Common use of Election Not to Continue Prosecution; Abandonment Clause in Contracts

Election Not to Continue Prosecution; Abandonment. If a Prosecuting Party elects (i) not to Prosecute patent applications for the Acceleron Patent Rights or Joint Patent Rights under its Prosecution control in any country, (ii) not to continue the Prosecution of any Acceleron Patent Right or Joint Patent Right under its Prosecution control in a particular country in the Territory, (iii) not to Prosecute patent applications for the Acceleron Patent Rights or Joint Patent Rights under its Prosecution control in a particular country following a written request from the Non-Prosecuting Party to Prosecute in such country, or (iv) not to Prosecute patent applications for the Acceleron Patent Rights or Joint Patent Rights under its Prosecution control reasonably sufficient to protect the Licensed Compounds and Licensed Product following a written notice from the Non-Prosecuting Party setting forth the Non-Prosecuting Party’s good faith analysis of the insufficiency of the Prosecuting Party’s patent applications, then the Prosecuting Party shall so notify the Non-Prosecuting Party promptly (but no less than 30 days prior to the date that a response is due) in writing of its intention in good time to enable the Non-Prosecuting Party to meet any deadlines by which an action must be taken to establish or preserve any such rights in such patent in such country, and the Prosecuting Party shall permit the Non-Prosecuting Party, should the Non-Prosecuting Party choose to do so, to Prosecute or otherwise pursue such Acceleron Patent Rights or Joint Patent Rights in such country in the Non-Prosecuting Party’s own name, and the Prosecuting Party shall cooperate with the Non-Prosecuting Party in regard thereto.

Election Not to Continue Prosecution; Abandonment. If a Prosecuting Party elects (i) not to Prosecute patent applications for the Acceleron Isconova Patent Rights or Joint Patent Rights under its Prosecution control in any country, or (ii) not to continue the Prosecution of any Acceleron Isconova Patent Right or Joint Patent Right under its Prosecution control in a particular country in the Territory, or (iii) not to Prosecute patent applications for the Acceleron Patent Rights or Joint Patent Rights under its Prosecution control in a particular country following a written request from the Non-Prosecuting Party to Prosecute in such country, or (iv) not to Prosecute patent applications for the Acceleron Patent Rights or Joint Patent Rights under its Prosecution control reasonably sufficient to protect the Licensed Compounds Adjuvant and Licensed Product following a written notice from the Non-Prosecuting Party setting forth the Non-Prosecuting Party’s good faith analysis of the insufficiency of the Prosecuting Party’s patent applications, then the Prosecuting Party shall so notify the Non-Prosecuting Party promptly (but no less than 30 days prior to the date that a response is due) in writing of its intention in good time to enable the Non-Prosecuting Party to meet any deadlines by which an action must be taken to establish or preserve any such rights in such patent in such country, and the Prosecuting Party shall permit the Non-Prosecuting Party, should the Non-Prosecuting Party choose to do so, to Prosecute or otherwise pursue such Acceleron Isconova Patent Rights or Joint Patent Rights in such country in the Non-Prosecuting Party’s own name, and the Prosecuting Party shall cooperate with the Non-Prosecuting Party in regard thereto. For clarity, the provisions (iii) and (iv) above in this Section 7.1.1(d) shall apply only to non-Prosecution or abandonment with respect to the Joint Patent Rights, and not the Isconova Patent Rights.

Election Not to Continue Prosecution; Abandonment. (a) If a Prosecuting Party Genzyme elects (i) not to Prosecute patent applications file for the Acceleron Patent Rights or Joint Patent Rights under its Prosecution control in any country, (ii) not to continue the Prosecution prosecution (including any interferences, oppositions, reissue proceedings and re-examinations) or maintenance of any Acceleron a Licensed Product Patent Right or Joint Patent Right under its Prosecution control in a particular country in the Territory, (iii) not to Prosecute patent applications for the Acceleron Patent Rights or Joint Patent Rights under its Prosecution control in a particular country following a written request from the Non-Prosecuting Party to Prosecute in such country, or (iv) not to Prosecute patent applications for the Acceleron Patent Rights or Joint Patent Rights under its Prosecution control reasonably sufficient to protect the Licensed Compounds and Licensed Product following a written notice from the Non-Prosecuting Party setting forth the Non-Prosecuting Party’s good faith analysis of the insufficiency of the Prosecuting Party’s patent applications, then the Prosecuting Party shall so Genzyme will notify the Non-Prosecuting Party Isis promptly (but no less than 30 days prior to the date that a response is due) in writing of its intention in good time to enable the Non-Prosecuting Party Isis to meet any deadlines by which an action must be taken to establish or preserve any such rights in such patent Patent in such country and Isis will have the right, but not the obligation, to file for or continue the prosecution or maintenance of such Patent in such country, and Genzyme will cooperate with Isis in regard thereto. In such event, Isis’ expenses incurred in connection with the Prosecuting Party shall permit the Non-Prosecuting Party, should the Non-Prosecuting Party choose to do so, to Prosecute prosecution or otherwise pursue maintenance of such Acceleron Patent Rights or Joint Patent Rights in such country will be Program Costs. (b) If Isis elects not to file for or continue the prosecution (including any interferences, oppositions, reissue proceedings and re-examinations) or maintenance of a Special Isis Core Technology Patent (other than Joint Patents), then, Isis will notify Genzyme promptly in writing of its intention in good time to enable Genzyme to meet any deadlines by which an action must be taken to establish or preserve any such rights in such Patent in such country and Genzyme will have the Non-Prosecuting Party’s own nameright, but not the obligation, to file for or continue the prosecution or maintenance of such Patent in such country, and the Prosecuting Party shall Isis will cooperate with the Non-Prosecuting Party Genzyme in regard thereto. In such event, Genzyme’s expenses incurred in connection with the prosecution or maintenance of such Patent in such country will be Program Costs. For clarity, this Section 9.4.2(b) will not apply to Joint [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. Patents that are Special Isis Core Technology Patents, which will be governed Section 9.4.1(d) (Joint Patents).

