Common use of DISCLOSURE; PATENT PROSECUTION Clause in Contracts

DISCLOSURE; PATENT PROSECUTION. (a) Each of NeoGenesis and OGS shall disclose to the other the conception or reduction to practice, or the discovery, development or making of any Program Intellectual Property; such Program Intellectual Property will be added to ATTACHMENT B (and ATTACHMENT D if applicable) and will be subject to the provisions of this Agreement. Within forty-five (45) days following the date of such disclosure regarding the existence of particular Program Intellectual Property that is either (i) solely owned by NeoGenesis, but only to the extent that such Program Intellectual Property relates to the structure of any of the Selected Compounds (during the period prior to designation pursuant to Section 2.6) or Designated Compounds; or (ii) jointly owned by the parties, the Steering Committee shall confer as to the appropriate protection (if any) for such Program Intellectual Property. With respect to the Program Intellectual Property described Section 3.3(a)(i), such determination shall be made having reference to the likelihood that seeking patent protection will adversely effect future filings by OGS with respect to new chemical entities based upon such Designated Compound (or such Selected Compounds if the period for designation has not then expired). In the event that the Steering Committee [*] on whether patent protection should be sought, the provisions of Section 2.5(d) shall not apply and the parties agree that the dispute shall be governed by the provisions of Section 9.1. (b) Subject only to the provisions of Section 3.3(a) above (to the extent applicable), NeoGenesis shall have the sole right, but not the obligation, to file, prosecute, and maintain each of the NeoGenesis Patent Rights throughout the Territory. OGS shall reimburse NeoGenesis for all reasonable, out-of-pocket expenses incurred by NeoGenesis for the filing, prosecution and maintenance of NeoGenesis Patent Rights that arise from Program Intellectual Property and are the subject of the exclusive license granted OGS under Section 3.1 but specifically excluding reimbursement for any costs associated with NeoGenesis Patent Rights in existence at the Effective Date including, without limitation, ALIS or QSCD or other NeoGenesis Patent Rights that are not the subject of such exclusive license. If any NeoGenesis Patent Rights that are the subject of OGS reimbursement are subsequently licensed to any other Person, NeoGenesis shall collect patent expenses from such third party and reimburse OGS a proportionate amount of the patent expenses that OGS previously funded, with such proportionate amount being determined with reference to the aggregate number of licensees of such NeoGenesis Patent Rights. OGS shall not be required to reimburse NeoGenesis with respect to any patent costs concerning the NeoGenesis Patent Rights that are the subject of the exclusive license granted OGS under Section 3.1; PROVIDED, that OGS's license shall exclude any intellectual property rights that are the subject of such action (e.g., patent coverage in a particular country) unless and until OGS reimburses NeoGenesis for such costs. NeoGenesis shall promptly invoice OGS for all reasonable expenses incurred in relation to these activities. In the event that NeoGenesis elects not to file for patent protection under the NeoGenesis Patent Rights or elects not to prosecute or maintain a patent or patent application under the NeoGenesis Patent Rights (hereafter REJECTED RIGHTS) it shall notify OGS of such decision at least forty-five (45) days prior to the due date of any action or payment due. OGS shall have the right, but not the obligation to assume the responsibility therefor then at its own cost and expense. In the event that OGS elects to assume responsibility for the prosecution and maintenance of Rejected Rights, such Rejected Rights shall automatically be removed from the scope of the exclusive license granted under Section 3.1. NeoGenesis shall keep OGS currently advised as to the status of all patents and patent applications with respect to the NeoGenesis Patent Rights and shall supply OGS promptly with copies of all patents, patent applications, substantive patent office actions, substantive responses received or filed in connection with such applications. OGS may itself or through its attorney offer comments and suggestions with respect to the matters that are the subject of this Section 3.3(b) and NeoGenesis agrees to consider such comments and suggestions in good faith. Any differences between NeoGenesis and OGS with respect to preparation, filing, prosecution, issuance and maintenance matters will be discussed and resolved to their mutual satisfaction using the procedures specified in Section 9.1, if necessary. (c) Subject only to the provisions of Section 3.1(a) above, OGS and NeoGenesis, acting through the Steering Committee, shall select and retain patent counsel mutually acceptable to each of them for the purpose of preparing, filing, prosecuting, issuing and maintaining appropriate patent applications concerning jointly owned Program Intellectual Property. The parties, acting in consultation, shall be responsible for the preparation, filing (including * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. foreign filing decisions), prosecution and maintenance of such patent applications and patents relating to jointly owned Program Intellectual Property. The parties shall ensure that patent counsel provides each party with copies of documents relevant to the same and each party shall have the opportunity to review and comment on patent decisions made by patent counsel. Any differences between NeoGenesis and OGS with respect to preparation, filing, prosecution, issuance and maintenance matters will be discussed and resolved to their mutual satisfaction using the procedures specified in Section 9.1, if necessary; PROVIDED, that if any disagreement regards the costs associated with a particular proposed action, OGS may assume responsibility for such costs and the requirement that the parties mutually agree upon resolution of the matter shall not apply. OGS shall be responsible for all expenses associated with the preparation, filing, prosecution, issuance and maintenance of patents or other intellectual property protection for jointly owned Program Intellectual Property; PROVIDED, that in the event that OGS elects not to pursue a particular action with respect to which the parties disagree regarding costs, NeoGenesis shall have the right to assume such costs and to have such action taken; PROVIDED FURTHER that OGS's license shall exclude any intellectual property rights that are the subject of such action (e.g., patent coverage in a particular country) unless OGS reimburses NeoGenesis for the costs of such action. (d) OGS shall have the sole right, but not the obligation, to file, prosecute, and maintain, at OGS's sole expense, each of the OGS Patent Rights throughout the Territory.

DISCLOSURE; PATENT PROSECUTION. (a) Each of NeoGenesis and OGS Tularik shall promptly disclose to the other in writing any Invention that might, under the conception or reduction to practiceapplicable U.S. patent laws, or the discovery, development or making of any be patentable and constitutes Program Intellectual Property; such . Such Program Intellectual Property will be added to ATTACHMENT B (and ATTACHMENT D if applicable) and will be subject to the provisions of this Agreement. B. Within forty-forty five (45) days following the date of such disclosure regarding the existence of particular Program Intellectual Property that is either (i) solely owned by NeoGenesis, but only to the extent that such Program Intellectual Property relates to the structure of any of the Selected Compounds (during the period prior to designation pursuant to Section 2.6) or Designated Compounds; or (ii) jointly owned by the parties[*], the Steering Committee parties shall confer and mutually agree as to the appropriate protection (if any) for such Program Intellectual Property, including an application, preparation, prosecution and maintenance strategy. With respect Notwithstanding the provisions of this Section 3.3, neither party shall file any Program Patent Right relating to the Program Intellectual Property described Section 3.3(a)(i), such determination shall be made having reference to the likelihood that seeking patent protection will adversely effect future filings by OGS with respect to new chemical entities based upon such Designated Compound (or such Selected Compounds if the period for designation has not then expired). In the event that the Steering Committee is [*] on whether patent protection should be sought, the provisions of Section 2.5(d) shall not apply and the parties agree that the dispute shall be governed by the provisions of Section 9.1. (b) Subject only to the provisions of Section 3.3(a) above (to the extent applicable), NeoGenesis shall have the sole right, but not the obligation, to file, prosecute, and maintain maintain, at NeoGenesis' sole expense, each of the NeoGenesis Patent Rights throughout the Territory. OGS NeoGenesis shall reimburse promptly furnish or have furnished to Tularik copies of all patents, patent applications, substantive patent office actions, and substantive responses received or filed in connection with such applications (other than patents and patent applications covering solely NeoGenesis for all reasonableIntellectual Property that is not licensed to Tularik under Section 3.1 or assigned to Tularik under Section 3.2(d) or 3.2(i)). In the case of patent applications and responses, out-of-pocket expenses incurred by copies will be furnished to Tularik at least fifteen (15) days before filing or mailing, as the case may be. Tularik may itself or through its attorney offer comments and suggestions with respect to the matters that are the subject of this Section 3.3(b) and NeoGenesis for agrees to consider such comments and suggestions; PROVIDED that nothing herein shall obligate NeoGenesis to adopt or follow such comments or suggestions. Tularik shall cooperate in the preparation, filing, prosecution and maintenance of NeoGenesis Patent Rights that arise from any and all patent applications and patents covering Program Intellectual Property and are the subject of the exclusive license granted OGS under Section 3.1 but specifically excluding reimbursement for any costs associated with NeoGenesis Patent Rights in existence at the Effective Date including, without limitation, ALIS or QSCD or other NeoGenesis Patent Rights that are not the subject of such exclusive license. If any NeoGenesis Patent Rights that are the subject of OGS reimbursement are subsequently licensed to any other Person, NeoGenesis shall collect patent expenses from such third party and reimburse OGS a proportionate amount of the patent expenses that OGS previously funded, with such proportionate amount being determined with reference to the aggregate number of licensees of such NeoGenesis Patent Rights. OGS shall not be required to reimburse NeoGenesis with respect to any patent costs concerning the NeoGenesis Patent Rights that are the subject of the exclusive license granted OGS under Section 3.1; PROVIDED, that OGS's license shall exclude any intellectual property rights that are the subject of such action (e.g., patent coverage in a particular country) unless and until OGS reimburses NeoGenesis for such costsowned by NeoGenesis. NeoGenesis shall promptly invoice OGS provide notice to Tularik as to all matters that come to its attention that may affect the preparation, filing, prosecution or maintenance of any patents or patent applications covering Program Intellectual Property owned by NeoGenesis. NeoGenesis shall not seek patent protection for all reasonable expenses incurred any NeoGenesis Intellectual Property or Program Intellectual Property owned by NeoGenesis that covers generic claims to any class of compounds developed in relation the course of the Program until: (i) with respect to these activitiesthe Screening Program, the earlier of (A) such time as Tularik has designated Designated Screening Compounds in respect of such class of compounds in accordance with Section 2.8 or (B) such time as the period of time for such designation expires with respect to the Selected Screening Compounds derived from such class of compounds; and (ii) with respect to activities conducted under Section 4A, the date in Section 4A.2 for each party's election of Designated Shared Compounds. In the event that NeoGenesis elects not to file for patent protection under the NeoGenesis Patent Rights or elects not to prosecute or maintain a patent or patent application under the NeoGenesis Patent Rights (hereafter REJECTED RIGHTS) it shall notify OGS Tularik of such decision *=CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. 17 at least forty-forty five (45) days prior to the due date of any action or payment due. OGS Tularik shall then have the right, but not the obligation obligation, to assume the responsibility therefor then at its own cost and expense. In . (c) Tularik shall have the event that OGS elects sole right, but not the obligation, to assume responsibility for the prosecution prepare, file, prosecute, and maintenance of Rejected Rightsmaintain, such Rejected Rights shall automatically be removed from the scope at Tularik's sole expense (except as provided below), each of the exclusive license granted under Section 3.1. NeoGenesis shall keep OGS currently advised as to the status of all patents and patent applications with respect to the NeoGenesis Tularik Patent Rights and throughout the Territory. Tularik shall supply OGS promptly with furnish or have furnished to NeoGenesis copies of all patents, patent applications, substantive patent office actions, actions and substantive responses relevant to Generic Rights received or filed in connection with such applications. OGS In the case of such patent applications and responses, copies will be furnished to NeoGenesis at least 15 days before filing or mailing, as the case may be. NeoGenesis may itself or through its attorney offer comments and suggestions with respect to the matters that are the subject of this Section 3.3(b3.3(c) relating to Generic Rights and NeoGenesis Tularik agrees to consider such comments and suggestions in good faithsuggestions; PROVIDED that nothing herein shall obligate Tularik to adopt or follow such comments or suggestions. Any differences between NeoGenesis and OGS with respect to preparation, filing, prosecution, issuance and maintenance matters will be discussed and resolved to their mutual satisfaction using the procedures specified in Section 9.1, if necessary. (c) Subject only to the provisions of Section 3.1(a) above, OGS and NeoGenesis, acting through the Steering Committee, shall select and retain patent counsel mutually acceptable to each of them for the purpose of preparing, filing, prosecuting, issuing and maintaining appropriate patent applications concerning jointly owned Program Intellectual Property. The parties, acting in consultation, shall be responsible for all costs relating to the preparation, filing (including * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. foreign filing decisions)filing, prosecution and maintenance of such any and all patent applications covering Generic Rights for which NeoGenesis, its employees or agents is the sole inventor and patents [*] of the costs relating to jointly owned Program Intellectual Property. The parties shall ensure that patent counsel provides each party with copies of documents relevant to the same and each party shall have the opportunity to review and comment on patent decisions made by patent counsel. Any differences between NeoGenesis and OGS with respect to preparation, filing, prosecution, issuance and maintenance matters will be discussed and resolved to their mutual satisfaction using the procedures specified in Section 9.1, if necessary; PROVIDED, that if any disagreement regards the costs associated with a particular proposed action, OGS may assume responsibility for such costs and the requirement that the parties mutually agree upon resolution of the matter shall not apply. OGS shall be responsible for all expenses associated with the preparation, filing, prosecution, issuance prosecution and maintenance of any and all patent applications covering Generic Rights for which NeoGenesis, its employees or agents are [*]. NeoGenesis shall cooperate in the preparation, filing, prosecution and maintenance of any and all patent applications and patents covering Program Intellectual Property owned by Tularik or obtained by Tularik under Section 3.2(d). Tularik shall promptly provide notice to NeoGenesis as to all matters that come to its attention that may affect the preparation, filing, prosecution or maintenance of any patents or other intellectual property protection for jointly owned patent applications covering Program Intellectual Property; PROVIDEDProperty owned by Tularik relating to Generic Rights. Notwithstanding the provisions of this Section 3.3, that in Tularik shall not file any patent application covering the event that OGS elects not to pursue a particular action Generic Rights without NeoGenesis' prior written consent, with respect to which the parties disagree regarding costsScreening Program, NeoGenesis shall have before the right date specified in Section 2.8 for Tularik's notice of selection of Designated Screening Compounds or, with respect to assume such costs and to have such action taken; PROVIDED FURTHER that OGSactivities conducted under Section 4A, the date in Section 4A.2 for each party's license shall exclude any intellectual property rights that are the subject election of such action (e.g., patent coverage in a particular country) unless OGS reimburses NeoGenesis for the costs of such actionDesignated Shared Compounds. (d) OGS shall have the sole right, but not the obligation, to file, prosecute, and maintain, at OGS's sole expense, each of the OGS Patent Rights throughout the Territory.

