Common use of Filing, Prosecution and Maintenance Clause in Contracts

Filing, Prosecution and Maintenance. TKT shall be responsible for the filing, prosecution (including oppositions) and maintenance of all patent applications and patents which make up the TKT Patent Rights and such other registrations related to the TKT Technology. For so long as any of the license grants set forth in Article 3 remain in effect, TKT agrees to file and prosecute patent applications and maintain the patents covering the TKT Patent Rights and, to the extent applicable, for the registration or other protection of the TKT Technology, in all countries in the MMD Territory in which MMD customarily files for products of similar interest. TKT shall consult with MMD and keep MMD fully informed of important issues relating to the preparation, filing, prosecution and maintenance of such patent applications and patents, including patent strategy with respect to both existing and future patent applications, patents and patent extensions, and shall furnish to MMD copies of documents relevant to such preparation, filing, prosecution or maintenance sufficiently prior to filing such document or making any payment due thereunder to allow for review and comment by MMD, and TKT shall seriously consider all such comments. TKT and MMD shall mutually determine procedures for carrying out the filing, prosecution (including oppositions) and maintenance, as applicable, of patent applications and patents for all Joint Inventions and ******************************** *******, and both parties shall be kept fully informed of and consult and cooperate with respect to all actions taken with respect thereto; provided that, if either party elects to not ****************** of such activity with respect to a particular Joint Invention in a particular country, then the other party may, ******************* and discretion, undertake the filing, prosecution (including oppositions) and maintenance of such patent or patent application in such country, and the party not participating in such expenses shall assign its interest in such patent or patent application in such country to the other party, including the rights to receive and collect from third parties any royalties and damages from future or past infringement, but reserving a perpetual royalty-free non-exclusive license in such country (without the right to sublicense and subject to any limitations imposed by this Agreement, including Section 2.2 hereof) to use such Joint Invention to make, have made, use, distribute for sale and sell any products covered by such patent covering such Joint Invention. The non-participating party will cooperate with the other party, at the other party's expense, as necessary to enable the other party to establish and protect its rights under this subsection 8.2.1. If TKT elects not to continue to seek or maintain patent protection on any patent or patent application which makes up the TKT Patent Rights or relates to the TKT Technology in any country in the MMD Territory, MMD shall have the right, at its option, but in the name of TKT ********************, to file, prosecute (including oppositions) and maintain such patent applications and patents as TKT shall have previously filed in at least one country, provided, however, that the rights of the parties with respect to any such TKT Patent Rights and TKT Technology shall in all other respects be as described in this Agreement. TKT will advise MMD of all decisions taken with respect to any such election in a timely manner in order to allow MMD to protect its rights under this subsection 8.2.1.

Filing, Prosecution and Maintenance. TKT Each Licensor shall be responsible for have the filingfirst right, prosecution (including oppositions) but not the obligation, to file, prosecute and maintenance of maintain, at its cost and expense, all patents, patent applications applications, and patents which make up the TKT Patent Rights and such other registrations related know-how licensed to the TKT Technology. Licensee pursuant to Article II (“Licensed Patents”); provided, however, that if a Licensor elects not to file, prosecute or maintain any Licensed Patent, and has not otherwise intentionally elected to prevent another party from doing so, then such Licensor shall so notify the Licensee in writing wherever possible according to the following terms: (A) For so long as any abandonments: a. By the later of (i) 60 days in advance of the license grants set forth Abandonment Deadline, or (ii) 5 days after receipt of notification of an applicable action, Licensor shall notify Licensee of the approaching Abandonment Deadline, and b. Within 5 days of making the decision to abandon the application, and not later than 30 days in Article 3 remain advance of the Abandonment Deadline, Licensor shall notify Licensee of the decision to abandon the application. (B) For elections not to file, validate, or designate in effectadditional countries, TKT agrees Licensor shall notify Licensee of the approaching deadline and shall provide a list of countries in which Licensor intends to file file, validate, or designate, by the later of (i) 60 days in advance of the deadline, or (ii) 5 days after receipt of notification of an applicable event. Upon receipt of such notice, the Licensee shall have the right, but not the obligation, at its cost and prosecute patent applications and maintain the patents covering the TKT Patent Rights andexpense, to pursue