Common use of Prosecution & Maintenance Clause in Contracts

Prosecution & Maintenance. (a) Except as otherwise set forth in Section 4.2, SharkNinja shall have the sole and exclusive right and option to determine whether to file, prosecute or maintain any registrations or applications for registration of any of the Licensed SN IP (the “Registered SN IP”) in the JSG Territory, at SharkNinja’s cost and expense. (b) JSG shall have the right to request that SharkNinja file any (i) reasonable applications for registration of unregistered Licensed SN IP with the appropriate Governmental Entity in the JSG Territory, and (ii) reasonable documents to record with the relevant Governmental Entity in the JSG Territory Intellectual Property assignment agreements and other Contracts or documentation necessary for SharkNinja to be recorded as the owner of record with the relevant Governmental Entity in the JSG Territory for each item of Registered SN IP. SharkNinja shall consider such requests in good faith, and not unreasonably refuse to approve such requests. With respect to applications for registration, provided that such rights are determined to be available for registration following such clearance searches as deemed necessary in SharkNinja’s reasonable business judgment, SharkNinja shall promptly make such filings in its own name and shall own all resulting registrations and related rights. In the event that SharkNinja approves such request, SharkNinja shall use commercially reasonable efforts to accomplish such requests, at JSG’s cost and expense. (c) Each Party shall not, and shall cause its Affiliates and Sublicensees not to, file, prosecute or maintain, (i) in the case of JSG, any Registered SN IP (or any other Intellectual Property that it or they know is owned by SharkNinja or its Affiliates), and (ii), in the case of SharkNinja, any Licensed JSG IP that is the subject of registrations or applications for registration thereof (or any other Intellectual Property that it or they know is owned by JSG or its Affiliates).

Prosecution & Maintenance. The Parties shall reasonably cooperate with each other in preparing and filing all appropriate documentation in connection with any patent applications or patents under this Section 3(c). Subject to the terms and conditions of any agreement(s) with a Third Party regarding the CONEKSIS Modifications: (ai) Except as otherwise set forth in Section 4.2, SharkNinja CONKWEST shall have the sole and exclusive right and option consult with CONEKSIS to determine whether in which countries any patent applications related to fileany CONEKSIS Modifications shall be filed, prosecuted, and maintained, including corresponding PCT applications and national phase entry applications, and any and all patent applications, prosecution, issue and maintenance fees related to any divisional, substitute, reissue, continuation, or extension patents that are based thereon; (ii) Unless otherwise agreed in writing, CONKWEST shall pay for any and all fees and costs resulting from drafting, filing, prosecuting, or maintaining such patents or patent applications related to such CONEKSIS Modifications and shall keep CONEKSIS reasonably informed on the status of such patents and patent applications; and (iii) In the event that CONKWEST decides not to file a patent or patent application described under Section 3(c)(i) hereto, or decides not to prosecute or maintain any registrations such patent application or applications for registration patent under Section 3(c)(ii) hereto, then CONEKSIS shall have the right, but not the obligation, to file, prosecute, or maintain such patent application or patent, in which case CONEKSIS shall bear all costs and expenses related thereto, beginning on the date that CONEKSIS exercises such right and CONEKSIS shall keep CONKWEST reasonably informed on the status of any of the Licensed SN IP (the “Registered SN IP”) in the JSG Territory, at SharkNinja’s cost and expensesuch patents and/or patent applications. (biv) JSG Each Party shall have the right to request that SharkNinja file any (i) reasonable applications for registration of unregistered Licensed SN IP cooperate with the other Party in connection with activities relating to the preparation, filing, prosecution and maintenance of patents and patent applications relating to the CONEKSIS Modifications undertaken by the other Party pursuant to this Section 3(c), including: (A) making available to such other Party in a timely manner any documents or information reasonably necessary or appropriate Governmental Entity in the JSG Territoryto facilitate such other Party’s filing, prosecution and maintenance of any such patent or patent application; and (ii) reasonable if and as appropriate, signing (or causing to have signed) all documents relating to record with the relevant Governmental Entity in the JSG Territory Intellectual Property assignment agreements filing, prosecution and maintenance of any such patent or patent application by such other Contracts or documentation necessary for SharkNinja to be recorded as the owner of record with the relevant Governmental Entity in the JSG Territory for each item of Registered SN IPParty. SharkNinja shall consider such requests in good faith, and not unreasonably refuse to approve such requests. With respect to applications for registration, provided that such rights are determined to be available for registration following such clearance searches as deemed necessary in SharkNinja’s reasonable business judgment, SharkNinja shall promptly make such filings in its own name and shall own all resulting registrations and related rights. In the event that SharkNinja approves such request, SharkNinja shall use commercially reasonable efforts to accomplish such requests, at JSG’s cost and expense. (c) Each Party shall not, and shall cause its Affiliates and Sublicensees not to, file, prosecute or maintain, (i) in also promptly provide to the case of JSG, any Registered SN IP (or any other Intellectual Property that it or they know is owned Party all information reasonably requested by SharkNinja or its Affiliates), and (ii), in the case of SharkNinja, any Licensed JSG IP that is the subject of registrations or applications for registration thereof (or any such other Intellectual Property that it or they know is owned by JSG or its AffiliatesParty with regard to such Party’s activities pursuant to this Section 3(c).