Election Not to Continue Prosecution; Abandonment. If a Prosecuting Party elects (i) not to Prosecute patent applications for the Acceleron Patent Rights or Joint Patent Rights under its Prosecution control in any country, (ii) not to continue the Prosecution of any Acceleron Patent Right or Joint Patent Right under its Prosecution control in a particular country in the Territory, (iii) not to Prosecute patent applications for the Acceleron Patent Rights or Joint Patent 60 THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [* * *] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Rights under its Prosecution control in a particular country following a written request from the Non-Prosecuting Party to Prosecute in such country, or (iv) not to Prosecute patent applications for the Acceleron Patent Rights or Joint Patent Rights under its Prosecution control reasonably sufficient to protect the Licensed Compounds and Licensed Product following a written notice from the Non-Prosecuting Party setting forth the Non-Prosecuting Party’s good faith analysis of the insufficiency of the Prosecuting Party’s patent applications, then the Prosecuting Party shall so notify the Non-Prosecuting Party promptly (but no less than 30 days prior to the date that a response is due) in writing of its intention in good time to enable the Non-Prosecuting Party to meet any deadlines by which an action must be taken to establish or preserve any such rights in such patent in such country, and the Prosecuting Party shall permit the Non-Prosecuting Party, should the Non-Prosecuting Party choose to do so, to Prosecute or otherwise pursue such Acceleron Patent Rights or Joint Patent Rights in such country in the Non-Prosecuting Party’s own name, and the Prosecuting Party shall cooperate with the Non-Prosecuting Party in regard thereto.

Election Not to Continue Prosecution; Abandonment. If a Prosecuting Party BI elects (ia) not to Prosecute file and prosecute patent applications for the Acceleron any Patent Rights included in or covering Joint Patent Rights under its Prosecution control Research Collaboration IP in any country, (iib) not to continue the Prosecution prosecution (including any interferences, oppositions, reissue proceedings, re-examinations, and patent term extensions, adjustments, and restorations) or maintenance of any Acceleron such Patent Right or Joint Patent Right under its Prosecution control Rights in a particular country in the Territory, or (iiic) not to Prosecute file and prosecute patent applications for the Acceleron such Patent Rights or Joint Patent Rights under its Prosecution control in a particular country following a written request from the Non-Prosecuting Party Regulus to Prosecute file and prosecute in such country, or (iv) not to Prosecute patent applications for the Acceleron Patent Rights or Joint Patent Rights under which election may be made by BI in its Prosecution control reasonably sufficient to protect the Licensed Compounds and Licensed Product following a written notice from the Non-Prosecuting Party setting forth the Non-Prosecuting Party’s good faith analysis of the insufficiency of the Prosecuting Party’s patent applicationsdiscretion, then the Prosecuting Party BI shall so notify the Non-Prosecuting Party Regulus promptly (but in writing of its intention, which notice shall, in any event, be given no less later than 30 60 days prior to the date next deadline for any action that a response is due) in writing of its intention in good time to enable the Non-Prosecuting Party to meet any deadlines by which an action must be taken with respect to such patent application or patent to establish or preserve any such rights in such patent application or patent in such country, BI shall assign to Regulus its joint ownership interest in such Patent Rights in the applicable country or countries and the Prosecuting Party shall cooperate with and permit the Non-Prosecuting PartyRegulus, should the Non-Prosecuting Party Regulus choose to do so, to Prosecute file for, or continue to prosecute, maintain or enforce, or otherwise pursue such Acceleron Patent Rights or Joint Patent Rights in such country in the Non-Prosecuting PartyRegulus’s own name, but only to the extent that Regulus does not take any position with respect to such abandoned Patent Right that would be reasonably likely to adversely affect the scope, validity or enforceability of any of the other Patent Rights being prosecuted and maintained by BI under this Agreement without the Prosecuting Party prior written consent of BI, which consent shall cooperate not be unreasonably withheld. To the extent permitted by this Section, if Regulus chooses to file, continue to prosecute, maintain or enforce, or otherwise pursue such Patent Rights, it shall keep BI fully informed of the patent prosecution, and provide BI with copies of material correspondence relating to the Non-Prosecuting Party prosecution and maintenance of such Patent Rights in regard theretoa timely manner so that BI can comment thereon. Regulus shall reasonably consider all such comments.

