, having filed, fails to further prosecute or maintain any such patent applications or patents, or conduct any proceedings including, but not limited to, interferences, re-examinations, reissues, oppositions relating thereto, then Array AAAA shall have the right to prepare, file, prosecute and maintain such patent applications and patents in such countries as it deems appropriate, and conduct such proceedings, at its sole expense. In such case, InterMune IIII shall promptly execute all necessary documents that may be required in order to enable Array AAAA to file, prosecute and maintain such patent applications and to conduct any such proceedings.

Collaboration Technology. InterMune MedImmune shall have the first right, [ * ]but not the obligation, to prepare, file, prosecute and maintain, throughout the world, all patents directed to (i) Avalon Target Know-How, (ii) Avalon Compound Know-How, (iii) Avalon Compound Patent Rights, and (iv) Patent Rights in all Joint Inventions, in each case excluding all patents directed to Avalon Core Technology (collectively, "COLLABORATION PATENT RIGHTS"). MedImmune shall give Avalon an opportunity to review and comment upon the text of these applications before filing, shall consult with Avalon with respect to such applications, and shall supply Avalon with a copy of the applications as filed, together with notice of its filing date and serial number. MedImmune shall keep Avalon advised of the status of the actual and prospective patent filings (including, without limitation, the grant of any Collaboration Patent Rights), and shall provide advance copies of any official correspondence related to the filing, prosecution and maintenance of such patent filings. MedImmune shall use commercially reasonable efforts to prepare, file, prosecute and maintain Collaboration Patents directed Patent Rights in a diligent manner. If MedImmune elects not to Hit Compoundsfile a patent application or to cease the prosecution and/or maintenance of any Collaboration Patent Right (excluding Avalon Target Know-How), Lead Compounds and/or Products; pharmaceutical compositions containing a Hit Compound, Lead Compound, and/or a Product; and methods of making MedImmune shall provide Avalon with written notice immediately upon the decision to not file or using any of continue the foregoing; and (ii) conduct any interferences, re-examinations, reissues and oppositions relating thereto. InterMune shall keep Array fully informed as to the status prosecution of such patent matters, including without limitation, by providing Array the opportunity, as far in advance application or maintenance of filing dates as possible, to fully review and comment on any documents which will be filed in any patent office; reasonably considering Array’s comments thereon; and providing Array copies of any substantive documents relating to the Collaboration Patents that InterMune receives from patent offices promptly after receipt, including notice of all interferences, reissues, re-examinations, oppositions or requests for patent term extensions. InterMune may elect, upon thirty (30) days prior notice, to discontinue prosecution of any such patent applications and at least * before ceasing prosecution and/or not to file or conduct any further activities with respect to such patent applications or patents. In the event InterMune declines to file ormaintenance of a particular Collaboration Patent Right and, having filed, fails to further prosecute or maintain any such patent applications or patents, or conduct any proceedings including, but not limited to, interferences, re-examinations, reissues, oppositions relating thereto, then Array shall have the right to prepare, file, prosecute and maintain such patent applications and patents in such countries as it deems appropriate, and conduct such proceedings, at its sole expense. In such case, InterMune shall promptly permit Avalon, at Avalon's sole discretion, to file and/or continue prosecution and/or maintenance of such Collaboration Patent Right at Avalon's own expense. If Avalon so elects to file and/or continue prosecution or maintenance, MedImmune shall execute all necessary such documents that and perform such acts, at Avalon's expense, as may be required in order reasonably necessary to enable Array permit Avalon to file, prosecute and and/or maintain such Collaboration Patent Rights. Notwithstanding the forgoing, Avalon shall not file or prosecute any patent applications and to conduct any such proceedingsthat disclose Avalon Target Know-How without the prior express written permission of MedImmune, in MedImmune's sole discretion.

Collaboration Technology. InterMune MedImmune shall have the first right, [ * ]but not the obligation, to prepare, file, prosecute and maintain, throughout the world, all patents directed to (i) Avalon Target Know-How, (ii) Avalon Compound Know-How, (iii) Avalon Compound Patent Rights, and (iv) Patent Rights in all Joint Inventions, in each case excluding all patents directed to Avalon Core Technology (collectively, “Collaboration Patent Rights”). MedImmune shall give Avalon an opportunity to review and comment upon the text of these applications before filing, shall consult with Avalon with respect to such applications, and shall supply Avalon with a copy of the applications as filed, together with notice of its filing date and serial number. MedImmune shall keep Avalon advised of the status of the actual and prospective patent * The asterisk denotes the confidential portions of this document that have been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. filings (including, without limitation, the grant of any Collaboration Patent Rights), and shall provide advance copies of any official correspondence related to the filing, prosecution and maintenance of such patent filings. MedImmune shall use commercially reasonable efforts to prepare, file, prosecute and maintain Collaboration Patents directed Patent Rights in a diligent manner. If MedImmune elects not to Hit Compoundsfile a patent application or to cease the prosecution and/or maintenance of any Collaboration Patent Right (excluding Avalon Target Know-How), Lead Compounds and/or Products; pharmaceutical compositions containing a Hit Compound, Lead Compound, and/or a Product; and methods of making MedImmune shall provide Avalon with written notice immediately upon the decision to not file or using any of continue the foregoing; and (ii) conduct any interferences, re-examinations, reissues and oppositions relating thereto. InterMune shall keep Array fully informed as to the status prosecution of such patent matters, including without limitation, by providing Array the opportunity, as far in advance application or maintenance of filing dates as possible, to fully review and comment on any documents which will be filed in any patent office; reasonably considering Array’s comments thereon; and providing Array copies of any substantive documents relating to the Collaboration Patents that InterMune receives from patent offices promptly after receipt, including notice of all interferences, reissues, re-examinations, oppositions or requests for patent term extensions. InterMune may elect, upon thirty (30) days prior notice, to discontinue prosecution of any such patent applications and at least * before ceasing prosecution and/or not to file or conduct any further activities with respect to such patent applications or patents. In the event InterMune declines to file ormaintenance of a particular Collaboration Patent Right and, having filed, fails to further prosecute or maintain any such patent applications or patents, or conduct any proceedings including, but not limited to, interferences, re-examinations, reissues, oppositions relating thereto, then Array shall have the right to prepare, file, prosecute and maintain such patent applications and patents in such countries as it deems appropriate, and conduct such proceedings, at its sole expense. In such case, InterMune shall promptly permit Avalon, at Avalon’s sole discretion, to file and/or continue prosecution and/or maintenance of such Collaboration Patent Right at Avalon’s own expense. If Avalon so elects to file and/or continue prosecution or maintenance, MedImmune shall execute all necessary such documents that and perform such acts, at Avalon’s expense, as may be required in order reasonably necessary to enable Array permit Avalon to file, prosecute and and/or maintain such Collaboration Patent Rights. Notwithstanding the forgoing, Avalon shall not file or prosecute any patent applications and to conduct any such proceedingsthat disclose Avalon Target Know-How without the prior express written permission of MedImmune, in MedImmune’s sole discretion.