the extent applicable, for filing or additional filing or support the registration continued prosecution or other protection of the TKT Technology, in all countries in the MMD Territory in which MMD customarily files for products of similar interest. TKT shall consult with MMD and keep MMD fully informed of important issues relating to the preparation, filing, prosecution and maintenance of such patent applications and patentsLicensed Patent. If the Licensee does elect to take such action, including patent strategy with respect to both existing and future patent applications, patents and patent extensionsthen Licensee shall notify Licensor of such election, and Licensor shall furnish to MMD copies of documents relevant to reasonably cooperate with Licensee, upon Licensee’s request and at Licensee’s cost and expense, in connection with such preparation, filing, filing or additional filing or continued prosecution or maintenance sufficiently prior to filing such document or making any payment due thereunder to allow for review and comment by MMD, and TKT shall seriously consider all such comments. TKT and MMD shall mutually determine procedures for carrying out the filing, prosecution (including oppositions) and maintenance, as applicable, of patent applications and patents for all Joint Inventions and ******************************** *******, and both parties shall be kept fully informed of and consult and cooperate with respect to all actions taken with respect thereto; provided thatincluding, if either party elects requested by Licensee, by assigning to not ****************** Licensee all of such activity with respect to a particular Joint Invention in a particular countryLicensor’s right, then the other party may, ******************* title and discretion, undertake the filing, prosecution (including oppositions) and maintenance of such patent or patent application in such country, and the party not participating in such expenses shall assign its interest in and to any such patent Licensed Patent owned by Licensor or patent application in such country any of its Group to the other party, including the rights to receive and collect from third parties any royalties and damages from future or past infringement, but reserving a perpetual royalty-free non-exclusive license in such country (without extent it has the right to sublicense and subject to any limitations imposed by this Agreement, including Section 2.2 hereof) to use such Joint Invention to make, have made, use, distribute for sale and sell any products covered by such patent covering such Joint Invention. The non-participating party will cooperate with the other party, at the other party's expense, as necessary to enable the other party to establish and protect its rights under this subsection 8.2.1. If TKT elects not to continue to seek or maintain patent protection on any patent or patent application which makes up the TKT Patent Rights or relates to the TKT Technology in any country in the MMD Territory, MMD shall have the right, at its option, but in the name of TKT ********************, to file, prosecute (including oppositions) and maintain such patent applications and patents as TKT shall have previously filed in at least one country, provided, however, that the rights of the parties with respect to any such TKT Patent Rights and TKT Technology shall in all other respects be as described in this Agreement. TKT will advise MMD of all decisions taken with respect to any such election in a timely manner in order to allow MMD to protect its rights under this subsection 8.2.1do so.

Filing, Prosecution and Maintenance. TKT shall be responsible for the filing, prosecution (including oppositions) and maintenance of all patent applications and patents which make up the TKT Patent Rights and such other registrations related to the TKT Technology. For so long as any of the license grants set forth in Article 3 remain in effect, TKT agrees to file and prosecute patent applications and maintain the patents covering the TKT Patent Rights and, to the extent applicable, for the registration or other protection of the TKT Technology, in all countries in the MMD Territory in which MMD customarily files for products of similar interest. TKT shall consult with MMD and keep MMD fully informed of important issues relating to the preparation, filing, prosecution and maintenance of such patent applications and patents, including patent strategy with respect to both existing and future patent applications, patents and patent extensions, and shall furnish to MMD copies of documents relevant to such preparation, filing, prosecution or maintenance sufficiently prior to filing such document or making any payment due thereunder to allow for review and comment by MMD, and TKT shall seriously consider all such comments. TKT and MMD shall mutually determine procedures for carrying out the filing, prosecution (including oppositions) and maintenance, as applicable, of patent applications and patents for all Joint Inventions and ******************************** *******thereof, and both parties shall be kept fully informed of and consult and cooperate with respect to all actions taken with respect thereto; provided that, if either party elects to not ****************** of such activity with respect to a particular Joint Invention in a particular country, then the other party may, ******************* and discretion, undertake the filing, prosecution (including oppositions) and