10.3Late Payments. Any payments by a Party that are not paid on or before the date such payments are due under this Agreement will bear interest at [***]. Interest will accrue beginning on the first day following the due date for payment and will be compounded quarterly. Payment of such interest by a Party shall not limit, in any way, the other Party’s right to exercise any other remedies that the other Party may have as a consequence of the lateness of any payment.
11.PATENT FILING, PROSECUTION AND MAINTENANCE; DEFENSE AND ENFORCEMENT
11.1Patent Prosecution and Maintenance of Aptevo Patents. With the exception of any Product Patents containing one or more claims to a multispecific or bispecific polypeptide with 4-1BB [***] Binding Domains (“Jointly Managed Product Patents”), as between the Parties, Aptevo shall have the sole right to Prosecute the Aptevo Patents, the Aptevo Platform Patents and the Aptevo Manufacturing Patents, and the costs of Prosecution of such Patents shall be borne by Aptevo.
11.2Patent Prosecution and Maintenance of Alligator Patents. With the exception of any Jointly Managed Product Patents, as between the Parties, Alligator shall have the sole right to Prosecute the Alligator Patents and the costs of Prosecution of Alligator Patents shall be borne by Alligator.
11.3Prosecution Cooperation. The Parties will keep each other informed with regard to the Prosecution of Aptevo Patents and Alligator Patents. The Parties will share and discuss all material aspects of Prosecution, including (a) material communications to and from any patent authorities, and (b) drafts of any material filings or responses to be made to such patent authorities. Such exchange of information shall be made sufficiently in advance in order to allow the other Party to review and comment thereon. The Prosecuting Party shall consider in good faith the comments of the other Party with respect to strategies for filing and prosecuting such Patents. The Parties shall also strive to coordinate and align their activities under this Agreement in a professional and proactive manner.
11.4Priority Patent Filing. Alligator filed the Priority Patent Filing prior to the Effective Date and prior to the date of the MTA and, accordingly, it is an Alligator Patent. The Priority Patent Filing claims all formats of bispecific antibodies with 4-1BB Binding Domains and a second Binding Domain [***]. Alligator has filed a PCT patent application claiming priority to the Priority Patent Filing: this PCT Filing is directed to all subject matter claimed or disclosed in the Priority Patent Filing, and shall remain an Alligator Patent. The patent applications claiming priority to or are derived from the PCT patent application shall be considered Jointly Managed Patent Applications unless the claims of such applications exclude the Product. A new priority application directed to [***] will be filed [***] (the “Priority Joint Patent”).
[*** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.