DISCLOSURE; PATENT PROSECUTION. (a) Each of NeoGenesis and OGS shall disclose to the other the conception or reduction to practice, or the discovery, development or making of any Program Intellectual Property; such Program Intellectual Property will be added to ATTACHMENT B (and ATTACHMENT D if applicable) and will be subject to the provisions of this Agreement. Within forty-five (45) days following the date of such disclosure regarding the existence of particular Program Intellectual Property that is either (i) solely owned by NeoGenesis, but only to the extent that such Program Intellectual Property relates to the structure of any of the Selected Compounds (during the period prior to designation pursuant to Section 2.6) or Designated Compounds; or (ii) jointly owned by the parties, the Steering Committee shall confer as to the appropriate protection (if any) for such Program Intellectual Property. With respect to the Program Intellectual Property described Section 3.3(a)(i), such determination shall be made having reference to the likelihood that seeking patent protection will adversely effect future filings by OGS with respect to new chemical entities based upon such Designated Compound (or such Selected Compounds if the period for designation has not then expired). In the event that the Steering Committee [*] is unable to reach unanimous agreement on whether patent protection should be sought, the provisions of Section 2.5(d) shall not apply and the parties agree that the dispute shall be governed by the provisions of Section 9.1. (b) Subject only to the provisions of Section 3.3(a) above (to the extent applicable), NeoGenesis shall have the sole right, but not the obligation, to file, prosecute, and maintain each of the NeoGenesis Patent Rights throughout the Territory. OGS shall reimburse NeoGenesis for all reasonable, out-of-pocket expenses incurred by NeoGenesis for the filing, prosecution and maintenance of NeoGenesis Patent Rights that arise from Program Intellectual Property and are the subject of the exclusive license granted OGS under Section 3.1 but specifically excluding reimbursement for any costs associated with NeoGenesis Patent Rights in existence at the Effective Date including, without limitation, ALIS or QSCD or other NeoGenesis Patent Rights that are not the subject of such exclusive license. If any NeoGenesis Patent Rights that are the subject of OGS reimbursement are subsequently licensed to any other Person, NeoGenesis shall collect patent expenses from such third party and reimburse OGS a proportionate amount of the patent expenses that OGS previously funded, with such proportionate amount being determined with reference to the aggregate number of licensees of such NeoGenesis Patent Rights. OGS shall not be required to reimburse NeoGenesis with respect to any patent costs concerning the NeoGenesis Patent Rights that are the subject of the exclusive license granted OGS under Section 3.1; PROVIDED, that OGS's license shall exclude any intellectual property rights that are the subject of such action (e.g., patent coverage in a particular country) unless and until OGS reimburses NeoGenesis for such costs. NeoGenesis shall promptly invoice OGS for all reasonable expenses incurred in relation to these activities. In the event that NeoGenesis elects not to file for patent protection under the NeoGenesis Patent Rights or elects not to prosecute or maintain a patent or patent application under the NeoGenesis Patent Rights (hereafter REJECTED RIGHTS) it shall notify OGS of such decision at least forty-five (45) days prior to the due date of any action or payment due. OGS shall have the right, but not the obligation to assume the responsibility therefor then at its own cost and expense. In the event that OGS elects to assume responsibility for the prosecution and maintenance of Rejected Rights, such Rejected Rights shall automatically be removed from the scope of the exclusive license granted under Section 3.1. NeoGenesis shall keep OGS currently advised as to the status of all patents and patent applications with respect to the NeoGenesis Patent Rights and shall supply OGS promptly with copies of all patents, patent applications, substantive patent office actions, substantive responses received or filed in connection with such applications. OGS may itself or through its attorney offer comments and suggestions with respect to the matters that are the subject of this Section 3.3(b) and NeoGenesis agrees to consider such comments and suggestions in good faith. Any differences between NeoGenesis and OGS with respect to preparation, filing, prosecution, issuance and maintenance matters will be discussed and resolved to their mutual satisfaction using the procedures specified in Section 9.1, if necessary. (c) Subject only to the provisions of Section 3.1(a) above, OGS and NeoGenesis, acting through the Steering Committee, shall select and retain patent counsel mutually acceptable to each of them for the purpose of preparing, filing, prosecuting, issuing and maintaining appropriate patent applications concerning jointly owned Program Intellectual Property. The parties, acting in consultation, shall be responsible for the preparation, filing (including * = *=CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. foreign filing decisions), prosecution and maintenance of such patent applications and patents relating to jointly owned Program Intellectual Property. The parties shall ensure that patent counsel provides each party with copies of documents relevant to the same and each party shall have the opportunity to review and comment on patent decisions made by patent counsel. Any differences between NeoGenesis and OGS with respect to preparation, filing, prosecution, issuance and maintenance matters will be discussed and resolved to their mutual satisfaction using the procedures specified in Section 9.1, if necessary; PROVIDED, that if any disagreement regards the costs associated with a particular proposed action, OGS may assume responsibility for such costs and the requirement that the parties mutually agree upon resolution of the matter shall not apply. OGS shall be responsible for all expenses associated with the preparation, filing, prosecution, issuance and maintenance of patents or other intellectual property protection for jointly owned Program Intellectual Property; PROVIDED, that in the event that OGS elects not to pursue a particular action with respect to which the parties disagree regarding costs, NeoGenesis shall have the right to assume such costs and to have such action taken; PROVIDED FURTHER that OGS's license shall exclude any intellectual property rights that are the subject of such action (e.g., patent coverage in a particular country) unless OGS reimburses NeoGenesis for the costs of such action. (d) OGS shall have the sole right, but not the obligation, to file, prosecute, and maintain, at OGS's sole expense, each of the OGS Patent Rights throughout the Territory.

DISCLOSURE; PATENT PROSECUTION. (a) Each of NeoGenesis and OGS party shall promptly disclose in writing to the other the conception or reduction to practice, or the discovery, development or making party knowledge of any Program Intellectual Property; such Property developed in the course of the Program. Such Program Intellectual Property will be added to ATTACHMENT B (and ATTACHMENT D if applicable) and will be subject to the provisions of this Agreement. Within forty-five (45) days following CryoCor hereby assigns or otherwise transfers to BSC any right, title or interest that CryoCor may have in the date of such disclosure regarding the existence of particular Program Intellectual Property that is either (i) solely owned by NeoGenesis, but only to the extent that such Program Intellectual Property relates to the structure of any of the Selected Compounds (during the period prior to designation pursuant to Section 2.6) or Designated Compounds; or (ii) jointly owned by the parties, the Steering Committee shall confer as to the appropriate protection (if any) for such BSC Program Intellectual Property. With respect , and BSC and BSS hereby assign or otherwise transfers to CryoCor any right, title or interest that BSC or BSS may have in the CryoCor Program Intellectual Property described Section 3.3(a)(i), such determination shall be made having reference to the likelihood that seeking patent protection will adversely effect future filings by OGS with respect to new chemical entities based upon such Designated Compound (or such Selected Compounds if the period for designation has not then expired). In the event that the Steering Committee [*] on whether patent protection should be sought, the provisions of Section 2.5(d) shall not apply and the parties agree that the dispute shall be governed by the provisions of Section 9.1.Property (b) Subject only CryoCor or, with respect to the provisions of Section 3.3(a) above (to the extent applicable)CryoCor Intellectual Property licensed by CryoCor from a third party, NeoGenesis shall CryoCor’s third party licensor will have the sole right, but not the obligation, to prepare, file, prosecute, and maintain each of maintain, at CryoCor’s sole cost and expense, patent protection throughout the NeoGenesis world for CryoCor Intellectual Property and CryoCor Program Intellectual Property. With regard to any CryoCor Patent Rights throughout or CryoCor Program Patent Rights to which BSS then has a license in the Territory. OGS shall reimburse NeoGenesis Field under this Agreement and for all reasonablewhich CryoCor controls preparation, out-of-pocket expenses incurred by NeoGenesis for the filing, prosecution and maintenance of NeoGenesis maintenance, CryoCor will discuss with BSC any decision to abandon any patent or patent application with such CryoCor Patent Rights that arise from or CryoCor Program Patent Rights if such abandonment would be reasonably likely to have a material adverse effect on BSS’s license to such CryoCor Patent Rights or CryoCor Program Patent Rights in the Field under Section 3.1. CryoCor will consult with BSC regarding filing for patent protection for CryoCor Program Intellectual Property and are the will use commercially reasonable efforts to take into account BSC’s suggestions with regard to any CryoCor Program Intellectual Property then subject of the exclusive to a license granted OGS under Section 3.1 but specifically excluding reimbursement for any costs associated with NeoGenesis Patent Rights to BSS in existence at the Effective Date including, without limitation, ALIS or QSCD or other NeoGenesis Patent Rights that are not the subject of such exclusive license. If any NeoGenesis Patent Rights that are the subject of OGS reimbursement are subsequently licensed to any other Person, NeoGenesis shall collect patent expenses from such third party and reimburse OGS a proportionate amount of the patent expenses that OGS previously funded, with such proportionate amount being determined with reference to the aggregate number of licensees of such NeoGenesis Patent Rights. OGS shall not be required to reimburse NeoGenesis with respect to any patent costs concerning the NeoGenesis Patent Rights that are the subject of the exclusive license granted OGS Field under Section 3.1; PROVIDED, that OGS's license shall exclude any intellectual property rights that are the subject of such action (e.g., patent coverage in a particular country) unless and until OGS reimburses NeoGenesis for such costs. NeoGenesis shall promptly invoice OGS for all reasonable expenses incurred in relation to these activities. In the event that NeoGenesis elects not to file for patent protection under the NeoGenesis Patent Rights or elects not to prosecute or maintain a patent or patent application under the NeoGenesis Patent Rights (hereafter REJECTED RIGHTS) it shall notify OGS of such decision at least forty-five (45) days prior to the due date of any action or payment due. OGS shall have the right, but not the obligation to assume the responsibility therefor then at its own cost and expense. In the event that OGS elects to assume responsibility for the prosecution and maintenance of Rejected Rights, such Rejected Rights shall automatically be removed from the scope of the exclusive license granted under Section 3.1. NeoGenesis shall keep OGS currently advised as to the status of all patents and patent applications with respect to the NeoGenesis Patent Rights and shall supply OGS promptly with copies of all patents, patent applications, substantive patent office actions, substantive responses received or filed in connection with such applications. OGS may itself or through its attorney offer comments and suggestions with respect to the matters that are the subject of this Section 3.3(b) and NeoGenesis agrees to consider such comments and suggestions in good faith. Any differences between NeoGenesis and OGS with respect to preparation, filing, prosecution, issuance and maintenance matters will be discussed and resolved to their mutual satisfaction using the procedures specified in Section 9.1, if necessary. (c) Subject only to the provisions of Section 3.1(a) above, OGS and NeoGenesis, acting through the Steering Committee, shall select and retain patent counsel mutually acceptable to each of them for the purpose of preparing, filing, prosecuting, issuing and maintaining appropriate patent applications concerning jointly owned Program Intellectual Property. The parties, acting in consultation, shall be responsible for the preparation, filing (including * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. foreign filing decisions), prosecution and maintenance of such patent applications and patents relating to jointly owned Program Intellectual Property. The parties shall ensure that patent counsel provides each party with copies of documents relevant to the same and each party shall have the opportunity to review and comment on patent decisions made by patent counsel. Any differences between NeoGenesis and OGS with respect to preparation, filing, prosecution, issuance and maintenance matters BSC will be discussed and resolved to their mutual satisfaction using the procedures specified in Section 9.1, if necessary; PROVIDED, that if any disagreement regards the costs associated with a particular proposed action, OGS may assume responsibility for such costs and the requirement that the parties mutually agree upon resolution of the matter shall not apply. OGS shall be responsible for all expenses associated with the preparation, filing, prosecution, issuance and maintenance of patents or other intellectual property protection for jointly owned Program Intellectual Property; PROVIDED, that in the event that OGS elects not to pursue a particular action with respect to which the parties disagree regarding costs, NeoGenesis shall have the right to assume such costs and to have such action taken; PROVIDED FURTHER that OGS's license shall exclude any intellectual property rights that are the subject of such action (e.g., patent coverage in a particular country) unless OGS reimburses NeoGenesis for the costs of such action. (d) OGS shall have the sole right, but not the obligation, to file, prosecute, and maintain, at OGS's BSC’s sole cost and expense, each of the OGS Patent Rights patent protection throughout the Territoryworld for BSC Program Intellectual Property. (d) CryoCor will have the first right, but not the obligation, to prepare, file, prosecute, and maintain patent protection throughout the world for Joint Program Intellectual Property; provided, that (i) any patent applications for Joint Program Intellectual Property shall be prepared, filed and prosecuted through an attorney chosen by both CryoCor and BSC that will jointly represent both CryoCor and BSC, (ii) CryoCor will consult with BSC regarding filing for patent protection for Joint Program Intellectual Property and will take into account BSC’s suggestions with regard to Joint Program Intellectual Property, (iii) at least ten (10) business days prior to filing any patent application, any proposed response to an office action, or any other communication to a patent office with respect to any Joint Program Intellectual Property, CryoCor shall provide BSC for its review and comment a draft of such patent application and will incorporate BSC’s comments and recommendations in such patent application, response or communication prior to filing; and (iv) CryoCor and BSC will share equally the cost and expense of such activities. With regard to any Joint Program Patent Rights, CryoCor will discuss with BSC any decision to abandon any patent or patent application with such Joint Program Patent Rights. BSC will have the right, and not the obligation, to file, prosecute, and maintain, at BSC’s sole cost and expense, any patent protection for Joint Program Intellectual Property which CryoCor has notified BSC that CryoCor has elected not to file, prosecute or maintain. CryoCor shall promptly provide BSC with copies of or information regarding any communications with the US Patent and Trademark Office regarding Joint Program Intellectual Property and from time to time at BSC request, CryoCor shall provide BSC with such updates and information regarding Joint Program Intellectual Property as BSC may reasonably request. (e) Each party shall cooperate with and assist the other party in all reasonable respects necessary to carry out the foregoing provisions of this Section 3.4, including executing and delivering any further legal instruments and performing any further acts which may be reasonably necessary to effectuate the provisions of this Section 3.4.