maintenance of such patent or patent application in such country, and the party not participating in such expenses shall assign its interest in such patent or patent application in such country to the other party, including the rights to receive and collect from third parties any royalties and damages from future or past infringement, but reserving a perpetual royalty-free non-exclusive license in such country (without the right to sublicense and subject to any limitations imposed by this Agreement, including Section 2.2 hereof) to use such Joint Invention to make, have made, use, distribute for sale and sell any products covered by such patent covering such Joint Invention. The non-participating party will cooperate with the other party, at the other party's expense, as necessary to enable the other party to establish and protect its rights under this subsection 8.2.1CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS. 2.1. If TKT elects not to continue to seek or maintain patent protection on any patent or patent application which makes up the TKT Patent Rights or relates to the TKT Technology in any country in the MMD Territory, MMD shall have the right, at its option, but in the name of TKT ********************, to file, prosecute (including oppositions) and maintain such patent applications and patents as TKT shall have previously filed in at least one country, provided, however, that the rights of the parties with respect to any such TKT Patent Rights and TKT Technology shall in all other respects be as described in this Agreement. TKT will advise MMD of all decisions taken with respect to any such election in a timely manner in order to allow MMD to protect its rights under this subsection 8.2.1.

Filing, Prosecution and Maintenance. TKT shall be responsible for the filing, prosecution (including oppositions) and maintenance of all patent applications and patents which make up the TKT Patent Rights and such other registrations related to the TKT Technology. For so long as any of the license grants set forth in Article 3 remain in effect, TKT agrees to file and prosecute patent applications and maintain the patents covering the TKT Patent Rights and, to the extent applicable, for the registration or other protection of the TKT Technology, in all countries in the MMD Aventis Territory in which MMD Aventis customarily files for products of similar interest. TKT shall consult with MMD Aventis and keep MMD Aventis fully informed of important issues relating to the preparation, filing, prosecution and maintenance of such patent applications and patents, including patent strategy with respect to both existing and future patent applications, patents and patent extensions, and shall furnish to MMD Aventis copies of documents relevant to such preparation, filing, prosecution or maintenance sufficiently prior to filing such document or making any payment due thereunder to allow for review and comment by MMDAventis, and TKT shall seriously consider all such comments. TKT and MMD Aventis shall mutually determine procedures for carrying out the filing, prosecution (including oppositions) and maintenance, as applicable, of patent applications and patents for all Joint Inventions and ******************************** *******shall each bear half of the costs thereof, and both parties shall be kept fully informed of and consult and cooperate with respect to all actions taken with respect thereto; provided that, if either party elects to not ****************** bear half the cost of such activity with respect to a particular Joint Invention in a particular country, then the other party may, ******************* at its sole expense and discretion, undertake the filing, prosecution (including oppositions) and maintenance of such patent or patent application in such country, and the party not participating in such expenses shall assign its interest in such patent or patent application in such country to the other party, including the rights to receive and collect from third parties any royalties and damages from future or past infringement, but reserving a perpetual royalty-free non-exclusive license in such country (without the right to sublicense and subject to any limitations imposed by this Agreement, including Section 2.2 hereof) to use such Joint Invention to make, have made, use, distribute for sale and sell any products covered by such patent covering such Joint Invention. The non-participating party will cooperate with the other party, at the other party's expense, as necessary to enable the other party to establish and protect its rights under this subsection 8.2.1not 2.1. If TKT elects not to continue to seek or maintain patent protection on any patent or patent application which makes up the TKT Patent Rights or relates to the TKT Technology in any country in the MMD Territorycountry, MMD Aventis shall have the right, at its option, but in the name of TKT ********************and at TKT's expense, to file, prosecute (including oppositions) and maintain such patent applications and patents as TKT shall have previously filed in at least one country, provided, however, that the rights of the parties with respect to any such TKT Patent Rights and TKT Technology shall in all other respects be as described in this Agreement. TKT will advise MMD Aventis of all decisions taken with respect to any such election in a timely manner in order to allow MMD Aventis to protect its rights under this subsection 8.2.1.