Election Not to Continue Prosecution; Abandonment. If a the Prosecuting Party elects (i) not to Prosecute patent applications for the Acceleron Patent Rights or Joint Patent Rights under its Prosecution control in any country, (ii) not to continue the Prosecution prosecution (including any interferences and post-grant proceedings) or maintenance of any Acceleron a NeuroVive Patent Right or Joint Patent Right under its Prosecution control in a particular country in the Territory, or (iiiii) not to Prosecute file and prosecute patent applications for the Acceleron NeuroVive Patent Rights or Joint Patent Rights under its Prosecution control in a particular country following a written request from the Non-Prosecuting other Party to Prosecute file and prosecute in such country, or (iv) not to Prosecute patent applications for the Acceleron Patent Rights or Joint Patent Rights under its Prosecution control reasonably sufficient to protect the Licensed Compounds and Licensed Product following a written notice from the Non-Prosecuting Party setting forth the Non-Prosecuting Party’s good faith analysis of the insufficiency of the Prosecuting Party’s patent applications, then the Prosecuting Party shall so notify the Non-Prosecuting other Party promptly (but no less than 30 days prior to the date that a response is due) in writing of its intention in good time to enable the Non-Prosecuting other Party to meet any deadlines by which an action must be taken to establish or preserve any such rights in such patent in such country, country and the Prosecuting other Party shall permit have the Non-Prosecuting Partyright to file for, should the Non-Prosecuting Party choose or continue to do soprosecute, to Prosecute maintain or enforce, or otherwise pursue such Acceleron NeuroVive Patent Rights in such country. If OnCore is the Prosecuting Party and NeuroVive so elects to continue to prosecute, maintain or Joint enforce, or otherwise pursue such NeuroVive Patent Rights in such country, such Patent Rights will no longer be considered NeuroVive Patent Rights licensed to OnCore in such country as of the date of OnCore’s notice to NeuroVive. If NeuroVive is the Prosecuting Party and OnCore so elects to continue to prosecute, maintain or enforce, or otherwise pursue such NeuroVive Patent Rights in such country, OnCore may setoff all its costs of prosecution and maintenance of the applicable NeuroVive Patent Rights in such country in the Non-Prosecuting Party’s own name, and the Prosecuting Party shall cooperate with the Non-Prosecuting Party in regard theretoagainst any amounts payable by OnCore under this Agreement.

Election Not to Continue Prosecution; Abandonment. If a Prosecuting Party elects (i) not to Prosecute patent applications for the Acceleron Isconova Patent Rights or Joint Patent Rights under its Prosecution control in any country, or (ii) not to continue the Prosecution of any Acceleron Isconova Patent Right or Joint Patent Right under its Prosecution control in a particular country in the Territory, or (iii) not to Prosecute patent applications for the Acceleron Patent Rights or Joint Patent Rights under its Prosecution control in a particular country following a written request from the Non-Prosecuting NonProsecuting Party to Prosecute in such country, or (iv) not to Prosecute patent applications for the Acceleron Patent Rights or Joint Patent Rights under its Prosecution control reasonably sufficient to protect the Licensed Compounds Adjuvant and Licensed Product following a written notice from the Non-Prosecuting Party setting forth the Non-Prosecuting Party’s good faith analysis of the insufficiency of the Prosecuting Party’s patent applications, then the Prosecuting Party shall so notify the Non-Prosecuting Party promptly (but no less than 30 days prior to the date that a response is due) in writing of its intention in good time to enable the Non-Prosecuting Party to meet any deadlines by which an action must be taken to establish or preserve any such rights in such patent in such country, and the Prosecuting Party shall permit the Non-Prosecuting Party, should the Non-Prosecuting Party choose to do so, to Prosecute or otherwise pursue such Acceleron Isconova Patent Rights or Joint Patent Rights in such country in the Non-Prosecuting Party’s own name, and the Prosecuting Party shall cooperate with the Non-Prosecuting Party in regard thereto. For clarity, the provisions (iii) and (iv) above in this Section 7.1.1(d) shall apply only to non-Prosecution or abandonment with respect to the Joint Patent Rights, and not the Isconova Patent Rights.