Common use of Obtain and maintain the Patents Clause in Contracts

Obtain and maintain the Patents. 8.2.1 On and from the Effective Date Orchard shall be responsible for the Patent Costs incurred with respect to patent prosecution activities undertaken with effect from the Effective Date in respect of the Joint Patent or the UCLB Patents (the “Licensed Patents”). 8.2.2 Orchard shall, in UCLA’s and UCLB’s name, have exclusive control, discretion and right as to how to prosecute through to grant and how to maintain and defend each of the Licensed Patents, subject to the remaining provisions of this Clause 8. Notwithstanding the foregoing, Orchard shall, where it is commercially reasonable and valuable to do so (having regard to the monopoly and protection afforded by the applicable Patents with respect to the Gene Therapy Products to be sold or marketed in such territory) take commercially reasonable steps to pursue prosecution and grant of the Joint Patent and UCLB Patents in at least in the Minimum Territories. Orchard shall not take into account any change in the Royalty rate for any Gene Therapy Product that may result from the grant of a Patent in its assessment of whether it is commercially reasonable and valuable to pursue prosecution and grant of the Joint Patent and UCLB Patents. 8.2.3 Orchard will obtain the prior written approval of UCLB (and UCLA in the case of the Joint Patent) (such approval not to be unreasonably delayed or withheld taking into account the advice received from the patent attorneys engaged to prosecute such patents) in relation to changes to Patent claims that Orchard wishes to make that will materially narrow or limit the scope of monopoly claimed in the Licensed Patent. If UCLB and/or UCLA withhold their consent, then Orchard shall not be liable for any invalidity, refusal of grant or other adverse finding against or in respect of the Patents in issue arising from such changes not having been made. 8.2.4 Orchard will keep UCLB (and, in connection with the Joint Patents, UCLA) informed of material developments and steps taken in the prosecution and maintenance of the Licensed Patents and shall provide UCLB with copies of all correspondence to and from patent offices in relation to the Licensed Patents and, subject to preserving privilege in advice, shall provide UCLB with reasonable notice of and the opportunity to attend and participate in any conference calls or meetings with Orchard’s patent attorneys in relation to the prosecution and maintenance of the Licensed Patents. 8.2.5 Orchard will consult with UCLB (and in the case of the Joint Patents, with UCLA) in connection with Orchard’s strategy for the prosecution and maintenance of the Licensed Patents and shall take into account any reasonable comments and suggestions of UCLB or (as applicable) UCLA in relation to such prosecution and maintenance having regard to the commercial objective of seeking protection for the Gene Therapy Products versus maintaining a robust and valid Patent. 8.2.6 Orchard must provide UCLB (and in the case of the Joint Patents, UCLA) with reasonable advance notice (and in any event no less than [***] notice) of its intent not to prosecute or maintain any of the Joint Patent and/or UCLB Patents in any country in the Territory, to allow UCLB to take over the prosecution and/or maintenance of the such Licensed Patents in that country in the Territory within timeframes required by law in order to avoid Surrender of such Patent. The foregoing shall not relieve Orchard of its obligations under Clause 8.2.2 with respect to prosecuting and maintaining the Joint Patents and UCLB Patents in the Minimum Territories. Should UCLB (and/or UCLA) elect to assume responsibility for a Patent that Orchard gives notice of under this Clause 8.2.6, then provided Orchard’s decision not to prosecute or maintain the relevant Patent was (i) commercially prudent having regard to the reasonable interests of all Parties and all of the material circumstances and (ii) not driven to reduce the applicable Royalty rate, the licence to Orchard in respect of such Patent shall continue on a non-exclusive basis and for the purposes of calculating Royalties such Patent shall be deemed (under the provisions of Clause 5.4.2) to no longer have Valid Claims. 8.2.7 UCLB and UCLA shall (i) promptly and within [***] of receipt forward any and all correspondence it or they receive from whatever source in connection with or concerning the Licensed Patents; and (ii) each do all things, execute all documents and co-operate and provide all information, correspondence, data and access to personnel as may be requested or necessary in order to enable Orchard to efficiently, effectively, professionally and fairly prosecute, defend and maintain the Licensed Patents, and should either UCLB and/or UCLA fail or refuse to do so, then Orchard shall not be responsible for any loss of or reduction in protection under, or failure to prosecute or maintain, any of the Licensed Patents resulting from UCLB’s and/or UCLA’s failure or refusal. 8.2.8 Orchard shall be entitled to change and select its own patent attorneys and counsel to prosecute and maintain the Licensed Patents throughout the world. UCLA and UCLB shall each procure and authorise that their respective patent attorneys shall at Orchard’s cost (i) provide Orchard and any newly appointed patent attorney or counsel with a full copy of the files relating to the Licensed Patents; (ii) take instructions from Orchard on behalf of (as applicable) UCLA and/or UCLB with respect to the Licensed Patents.