Filing, Prosecution and Maintenance. TKT (i) Alimera shall be responsible have primary responsibility for the filing, prosecution (including oppositions) and maintenance of all patent applications and patents which make up the TKT Patent Rights and such other registrations related to the TKT Technology. For so long as any of the license grants set forth in Article 3 remain in effect, TKT agrees to file and prosecute patent applications and maintain the patents covering the TKT Patent Rights and, to the extent applicable, for the registration or other protection of the TKT Technology, in all countries in the MMD Territory in which MMD customarily files for products of similar interest. TKT shall consult with MMD and keep MMD fully informed of important issues relating to control over the preparation, filing, prosecution and maintenance of the PRA-Specific Patent Rights. Axxxxxx shall have the authority to select patent counsel provided that ExxXxxxx’s suggestions and comments regarding selection of patent counsel are reasonably considered by Axxxxxx, and to determine the form and content of such patent applications prosecution documents and patentsto make all decisions regarding whether to file, including patent strategy with respect to both existing prosecute and future maintain patents and patent applications, patents and patent extensionsin which countries to do so. Alimera shall be solely responsible for the Patent Costs of PRA-Specific Patent Rights, and Axxxxxx shall furnish to MMD reimburse EyePoint for such Patent Costs incurred by EyePoint within [***] days after the date of invoice by ExxXxxxx. (i) Alimera shall provide EyePoint with copies of documents relevant all official correspondence (including, but not limited to, applications, office actions, responses, etc.) relating to the filing, prosecution and maintenance of the PRA-Specific Patent Rights. EyePoint may provide comments and Axxxxxx will [***]. In order to facilitate EyePoint’s rights to comment, Axxxxxx shall provide copies of all such preparation, official correspondence and any proposed responses by Axxxxxx least [***] prior to any filing or response deadlines. In the event that the Parties have a material disagreement relating to the filing, prosecution or maintenance sufficiently prior of any PRA-Specific Patent Rights (other than a determination by Axxxxxx to filing such document abandon any PRA-Specific Patent Rights as described below), Axxxxxx shall have the right to decide on the course of action. (ii) Axxxxxx shall not abandon prosecution or making maintenance of any payment due thereunder to allow for review and comment by MMD, and TKT shall seriously consider all such comments. TKT and MMD shall mutually determine procedures for carrying out the filing, prosecution (including oppositions) and maintenance, as applicable, of patent applications and patents for all Joint Inventions and ******************************** *******, and both parties shall be kept fully informed of and consult and cooperate with respect to all actions taken with respect thereto; provided that, if either party elects to not ****************** of such activity with respect to a particular Joint Invention PRA-Specific Patent Rights without notifying EyePoint in a particular country, then the other party may, ******************* timely manner of Axxxxxx’s intention and discretion, undertake the filing, reason therefore and providing EyePoint with reasonable opportunity to comment upon such abandonment and to assume responsibility for prosecution (including oppositions) and or maintenance of such patent or patent application in such country, and the party not participating in such expenses shall assign its interest in such patent or patent application in such country to the other party, including the rights to receive and collect from third parties any royalties and damages from future or past infringement, but reserving a perpetual royaltyPRA-free non-exclusive license in such country (without the right to sublicense and subject to any limitations imposed by this Agreement, including Section 2.2 hereof) to use such Joint Invention to make, have made, use, distribute for sale and sell any products covered by such patent covering such Joint Invention. The non-participating party will cooperate with the other party, at the other party's expense, as necessary to enable the other party to establish and protect its rights under this subsection 8.2.1. If TKT elects not to continue to seek or maintain patent protection on any patent or patent application which makes up the TKT Specific Patent Rights as set forth below. In the event that Axxxxxx abandons prosecution or relates to maintenance of the TKT Technology PRA-Specific Patent Rights in any country in the MMD Licensed Territory, MMD shall have the right, EyePoint may assume prosecution responsibility for such PRA-Specific Patent Rights in such country at its option, but in sole cost. (iii) Each Party shall disclose and make available to the name of TKT ********************, other Party all material information controlled by such Party that is reasonably necessary for the other Party to file, prosecute (including oppositions) perform its obligations and maintain such patent applications and patents as TKT shall have previously filed in at least one country, provided, however, that