17 Prosecution and maintenance of Patents

ARTICLE # Patent Prosecution and Maintenance 21

Section # Patent Prosecution, Infringement and Extensions.

LICENSEE copies of all official correspondence, (including, but not limited to, Applications, Office Actions, responses, etc.) relating thereto. LICENSEE shall have the right to comment and advise UNIVERSITY and its counsel as to the conduct of such prosecution and maintenance, provided, however, that UNIVERSITY shall have the right to make the final decisions for all matters associated with such prosecution and maintenance. Notwithstanding the foregoing, UNIVERSITY shall not abandon prosecution of any patent application or maintenance of any issued patent without first, to the extent reasonably possible, giving LICENSEE notice at least ​ days prior to the date on which such patent application or patent will become abandoned, and shall allow LICENSEE to assume prosecution of any such patent application, or maintenance of any such patent, at LICENSEE’s own expense and with counsel of its choosing and with LICENSEE having the final decision for all matters associated with prosecution and maintenance. If LICENSEE assumes prosecution of any such patent application or maintenance of any such patent, LICENSEE’s obligations for payment under Article 3 based upon such patent application or patent shall terminate at the time that LICENSEE assumes prosecution or maintenance of such patent.

In the event that Arcus decides not to continue the prosecution or maintenance of a Patent within the Licensed Patents in any country, Arcus shall provide Abmuno with express written notice of such decision at least ​ days prior to any pending lapse or abandonment thereof, or if a decision not to continue prosecution or maintenance is responsive to an official communication from governmental agency that is received by Arcus less than ​ days prior to a deadline for taking action in response to such communication, then the deadline for giving such notice to Abmuno shall be ​ of the time remaining for response after such communication is received by Arcus. In such event, Arcus shall provide Abmuno with an opportunity to assume responsibility for prosecution and maintenance of such Patent. In the event that Abmuno, at Abmuno’s expense, assumes such responsibility, Arcus shall transfer the responsibility for prosecution and maintenance of such Patent to Abmuno, and in such case, Arcus, at Arcus’s expense, shall provide Abmuno an update of the filing, prosecution and maintenance status for each such Patent, including copies of any material official correspondence to or from patent offices. Arcus shall no longer have any right or license in, to or under such Patent under this Agreement. For purposes of clarification, upon assuming responsibility for prosecution and maintenance of any Patent, Abmuno, at Abmuno’s sole discretion, may or may not continue such prosecution and maintenance, and shall have a right, at any time, to abandon such prosecution and/or maintenance or to transfer such prosecution and/or maintenance, or a share of such prosecution and maintenance, to JN Biosciences. In the event that Abmuno, solely or together with JN Biosciences, prosecutes, or JN Biosciences solely prosecutes, such a Patent to issuance, Arcus may reinstate Arcus’s rights and license under such Patent to the full extent of Abmuno’s and JN Biosciences’ interests in such Patent by # reimbursing Abmuno and JN Biosciences for their documented costs and expenses related to the prosecution and maintenance of such Patent and # assuming, in writing, Abmuno’s and JN Biosciences’ responsibility, to the full extent of such responsibility, for the continued prosecution and maintenance of such Patent in accordance with this Section 9. In the event a Patent issues with respect to any such Patent during the period that Abmuno, either solely or jointly with JN Biosciences, or JN Biosciences by itself, is conducting the prosecution and maintenance of such Patent, Abmuno shall provide prompt written notice thereof to Arcus. If Arcus elects to reimburse Abmuno and JN Biosciences for their costs and expenses related to the prosecution and maintenance of such Patent and to reassume Abmuno’s and JN Biosciences’ responsibility for the continued prosecution and maintenance of such Patent, in order to reinstate its rights and license to such Patent, then Arcus shall provide Abmuno with written notice of such election, and Abmuno shall provide to Arcus promptly its and JN Biosciences’ documented costs and expenses related to the prosecution and maintenance of such Patent, and following receipt of Arcus’ reimbursement of such costs and expenses, shall transfer that portion of responsibility held by Abmuno, and shall use Commercially Reasonable Efforts to cause JN Biosciences to transfer that portion of responsibility held by JN Biosciences, for prosecution and maintenance of such Patent to Arcus. In such case, Abmuno, at Abmuno’s expense, shall provide Arcus an update of the filing, prosecution and maintenance status for each such Patent, including copies of any material official correspondence to or from patent offices,that Abmuno is in possession of.

to assume prosecution of any such patent application, or maintenance of any such patent, at UNIVERSITY’s own expense and with counsel of its choosing and with UNIVERSITY having the final decision for all matters associated with prosecution and maintenance.

reasonably possible, giving LICENSEE notice at least ​ days prior to the date on which such patent application or patent will become abandoned, and shall allow LICENSEE to assume prosecution of any such patent application, or maintenance of any such patent, at LICENSEE’s own expense and with counsel of its choosing and with LICENSEE having the final decision for all matters associated with prosecution and maintenance. If LICENSEE assumes prosecution of any such foreign patent application or maintenance of any such foreign patent, LICENSEE’s obligations for payment under Article 3 based upon such patent application or patent shall terminate at the time that LICENSEE assumes prosecution or maintenance of such patent.

for the prosecution and maintenance of patents as contemplated by this Agreement;

Cooperation. Each Party shall provide the other Party all reasonable assistance and cooperation in the patent prosecution and extension efforts in accordance with this Section 5.4, including by providing any necessary powers of attorney and executing any other required documents or instruments for such prosecution or extension applications.

The Contractor shall have the sole and exclusive right, at its sole discretion, on its own behalf and expense, to institute, prosecute and control any action or proceeding relating to the prosecution, perfection or enforcement of any rights in or to the Contractor Owned IP. Customer shall provide commercially reasonable cooperation as reasonably deemed necessary by the Contractor to prosecute, perfect, record, assign or pursue such rights, including signing documents reasonably deemed necessary by the Contractor to accomplish the foregoing, and participating in any patent prosecution proceedings or patent litigation proceedings. The Contractor shall retain all amounts, registrations, and benefits recovered in connection with the prosecution or enforcement of any Contractor Owned IP.