DISCLOSURE; PATENT PROSECUTION. (a) Each of NeoGenesis and OGS Tularik shall promptly disclose to the other in writing any Invention that might, under the conception or reduction to practiceapplicable U.S. patent laws, or the discovery, development or making of any be patentable and constitutes Program Intellectual Property; such . Such Program Intellectual Property will be added to ATTACHMENT B (and ATTACHMENT D if applicable) and will be subject to the provisions of this Agreement. B. Within forty-forty five (45) days following the date of such disclosure regarding the existence of particular Program Intellectual Property that is either (i) solely owned by NeoGenesis, but only to the extent that such Program Intellectual Property relates to the structure of any of the Selected Compounds (during the period prior to designation pursuant to Section 2.6) or Designated Compounds; or (ii) jointly owned by the parties[*], the Steering Committee parties shall confer and mutually agree as to the appropriate protection (if any) for such Program Intellectual Property, including an application, preparation, prosecution and maintenance strategy. With respect Notwithstanding the provisions of this Section 3.3, neither party shall file any Program Patent Right relating to the Program Intellectual Property described Section 3.3(a)(i), such determination shall be made having reference to the likelihood that seeking patent protection will adversely effect future filings by OGS with respect to new chemical entities based upon such Designated Compound (or such Selected Compounds if the period for designation has not then expired). In the event that the Steering Committee is [*] on whether patent protection should be sought, the provisions of Section 2.5(d) shall not apply and the parties agree that the dispute shall be governed by the provisions of Section 9.1]. (b) Subject only to the provisions of Section 3.3(a) above (to the extent applicable), NeoGenesis shall have the sole right, but not the obligation, to file, prosecute, and maintain maintain, at NeoGenesis' sole expense, each of the NeoGenesis Patent Rights throughout the Territory. OGS NeoGenesis shall reimburse promptly furnish or have furnished to Tularik copies of all patents, patent applications, substantive patent office actions, and substantive responses received or filed in connection with such applications (other than patents and patent applications covering solely NeoGenesis for all reasonableIntellectual Property that is not licensed to Tularik under Section 3.1 or assigned to Tularik under Section 3.2(d) or 3.2(i)). In the case of patent applications and responses, out-of-pocket expenses incurred by copies will be furnished to Tularik at least fifteen (15) days before filing or mailing, as the case may be. Tularik may itself or through its attorney offer comments and suggestions with respect to the matters that are the subject of this Section 3.3(b) and NeoGenesis for agrees to consider such comments and suggestions; PROVIDED that nothing herein shall obligate NeoGenesis to adopt or follow such comments or suggestions. Tularik shall cooperate in the preparation, filing, prosecution and maintenance of NeoGenesis Patent Rights that arise from any and all patent applications and patents covering Program Intellectual Property and are the subject of the exclusive license granted OGS under Section 3.1 but specifically excluding reimbursement for any costs associated with NeoGenesis Patent Rights in existence at the Effective Date including, without limitation, ALIS or QSCD or other NeoGenesis Patent Rights that are not the subject of such exclusive license. If any NeoGenesis Patent Rights that are the subject of OGS reimbursement are subsequently licensed to any other Person, NeoGenesis shall collect patent expenses from such third party and reimburse OGS a proportionate amount of the patent expenses that OGS previously funded, with such proportionate amount being determined with reference to the aggregate number of licensees of such NeoGenesis Patent Rights. OGS shall not be required to reimburse NeoGenesis with respect to any patent costs concerning the NeoGenesis Patent Rights that are the subject of the exclusive license granted OGS under Section 3.1; PROVIDED, that OGS's license shall exclude any intellectual property rights that are the subject of such action (e.g., patent coverage in a particular country) unless and until OGS reimburses NeoGenesis for such costsowned by NeoGenesis. NeoGenesis shall promptly invoice OGS provide notice to Tularik as to all matters that come to its attention that may affect the preparation, filing, prosecution or maintenance of any patents or patent applications covering Program Intellectual Property owned by NeoGenesis. NeoGenesis shall not seek patent protection for all reasonable expenses incurred any NeoGenesis Intellectual Property or Program Intellectual Property owned by NeoGenesis that covers generic claims to any class of compounds developed in relation the course of the Program until: (i) with respect to these activitiesthe Screening Program, the earlier of (A) such time as Tularik has designated Designated Screening Compounds in respect of such class of compounds in accordance with Section 2.8 or (B) such time as the period of time for such designation expires with respect to the Selected Screening Compounds derived from such class of compounds; and (ii) with respect to activities conducted under Section 4A, the date in Section 4A.2 for each party's election of Designated Shared Compounds. In the event that NeoGenesis elects not to file for patent protection under the NeoGenesis Patent Rights or elects not to prosecute or maintain a patent or patent application under the NeoGenesis Patent Rights (hereafter REJECTED RIGHTS) it shall notify OGS Tularik of such decision at least forty-forty five (45) days prior to the due date of any action or payment due. OGS Tularik shall then have the right, but not the obligation obligation, to assume the responsibility therefor then at its own cost and expense. In . (c) Tularik shall have the event that OGS elects sole right, but not the obligation, to assume responsibility for the prosecution prepare, file, prosecute, and maintenance of Rejected Rightsmaintain, such Rejected Rights shall automatically be removed from the scope at Tularik's sole expense (except as provided below), each of the exclusive license granted under Section 3.1. NeoGenesis shall keep OGS currently advised as to the status of all patents and patent applications with respect to the NeoGenesis Tularik Patent Rights and throughout the Territory. Tularik shall supply OGS promptly with furnish or have furnished to NeoGenesis copies of all patents, patent applications, substantive patent office actions, actions and substantive responses relevant to Generic Rights received or filed in connection with such applications. OGS In the case of such patent applications and responses, copies will be furnished to NeoGenesis at least 15 days before filing or mailing, as the case may be. NeoGenesis may itself or through its attorney offer comments and suggestions with respect to the matters that are the subject of this Section 3.3(b3.3(c) relating to Generic Rights and NeoGenesis Tularik agrees to consider such comments and suggestions in good faithsuggestions; PROVIDED that nothing herein shall obligate Tularik to adopt or follow such comments or suggestions. Any differences between NeoGenesis and OGS with respect shall be responsible for all costs relating to the preparation, filing, prosecution, issuance prosecution and maintenance matters will be discussed of any and resolved to their mutual satisfaction using all patent applications covering Generic Rights for which NeoGenesis, its employees or agents is the procedures specified in Section 9.1, if necessary. (c) Subject only sole inventor and [*] of the costs relating to the provisions of Section 3.1(a) above, OGS and NeoGenesis, acting through the Steering Committee, shall select and retain patent counsel mutually acceptable to each of them for the purpose of preparingpreparation, filing, prosecuting, issuing prosecution and maintaining appropriate maintenance of any and all patent applications concerning jointly owned Program Intellectual Propertycovering Generic Rights for which NeoGenesis, its employees or agents are [*]. The parties, acting NeoGenesis shall cooperate in consultation, shall be responsible for the preparation, filing (including filing, prosecution and maintenance of any and all patent applications and patents covering Program Intellectual Property owned by Tularik or obtained by Tularik under Section 3.2(d). Tularik shall promptly provide notice to NeoGenesis as to all matters that come to its attention that may affect the preparation, filing, prosecution or maintenance of any patents or patent applications covering Program Intellectual Property owned by Tularik relating to Generic Rights. Notwithstanding * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. foreign filing decisions)the provisions of this Section 3.3, prosecution and maintenance of such Tularik shall not file any patent applications and patents relating to jointly owned Program Intellectual Property. The parties shall ensure that patent counsel provides each party with copies of documents relevant to application covering the same and each party shall have the opportunity to review and comment on patent decisions made by patent counsel. Any differences between NeoGenesis and OGS Generic Rights without NeoGenesis' prior written consent, with respect to preparationthe Screening Program, filing, prosecution, issuance and maintenance matters will be discussed and resolved to their mutual satisfaction using before the procedures date specified in Section 9.12.8 for Tularik's notice of selection of Designated Screening Compounds or, if necessary; PROVIDED, that if any disagreement regards the costs associated with a particular proposed action, OGS may assume responsibility for such costs and the requirement that the parties mutually agree upon resolution of the matter shall not apply. OGS shall be responsible for all expenses associated with the preparation, filing, prosecution, issuance and maintenance of patents or other intellectual property protection for jointly owned Program Intellectual Property; PROVIDED, that in the event that OGS elects not to pursue a particular action with respect to which activities conducted under Section 4A, the parties disagree regarding costs, NeoGenesis shall have the right to assume such costs and to have such action taken; PROVIDED FURTHER that OGSdate in Section 4A.2 for each party's license shall exclude any intellectual property rights that are the subject election of such action (e.g., patent coverage in a particular country) unless OGS reimburses NeoGenesis for the costs of such actionDesignated Shared Compounds. (d) OGS shall have the sole right, but not the obligation, to file, prosecute, and maintain, at OGS's sole expense, each of the OGS Patent Rights throughout the Territory.

