Common use of Licensed Territory Clause in Contracts

Licensed Territory. Except as otherwise provided in this Section 9.3(b)(i), XOMA shall be solely responsible for the preparation, filing, prosecution and maintenance of the XOMA Patents in its own name, and Joint Invention Patents in the name of Servier and XOMA, in the Licensed Territory, using patent counsel reasonably acceptable to Servier. The Parties shall discuss and confer with respect to the overall patent strategy with respect to the XOMA Patents and any Joint Invention Patents in the Licensed Territory. XOMA shall keep Servier advised of the status of all communications and actual and prospective filings and submissions regarding the XOMA Patents and Joint Invention Patents in the Licensed Territory, and shall give Servier a reasonable opportunity (but in no event less than ten (10) business days) to review and comment on any such communications, filings, filing date and submissions proposed to be sent to any patent office. XOMA shall incorporate all reasonable comments of Servier before making any substantive filing or submission related to the XOMA Patents or Joint Invention Patents in the Licensed Territory, provided that such comments are obtained at least [*] business days prior to the deadline for filing. If XOMA no longer wishes to maintain or prosecute any XOMA Patent or Joint Invention Patent in the Licensed Territory, then XOMA shall give reasonable notice to Servier, and thereafter, Servier may, upon written notice to XOMA, prosecute and maintain such XOMA Patent or Joint Invention Patent in its own name, and XOMA shall execute all required documents in order to assign to Servier such XOMA Patent or XOMA’s interest in such Joint Invention Patent, at XOMA’s expense. Servier shall be solely responsible for all costs and expenses incurred by XOMA or its Affiliates after the Effective Date and associated with the filing, prosecution (including any interferences, reissue proceedings and reexaminations) and maintenance of the XOMA Patents and Joint Invention Patents in the Licensed Territory. Notwithstanding the foregoing, if Servier no longer desires to retain its license under any XOMA Patent or Joint Invention Patent in the Licensed Territory, and desires to cease payment of the costs of prosecution and maintenance thereof, it shall have the right to terminate such license to such Patent, and terminate reimbursement to XOMA of such costs, upon [*] days written notice; provided that with respect to any such Joint Invention Patent, Servier shall execute all required documents in order to assign to XOMA Servier’s interest in such Joint Invention Patent, at Servier’s expense.

Licensed Territory. Except as otherwise provided in this Section 9.3(b)(i), XOMA (i) CTI shall Take the Lead and be solely the responsible for the preparation, filing, prosecution and maintenance of the XOMA Patents in its own name, and Joint Invention Patents in the name of Servier and XOMAparty, in consultation with Chroma, for preparing, filing and holding any and all Regulatory Materials in ** Indicates that certain information contained herein has been omitted and filed separately with the Licensed Territory, using patent counsel reasonably acceptable to ServierSecurities and Exchange Commission. The Parties shall discuss and confer Confidential treatment has been requested with respect to the overall patent strategy omitted portions. **** Indicates that the amount of information omitted was a page or more in length, and such information has been filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the XOMA Patents and any Joint Invention Patents in omitted portions. the Licensed TerritoryTerritory associated with any IND, NDA or MAA submissions for the Product or amendments or supplements thereto. XOMA Such Regulatory Materials and related Regulatory Approvals shall keep Servier advised be owned solely by CTI and held in its name, subject to Chroma’s rights of reference under this Agreement. Except as required by applicable Law or Regulatory Authority, CTI shall not withdraw any such Regulatory Materials or Regulatory Approvals without prior consultation with and approval of Chroma, which shall not be unreasonably withheld, delayed or conditioned. CTI shall be primarily responsible, in consultation with Chroma, for performing all activities required by such Regulatory Authority with respect to (1) maintaining the status of IND, NDA and MAA submissions, maintaining the Regulatory Approval following its receipt, safety monitoring as further described in Section 5.5 below, promotional activities, compliance, and annual reporting to such Regulatory Authorities, as well as associated document retention, and (2) filing any and all communications and actual and prospective filings and submissions regarding the XOMA Patents and Joint Invention Patents Regulatory Materials for subsequent indications in the Licensed Territory, and shall give Servier a reasonable opportunity (but in no event less than ten (10) business days) to review and comment on holding any such communicationsRegulatory Materials, filings, filing date and submissions proposed to amendments or supplements thereto. CTI shall be sent to responsible for any patent office. XOMA shall incorporate all reasonable comments of Servier before making any substantive filing or submission related to the XOMA Patents or Joint Invention Patents field alert reporting in the Licensed TerritoryTerritory and Chroma shall reasonably assist CTI with its annual reporting obligations. (ii) Upon the request of Chroma, provided that such comments are obtained at least [*] business days prior to the deadline for filing. If XOMA no longer wishes to maintain or prosecute any XOMA Patent or Joint Invention Patent CTI shall inform each applicable Regulatory Authority in the Licensed TerritoryTerritory that one (1) or more representatives of Chroma will attend and, then XOMA to the extent permitted by applicable Law, participate in all major meetings between CTI and such Regulatory Authority, subject to the confidentiality provisions set forth under Article 12. CTI shall give reasonable notice to Serviertimely inform Chroma of any such scheduled meetings, as soon as practicably possible. (iii) CTI and thereafter, Servier may, upon written notice to XOMA, prosecute and maintain such XOMA Patent or Joint Invention Patent in its own name, and XOMA Chroma shall execute all required documents in order to assign to Servier such XOMA Patent or XOMA’s interest in such Joint Invention Patent, at XOMA’s expense. Servier shall be solely responsible for all costs and expenses incurred by XOMA or its Affiliates after as soon as reasonably possible following the Effective Date Date, through the JDC establish a plan and associated schedule of regulatory activities to be performed by the Parties in connection with obtaining approval for the filing, prosecution (including any interferences, reissue proceedings and reexaminations) and maintenance of first NDA or MAA for the XOMA Patents and Joint Invention Patents Product in the Licensed Territory. Notwithstanding the foregoing, if Servier no longer desires to retain its license under any XOMA Patent Territory and for amendments or Joint Invention Patent in the Licensed Territory, and desires to cease payment of the costs of prosecution and maintenance thereof, it shall have the right to terminate such license to such Patent, and terminate reimbursement to XOMA of such costs, upon [*] days written notice; provided that with respect to any such Joint Invention Patent, Servier shall execute all required documents in order to assign to XOMA Servier’s interest in such Joint Invention Patent, at Servier’s expensesupplements thereto.

