Joint Patent Rights. Each Party shall notify the other promptly after becoming aware of any alleged or threatened infringement by a Third Party of any Joint Patent Right that is not a Product Infringement. The Parties will confer promptly thereafter to determine a course of action, and if the Parties fail to agree, each Party shall have the right to enforce such Joint Patent against such infringement.

Joint Patent Rights. For any Joint Patent Rights, both Parties shall share primary responsibility, through outside patent counsel mutually selected and engaged by the Parties for Prosecuting such Joint Patent Rights.

Joint Patent Rights. The JSC shall determine the jurisdictions within the Territory in which patent applications will be filed with respect to Joint Patent Rights as well as the patent counsel that shall represent both Enanta and Abbott for the preparation, filing, prosecution and maintenance of Joint Patent Rights. Each Party will independently select which countries it will financially support with respect to the preparation, filing, prosecution and maintenance of Joint Patent Rights. The Parties shall share (at a rate of ​ of the total costs with respect to each country) in the expenses incurred for the preparation, filing prosecution and maintenance of Joint Patent Rights in each country independently selected by both Parties. The expenses incurred for the preparation, filing, prosecution and maintenance of Joint Patent Rights in any country that is selected by one Party but not by the other Party shall be borne solely by the Party selecting that country. For purposes of clarity, # neither Party shall be obligated to share in the expenses incurred in the preparation, filing, prosecution and maintenance of any Patent Rights under this Agreement and # any decision by a Party not to share in the expenses incurred for the preparation, filing, prosecution and maintenance of Joint Patent Rights in any country shall not affect the rights of such Party with respect to such Joint Patent Rights in such country.

Joint Patent Rights. In the event the Parties conceive or generate any Joint Developed IP, other than any Joint Developed IP that constitutes Allogene CAR-T Developed IP, or [[Cellectis:Organization]] CAR-T Developed IP, the Parties will promptly meet to discuss and determine, based on mutual consent, whether to seek patent protection thereon. Neither Party will file any Patent Right covering or claiming any such Joint Developed IP (a “Joint Patent Right”) Allogene will have the first right to file on and control prosecution of any Patent Right covering or claiming any Joint Developed IP used in the development, manufacture, composition or use of any CAR-T Targeting such Allogene Target in accordance with [Section 6.2.1(b)]. For avoidance of doubt, “prosecution” as used in this [Section 6.2.1] includes oppositions, nullity or revocation actions, post-grant reviews and other patent office proceedings involving the referenced Patent Rights.

Joint Patent Rights. In the event of an Infringement of a Joint Patent Right, the Parties shall enter into discussions as to whether to initiate legal proceedings or take other actions regarding the Infringement. Unless otherwise agreed by the Parties: # each Party shall bear an equal share of the cost of any action, suit or proceeding instituted under this [Section 10.2.1(b)]; and # all amounts recovered shall be allocated pursuant to [Section 10.2.1(e)]. If the Parties are unable to determine whether and how to institute an action, suit or proceeding for infringement of any such Joint Patent Right, either Party shall have the right to prosecute such Infringement, in which event that Party shall bear all of the expense and be entitled to retain all amounts that it recovers.

The term “Joint Patent Rights” shall mean all Patent Rights Covering a Joint Invention.

Joint Patent Rights. As between the Parties, [[MyoKardia:Organization]] shall have the right to control the preparation, filing, prosecution, maintenance and defense of any Joint Patent Right relating to a Target at its sole expense and discretion. Otherwise, the Parties shall mutually agree as to which Party shall have the right to control the preparation, filing, prosecution, maintenance and defense of any other Joint Patent Right, and the Parties shall share the costs of such activities (“Jointly Controlled Patent Rights”). If [[MyoKardia:Organization]] no longer wishes to file or maintain any Joint Patent Right, then [[MyoKardia:Organization]] shall so notify Fulcrum and such Joint Patent Right shall become a Jointly Controlled Patent Right. Immediately upon such notice to Fulcrum, or within ​ before an official action is due or deemed required to the applicable Governmental Authority with respect to such Jointly Controlled Patent Right, Fulcrum will have the second right, but not the obligation, to assume the preparation, filing, prosecution, maintenance and defense of such Jointly Controlled Patent Right upon written notice to [[MyoKardia:Organization]] and, upon such written notice to [[MyoKardia:Organization]], [[MyoKardia:Organization]]’s exclusive license to Fulcrum’s rights under such Jointly Controlled Patent Right under Section 5.1 (License Grant to [[MyoKardia:Organization]]) shall terminate. If either Party decides not to share in the cost of filing or maintaining any Joint Patent Right (an “Abandoned Patent Right”) and the other Party decides to continue prosecution or maintenance of the Joint Patent Right, then the continuing Party shall have sole discretion (and expense) regarding the prosecution and maintenance of the Abandoned Patent Right.