DISCLOSURE; PATENT PROSECUTION. (a) Each of NeoGenesis CBLI and OGS GPI shall promptly and fully disclose to the other in writing reasonably detailed written reports describing any Know-How that might, under the conception applicable U.S. patent laws, be patentable and constitute Program Intellectual Property (whether or reduction to practice, or the discovery, development or making of any not Joint Program Intellectual Property; ), regardless of the place of invention of such Program Know-How. With respect to the Licensed Technology that does not fall under the foregoing sentence, CBLI shall promptly disclose to GPI any Licensed Technology that arises during the term of the Agreement after such time as CBLI has taken steps deemed reasonably necessary by CBLI in its sole discretion to protect such Licensed Technology that constitutes CBLI Patent Rights, and with respect to GPI Intellectual Property will be added that does not fall under the foregoing sentence, GPI shall promptly disclose to ATTACHMENT B (CBLI any GPI Intellectual Property and ATTACHMENT D GPI Patent Rights after such time as GPI has taken steps deemed reasonably necessary by GPI in its sole discretion to protect such GPI Intellectual Property and GPI Patent Rights and only if applicablesuch GPI Intellectual Property and GPI Patent Rights are the subject of the license set forth in Section 2.1(e) and will be subject to the provisions of this Agreementat such time. Within forty-five (45) days following the date of such disclosure regarding the existence of particular Program Intellectual Property that is either (i) solely owned by NeoGenesis, but only to the extent that such Program Intellectual Property relates to the structure of any of the Selected Compounds (during the period prior to designation pursuant to Section 2.6) or Designated Compounds; or (ii) jointly owned by the parties, the Steering Committee shall confer as to the appropriate protection (if any) for such Program Intellectual Property. With respect to , the parties shall mutually confirm the inventorship and ownership of the Program Intellectual Property described in accordance with Section 3.3(a)(i)2.2(b) and, in the case of the Joint Program Intellectual Property, the parties shall confer and mutually agree as to appropriate protection for such determination shall be made having reference to the likelihood that seeking patent protection will adversely effect future filings by OGS with respect to new chemical entities based upon such Designated Compound (or such Selected Compounds if the period for designation has not then expired)Joint Program Intellectual Property, including an application, preparation, prosecution and maintenance strategy. In the event that the Steering Committee [*] on whether patent protection should be sought, Notwithstanding the provisions of this Section 2.5(d) 6.1(a), neither party shall file any Patent Right relating to Program Intellectual Property without prior written mutual confirmation of inventorship and ownership in accordance with the immediate previous sentence nor any Joint Patent Right relating to Joint Program Intellectual Property without the other party’s prior written consent (which shall not apply and the parties agree that the dispute shall be governed by the provisions of Section 9.1unreasonably withheld, delayed or conditioned). (b) Subject only to the provisions last sentence of Section 3.3(a) above (to the extent applicable6.1(a), NeoGenesis CBLI shall have the sole right, but not the obligation, to (i) file, prosecute, and maintain each of the NeoGenesis those CBLI Patent Rights throughout listed on Schedule A-1 and Schedule A-2, at CBLI’s sole expense, in each Major Market Country in the Territory. OGS shall reimburse NeoGenesis for all reasonable, out-of-pocket expenses incurred by NeoGenesis for the filing, prosecution Territory and maintenance of NeoGenesis Patent Rights that arise from Program Intellectual Property and are the subject of the exclusive license granted OGS under Section 3.1 but specifically excluding reimbursement for any costs associated with NeoGenesis Patent Rights in existence at the Effective Date including, without limitation, ALIS or QSCD or other NeoGenesis Patent Rights that are not the subject of such exclusive license. If any NeoGenesis Patent Rights that are the subject of OGS reimbursement are subsequently licensed to any other Person, NeoGenesis shall collect patent expenses from such third party countries within the Territory upon which CBLI and reimburse OGS a proportionate amount of the patent expenses that OGS previously funded, with such proportionate amount being determined with reference to the aggregate number of licensees of such NeoGenesis Patent RightsGPI agree. OGS shall not be required to reimburse NeoGenesis with respect to any patent costs concerning the NeoGenesis Patent Rights that are the subject of the exclusive license granted OGS under Section 3.1; PROVIDED, that OGS's license shall exclude any intellectual property rights that are the subject of such action (e.g., patent coverage in a particular country) unless and until OGS reimburses NeoGenesis for such costs. NeoGenesis CBLI shall promptly invoice OGS for all reasonable expenses incurred in relation furnish or have furnished to these activities. In the event that NeoGenesis elects not to file for patent protection under the NeoGenesis Patent Rights or elects not to prosecute or maintain a patent or patent application under the NeoGenesis Patent Rights (hereafter REJECTED RIGHTS) it shall notify OGS of such decision at least forty-five (45) days prior to the due date of any action or payment due. OGS shall have the right, but not the obligation to assume the responsibility therefor then at its own cost and expense. In the event that OGS elects to assume responsibility for the prosecution and maintenance of Rejected Rights, such Rejected Rights shall automatically be removed from the scope of the exclusive license granted under Section 3.1. NeoGenesis shall keep OGS currently advised as to the status of all patents and patent applications with respect to the NeoGenesis Patent Rights and shall supply OGS promptly with GPI copies of all patents, patent applications, substantive patent office actions, and substantive responses received or filed in connection with such patents and patent applications. OGS In the case of patent applications and responses, copies will be furnished to GPI as soon as possible after CBLI’s receipt of the same; provided, that CBLI shall furnish such copies at least thirty (30) days before filing or mailing, as the case may be. GPI may itself or through its attorney offer comments and suggestions with respect to the matters that are the subject of this Section 3.3(b6.1(b) and NeoGenesis agrees to CBLI shall consider such comments and suggestions suggestions. If reasonably necessary, GPI shall cooperate, at CBLI’s expense, in good faith. Any differences between NeoGenesis and OGS with respect to the preparation, filing, prosecution, issuance prosecution and maintenance of any and all CBLI Patent Rights that are the subject of this Section 6.1(b). CBLI shall promptly provide notice to GPI as to all matters will that come to its attention that may affect the preparation, filing, prosecution or maintenance of any CBLI Patent Rights. In the event that CBLI elects not to file for patent protection, or elects not to prosecute or maintain a patent or patent application under, the CBLI Patent Rights described in this Section 6.1(b) in a particular country(ies), CBLI shall notify GPI of such decision as soon as possible no later than sixty (60) days prior to the final deadline for any pending action or response that may be discussed due with respect to such CBLI Patent Right with the applicable patent authority. In the event GPI provides written notice expressing its interest in prosecuting and resolved maintaining such CBLI Patent Right, CBLI shall cooperate with GPI to their mutual satisfaction using permit GPI to file, prosecute, and maintain such CBLI Patent Rights, at GPI’s sole expense, subject to the procedures specified in provisions of Section 9.1, if necessary6.1(c). (c) Subject only to the provisions last sentence of Section 3.1(a) above, OGS and NeoGenesis, acting through the Steering Committee, shall select and retain patent counsel mutually acceptable to each of them for the purpose of preparing, filing, prosecuting, issuing and maintaining appropriate patent applications concerning jointly owned Program Intellectual Property. The parties, acting in consultation, shall be responsible for the preparation, filing (including * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. foreign filing decisions6.1(a), prosecution and maintenance of such patent applications and patents relating to jointly owned Program Intellectual Property. The parties shall ensure that patent counsel provides each party with copies of documents relevant to the same and each party shall have the opportunity to review and comment on patent decisions made by patent counsel. Any differences between NeoGenesis and OGS with respect to preparation, filing, prosecution, issuance and maintenance matters will be discussed and resolved to their mutual satisfaction using the procedures specified in Section 9.1, if necessary; PROVIDED, that if any disagreement regards the costs associated with a particular proposed action, OGS may assume responsibility for such costs and the requirement that the parties mutually agree upon resolution of the matter shall not apply. OGS shall be responsible for all expenses associated with the preparation, filing, prosecution, issuance and maintenance of patents or other intellectual property protection for jointly owned Program Intellectual Property; PROVIDED, that in the event that OGS elects not to pursue a particular action with respect to which the parties disagree regarding costs, NeoGenesis shall have the right to assume such costs and to have such action taken; PROVIDED FURTHER that OGS's license shall exclude any intellectual property rights that are the subject of such action (e.g., patent coverage in a particular country) unless OGS reimburses NeoGenesis for the costs of such action. (d) OGS GPI shall have the sole right, but not the obligation, to prepare, file, prosecute, and maintain, at OGS's sole expense, maintain each of the OGS CBLI Patent Rights throughout for which CBLI has the first right to file, prosecute and maintain and either elects not to prosecute or that are abandoned by CBLI, each as provided in Section 6.1(b) in the relevant country(ies). With respect to Joint Patent Rights, GPI shall use outside patent counsel reasonably acceptable to both parties, and such outside counsel shall be responsible to both GPI and CBLI, and shall use reasonable efforts to solicit both GPI’s and CBLI’s advice on material prosecution matters related thereto. Such outside patent counsel shall meet with GPI and CBLI patent counsel on a regular basis as needed to discuss strategy for the preparation, filing, prosecution and maintenance of the Joint Patent Rights. GPI shall be solely responsible for costs associated with the GPI Patent Rights and CBLI Patent Rights for which GPI is responsible under this Section 6.1(c). CBLI shall pay the costs associated with the Joint Patent Rights (if any) relating to the CBLI Patent Rights listed on Schedule A-1 and Schedule A-2, in each Major Market Country in the Territory and in any other countries within the Territory upon which CBLI and GPI agree. GPI shall promptly furnish or have furnished to CBLI copies of all patents, patent applications, substantive patent office actions, and substantive responses received or filed in connection with such applications for Joint Patent Rights and CBLI Patent Rights at least thirty (30) days before filing or mailing, as the case may be, and use reasonable efforts to solicit CBLI’s advice and review of Joint Patent Rights and CBLI Patent Rights and material prosecution matters related thereto in reasonable time prior to filing thereof, and GPI shall consider in good faith CBLI’s reasonable comments and suggestions related thereto; provided that nothing herein shall obligate GPI to adopt or follow such comments or suggestions. If reasonably necessary, CBLI shall cooperate in the preparation, filing, prosecution and maintenance of any GPI Patent Rights (at GPI’s expense), CBLI Patent Rights (at CBLI’s expense) or Joint Patent Rights (at each of GPI’s and CBLI’s expense, allocated on a pro rata basis for Joint Patent Rights prosecuted in the Major Market Countries or at GPI’s expense for any other countries). (d) The parties will cooperate with one another in connection with any request for patent term extension under 35 U.S.C. §156 in the U.S., or analogous statutes or regulations in other jurisdictions in the Territory, for patents relating to the Products.