the rights of the parties with respect to any such TKT Patent Rights and TKT Technology shall in all other respects be as described in this Agreement. TKT will advise MMD of all decisions taken with respect to any such election in a timely manner in order to allow MMD to protect exercise its rights under this subsection 8.2.1Section 10.2(a), including the filing, prosecution and maintenance of patents and patent applications pursuant to this Section 10.2(a). All such information shall be disclosed to the other Party [***] after it is first developed or learned 47 or its significance is first appreciated. Without limiting the foregoing, each Party agrees to disclose and make available to the other Party all PRA-Specific Patent Rights, as applicable. Each Party agrees to cooperate with the other Party with respect to the filing, prosecution and maintenance of patents and patent applications pursuant to this Section 10.2(a). (iv) Each Party shall cause all of its employees, Affiliates, contractors, sublicensees, consultants, clinical investigators and agents, acting under authority from such Party or its sublicensees, (a) to enter into written agreements pursuant to which each such person or entity assigns to such Party all PRA-Specific Patent Rights, and other Inventions that such individual or entity discovers, develops, creates, conceives or reduces to practice in the course of their relationship with such Party or its sublicensees solely in connection with this Agreement but not the Existing Collaboration Agreement; and (b) to execute such other documents and take such other actions as may be necessary to effectuate the foregoing assignments. Each Party agrees to undertake to enforce the agreements referenced in this Section 10.2(a)(v) (including, where appropriate, by legal action). With respect to any university subcontractor and any of its employees, contractors, consultants, clinical investigators and agents, each Party’s obligations under this Section 10.2(a)(v) shall be limited to using commercially reasonable efforts to obtain such assignments, and if a Party is unable to obtain such assignments, to using commercially reasonable efforts to obtain a royalty-free (with the right to sublicense) exclusive license to such PRA-Specific Patent Rights (or an option to obtain a royalty-free sublicensable exclusive license to such PRA-Specific Patent Rights), and failing that, to using commercially reasonable efforts to obtain a royalty-free (with the right to sublicense) non-exclusive license to such PRA-Specific Patent Rights (or an option to obtain a royalty-free sublicensable non-exclusive license to such PRA-Specific Patent Rights).

Filing, Prosecution and Maintenance. TKT (i) Alimera shall be responsible have primary responsibility for the filing, prosecution (including oppositions) and maintenance of all patent applications and patents which make up the TKT Patent Rights and such other registrations related to the TKT Technology. For so long as any of the license grants set forth in Article 3 remain in effect, TKT agrees to file and prosecute patent applications and maintain the patents covering the TKT Patent Rights and, to the extent applicable, for the registration or other protection of the TKT Technology, in all countries in the MMD Territory in which MMD customarily files for products of similar interest. TKT shall consult with MMD and keep MMD fully informed of important issues relating to control over the preparation, filing, prosecution and maintenance of the PRA-Specific Patent Rights. Axxxxxx shall have the authority to select patent counsel provided that ExxXxxxx’s suggestions and comments regarding selection of patent counsel are reasonably considered by Axxxxxx, and to determine the form and content of such patent applications prosecution documents and patentsto make all decisions regarding whether to file, including patent strategy with respect to both existing prosecute and future maintain patents and patent applications, patents and patent extensionsin which countries to do so. Alimera shall be solely responsible for the Patent Costs of PRA-Specific Patent Rights, and Axxxxxx shall furnish to MMD reimburse EyePoint for such Patent Costs incurred by EyePoint within [***] days after the date of invoice by ExxXxxxx. (ii) Alimera shall provide EyePoint with copies of documents relevant all official correspondence (including, but not limited to, applications, office actions, responses, etc.) relating to the filing, prosecution and maintenance of the PRA-Specific Patent Rights. EyePoint may provide comments and Axxxxxx will [***]. In order to facilitate EyePoint’s rights to comment, Axxxxxx shall provide copies of all such preparation, official correspondence and any proposed responses by Axxxxxx least [***] prior to any filing or response deadlines. In the event that the Parties have a material disagreement relating to the filing, prosecution or maintenance sufficiently prior of any PRA-Specific Patent Rights (other than a determination by Axxxxxx to filing such document abandon any PRA-Specific Patent Rights as described below), Axxxxxx shall have the right to decide on the course of action. (iii) Axxxxxx shall not abandon prosecution or making maintenance of any payment due thereunder to allow for review and comment by MMD, and TKT shall seriously