Common use of Initial Responsibility Clause in Contracts

Initial Responsibility. Teva shall be responsible for the preparation, filing, prosecution and maintenance of Joint Patents worldwide, including being responsible for any interferences, reexaminations, reissues, oppositions, revocation actions and the like, and gaining patent term restorations, supplemental protection certificates or their equivalents, and patent term extensions with respect thereto, unless otherwise set forth in this Agreement, and subject to the remainder of this Section 10.2(c). Teva shall be responsible for activities related to preparing, filing, prosecuting and maintaining all Joint Patents, at Teva’s cost and expense, provided that during the period when Teva is conducting such activities at its sole expense, Alexza shall not grant a license to any Third Party for any Joint Inventions, including Joint Patents, except with respect to the Product (but not [ * ]) outside of the U.S. In the event Alexza wishes to grant a license to a Third Party for any Joint Invention other than the Product, Alexza shall first negotiate an exclusive license to such rights with Teva in good faith, to the extent such rights are not already exclusively licensed hereunder. In the event the Parties cannot agree on the terms of the exclusive license for such rights, or Teva does not desire such exclusive license, Alexza shall reimburse Teva [ * ] of all future costs and expenses incurred by Teva in [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. preparing, filing, prosecuting and maintaining all Joint Patents, and Alexza shall no longer be restricted under this Section 10.2(c)(i) from granting licenses to any such Joint Inventions to a Third Party. For clarity, the Parties will from that point forward equally share all costs and expenses for the preparation, filing, prosecution and maintenance of Joint Patents not exclusively licensed by Teva from Alexza.

Initial Responsibility. Teva shall be responsible for the preparation, filing, prosecution and maintenance of Joint Patents worldwide, including being responsible for any interferences, reexaminations, reissues, oppositions, revocation actions and the like, and gaining patent term restorations, supplemental protection certificates or their equivalents, and patent term extensions with respect thereto, unless otherwise set forth in this Agreement, and subject to the remainder of this Section 10.2(c). Teva shall be responsible for activities related to preparing, filing, prosecuting and maintaining all Joint Patents, at Teva’s cost and expense, provided that during the period when Teva is conducting such activities at its sole expense, Alexza shall not grant a license to any Third Party for any Joint Inventions, including Joint Patents, except with respect to the Product (but not [ * ]) outside of the U.S. In the event Alexza wishes to grant a license to a Third Party for any Joint Invention other than the Product, Alexza shall first negotiate an exclusive license to such rights with Teva in good faith, to the extent such rights are not already exclusively licensed hereunder. In the event the Parties cannot agree on the terms of the exclusive license for such rights, or Teva does not desire such exclusive license, Alexza shall reimburse Teva [ * ] of all future costs and expenses incurred by Teva in [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. preparing, filing, prosecuting and maintaining all Joint Patents, and Alexza shall no longer be restricted under this Section 10.2(c)(i) from granting licenses to any such Joint Inventions to a Third Party. For clarity, the Parties will from that point forward equally share all costs and expenses for the preparation, filing, prosecution and maintenance of Joint Patents not exclusively licensed by Teva from Alexza. [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.