DISCLOSURE; PATENT PROSECUTION. (a) Each of NeoGenesis and OGS Immusol shall promptly disclose to the other in writing any Invention that might, under the conception or reduction to practiceapplicable U.S. patent laws, or the discovery, development or making of any be patentable and constitutes Program Intellectual Property; such . Such Program Intellectual Property will be added to ATTACHMENT B (and ATTACHMENT D if applicable) and will be subject to the provisions of this Agreement. B. Within forty-forty five (45) days following the date of such disclosure regarding the existence of particular Program Intellectual Property that is either (i) solely owned by NeoGenesis, but only to the extent that such Program Intellectual Property relates to the structure of any of the Selected Compounds (during the period prior to designation pursuant to Section 2.6) or Designated Compounds; or (ii) jointly owned by the partiesowned, the Steering Committee parties shall confer and mutually agree as to the appropriate protection (if any) for such Program Intellectual Property, including a patent application, preparation, prosecution and maintenance strategy. With respect Notwithstanding the provisions of this Section 4.3, neither party shall file any Program Patent Right relating to the Program Intellectual Property described Section 3.3(a)(i), such determination shall be made having reference to that is jointly owned without the likelihood that seeking patent protection will adversely effect future filings by OGS with respect to new chemical entities based upon such Designated Compound (or such Selected Compounds if the period for designation has not then expired). In the event that the Steering Committee [*] on whether patent protection should be sought, the provisions of Section 2.5(d) shall not apply and the parties agree that the dispute shall be governed by the provisions of Section 9.1other party's prior written consent. (b) Subject only to the provisions of Section 3.3(a) above (to the extent applicable), NeoGenesis shall have the sole right, but not the obligation, to file, prosecute, and maintain maintain, at NeoGenesis' sole expense, each of the NeoGenesis Patent Rights throughout the Territory. OGS NeoGenesis shall reimburse promptly furnish or have furnished to Immusol copies of all patents, patent applications, substantive patent office actions, and substantive responses received or filed in connection with such applications (other than patents and patent applications covering solely NeoGenesis for all reasonableIntellectual Property that is not licensed to Immusol under Section 4.1 or assigned to Immusol pursuant to Section 4.2(b)). In the case of patent applications and responses, out-of-pocket expenses incurred by copies will be furnished to Immusol at least fifteen (15) days before filing or mailing, as the case may be. Immusol may itself or through its attorney offer comments and suggestions with respect to the matters that are the subject of this Section 4.3(b) and NeoGenesis for agrees to consider such comments and suggestions; PROVIDED that nothing herein shall obligate NeoGenesis to adopt or follow such comments or suggestions. Immusol shall cooperate in the preparation, filing, prosecution and maintenance of NeoGenesis Patent Rights that arise from any and all patent applications and patents covering Program Intellectual Property and are the subject of the exclusive license granted OGS under Section 3.1 but specifically excluding reimbursement for any costs associated with owned by NeoGenesis Patent Rights in existence at the Effective Date including, without limitation, ALIS or QSCD or other obtained by *=CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. NeoGenesis Patent Rights that are not the subject of such exclusive license. If any NeoGenesis Patent Rights that are the subject of OGS reimbursement are subsequently licensed to any other Person, NeoGenesis shall collect patent expenses from such third party and reimburse OGS a proportionate amount of the patent expenses that OGS previously funded, with such proportionate amount being determined with reference pursuant to the aggregate number last sentence of licensees of such NeoGenesis Patent Rights. OGS shall not be required to reimburse NeoGenesis with respect to any patent costs concerning the NeoGenesis Patent Rights that are the subject of the exclusive license granted OGS under Section 3.1; PROVIDED, that OGS's license shall exclude any intellectual property rights that are the subject of such action (e.g., patent coverage in a particular country) unless and until OGS reimburses NeoGenesis for such costs4.2(b. NeoGenesis shall promptly invoice OGS provide notice to Immusol as to all matters that come to its attention that may affect the preparation, filing, prosecution or maintenance of any patents or patent applications covering Program Intellectual Property owned by NeoGenesis. NeoGenesis shall not seek patent protection for all reasonable expenses incurred any NeoGenesis Intellectual Property or Program Intellectual Property owned by NeoGenesis covering any Designated Shared Compounds and Derivative Compounds (including any generic composition of matter claims with respect thereto and any Selected Shared Compounds contained therein) until the date specified in relation to these activitiesSection 3.2 for each party's election of Designated Shared Compounds. In the event that NeoGenesis elects not to file for patent protection under the NeoGenesis Patent Rights or elects not to prosecute or maintain a patent or patent application under the NeoGenesis Patent Rights (hereafter REJECTED RIGHTS) it shall notify OGS Immusol of such decision at least forty-forty five (45) days prior to the due date of any action or payment due. OGS Immusol shall then have the right, but not the obligation obligation, to assume the responsibility therefor then at its own cost and expense. In . (c) Immusol shall have the event that OGS elects sole right, but not the obligation, to assume responsibility for the prosecution prepare, file, prosecute, and maintenance of Rejected Rightsmaintain, such Rejected Rights shall automatically be removed from the scope at Immusol's sole expense, each of the exclusive license granted under Section 3.1. NeoGenesis shall keep OGS currently advised as to the status of all patents and patent applications with respect to the NeoGenesis Immusol Patent Rights and throughout the Territory. Immusol shall supply OGS promptly with furnish or have furnished to NeoGenesis copies of all patents, patent applications, substantive patent office actions, actions and substantive responses received or filed in connection with such applicationsapplications (other than patents and patent applications covering solely Immusol Intellectual Property that is not licensed to NeoGenesis under Section 4.1 or assigned to NeoGenesis pursuant to Section 4.2(b)). OGS In the case of such patent applications and responses, copies will be furnished to NeoGenesis at least fifteen (15) days before filing or mailing, as the case may be. NeoGenesis may itself or through its attorney offer comments and suggestions with respect to the matters that are the subject of this Section 3.3(b4.3(c) and NeoGenesis Immusol agrees to consider such comments and suggestions suggestions; PROVIDED that nothing herein shall obligate Immusol to adopt or follow such comments or suggestions. NeoGenesis shall cooperate in good faith. Any differences between NeoGenesis and OGS with respect to the preparation, filing, prosecution, issuance prosecution and maintenance matters will be discussed of any and resolved to their mutual satisfaction using the procedures specified in Section 9.1, if necessary. (c) Subject only all patent applications and patents covering Program Intellectual Property owned by Immusol or obtained by Immusol pursuant to the provisions last sentence of Section 3.1(a) above, OGS and NeoGenesis, acting through 4.2(b). Immusol shall promptly provide notice to NeoGenesis as to all matters that come to its attention that may affect the Steering Committee, shall select and retain patent counsel mutually acceptable to each of them for the purpose of preparingpreparation, filing, prosecuting, issuing and maintaining appropriate prosecution or maintenance of any patents or patent applications concerning jointly owned covering Program Intellectual Property. The parties, acting in consultation, shall be responsible for the preparation, filing (including * = Property owned by Immusol relating to Generic *=CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. foreign filing decisions), prosecution and maintenance of such patent applications and patents relating to jointly owned Program Intellectual Property. The parties shall ensure that patent counsel provides each party with copies of documents relevant to the same and each party shall have the opportunity to review and comment on patent decisions made by patent counsel. Any differences between NeoGenesis and OGS with respect to preparation, filing, prosecution, issuance and maintenance matters will be discussed and resolved to their mutual satisfaction using the procedures specified in Section 9.1, if necessary; PROVIDED, that if any disagreement regards the costs associated with a particular proposed action, OGS may assume responsibility for such costs and the requirement that the parties mutually agree upon resolution of the matter shall not apply. OGS shall be responsible for all expenses associated with the preparation, filing, prosecution, issuance and maintenance of patents or other intellectual property protection for jointly owned Program Intellectual Property; PROVIDED, that in the event that OGS elects not to pursue a particular action with respect to which the parties disagree regarding costs, NeoGenesis shall have the right to assume such costs and to have such action taken; PROVIDED FURTHER that OGS's license shall exclude any intellectual property rights that are the subject of such action (e.g., patent coverage in a particular country) unless OGS reimburses NeoGenesis for the costs of such action. (d) OGS shall have the sole right, but not the obligation, to file, prosecute, and maintain, at OGS's sole expense, each of the OGS Patent Rights throughout the Territory.

DISCLOSURE; PATENT PROSECUTION. (a) Each of NeoGenesis and OGS CUSTOMER shall promptly disclose to the other the conception or reduction to practice, or the discovery, development or making knowledge of any Program Intellectual Property; such , described under clause (a) or (b) of the definition of Program Intellectual Property will be added to ATTACHMENT B (and ATTACHMENT D if applicable) and will be subject to the provisions of this Agreement. Within forty-five (45) days following the date of such disclosure regarding the existence of particular Program Intellectual Property that is either (i) solely owned by NeoGenesis, but only to the extent that such Program Intellectual Property relates to the structure of any of the Selected Compounds (during the period prior to designation pursuant to Section 2.6) or Designated Compounds; or (ii) jointly owned by the partiesowned, the Steering Committee parties shall confer as to the appropriate protection (if any) for such Program Intellectual Property. With respect to the Program Intellectual Property described Section 3.3(a)(i)Except as otherwise expressly provided herein, such determination all other inventions and discoveries governed by this Agreement shall be made having reference to the likelihood that seeking owned based on inventorship, as inventorship is determined in accordance with United States patent protection will adversely effect future filings by OGS with respect to new chemical entities based upon such Designated Compound (or such Selected Compounds if the period for designation has not then expired)law. In the event that the Steering Committee [*] on whether patent protection should be soughtExcept as specifically provided under this Agreement, the provisions transfer of Section 2.5(d) physical possession and use of any technology by CUSTOMER or NeoGenesis, as the case may be, shall not apply and be (nor be construed as) a license, sale, lease, offer to sell or lease, or other transfer of title of such technology to CUSTOMER or NeoGenesis, as the parties agree that the dispute shall be governed by the provisions of Section 9.1case may be. (b) Subject only to the provisions of Except as provided in this Section 3.3(a) above (to the extent applicable)3.3 or Section 3.4, NeoGenesis shall have the sole right, at its cost, but not the obligation, to file, prosecute, and maintain each of the NeoGenesis Patent Rights throughout the Territory. OGS NeoGenesis shall reimburse NeoGenesis for keep CUSTOMER currently advised as to the status of all reasonable, out-of-pocket expenses incurred by NeoGenesis for patents and patent applications with respect to the filing, prosecution and maintenance of NeoGenesis Patent Rights that arise from Program Intellectual Property and are shall supply CUSTOMER promptly with copies of all patents, patent applications, substantive patent office actions, substantive responses received or filed in connection with such applications. CUSTOMER may itself or through its attorney offer comments and suggestions with respect to the subject of the exclusive license granted OGS under Section 3.1 but specifically excluding reimbursement for any costs associated with NeoGenesis Patent Rights in existence at the Effective Date including, without limitation, ALIS or QSCD or other NeoGenesis Patent Rights that are not the subject of such exclusive license. If any NeoGenesis Patent Rights matters that are the subject of OGS reimbursement are subsequently licensed this Section 3.3(b) and NeoGenesis agrees to any other Person, consider in good faith such comments and suggestions; PROVIDED that nothing herein shall obligate NeoGenesis shall collect patent expenses from to adopt or follow such third party and reimburse OGS a proportionate amount of the patent expenses that OGS previously funded, with such proportionate amount being determined with reference to the aggregate number of licensees of such NeoGenesis Patent Rights. OGS shall not be required to reimburse NeoGenesis with respect to any patent costs concerning the NeoGenesis Patent Rights that are the subject of the exclusive license granted OGS under Section 3.1; PROVIDED, that OGS's license shall exclude any intellectual property rights that are the subject of such action (e.g., patent coverage in a particular country) unless and until OGS reimburses NeoGenesis for such costs. NeoGenesis shall promptly invoice OGS for all reasonable expenses incurred in relation to these activitiescomments or suggestions. In the event that NeoGenesis elects not to file for patent protection under the NeoGenesis Patent Rights or elects not to prosecute or maintain a patent or patent application under the NeoGenesis Patent Rights (hereafter REJECTED RIGHTS) it shall notify OGS CUSTOMER of such decision at least forty-five (45) days prior to the due date of any action or payment due. OGS CUSTOMER shall have the right, but not the obligation to assume the responsibility therefor then at its own cost and expense. It is understood that while NeoGenesis has not sought, and will not seek, patent protection on any of the compounds that will be screened in the conduct of the Screening Program, NeoGenesis may seek patent protection for Selected Compounds, including analogs, homologs and isomers thereof, in the event and to the extent that NeoGenesis determines it can seek "generic composition of matter claims" (which for purposes of this Agreement shall not include any Target specific claims of utility) with respect to such compounds (any such patents are referred to as "GENERIC PATENT RIGHTS"). Upon the selection by CUSTOMER of a Designated Compound, CUSTOMER shall have the sole right, at its cost, but not the obligation, to file, prosecute, and maintain each of the NeoGenesis Patent Rights related to the Licensed Technology embodied in or related to such Designated Compound. In the event that OGS CUSTOMER elects not to assume responsibility file for patent protection under such Licensed Technology or elects not to prosecute or maintain a patent or patent application thereunder it shall notify NeoGenesis of such decision at least forty-five (45) days * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. prior to the prosecution and maintenance due date of Rejected Rights, such Rejected Rights shall automatically be removed from the scope of the exclusive license granted under Section 3.1any action or payment due. NeoGenesis shall keep OGS currently advised as have the right, but not the obligation to assume the status responsibility therefor then at its own cost and expense. (c) CUSTOMER and NeoGenesis, acting through the Steering Committee, shall select and retain patent counsel mutually acceptable to each of all patents them for the purpose of preparing, prosecuting, issuing and maintaining appropriate patent applications with respect to the NeoGenesis Patent Rights concerning jointly owned Program Intellectual Property on behalf of both CUSTOMER and shall supply OGS promptly with copies of all patents, patent applications, substantive patent office actions, substantive responses received or filed in connection with such applications. OGS may itself or through its attorney offer comments and suggestions with respect to the matters that are the subject of this Section 3.3(b) and NeoGenesis agrees to consider such comments and suggestions in good faithNeoGenesis. Any differences between NeoGenesis and OGS CUSTOMER with respect to preparation, filing, prosecution, issuance and maintenance matters will be discussed and resolved to their mutual satisfaction using the procedures specified in Section 9.1, if necessary. (c) Subject only to the provisions of Section 3.1(a) above, OGS and NeoGenesis, acting through the Steering Committee, shall select and retain patent counsel mutually acceptable to each of them for the purpose of preparing, filing, prosecuting, issuing and maintaining appropriate patent applications concerning jointly owned Program Intellectual Property. The parties, acting in consultation, shall be responsible for the preparation, filing (including * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. foreign filing decisions), prosecution and maintenance of such patent applications and patents relating to jointly owned Program Intellectual Property. The parties shall ensure that patent counsel provides each party with copies of documents relevant to the same and each party shall have the opportunity to review and comment on patent decisions made by patent counsel. Any differences between NeoGenesis and OGS with respect to preparation, filing, prosecution, issuance and maintenance matters will be discussed and resolved to their mutual satisfaction using the procedures specified share equally in Section 9.1, if necessary; PROVIDED, that if any disagreement regards the costs associated with a particular proposed action, OGS may assume responsibility for such costs and the requirement that the parties mutually agree upon resolution of the matter shall not apply. OGS shall be responsible for all expenses associated with the preparation, filing, prosecution, issuance and maintenance of patents or other intellectual property protection for jointly owned Program Intellectual Property; PROVIDED, that in the event that OGS the parties disagree regarding the costs of a particular action and either party elects not to pursue a particular action with respect to which the parties disagree regarding costs(e.g., NeoGenesis patent coverage in a particular country) either party shall have the right to assume such costs and to have such action taken; PROVIDED FURTHER that OGS's license the rights of the party which elects not to participate in such expenses shall exclude not include any intellectual property rights such Program Patent Rights that are the subject of such action (e.g., patent coverage in a particular country) unless OGS such party reimburses NeoGenesis the other party for one half (50%) of the costs of such actionaction PLUS interest on such reimbursement from the date such costs were incurred calculated at the rate specified in Section 4.4(b). (d) OGS CUSTOMER shall have the sole right, but not the obligation, to file, prosecute, and maintain, at OGSCUSTOMER's sole expense, each of the OGS CUSTOMER Patent Rights throughout the TerritoryTerritory and shall be responsible for all the costs related thereto.