consider all such comments. TKT and MMD shall mutually determine procedures for carrying out the filing, prosecution (including oppositions) and maintenance, as applicable, of patent applications and patents for all Joint Inventions and ******************************** *******, and both parties shall be kept fully informed of and consult and cooperate with respect to all actions taken with respect thereto; provided that, if either party elects to not ****************** of such activity with respect to a particular Joint Invention PRA-Specific Patent Rights without notifying EyePoint in a particular country, then the other party may, ******************* timely manner of Axxxxxx’s intention and discretion, undertake the filing, reason therefore and providing EyePoint with reasonable opportunity to comment upon such abandonment and to assume responsibility for prosecution (including oppositions) and or maintenance of such patent or patent application in such country, and the party not participating in such expenses shall assign its interest in such patent or patent application in such country to the other party, including the rights to receive and collect from third parties any royalties and damages from future or past infringement, but reserving a perpetual royaltyPRA-free non-exclusive license in such country (without the right to sublicense and subject to any limitations imposed by this Agreement, including Section 2.2 hereof) to use such Joint Invention to make, have made, use, distribute for sale and sell any products covered by such patent covering such Joint Invention. The non-participating party will cooperate with the other party, at the other party's expense, as necessary to enable the other party to establish and protect its rights under this subsection 8.2.1. If TKT elects not to continue to seek or maintain patent protection on any patent or patent application which makes up the TKT Specific Patent Rights as set forth below. In the event that Axxxxxx abandons prosecution or relates to maintenance of the TKT Technology PRA-Specific Patent Rights in any country in the MMD Licensed Territory, MMD shall have the right, EyePoint may assume prosecution responsibility for such PRA-Specific Patent Rights in such country at its option, but in sole cost. (iv) Each Party shall disclose and make available to the name of TKT ********************, other Party all material information controlled by such Party that is reasonably necessary for the other Party to file, prosecute (including oppositions) perform its obligations and maintain such patent applications and patents as TKT shall have previously filed in at least one country, provided, however, that the rights of the parties with respect to any such TKT Patent Rights and TKT Technology shall in all other respects be as described in this Agreement. TKT will advise MMD of all decisions taken with respect to any such election in a timely manner in order to allow MMD to protect exercise its rights under this subsection 8.2.1Section 10.2(a), including the filing, prosecution and maintenance of patents and patent applications pursuant to this Section 10.2(a). All such information shall be disclosed to the other Party [***] after it is first developed or learned or its significance is first appreciated. Without limiting the foregoing, each Party agrees to disclose and make available to the other Party all PRA-Specific Patent Rights, as applicable. Each Party agrees to cooperate with the other Party with respect to the filing, prosecution and maintenance of patents and patent applications pursuant to this Section 10.2(a). (v) Each Party shall cause all of its employees, Affiliates, contractors, sublicensees, consultants, clinical investigators and agents, acting under authority from such Party or its sublicensees, (a) to enter into written agreements pursuant to which each such person or entity assigns to such Party all PRA-Specific Patent Rights, and other Inventions that such individual or entity discovers, develops, creates, conceives or reduces to practice in the course of their relationship with such Party or its sublicensees solely in connection with this Agreement but not the Existing Collaboration Agreement; and (b) to execute such other documents and take such other actions as may be necessary to effectuate the foregoing assignments. Each Party agrees to undertake to enforce the agreements referenced in this Section 10.2(a)(v) (including, where appropriate, by legal action). With respect to any university subcontractor and any of its employees, contractors, consultants, clinical investigators and agents, each Party’s obligations under this Section 10.2(a)(v) shall be limited to using commercially reasonable efforts to obtain such assignments, and if a Party is unable to obtain such assignments, to using commercially reasonable efforts to obtain a royalty-free (with the right to sublicense) exclusive license to such PRA-Specific Patent Rights (or an option to obtain a royalty-free sublicensable exclusive license to such PRA-Specific Patent Rights), and failing that, to using commercially reasonable efforts to obtain a royalty-free (with the right to sublicense) non-exclusive license to such PRA-Specific Patent Rights (or an option to obtain a royalty-free sublicensable non-exclusive license to such PRA-Specific Patent Rights).