Joint Patent Rights. The JSC shall determine the jurisdictions within the Territory in which patent applications will be filed with respect to Joint Patent Rights and the Party that shall be responsible for the preparation, filing, prosecution and maintenance of Joint Patent Rights. The Parties will share equally all expenses incurred by the filing Party for the preparation, filing, prosecution and maintenance of such Joint Patent Rights.

Other Joint Patent Rights. In the event the Parties make any Joint Know-How (other than Joint ​ Manufacturing Improvement Know-How), the Patent Representatives shall promptly meet to discuss and determine whether to seek patent protection thereon. LICENSEE shall have the first right, but not the obligation, to prepare, file, prosecute and maintain any Joint Patent Right (other than any Joint ​ Manufacturing Improvement Patent Right, which, for clarity, shall be governed by [Section 8.5(a)]) throughout the world using patent counsel selected by LICENSEE and reasonably acceptable to AGTC. LICENSEE shall give AGTC an opportunity to review the text of any application with respect to such Joint Patent Right before filing, shall consult with AGTC with respect thereto, and shall supply AGTC with a copy of the application as filed, together with notice of its filing date and serial number. LICENSEE shall keep AGTC reasonably informed of the status of the actual and prospective patent filings (including, without limitation, the grant of any Joint Patent Rights), and shall provide advance copies of any official correspondence related to the filing, prosecution and maintenance of such patent filings. AGTC shall reimburse LICENSEE for ​ of the reasonable Out-of-Pocket Costs incurred by LICENSEE in preparing, filing, prosecuting and maintaining such Joint Patent Rights, which reimbursement will be made pursuant to invoices submitted by LICENSEE to AGTC no more often than once per Calendar Quarter. If either Party (the “Declining Party”) at any time declines to share in the costs of filing, prosecuting and maintaining any such Joint Patent Right, on a country by country basis, the Declining Party shall provide the other Party (the “Continuing Party”) with thirty (30) days’ prior written notice to such effect, in which event, the Declining Party shall # have no responsibility for any expenses incurred in connection with such Joint Patent Right after the end of such thirty (30) day period and # if the Continuing Party elects to continue prosecution or maintenance, the Declining Party, upon the Continuing Party’s request, shall execute such documents and perform such acts, at the Continuing Party’s expense, as may be reasonably necessary # to assign to the Continuing Party all of the Declining Party’s right, title and interest in and to such Joint Patent Right and # to permit the Continuing Party to file, prosecute and maintain such Joint Patent Right.

Joint Arising Patent Rights. [[FibroGen:Organization]] will have the first right, responsibility, and discretion to file, prosecute (including the defense of any oppositions, interferences, reissue proceedings, re-examinations, and other post-grant proceedings originating in a patent office), and maintain all Joint Arising Patent Rights, in the Territory using counsel mutually agreed by the Parties (such agreement not to be unreasonably withheld by either Party), which may ​. The Parties will use good faith efforts to agree on a mutually acceptable strategy and will coordinate with each other for the prosecution and maintenance of all Joint Arising Patent Rights. If [[FibroGen:Organization]] decides it is no longer interested in the prosecution or maintenance of a particular Joint Arising Patent Right in any country the Territory, or ​, then it will promptly provide written notice to HFB of such decision. HFB may, upon written notice to [[FibroGen:Organization]], assume the prosecution and maintenance of such Patent Rights in such country in the Territory.