DISCLOSURE; PATENT PROSECUTION. (a) Each of NeoGenesis and OGS Immusol shall promptly disclose to the other in writing any Invention that might, under the conception or reduction to practiceapplicable U.S. patent laws, or the discovery, development or making of any be patentable and constitutes Program Intellectual Property; such . Such Program Intellectual Property will be added to ATTACHMENT B (and ATTACHMENT D if applicable) and will be subject to the provisions of this Agreement. B. Within forty-forty five (45) days following the date of * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. 44 such disclosure regarding the existence of particular Program Intellectual Property that is either (i) solely owned by NeoGenesis, but only to the extent that such Program Intellectual Property relates to the structure of any of the Selected Compounds (during the period prior to designation pursuant to Section 2.6) or Designated Compounds; or (ii) jointly owned by the partiesowned, the Steering Committee parties shall confer and mutually agree as to the appropriate protection (if any) for such Program Intellectual Property, including a patent application, preparation, prosecution and maintenance strategy. With respect Notwithstanding the provisions of this Section 4.3, neither party shall file any Program Patent Right relating to the Program Intellectual Property described Section 3.3(a)(i), such determination shall be made having reference to that is jointly owned without the likelihood that seeking patent protection will adversely effect future filings by OGS with respect to new chemical entities based upon such Designated Compound (or such Selected Compounds if the period for designation has not then expired). In the event that the Steering Committee [*] on whether patent protection should be sought, the provisions of Section 2.5(d) shall not apply and the parties agree that the dispute shall be governed by the provisions of Section 9.1other party's prior written consent. (b) Subject only to the provisions of Section 3.3(a) above (to the extent applicable), NeoGenesis shall have the sole right, but not the obligation, to file, prosecute, and maintain maintain, at NeoGenesis' sole expense, each of the NeoGenesis Patent Rights throughout the Territory. OGS NeoGenesis shall reimburse promptly furnish or have furnished to Immusol copies of all patents, patent applications, substantive patent office actions, and substantive responses received or filed in connection with such applications (other than patents and patent applications covering solely NeoGenesis for all reasonableIntellectual Property that is not licensed to Immusol under Section 4.1 or assigned to Immusol pursuant to Section 4.2(b)). In the case of patent applications and responses, out-of-pocket expenses incurred by copies will be furnished to Immusol at least fifteen (15) days before filing or mailing, as the case may be. Immusol may itself or through its attorney offer comments and suggestions with respect to the matters that are the subject of this Section 4.3(b) and NeoGenesis for agrees to consider such comments and suggestions; PROVIDED that nothing herein shall obligate NeoGenesis to adopt or follow such comments or suggestions. Immusol shall cooperate in the preparation, filing, prosecution and maintenance of NeoGenesis Patent Rights that arise from any and all patent applications and patents covering Program Intellectual Property and are the subject of the exclusive license granted OGS under Section 3.1 but specifically excluding reimbursement for any costs associated with owned by NeoGenesis Patent Rights in existence at the Effective Date including, without limitation, ALIS or QSCD or other obtained by NeoGenesis Patent Rights that are not the subject of such exclusive license. If any NeoGenesis Patent Rights that are the subject of OGS reimbursement are subsequently licensed to any other Person, NeoGenesis shall collect patent expenses from such third party and reimburse OGS a proportionate amount of the patent expenses that OGS previously funded, with such proportionate amount being determined with reference pursuant to the aggregate number last sentence of licensees of such NeoGenesis Patent Rights. OGS shall not be required to reimburse NeoGenesis with respect to any patent costs concerning the NeoGenesis Patent Rights that are the subject of the exclusive license granted OGS under Section 3.1; PROVIDED, that OGS's license shall exclude any intellectual property rights that are the subject of such action (e.g., patent coverage in a particular country) unless and until OGS reimburses NeoGenesis for such costs4.2(b. NeoGenesis shall promptly invoice OGS provide notice to Immusol as to all matters that come to its attention that may affect the preparation, filing, prosecution or maintenance of any patents or patent applications covering Program Intellectual Property owned by NeoGenesis. NeoGenesis shall not seek patent protection for all reasonable expenses incurred any NeoGenesis Intellectual Property or Program Intellectual Property owned by NeoGenesis covering any Designated Shared Compounds and Derivative Compounds (including any generic composition of matter claims with respect thereto and any Selected Shared Compounds contained therein) until the date specified in relation to these activitiesSection 3.2 for each party's election of Designated Shared Compounds. In the event that NeoGenesis elects not to file for patent protection under the NeoGenesis Patent Rights or elects not to prosecute or maintain a patent or patent application under the NeoGenesis Patent Rights (hereafter REJECTED RIGHTS) it shall notify OGS Immusol of such decision at least forty-forty five (45) days prior to the due date of any * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. 45 action or payment due. OGS Immusol shall then have the right, but not the obligation obligation, to assume the responsibility therefor then at its own cost and expense. In . (c) Immusol shall have the event that OGS elects sole right, but not the obligation, to assume responsibility for the prosecution prepare, file, prosecute, and maintenance of Rejected Rightsmaintain, such Rejected Rights shall automatically be removed from the scope at Immusol's sole expense, each of the exclusive license granted under Section 3.1. NeoGenesis shall keep OGS currently advised as to the status of all patents and patent applications with respect to the NeoGenesis Immusol Patent Rights and throughout the Territory. Immusol shall supply OGS promptly with furnish or have furnished to NeoGenesis copies of all patents, patent applications, substantive patent office actions, actions and substantive responses received or filed in connection with such applicationsapplications (other than patents and patent applications covering solely Immusol Intellectual Property that is not licensed to NeoGenesis under Section 4.1 or assigned to NeoGenesis pursuant to Section 4.2(b)). OGS In the case of such patent applications and responses, copies will be furnished to NeoGenesis at least fifteen (15) days before filing or mailing, as the case may be. NeoGenesis may itself or through its attorney offer comments and suggestions with respect to the matters that are the subject of this Section 3.3(b4.3(c) and NeoGenesis Immusol agrees to consider such comments and suggestions suggestions; PROVIDED that nothing herein shall obligate Immusol to adopt or follow such comments or suggestions. NeoGenesis shall cooperate in good faith. Any differences between NeoGenesis and OGS with respect to the preparation, filing, prosecution, issuance and maintenance matters will be discussed and resolved to their mutual satisfaction using the procedures specified in Section 9.1, if necessary. (c) Subject only to the provisions of Section 3.1(a) above, OGS and NeoGenesis, acting through the Steering Committee, shall select and retain patent counsel mutually acceptable to each of them for the purpose of preparing, filing, prosecuting, issuing and maintaining appropriate patent applications concerning jointly owned Program Intellectual Property. The parties, acting in consultation, shall be responsible for the preparation, filing (including * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. foreign filing decisions), prosecution and maintenance of such any and all patent applications and patents relating to jointly owned covering Program Intellectual Property. The parties shall ensure that patent counsel provides each party with copies of documents relevant Property owned by Immusol or obtained by Immusol pursuant to the same and each party last sentence of Section 4.2(b). Immusol shall have the opportunity promptly provide notice to review and comment on patent decisions made by patent counsel. Any differences between NeoGenesis and OGS with respect as to preparation, filing, prosecution, issuance and maintenance all matters will be discussed and resolved that come to their mutual satisfaction using the procedures specified in Section 9.1, if necessary; PROVIDED, its attention that if any disagreement regards the costs associated with a particular proposed action, OGS may assume responsibility for such costs and the requirement that the parties mutually agree upon resolution of the matter shall not apply. OGS shall be responsible for all expenses associated with affect the preparation, filing, prosecution, issuance and prosecution or maintenance of any patents or other intellectual property protection for jointly owned patent applications covering Program Intellectual Property; PROVIDED, that in the event that OGS elects Property owned by Immusol relating to Generic Rights. Immusol shall not to pursue a particular action file any patent application covering any Designated Shared Compounds and Derivative Compounds (including any generic composition of matter claims with respect to which thereto and any Selected Shared Compounds contained therein) without NeoGenesis' prior written consent before the parties disagree regarding costs, NeoGenesis shall have the right to assume such costs and to have such action taken; PROVIDED FURTHER that OGSdate specified in Section 3.2 for each party's license shall exclude any intellectual property rights that are the subject election of such action (e.g., patent coverage in a particular country) unless OGS reimburses NeoGenesis for the costs of such actionDesignated Shared Compounds. (d) OGS shall have the sole right, but not the obligation, to file, prosecute, and maintain, at OGS's sole expense, each of the OGS Patent Rights throughout the Territory.

DISCLOSURE; PATENT PROSECUTION. (a) Each of NeoGenesis and OGS Mitsubishi shall promptly disclose to the other the conception or reduction to practice, or the discovery, development or making knowledge of any Program Intellectual Property; such Program Intellectual Property will be added to ATTACHMENT B (and ATTACHMENT D if applicable) and will be subject to the provisions of this Agreement. Within forty-five (45) days following the date of such disclosure regarding the existence of particular Program Intellectual Property that is either (i) solely owned by NeoGenesis, but only to the extent that such Program Intellectual Property relates to the structure of any of the Selected Compounds (during the period prior to designation pursuant to Section 2.6) or Designated Compounds; or (ii) jointly owned by the partiesowned, the Steering Committee parties shall confer as to the appropriate protection (if any) for such Program Intellectual Property. With respect to Notwithstanding the provision of this Section 3.3, no party shall file, prosecute and maintain any Program Intellectual Property described Section 3.3(a)(i), such determination shall be made having reference to Patent Right without the likelihood that seeking patent protection will adversely effect future filings by OGS with respect to new chemical entities based upon such other party's prior written consent before the date specified in ATTACHMENT A for Mitsubishi's notice of Designated Compound (or such Selected Compounds if the period for designation has not then expired). In the event that the Steering Committee [*] on whether patent protection should be sought, the provisions of Section 2.5(d) shall not apply and the parties agree that the dispute shall be governed by the provisions of Section 9.1Compounds. (b) Subject only to the provisions of Section 3.3(a) above (to the extent applicable), NeoGenesis shall have the sole right, but not the obligation, to file, prosecute, and maintain each of the NeoGenesis Patent Rights throughout the Territory. OGS NeoGenesis shall reimburse NeoGenesis be responsible for all reasonable, out-of-pocket cost and expenses incurred by NeoGenesis for the filing, prosecution and maintenance of NeoGenesis Patent Rights that arise from Program Intellectual Property Rights. NeoGenesis shall keep Mitsubishi currently advised as to the status of all patents and are patent applications with respect to the subject of the exclusive license granted OGS under Section 3.1 but specifically excluding reimbursement for any costs associated with NeoGenesis Patent Rights and shall supply Mitsubishi promptly with copies of all patents, patent applications, substantive patent office actions, substantive responses received or filed in existence at connection with such applications. Mitsubishi may itself or through its attorney offer comments and suggestions with respect to the Effective Date including, without limitation, ALIS or QSCD or other NeoGenesis Patent Rights that are not the subject of such exclusive license. If any NeoGenesis Patent Rights matters that are the subject of OGS reimbursement are subsequently licensed this Section 3.3(b) and NeoGenesis agrees to any other Person, consider such comments and suggestions; PROVIDED that nothing herein shall obligate NeoGenesis shall collect patent expenses from to adopt or follow such third party and reimburse OGS a proportionate amount of the patent expenses that OGS previously funded, with such proportionate amount being determined with reference to the aggregate number of licensees of such NeoGenesis Patent Rights. OGS shall not be required to reimburse NeoGenesis with respect to any patent costs concerning the NeoGenesis Patent Rights that are the subject of the exclusive license granted OGS under Section 3.1; PROVIDED, that OGS's license shall exclude any intellectual property rights that are the subject of such action (e.g., patent coverage in a particular country) unless and until OGS reimburses NeoGenesis for such costs. NeoGenesis shall promptly invoice OGS for all reasonable expenses incurred in relation to these activitiescomments or suggestions. In the event that NeoGenesis elects not to file for patent protection under the NeoGenesis Patent Rights or elects not to prosecute or maintain a patent or patent application under the NeoGenesis Patent Rights (hereafter REJECTED RIGHTS) it shall notify OGS Mitsubishi of such decision at least forty-five (45) days prior to the due date of any action or payment due. OGS Mitsubishi shall have the right, but not the obligation obligation, to be assigned such patents from NeoGenesis and to assume the responsibility therefor then at its own cost and expense. In the event that OGS elects to assume responsibility for the prosecution and maintenance of Rejected Rights, such Rejected Rights shall automatically be removed from the scope of the exclusive license granted under Section 3.1. NeoGenesis shall keep OGS currently advised as to the status of all patents and patent applications with respect to the NeoGenesis Patent Rights and shall supply OGS promptly with copies of all patents, patent applications, substantive patent office actions, substantive responses received or filed in connection with such applications. OGS may itself or through its attorney offer comments and suggestions with respect to the matters that are the subject of this Section 3.3(b) and NeoGenesis agrees to consider such comments and suggestions in good faith. Any differences between NeoGenesis and OGS with respect to preparation, filing, prosecution, issuance and maintenance matters will be discussed and resolved to their mutual satisfaction using the procedures specified in Section 9.1, if necessary. (c) Subject only to the provisions of Section 3.1(a) aboveMitsubishi and NeoGenesis shall discuss Joint Program Patent Rights issues, OGS and NeoGenesis, acting through the Steering Committee, shall select and retain patent counsel mutually acceptable to each of them them, which patent counsel may be Mitsubishi patent counsel or NeoGenesis patent counsel or third party patent counsel as the parties mutually agree, for the purpose of preparing, filing, prosecuting, issuing and maintaining appropriate patent applications concerning jointly owned Joint Program Intellectual PropertyPatent Rights. The partiesMitsubishi, acting in consultationconsultation with NeoGenesis, shall be responsible for the preparation, filing (including foreign filing * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. foreign filing decisions), prosecution and maintenance of such patent applications and patents relating to jointly owned Program Intellectual PropertyPatents Rights. The parties shall ensure that Designated patent counsel provides each party with shall furnish or have furnished to Mitsubishi and NeoGenesis copies of documents relevant to the same and each party shall have provide Mitsubishi and NeoGenesis with the opportunity to review and comment on patent decisions made by patent counsel. Any differences between NeoGenesis and OGS Mitsubishi with respect to preparation, filing, prosecution, issuance and maintenance matters will be discussed and resolved to their mutual satisfaction using the procedures specified in Section 9.1, if necessary; PROVIDED, that if any disagreement regards solely the costs associated with a particular proposed action, OGS either party may assume responsibility for such costs and the requirement that the parties mutually agree upon resolution of the matter shall not apply. OGS NeoGenesis and Mitsubishi shall equally be responsible for all expenses associated with the preparation, filing, prosecution, issuance and maintenance of patents or other intellectual property protection for jointly owned Joint Program Intellectual PropertyPatent Rights; PROVIDED, that in the event that OGS either party elects not to pursue a particular action with respect to which the parties disagree regarding costs, NeoGenesis the other party shall have the right to assume such costs and to have such action taken; PROVIDED FURTHER that OGS's license the rights of the party that does not pay its portion of such costs shall exclude any intellectual property rights that are the subject of such action (e.g., patent coverage in a particular country) unless OGS such party reimburses NeoGenesis the other party for one-half (50%) of the costs of such action. (d) OGS Mitsubishi shall have the sole right, but not the obligation, to file, prosecute, and maintain, at OGSMitsubishi's sole expense, each of the OGS Mitsubishi Patent Rights throughout the Territory.