Filing, Prosecution and Maintenance. TKT of OncoMed Initial Prosecution Patents. OncoMed shall be responsible responsible, using patent counsel selected by OncoMed and reasonably acceptable to BSP (for clarity, all references in this Article 8 to “patent counsel” shall include inside patent counsel as well as outside patent counsel), for the filingpreparation, prosecution (including without limitation any interferences, oppositions, reissue proceedings and reexaminations) and maintenance of all patent applications OncoMed Patents, [***] (“OncoMed Initial Prosecution Patents”). OncoMed shall reasonably inform and patents which make up the TKT Patent Rights and such other registrations related to the TKT Technology. For so long as any of the license grants set forth in Article 3 remain in effect, TKT agrees to file and prosecute patent applications and maintain the patents covering the TKT Patent Rights and, to the extent applicable, for the registration or other protection of the TKT Technology, in all countries in the MMD Territory in which MMD customarily files for products of similar interest. TKT shall consult with MMD BSP, and keep MMD fully informed of important issues relating shall take BSP’s comments into good faith consideration, with respect to the preparation, filing, prosecution and maintenance of such patent applications and patentsOncoMed Initial Prosecution Patents; provided, including patent strategy with respect however, that OncoMed shall endeavor to both existing and future patent applicationspursue patents claiming a Late BSP Development Compound in at least every country listed in Exhibit 8.2.1, patents and patent extensions, and unless otherwise agreed by the Parties. OncoMed shall furnish provide to MMD BSP copies of documents relevant any papers relating to such preparation, the filing, prosecution or maintenance sufficiently of such OncoMed Initial Prosecution Patents reasonably in advance of their being filed or promptly upon their being received, including without limitation draft filings reasonably in advance of their being filed so that BSP can comment and provide input with respect to such draft filings. OncoMed agrees to discuss in good faith any changes reasonably requested by BSP to such papers, including without limitation draft filings, promptly upon their being received. OncoMed agrees to implement any such recommended changes with the goal of optimizing overall patent protection for Late BSP Development Compounds, unless those changes would, in OncoMed’s reasonable belief, be detrimental to the issuance and validity of other OncoMed Initial Prosecution Patents or Patents then being prosecuted by OncoMed. In any event, OncoMed will not finally abandon any claims or will not limit any claims specific to Late BSP Development Compounds without BSP’s prior to filing such document or making any payment due thereunder to allow for review and comment by MMDwritten consent. BSP hereby agrees that the law firms Sterne, and TKT shall seriously consider all such comments. TKT and MMD shall mutually determine procedures for carrying out the filing, prosecution (including oppositions) and maintenance, as applicable, of patent applications and patents for all Joint Inventions and [******************************** *******, ] Certain information in this document has been omitted and both parties shall be kept fully informed of filed separately with the Securities and consult and cooperate Exchange Commission. Confidential treatment has been requested with respect to all actions taken with respect thereto; provided thatthe omitted portions. Xxxxxxx, if either party elects Xxxxxxxxx & Xxx and Xxxxxxx Xxxxx are acceptable to not ****************** BSP for purposes of such activity with respect to a particular Joint Invention in a particular country, then the other party may, ******************* and discretion, undertake the filing, prosecution (including oppositions) and maintenance of such patent or patent application in such country, and the party not participating in such expenses shall assign its interest in such patent or patent application in such country to the other party, including the rights to receive and collect from third parties any royalties and damages from future or past infringement, but reserving a perpetual royalty-free non-exclusive license in such country (without the right to sublicense and subject to any limitations imposed by this Agreement, including Section 2.2 hereof) to use such Joint Invention to make, have made, use, distribute for sale and sell any products covered by such patent covering such Joint Invention. The non-participating party will cooperate with the other party, at the other party's expense, as necessary to enable the other party to establish and protect its rights under this subsection 8.2.1. If TKT elects not to continue to seek or maintain patent protection on any patent or patent application which makes up the TKT Patent Rights or relates to the TKT Technology in any country in the MMD Territory, MMD shall have the right, at its option, but in the name of TKT ********************, to file, prosecute (including oppositions) and maintain such patent applications and patents as TKT shall have previously filed in at least one country, provided, however, that the rights of the parties with respect to any such TKT Patent Rights and TKT Technology shall in all other respects be as described in this Agreement. TKT will advise MMD of all decisions taken with respect to any such election in a timely manner in order to allow MMD to protect its rights under this subsection 8.2.1.