Obtain and maintain the Patents. 8.2.1 On UCLB shall have the right to control, at Licensee’s cost and from expense, the Effective Date Orchard shall be responsible for preparation, filing, prosecution and maintenance of all patents and patent applications within the Patent Costs incurred with respect to patent prosecution activities undertaken with effect from the Effective Date in respect Patents. Within [*******] months of the Joint Patent or the Commencement Date, UCLB Patents (the “Licensed Patents”). 8.2.2 Orchard shall, in UCLA’s and UCLB’s name, have exclusive control, discretion and right as to how to prosecute through to grant and how to maintain and defend each of the Licensed Patents, subject to the remaining provisions of this Clause 8. Notwithstanding the foregoing, Orchard shall, where it is commercially reasonable and valuable to do so (having regard to the monopoly and protection afforded by the applicable Patents with respect to the Gene Therapy Products to be sold or marketed in such territory) take commercially reasonable steps to pursue prosecution and grant of the Joint Patent and UCLB Patents in at least in the Minimum Territories. Orchard Licensee shall not take into account any change in the Royalty rate reasonably agree upon a budget for any Gene Therapy Product that may result from the grant of a Patent in its assessment of whether it is commercially reasonable and valuable to pursue prosecution and grant of the Joint Patent and UCLB Patents. 8.2.3 Orchard will obtain the prior written approval of UCLB (and UCLA in the case of the Joint Patent) (such approval not to be unreasonably delayed or withheld taking into account the advice received from the patent attorneys engaged to prosecute such patents) in relation to changes to Patent claims that Orchard wishes to make that will materially narrow or limit the scope of monopoly claimed in the Licensed Patent. If UCLB and/or UCLA withhold their consent, then Orchard shall not be liable for any invalidity, refusal of grant or other adverse finding against or in respect of the Patents in issue arising from such changes not having been made. 8.2.4 Orchard will keep UCLB (and, expenses incurred in connection with the Joint Patentssuch preparation, UCLA) informed of material developments and steps taken in the filing, prosecution and maintenance of the Licensed Patents Patents. UCLB and Licensee shall update said budget every [*******] year thereafter and shall provide UCLB use reasonable efforts to ensure that the actual costs incurred in connection with copies of all correspondence to and from patent offices in relation such activities related to the Licensed Patents are within [*******] percent ([*******]%) of such budget for any given one (1) year period, unless the prior written agreement of the Licensee is obtained. UCLB shall provide Licensee with ample opportunity to review and comment on the text of each correspondence for which submission to any patent office is intended (including, without limitation, patent applications and responses to official actions) and shall supply Licensee with a copy of each such correspondence as filed and, subject to preserving privilege in advice, shall provide UCLB with reasonable notice of and the opportunity to attend and participate in any conference calls or meetings with Orchard’s patent attorneys in relation to the prosecution and maintenance of the Licensed Patents. 8.2.5 Orchard will consult with UCLB (and in the case of the Joint Patentsa patent application, with UCLA) its filing date and serial number. UCLB shall consider and incorporate in connection with Orchardgood faith all of Licensee’s strategy for the prosecution and maintenance of the Licensed Patents and shall take into account any reasonable comments and suggestions with respect to any such correspondence for which submission to any patent authority is intended. The Licensee shall, at its own cost and expense, co-operate with UCLB and its licensee(s) outside the Field and endeavour to obtain valid patents in the name of UCLB or (as applicable) UCLA in relation pursuant to such prosecution and maintenance having regard to the commercial objective of seeking protection for the Gene Therapy Products versus maintaining a robust and valid Patent. 8.2.6 Orchard must provide UCLB (and in the case each of the Joint Patents, UCLApatent applications of the Patents so as to secure the broadest monopoly reasonably available consistent with prudent patent practices. In the event that UCLB wishes to abandon any such application or not to maintain any such Patent (or to cease funding such application or Patent) with reasonable advance notice (and in any event no less than it shall give [*******] noticemonths prior written notice to Licensee so that Licensee may have the opportunity to assume control over such Patent at its own expense. In the event that either: (a) of its intent not to prosecute such Patent is ultimately abandoned by UCLB; or maintain any of (b) Licensee assumes control over such Patent before the Joint