DISCLOSURE; PATENT PROSECUTION. (a) Each of NeoGenesis and OGS CUSTOMER shall promptly disclose to the other the conception or reduction to practice, or the discovery, development or making knowledge of any Program Intellectual Property; such , described under clause (a) or (b) of the definition of Program Intellectual Property will be added to ATTACHMENT B (and ATTACHMENT D if applicable) and will be subject to the provisions of this Agreement. Within forty-five (45) days following the date of such disclosure regarding the existence of particular Program Intellectual Property that is either (i) solely owned by NeoGenesis, but only to the extent that such Program Intellectual Property relates to the structure of any of the Selected Compounds (during the period prior to designation pursuant to Section 2.6) or Designated Compounds; or (ii) jointly owned by the partiesowned, the Steering Committee parties shall confer as to the appropriate protection (if any) for such Program Intellectual Property. With respect to the Program Intellectual Property described Section 3.3(a)(i)Except as otherwise expressly provided herein, such determination all other inventions and discoveries governed by this Agreement shall be made having reference to the likelihood that seeking owned based on inventorship, as inventorship is determined in accordance with United States patent protection will adversely effect future filings by OGS with respect to new chemical entities based upon such Designated Compound (or such Selected Compounds if the period for designation has not then expired)law. In the event that the Steering Committee [*] on whether patent protection should be soughtExcept as specifically provided under this Agreement, the provisions transfer of Section 2.5(d) physical possession and use of any technology by CUSTOMER or NeoGenesis, as the case may be, shall not apply and be (nor be construed as) a license, sale, lease, offer to sell or lease, or other transfer of title of such technology to CUSTOMER or NeoGenesis, as the parties agree that the dispute shall be governed by the provisions of Section 9.1case may be. (b) Subject only to the provisions of Except as provided in this Section 3.3(a) above (to the extent applicable)3.3 or Section 3.4, NeoGenesis shall have the sole right, at its cost, but not the obligation, to file, prosecute, and maintain each of the NeoGenesis Patent Rights throughout the Territory. OGS NeoGenesis shall reimburse NeoGenesis for keep CUSTOMER currently advised as to the status of all reasonable, out-of-pocket expenses incurred by NeoGenesis for patents and patent applications with respect to the filing, prosecution and maintenance of NeoGenesis Patent Rights that arise from Program Intellectual Property and are shall supply CUSTOMER promptly with copies of all patents, patent applications, substantive patent office actions, substantive responses received or filed in connection with such applications. CUSTOMER may itself or through its attorney offer comments and suggestions with respect to the subject of the exclusive license granted OGS under Section 3.1 but specifically excluding reimbursement for any costs associated with NeoGenesis Patent Rights in existence at the Effective Date including, without limitation, ALIS or QSCD or other NeoGenesis Patent Rights that are not the subject of such exclusive license. If any NeoGenesis Patent Rights matters that are the subject of OGS reimbursement are subsequently licensed this Section 3.3(b) and NeoGenesis agrees to any other Person, consider in good faith such comments and suggestions; PROVIDED that nothing herein shall obligate NeoGenesis shall collect patent expenses from to adopt or follow such third party and reimburse OGS a proportionate amount of the patent expenses that OGS previously funded, with such proportionate amount being determined with reference to the aggregate number of licensees of such NeoGenesis Patent Rights. OGS shall not be required to reimburse NeoGenesis with respect to any patent costs concerning the NeoGenesis Patent Rights that are the subject of the exclusive license granted OGS under Section 3.1; PROVIDED, that OGS's license shall exclude any intellectual property rights that are the subject of such action (e.g., patent coverage in a particular country) unless and until OGS reimburses NeoGenesis for such costs. NeoGenesis shall promptly invoice OGS for all reasonable expenses incurred in relation to these activitiescomments or suggestions. In the event that NeoGenesis elects not to file for patent protection under the NeoGenesis Patent Rights or elects not to prosecute or maintain a patent or patent application under the NeoGenesis Patent Rights (hereafter REJECTED RIGHTS) it shall notify OGS CUSTOMER of such decision at least forty-five (45) days prior to the due date of any action or payment due. OGS CUSTOMER shall have the right, but not the obligation to assume the responsibility therefor then at its own cost and expense. It is understood that while NeoGenesis has not sought, and will not seek, patent protection on any of the compounds that will be screened in the conduct of the Screening Program, NeoGenesis may seek patent protection for Selected Compounds, including analogs, homologs and isomers thereof, in the event and to the extent that NeoGenesis determines it can seek "generic composition of matter claims" (which for purposes of this Agreement shall not include any Target specific claims of utility) with respect to such compounds (any such patents are referred to as "GENERIC PATENT RIGHTS"). Upon the selection by CUSTOMER of a Designated Compound, CUSTOMER shall have the sole right, at its cost, but not the obligation, to file, prosecute, and maintain each of the NeoGenesis Patent Rights related to the Licensed Technology embodied in or related to such Designated Compound. In the event that OGS CUSTOMER elects not to assume responsibility file for patent protection *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. under such Licensed Technology or elects not to prosecute or maintain a patent or patent application thereunder it shall notify NeoGenesis of such decision at least forty-five (45) days prior to the prosecution and maintenance due date of Rejected Rights, such Rejected Rights shall automatically be removed from the scope of the exclusive license granted under Section 3.1any action or payment due. NeoGenesis shall keep OGS currently advised as have the right, but not the obligation to assume the status responsibility therefor then at its own cost and expense. (c) CUSTOMER and NeoGenesis, acting through the Steering Committee, shall select and retain patent counsel mutually acceptable to each of all patents them for the purpose of preparing, prosecuting, issuing and maintaining appropriate patent applications with respect to the NeoGenesis Patent Rights concerning jointly owned Program Intellectual Property on behalf of both CUSTOMER and shall supply OGS promptly with copies of all patents, patent applications, substantive patent office actions, substantive responses received or filed in connection with such applications. OGS may itself or through its attorney offer comments and suggestions with respect to the matters that are the subject of this Section 3.3(b) and NeoGenesis agrees to consider such comments and suggestions in good faithNeoGenesis. Any differences between NeoGenesis and OGS CUSTOMER with respect to preparation, filing, prosecution, issuance and maintenance matters will be discussed and resolved to their mutual satisfaction using the procedures specified in Section 9.1, if necessary. (c) Subject only to the provisions of Section 3.1(a) above, OGS and NeoGenesis, acting through the Steering Committee, shall select and retain patent counsel mutually acceptable to each of them for the purpose of preparing, filing, prosecuting, issuing and maintaining appropriate patent applications concerning jointly owned Program Intellectual Property. The parties, acting in consultation, shall be responsible for the preparation, filing (including * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. foreign filing decisions), prosecution and maintenance of such patent applications and patents relating to jointly owned Program Intellectual Property. The parties shall ensure that patent counsel provides each party with copies of documents relevant to the same and each party shall have the opportunity to review and comment on patent decisions made by patent counsel. Any differences between NeoGenesis and OGS with respect to preparation, filing, prosecution, issuance and maintenance matters will be discussed and resolved to their mutual satisfaction using the procedures specified share equally in Section 9.1, if necessary; PROVIDED, that if any disagreement regards the costs associated with a particular proposed action, OGS may assume responsibility for such costs and the requirement that the parties mutually agree upon resolution of the matter shall not apply. OGS shall be responsible for all expenses associated with the preparation, filing, prosecution, issuance and maintenance of patents or other intellectual property protection for jointly owned Program Intellectual Property; PROVIDED, that in the event that OGS the parties disagree regarding the costs of a particular action and either party elects not to pursue a particular action with respect to which the parties disagree regarding costs(e.g., NeoGenesis patent coverage in a particular country) either party shall have the right to assume such costs and to have such action taken; PROVIDED FURTHER that OGS's license the rights of the party which elects not to participate in such expenses shall exclude not include any intellectual property rights such Program Patent Rights that are the subject of such action (e.g., patent coverage in a particular country) unless OGS such party reimburses NeoGenesis the other party for one half (50%) of the costs of such actionaction PLUS interest on such reimbursement from the date such costs were incurred calculated at the rate specified in Section 4.4(b). (d) OGS CUSTOMER shall have the sole right, but not the obligation, to file, prosecute, and maintain, at OGSCUSTOMER's sole expense, each of the OGS CUSTOMER Patent Rights throughout the TerritoryTerritory and shall be responsible for all the costs related thereto.