Licensed Territory. Except as otherwise provided in this Section 9.3(b)(i9.3(a)(i), XOMA Servier shall be solely responsible for have the preparationfirst right, filingbut not the obligation, prosecution to prepare, file, prosecute and maintenance of maintain, at Servier’s sole cost and expenses, the XOMA EOS Patents in its own name, and Joint Invention Patents in the name of Servier and XOMA, in the Licensed Territory, using patent counsel reasonably acceptable to ServierEOS. To that effect, EOS shall (i) obtain and provide to Servier all necessary powers of attorney to file, prosecute and maintain the EOS Patents (including the Patents owned by Advenchen listed in Exhibit 1.33) and Joint Invention Patents in the Licensed Territory and (ii) provide to Servier promptly following their receipt, all material communications regarding such EOS Patents (including the Patents owned by Advenchen listed in Exhibit 1.33) and Joint Invention Patents in the Licensed Territory. The Parties shall discuss and confer with respect to the overall patent strategy with respect to the XOMA EOS Patents and any Joint Invention Patents in the Licensed Territory and Retained Territory. XOMA Servier shall keep Servier advised of the status of provide EOS reasonable opportunity to review and comment on all material communications and actual and prospective filings and submissions regarding the XOMA such EOS Patents and Joint Invention Patents in the Licensed Territory, and shall give Servier including by providing EOS with a reasonable opportunity (but in no event less than ten (10) business days) to review and comment on any such communications, filings, filing date and submissions proposed to be sent to copy of material communications from any patent office. XOMA shall incorporate all reasonable comments of Servier before making any substantive filing or submission related to the XOMA Patents or Joint Invention Patents authority in the Licensed TerritoryTerritory regarding such EOS Patents and Joint Invention Patents, and by providing drafts of any material filings or responses to be made to such patent authorities in advance of submitting such filings or responses, provided that such comments are obtained at least [*] business days prior Servier shall have final decision making authority with respect to the deadline for filing. If XOMA no longer wishes to maintain or prosecute any XOMA Patent or Joint Invention Patent in the Licensed Territorypreparation, then XOMA shall give reasonable notice to Servier, and thereafter, Servier may, upon written notice to XOMA, prosecute and maintain such XOMA Patent or Joint Invention Patent in its own name, and XOMA shall execute all required documents in order to assign to Servier such XOMA Patent or XOMA’s interest in such Joint Invention Patent, at XOMA’s expense. Servier shall be solely responsible for all costs and expenses incurred by XOMA or its Affiliates after the Effective Date and associated with the filing, prosecution (including any interferences, reissue proceedings and reexaminations) and maintenance of the XOMA EOS Patents and Joint Invention Patents in the Licensed Territory. Notwithstanding the foregoing, if Servier no longer desires determines in its sole discretion to retain its license under abandon or not maintain any XOMA EOS Patent or any Joint Invention Patent in the Licensed TerritoryTerritory or in any particular country, and desires or to cease payment of the costs of prosecution and maintenance thereof, it shall have the right to terminate such license to such Patent, and terminate reimbursement to XOMA of such costs, upon [*] days written notice; provided that not file for rights in any particular country with respect to any EOS Patent or Joint Invention Patent, then Servier shall notify EOS not less than two (2) months before any relevant deadline , and thereafter EOS shall have the right, but not the obligation, to pursue, at EOS’s expense and in EOS’s sole discretion, prosecution of such EOS Patent. If Servier no longer wishes to maintain or prosecute any Joint Invention Patents in the Licensed Territory, then Servier shall give reasonable notice to EOS, and thereafter, EOS may, upon written notice to Servier, prosecute and maintain such Joint Invention Patent, in which case, Servier shall execute all required documents in order assign at no cost to assign to XOMA Servier’s EOS its interest in such Joint Invention Patent, at Servier’s expensePatent so that it shall become solely owned by EOS and no longer be considered as a Joint Invention Patent but as an EOS Patent for purposes of this Agreement.