Patent and/or UCLB Patents in any country in the Territory, to allow UCLB to take over the prosecution and/or maintenance of the such Licensed Patents in that country in the Territory within timeframes required by law in order to avoid Surrender expiry of such Patent. The foregoing shall not relieve Orchard of its obligations under Clause 8.2.2 with respect to prosecuting and maintaining the Joint Patents and UCLB Patents in the Minimum Territories. Should UCLB (and/or UCLA) elect to assume responsibility for a Patent that Orchard gives notice of under this Clause 8.2.6period, then provided Orchard’s decision not to prosecute or maintain the relevant Patent was (i) commercially prudent having regard to the reasonable interests of all Parties and all of the material circumstances and (ii) not driven to reduce the applicable Royalty rate, the licence to Orchard in respect of such Patent shall continue on a non-exclusive basis and for the purposes of calculating Royalties such Patent shall be deemed (under to be removed from the provisions definition of Clause 5.4.2) Patents as provided for in this Agreement and Licensee shall have no continuing obligations to no longer have Valid Claims. 8.2.7 UCLB and UCLA shall (i) promptly and within [***] of receipt forward any and all correspondence it or they receive from whatever source in connection with or concerning the regarding Licensed Patents; and (ii) each do all things, execute all documents and co-operate and provide all information, correspondence, data and access to personnel as may be requested or necessary in order to enable Orchard to efficiently, effectively, professionally and fairly prosecute, defend and maintain the Licensed Patents, and should either UCLB and/or UCLA fail or refuse to do so, then Orchard shall not be responsible for any loss of or reduction in protection under, or failure to prosecute or maintain, any of the Licensed Patents resulting from UCLB’s and/or UCLA’s failure or refusal. 8.2.8 Orchard shall be entitled to change and select its own patent attorneys and counsel to prosecute and maintain the Licensed Patents throughout the world. UCLA and UCLB shall each procure and authorise that their respective patent attorneys shall at Orchard’s cost (i) provide Orchard and any newly appointed patent attorney or counsel with a full copy of the files relating to the Licensed Patents; (ii) take instructions from Orchard Products based solely on behalf of (as applicable) UCLA and/or UCLB with respect to the Licensed Patents.such Patent

Obtain and maintain the Patents. 8.2.1 On UCLB shall have the right to control, at Licensee’s cost and from expense, the Effective Date Orchard shall be responsible for preparation, filing, prosecution and maintenance of all patents and patent applications within the Patent Costs incurred with respect to patent prosecution activities undertaken with effect from the Effective Date in respect Patents. Within [*******] of the Joint Patent or the Commencement Date, UCLB Patents (the “Licensed Patents”). 8.2.2 Orchard shall, in UCLA’s and UCLB’s name, have exclusive control, discretion and right as to how to prosecute through to grant and how to maintain and defend each of the Licensed Patents, subject to the remaining provisions of this Clause 8. Notwithstanding the foregoing, Orchard shall, where it is commercially reasonable and valuable to do so (having regard to the monopoly and protection afforded by the applicable Patents with respect to the Gene Therapy Products to be sold or marketed in such territory) take commercially reasonable steps to pursue prosecution and grant of the Joint Patent and UCLB Patents in at least in the Minimum Territories. Orchard Licensee shall not take into account any change in the Royalty rate reasonably agree upon a budget for any Gene Therapy Product that may result from the grant of a Patent in its assessment of whether it is commercially reasonable and valuable to pursue prosecution and grant of the Joint Patent and UCLB Patents. 8.2.3 Orchard will obtain the prior written approval of UCLB (and UCLA in the case of the Joint Patent) (such approval not to be unreasonably delayed or withheld taking into account the advice received from the patent attorneys engaged to prosecute such patents) in relation to changes to Patent claims that Orchard wishes to make that will materially narrow or limit the scope of monopoly claimed in the Licensed Patent. If UCLB and/or UCLA withhold their consent, then Orchard shall not be liable for any invalidity, refusal of grant or other adverse finding against or in respect of the Patents in issue arising from such changes not having been made. 8.2.4 Orchard will keep UCLB (and, expenses incurred in connection with the Joint Patentssuch preparation, UCLA) informed of material developments and steps taken in the filing, prosecution and maintenance of the Licensed Patents Patents. UCLB and Licensee shall update said budget every [*******] thereafter and shall provide UCLB use reasonable efforts to ensure that the actual costs