DISCLOSURE; PATENT PROSECUTION. (a) Each of NeoGenesis and OGS Aventis shall promptly disclose to the other the conception or reduction to practice, or the discovery, development or making knowledge of any Invention that constitutes Program Intellectual Property; such Program Intellectual Property will be added to ATTACHMENT B (and ATTACHMENT D if applicable) and will be subject to the provisions of this Agreement. Within forty-five (45) days following the date of such disclosure regarding the existence of particular Program Intellectual Property that is either (i) solely owned by NeoGenesis, but only to the extent that such Program Intellectual Property relates to the structure of any of the Selected Compounds (during the period prior to designation pursuant to Section 2.6) or Designated Compounds; or (ii) jointly owned by the partiesowned, the Steering Committee parties shall confer as to the appropriate protection (if any) for such Program Intellectual Property. With respect to Notwithstanding the provision of this Section 3.3, no party shall file, prosecute and maintain any Program Intellectual Property described Patent Right without the other party's prior written consent before the date specified in Section 3.3(a)(i), such determination shall be made having reference to the likelihood that seeking patent protection will adversely effect future filings by OGS with respect to new chemical entities based upon such Designated Compound (or such Selected Compounds if the period 2.8 for designation has not then expired). In the event that the Steering Committee [*] on whether patent protection should be sought, the provisions Aventis' notice of Section 2.5(d) shall not apply and the parties agree that the dispute shall be governed by the provisions of Section 9.1Lead Compounds. (b) Subject only to the provisions of Section 3.3(a) above (to the extent applicable), NeoGenesis shall have the sole right, but not the obligation, to file, prosecute, and maintain maintain, at NeoGenesis' sole expense, each of the NeoGenesis Patent Rights throughout the Territory. OGS NeoGenesis shall reimburse promptly furnish or have furnished to Aventis copies of all patents, patent applications, substantive patent office actions, substantive responses received or filed in connection with such patents and patent applications (other than patents and patent applications covering solely NeoGenesis for all reasonableIntellectual Property that is not licensed to Aventis under Section 3.1 or assigned to Aventis under Section 3.2(d)). Aventis may itself or through its attorney offer comments and suggestions with *=CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. respect to the matters that are the subject of this Section 3.3(b) and NeoGenesis agrees to consider such comments and suggestions; PROVIDED that nothing herein shall obligate NeoGenesis to adopt or follow such comments or suggestions. Aventis shall cooperate in the preparation, out-of-pocket expenses incurred by NeoGenesis for the filing, prosecution and maintenance of NeoGenesis Patent Rights that arise from any and all patent applications and patents included in Program Intellectual Property and are the subject of the exclusive license granted OGS under Section 3.1 but specifically excluding reimbursement for any costs associated with NeoGenesis Patent Rights in existence at the Effective Date including, without limitation, ALIS or QSCD or other NeoGenesis Patent Rights that are not the subject of such exclusive license. If any NeoGenesis Patent Rights that are the subject of OGS reimbursement are subsequently licensed to any other Person, NeoGenesis shall collect patent expenses from such third party and reimburse OGS a proportionate amount of the patent expenses that OGS previously funded, with such proportionate amount being determined with reference to the aggregate number of licensees of such NeoGenesis Patent Rights. OGS shall not be required to reimburse NeoGenesis with respect to any patent costs concerning the NeoGenesis Patent Rights that are the subject of the exclusive license granted OGS under Section 3.1; PROVIDED, that OGS's license shall exclude any intellectual property rights that are the subject of such action (e.g., patent coverage in a particular country) unless and until OGS reimburses NeoGenesis for such costsowned by NeoGenesis. NeoGenesis shall promptly invoice OGS provide notice to Aventis as to all matters that come to its attention that may affect the preparation, filing, prosecution or maintenance of any patents or patent applications within the Program Intellectual Property owned by NeoGenesis. NeoGenesis shall not seek patent protection that covers generic claims to any class of compounds developed in the course of the Program until such time as Aventis has designated Lead Compounds in respect of such class of compounds or until the period of time for all reasonable expenses incurred in relation such designation expires with respect to these activitiesthe Selected Compounds derived from such class of compounds. In the event that NeoGenesis elects not to file for patent protection under the NeoGenesis Patent Rights or elects not to prosecute or maintain a patent or patent application under the NeoGenesis Patent Rights (hereafter REJECTED RIGHTS) it shall notify OGS Aventis of such decision at least forty-five (45) days prior to the due date of any action or payment due. OGS Aventis shall have the right, but not the obligation to assume the responsibility therefor then at its own cost and expense. In the event that OGS elects to assume responsibility for the prosecution and maintenance of Rejected RightsIf appropriate, such Rejected Rights shall automatically be removed from the scope of the exclusive license granted under Section 3.1. NeoGenesis shall keep OGS currently advised as to the status of all patents and patent applications with rights should then be assigned to Aventis; PROVIDED, Aventis reimburses NeoGenesis for its' documented patent costs in respect to the NeoGenesis Patent Rights of such assigned patents and shall supply OGS promptly with copies of all patents, patent applications, substantive patent office actions, substantive responses received or filed in connection with such applications. OGS may itself or through its attorney offer comments and suggestions with respect to the matters that are the subject of this Section 3.3(b) and NeoGenesis agrees to consider such comments and suggestions in good faith. Any differences between NeoGenesis and OGS with respect to preparation, filing, prosecution, issuance and maintenance matters will be discussed and resolved to their mutual satisfaction using the procedures specified in Section 9.1, if necessary. (c) Subject only to the provisions of Section 3.1(a) above, OGS and NeoGenesis, acting through the Steering Committee, shall select and retain patent counsel mutually acceptable to each of them for the purpose of preparing, filing, prosecuting, issuing and maintaining appropriate patent applications concerning jointly owned Program Intellectual Property. The parties, acting in consultation, shall be responsible for the preparation, filing (including * = CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. foreign filing decisions), prosecution and maintenance of such patent applications and patents relating to jointly owned Program Intellectual Property. The parties shall ensure that patent counsel provides each party with copies of documents relevant to the same and each party shall have the opportunity to review and comment on patent decisions made by patent counsel. Any differences between NeoGenesis and OGS with respect to preparation, filing, prosecution, issuance and maintenance matters will be discussed and resolved to their mutual satisfaction using the procedures specified in Section 9.1, if necessary; PROVIDED, that if any disagreement regards the costs associated with a particular proposed action, OGS may assume responsibility for such costs and the requirement that the parties mutually agree upon resolution of the matter shall not apply. OGS shall be responsible for all expenses associated with the preparation, filing, prosecution, issuance and maintenance of patents or other intellectual property protection for jointly owned Program Intellectual Property; PROVIDED, that in the event that OGS elects not to pursue a particular action with respect to which the parties disagree regarding costs, NeoGenesis shall have the right to assume such costs and to have such action taken; PROVIDED FURTHER that OGS's license shall exclude any intellectual property rights that are the subject of such action (e.g., patent coverage in a particular country) unless OGS reimburses NeoGenesis for the costs of such action. (d) OGS Aventis shall have the sole right, but not the obligation, to file, prosecute, and maintain, at OGS's Aventis' sole expenseexpense (except as provided below), each of the OGS Aventis Patent Rights throughout the Territory. Aventis shall promptly furnish or have furnished to NeoGenesis copies of documents relevant to Generic Rights and provide NeoGenesis with the opportunity to review and comment on patent decisions made by patent counsel. NeoGenesis shall be responsible for [*] of all costs relating to the preparation, filing, prosecution and maintenance of any and all patent applications and patents covering Generic Rights. NeoGenesis shall cooperate in the preparation, filing, prosecution and maintenance of any and all patent applications and patents included in Program Intellectual Property owned by Aventis. Aventis shall promptly provide notice to NeoGenesis as to all matters that come to its attention that may affect the preparation, filing, prosecution or maintenance of any patents or patent applications within the Program Intellectual Property owned by Aventis relating to Generic Rights.

DISCLOSURE; PATENT PROSECUTION. (a) Each of NeoGenesis and OGS Mitsubishi shall promptly disclose to the other the conception or reduction to practice, or the discovery, development or making knowledge of any Program Intellectual Property; such Program Intellectual Property will be added to ATTACHMENT B (and ATTACHMENT D if applicable) and will be subject to the provisions of this Agreement. Within forty-five (45) days following the date of such disclosure regarding the existence of particular Program Intellectual Property that is either (i) solely owned by NeoGenesis, but only to the extent that such Program Intellectual Property relates to the structure of any of the Selected Compounds (during the period prior to designation pursuant to Section 2.6) or Designated Compounds; or (ii) jointly owned by the partiesowned, the Steering Committee parties shall confer as to the appropriate protection (if any) for such Program Intellectual Property. With respect to Notwithstanding the provision of this Section 3.3, no party shall file, prosecute and maintain any Program Intellectual Property described Section 3.3(a)(i), such determination shall be made having reference to Patent Right without the likelihood that seeking patent protection will adversely effect future filings by OGS with respect to new chemical entities based upon such other party's prior written consent before the date specified in ATTACHMENT A for Mitsubishi's notice of Designated Compound (or such Selected Compounds if the period for designation has not then expired). In the event that the Steering Committee [*] on whether patent protection should be sought, the provisions of Section 2.5(d) shall not apply and the parties agree that the dispute shall be governed by the provisions of Section 9.1Compounds. (b) Subject only to the provisions of Section 3.3(a) above (to the extent applicable), NeoGenesis shall have the sole right, but not the obligation, to file, prosecute, and maintain each of the NeoGenesis Patent Rights throughout the Territory. OGS NeoGenesis shall reimburse NeoGenesis be responsible for all reasonable, out-of-pocket cost and expenses incurred by NeoGenesis for the filing, prosecution and maintenance of NeoGenesis Patent Rights that arise from Program Intellectual Property Rights. NeoGenesis shall keep Mitsubishi currently advised as to the status of all patents and are patent applications with respect to the subject of the exclusive license granted OGS under Section 3.1 but specifically excluding reimbursement for any costs associated with NeoGenesis Patent Rights and shall supply Mitsubishi promptly with copies of all patents, patent applications, substantive patent office actions, substantive responses received or filed in existence at connection with such applications. Mitsubishi may itself or through its attorney offer comments and suggestions with respect to the Effective Date including, without limitation, ALIS or QSCD or other NeoGenesis Patent Rights that are not the subject of such exclusive license. If any NeoGenesis Patent Rights matters that are the subject of OGS reimbursement are subsequently licensed this Section 3.3(b) and NeoGenesis agrees to any other Person, consider such comments and suggestions; PROVIDED that nothing herein shall obligate NeoGenesis shall collect patent expenses from to adopt or follow such third party and reimburse OGS a proportionate amount of the patent expenses that OGS previously funded, with such proportionate amount being determined with reference to the aggregate number of licensees of such NeoGenesis Patent Rights. OGS shall not be required to reimburse NeoGenesis with respect to any patent costs concerning the NeoGenesis Patent Rights that are the subject of the exclusive license granted OGS under Section 3.1; PROVIDED, that OGS's license shall exclude any intellectual property rights that are the subject of such action (e.g., patent coverage in a particular country) unless and until OGS reimburses NeoGenesis for such costs. NeoGenesis shall promptly invoice OGS for all reasonable expenses incurred in relation to these activitiescomments or suggestions. In the event that NeoGenesis elects not to file for patent protection under the NeoGenesis Patent Rights or elects not to prosecute or maintain a patent or patent application under the NeoGenesis Patent Rights (hereafter REJECTED RIGHTS) it shall notify OGS Mitsubishi of such decision at least forty-five (45) days prior to the due date of any action or payment due. OGS Mitsubishi shall have the right, but not the obligation obligation, to be assigned such patents from NeoGenesis and to assume the responsibility therefor then at its own cost and expense. In the event that OGS elects to assume responsibility for the prosecution and maintenance of Rejected Rights, such Rejected Rights shall automatically be removed from the scope of the exclusive license granted under Section 3.1. NeoGenesis shall keep OGS currently advised as to the status of all patents and patent applications with respect to the NeoGenesis Patent Rights and shall supply OGS promptly with copies of all patents, patent applications, substantive patent office actions, substantive responses received or filed in connection with such applications. OGS may itself or through its attorney offer comments and suggestions with respect to the matters that are the subject of this Section 3.3(b) and NeoGenesis agrees to consider such comments and suggestions in good faith. Any differences between NeoGenesis and OGS with respect to preparation, filing, prosecution, issuance and maintenance matters will be discussed and resolved to their mutual satisfaction using the procedures specified in Section 9.1, if necessary. (c) Subject only to the provisions of Section 3.1(a) aboveMitsubishi and NeoGenesis shall discuss Joint Program Patent Rights issues, OGS and NeoGenesis, acting through the Steering Committee, shall select and retain patent counsel mutually acceptable to each of them them, which patent counsel may be Mitsubishi patent counsel or NeoGenesis patent counsel or third party patent counsel as the parties mutually agree, for the purpose of preparing, filing, prosecuting, issuing and maintaining appropriate patent applications concerning jointly owned Joint Program Intellectual PropertyPatent Rights. The partiesMitsubishi, acting in consultationconsultation with NeoGenesis, shall be responsible for the preparation, filing (including * foreign filing *= CONFIDENTIAL TREATMENT REQUESTED: MATERIAL HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. foreign filing decisions), prosecution and maintenance of such patent applications and patents relating to jointly owned Program Intellectual PropertyPatents Rights. The parties shall ensure that Designated patent counsel provides each party with shall furnish or have furnished to Mitsubishi and NeoGenesis copies of documents relevant to the same and each party shall have provide Mitsubishi and NeoGenesis with the opportunity to review and comment on patent decisions made by patent counsel. Any differences between NeoGenesis and OGS Mitsubishi with respect to preparation, filing, prosecution, issuance and maintenance matters will be discussed and resolved to their mutual satisfaction using the procedures specified in Section 9.1, if necessary; PROVIDED, that if any disagreement regards solely the costs associated with a particular proposed action, OGS either party may assume responsibility for such costs and the requirement that the parties mutually agree upon resolution of the matter shall not apply. OGS NeoGenesis and Mitsubishi shall equally be responsible for all expenses associated with the preparation, filing, prosecution, issuance and maintenance of patents or other intellectual property protection for jointly owned Joint Program Intellectual PropertyPatent Rights; PROVIDED, that in the event that OGS either party elects not to pursue a particular action with respect to which the parties disagree regarding costs, NeoGenesis the other party shall have the right to assume such costs and to have such action taken; PROVIDED FURTHER that OGS's license the rights of the party that does not pay its portion of such costs shall exclude any intellectual property rights that are the subject of such action (e.g., patent coverage in a particular country) unless OGS such party reimburses NeoGenesis the other party for one-half (50%) of the costs of such action. (d) OGS Mitsubishi shall have the sole right, but not the obligation, to file, prosecute, and maintain, at OGSMitsubishi's sole expense, each of the OGS Mitsubishi Patent Rights throughout the Territory.