Common use of Joint Collaboration Patents Clause in Contracts

Joint Collaboration Patents. (i) The responsibility and strategy for filing prosecution and maintenance, and for enforcement, of any Joint Collaboration Patents shall rest, at GSK’s option, (1) exclusively with GSK, at its cost, or (2) if desired by GSK and upon agreement by ARIDIS, jointly with GSK and ARIDIS, at joint cost and expense shared equally between the Parties (unless otherwise agreed by the Parties). GSK shall keep ARIDIS reasonably informed as to material developments with respect to the prosecution and maintenance, and enforcement, of such Joint Collaboration Patents. GSK shall give ARIDIS a reasonable opportunity to review the application or submission before filing, shall provide a copy thereof to ARIDIS and shall consult ARIDIS with respect thereto and in particular, if at joint cost, with respect to all costs arising (whether to patent attorneys or otherwise) in relation to the prosecution and maintenance, and enforcement, of such Joint Collaboration Patents. ARIDIS agrees to give GSK its consent to allow GSK to enforce Joint Collaboration Patents vis-à-vis Third Parties in jurisdictions where such consent is required, (except if such Third Parties have been properly licensed by ARIDIS or GSK). (ii) If, during the Term, GSK intends to allow any Joint Collaboration Patent to lapse or become abandoned without having first filed a substitute, GSK shall notify ARIDIS of such intention at least sixty (60) calendar days prior to the date upon which such Patent shall lapse or become abandoned, and ARIDIS shall thereupon have the right, but not the obligation, to assume responsibility for the prosecution and maintenance, and enforcement, thereof at its sole cost and expense, with counsel of its own choice. Such prosecution and maintenance by ARIDIS shall be made in the name of ARIDIS (or an Affiliate of ARIDIS) as assignee of GSK, including the conduct of defense of any claims or proceeding related to such claim, patent or patent application and GSK shall assign to ARIDIS its entire right in such claim, patent or patent application.

Joint Collaboration Patents. (i) The responsibility and strategy for filing prosecution and maintenance, and for enforcement, of any Joint Collaboration Patents shall rest, at GSK’s option, (1) exclusively with GSK, at its cost, or (2) if desired by GSK and upon agreement by ARIDIS, jointly with GSK and ARIDIS, at joint cost and expense shared equally between the Parties (unless otherwise agreed by the Parties). GSK shall keep ARIDIS reasonably informed as to material developments with respect to the prosecution and maintenance, and enforcement, of such Joint Collaboration Patents. GSK shall give ARIDIS a reasonable opportunity to review the application or submission before filing, shall provide a copy thereof to ARIDIS and shall consult ARIDIS with respect thereto and in particular, if at joint cost, with respect to all costs arising (whether to patent attorneys or otherwise) in relation to the prosecution and maintenance, and enforcement, of such Joint Collaboration Patents. ARIDIS agrees to give GSK its consent to allow GSK to enforce Joint Collaboration Patents vis-à-vis Third Parties in jurisdictions where such consent is required, (except if such Third Parties have been properly licensed by ARIDIS or GSK). (ii) If, during the Term, GSK intends to allow any Joint Collaboration Patent to lapse or become abandoned without having first filed a substitute, GSK shall notify ARIDIS of such intention at least sixty (60) calendar Portions of this Exhibit, indicated by the ▇▇▇▇ “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended days prior to the date upon which such Patent shall lapse or become abandoned, and ARIDIS shall thereupon have the right, but not the obligation, to assume responsibility for the prosecution and maintenance, and enforcement, thereof at its sole cost and expense, with counsel of its own choice. Such prosecution and maintenance by ARIDIS shall be made in the name of ARIDIS (or an Affiliate of ARIDIS) as assignee of GSK, including the conduct of defense of any claims or proceeding related to such claim, patent or patent application and GSK shall assign to ARIDIS its entire right in such claim, patent or patent application.

Joint Collaboration Patents. Pharming shall have the first right, but not the obligation, to prepare, file, prosecute, and maintain the Joint Collaboration Patents and the Joint Conditioning Patents worldwide, the cost and expense of such activities shall be borne as follows: (i) The responsibility to the extent relating to any and strategy for filing prosecution and maintenance, and for enforcement, of any all Joint Collaboration Patents shall restand the Joint Conditioning Patents filed on or before the first IND Clearance in respect of the Licensed Product, at GSK’s optionby Pharming, and (1ii) exclusively with GSKto the extent relating to any and all Joint Collaboration 65 Patents and the Joint Conditioning Patents filed after the first IND Clearance in respect of the Licensed Product, at its cost, or (2) if desired by GSK and upon agreement by ARIDIS, jointly with GSK and ARIDIS, at joint cost and expense shared equally between the Parties (unless otherwise agreed by the Parties). GSK Pharming shall keep ARIDIS Orchard reasonably informed as to material developments of all steps with respect regard to the prosecution and maintenancepreparation, filing, prosecution, and enforcement, maintenance of such Joint Collaboration Patents and Joint Conditioning Patents. GSK , and shall give ARIDIS provide Orchard with a copy of all communications to and from the patent authorities regarding such Joint Collaboration Patents and Joint Conditioning Patents, including drafts of any filings or responses to be made to such patent authorities sufficiently in advance of submitting such filings or responses so as to allow Orchard a reasonable opportunity to review the application or submission before filing, and comment thereon. Pharming shall provide a copy thereof to ARIDIS reasonably consider and shall consult ARIDIS with respect thereto incorporate ▇▇▇▇▇▇▇’s requests and in particular, if at joint cost, suggestions with respect to all costs arising (whether such drafts and with respect to patent attorneys or otherwise) in relation to the prosecution strategies for filing and maintenance, and enforcement, of prosecuting such Joint Collaboration Patents and Joint Conditioning Patents. ARIDIS agrees to give GSK its consent to allow GSK to enforce Joint Collaboration Patents vis-à-vis Third Parties in jurisdictions where such consent is required, (except if such Third Parties have been properly licensed by ARIDIS or GSK). (ii) IfIf Pharming, during the Term, GSK intends determines in its sole discretion to allow abandon or not maintain any of such Joint Collaboration Patent to lapse or become abandoned without having first filed a substitutePatents and Joint Conditioning Patents in the Territory, GSK then ▇▇▇▇▇▇▇ shall notify ARIDIS of such intention at least sixty (60) calendar days prior to the date upon which such Patent shall lapse or become abandoned, and ARIDIS shall thereupon have the right, but not the obligation, to maintain and assume responsibility for the prosecution and maintenanceof such Patent. Pharming shall provide Orchard with prior written notice sufficiently in advance of any abandonment to enable ▇▇▇▇▇▇▇, and enforcement, thereof at its sole cost discretion, to maintain such Joint Collaboration Patent or Joint Conditioning Patent and expenseassume the prosecution, with counsel of at its own choicesole cost. Such prosecution and maintenance by ARIDIS shall be made in the name of ARIDIS (or an Affiliate of ARIDIS) as assignee of GSK, including the conduct of defense Promptly upon receipt of any claims or proceeding related notice from ▇▇▇▇▇▇▇ that it wishes to maintain and assume the prosecution of such claimPatent in accordance with the foregoing, patent or patent application and GSK Pharming shall assign transfer such prosecution to ARIDIS its entire right in such claim, patent or patent application▇▇▇▇▇▇▇.