incurred in connection with copies of all correspondence to and from patent offices in relation such activities related to the Licensed Patents are within [*******] percent ([*******]%) of such budget for any given one (1) year period, unless the prior written agreement of the Licensee is obtained. UCLB shall provide Licensee with ample opportunity to review and comment on the text of each correspondence for which submission to any patent office is intended (including, without limitation, patent applications and responses to official actions) and shall supply Licensee with a copy of each such correspondence as filed and, subject to preserving privilege in advice, shall provide UCLB with reasonable notice of and the opportunity to attend and participate in any conference calls or meetings with Orchard’s patent attorneys in relation to the prosecution and maintenance of the Licensed Patents. 8.2.5 Orchard will consult with UCLB (and in the case of the Joint Patentsa patent application, with UCLA) its filing date and serial number. UCLB shall consider and incorporate in connection with Orchardgood faith all of Licensee’s strategy for the prosecution and maintenance of the Licensed Patents and shall take into account any reasonable comments and suggestions with respect to any such correspondence for which submission to any patent authority is intended. The Licensee shall, at its own cost and expense, co-operate with UCLB and its licensee(s) outside the Field and endeavour to obtain valid patents in the name of UCLB or (as applicable) UCLA in relation pursuant to such prosecution and maintenance having regard to the commercial objective of seeking protection for the Gene Therapy Products versus maintaining a robust and valid Patent. 8.2.6 Orchard must provide UCLB (and in the case each of the Joint Patents, UCLApatent applications of the Patents so as to secure the broadest monopoly reasonably available consistent with prudent patent practices. In the event that UCLB wishes to abandon any such application or not to maintain any such Patent (or to cease funding such application or Patent) with reasonable advance notice (and in any event no less than it shall give [*******] noticeprior written notice to Licensee so that Licensee may have the opportunity to assume control over such Patent at its own expense. In the event that either: (a) of its intent not to prosecute such Patent is ultimately abandoned by UCLB; or maintain any of (b) Licensee assumes control over such Patent before the Joint Patent and/or UCLB Patents in any country in the Territory, to allow UCLB to take over the prosecution and/or maintenance of the such Licensed Patents in that country in the Territory within timeframes required by law in order to avoid Surrender expiry of such Patent. The foregoing shall not relieve Orchard of its obligations under Clause 8.2.2 with respect to prosecuting and maintaining the Joint Patents and UCLB Patents in the Minimum Territories. Should UCLB (and/or UCLA) elect to assume responsibility for a Patent that Orchard gives notice of under this Clause 8.2.6period, then provided Orchard’s decision not to prosecute or maintain the relevant Patent was (i) commercially prudent having regard to the reasonable interests of all Parties and all of the material circumstances and (ii) not driven to reduce the applicable Royalty rate, the licence to Orchard in respect of such Patent shall continue on a non-exclusive basis and for the purposes of calculating Royalties such Patent shall be deemed (under to be removed from the provisions definition of Clause 5.4.2) Patents as provided for in this Agreement and Licensee shall have no continuing obligations to no longer have Valid Claims. 8.2.7 UCLB and UCLA shall (i) promptly and within [***] of receipt forward any and all correspondence it or they receive from whatever source in connection with or concerning the regarding Licensed Patents; and (ii) each do all things, execute all documents and co-operate and provide all information, correspondence, data and access to personnel as may be requested or necessary in order to enable Orchard to efficiently, effectively, professionally and fairly prosecute, defend and maintain the Licensed Patents, and should either UCLB and/or UCLA fail or refuse to do so, then Orchard shall not be responsible for any loss of or reduction in protection under, or failure to prosecute or maintain, any of the Licensed Patents resulting from UCLB’s and/or UCLA’s failure or refusal. 8.2.8 Orchard shall be entitled to change and select its own patent attorneys and counsel to prosecute and maintain the Licensed Patents throughout the world. UCLA and UCLB shall each procure and authorise that their respective patent attorneys shall at Orchard’s cost (i) provide Orchard and any newly appointed patent attorney or counsel with a full copy of the files relating to the Licensed Patents; (ii) take instructions from Orchard Products based solely on behalf of (as applicable) UCLA and/or UCLB with respect to the Licensed Patents.such Patent