Filing, Prosecution and Maintenance. TKT Each Licensor shall be responsible for have the filingfirst right, prosecution (including oppositions) but not the obligation, to file, prosecute and maintenance of maintain, at its cost and expense, all patents, patent applications applications, and patents which make up the TKT Patent Rights and such other registrations related know-how licensed to the TKT Technology. Licensee pursuant to Article II (“Licensed Patents”); provided, however, that if a Licensor elects not to file, prosecute or maintain any Licensed Patent, and has not otherwise intentionally elected to prevent another party from doing so, then such Licensor shall so notify the Licensee in writing wherever possible according to the following terms: (A) For so long as any abandonments: a. By the later of (i) 60 days in advance of the license grants set forth Abandonment Deadline, or (ii) 5 days after receipt of notification of an applicable action, Licensor shall notify Licensee of the approaching Abandonment Deadline, and b. Within 5 days of making the decision to abandon the application, and not later than 30 days in Article 3 remain advance of the Abandonment Deadline, Licensor shall notify Licensee of the decision to abandon the application. (B) For elections not to file, validate, or designate in effectadditional countries, TKT agrees Licensor shall notify Licensee of the approaching deadline and shall provide a list of countries in which Licensor intends to file file, validate, or designate, by the later of (i) 60 days in advance of the deadline, or (ii) 5 days after receipt of notification of an applicable event. Upon receipt of such notice, the Licensee shall have the right, but not the obligation, at its cost and prosecute patent applications and maintain the patents covering the TKT Patent Rights andexpense, to pursue the extent applicable, for filing or additional filing or support the registration continued prosecution or other protection of the TKT Technology, in all countries in the MMD Territory in which MMD customarily files for products of similar interest. TKT shall consult with MMD and keep MMD fully informed of important issues relating to the preparation, filing, prosecution and maintenance of such patent applications and patentsLicensed Patent. If the Licensee does elect to take such action, including patent strategy with respect to both existing and future patent applications, patents and patent extensionsthen Licensee shall notify Licensor of such election, and Licensor shall furnish to MMD copies of documents relevant to reasonably cooperate with Licensee, upon Licensee’s request and at Licensee’s cost and expense, in connection with such preparation, filing, filing or additional filing or continued prosecution or maintenance sufficiently prior to filing such document or making any payment due thereunder to allow for review and comment by MMD, and TKT shall seriously consider all such comments. TKT and MMD shall mutually determine procedures for carrying out the filing, prosecution (including oppositions) and maintenance, as applicable, of patent applications and patents for all Joint Inventions and ******************************** *******, and both parties shall be kept fully informed of and consult and cooperate with respect to all actions taken with respect thereto; provided thatincluding, if either party elects requested by Licensee, by assigning to not ****************** Licensee all of such activity with respect to a particular Joint Invention in a particular countryLicensor’s right, then the other party may, ******************* title and discretion, undertake the filing, prosecution (including oppositions) and maintenance of such patent or patent application in such country, and the party not participating in such expenses shall assign its interest in and to any such patent Licensed Patent owned by Licensor or patent application in such country any of its Affiliates to the other party, including the rights to receive and collect from third parties any royalties and damages from future or past infringement, but reserving a perpetual royalty-free non-exclusive license in such country (without extent it has the right to sublicense and subject to any limitations imposed by this Agreement, including Section 2.2 hereof) to use such Joint Invention to make, have made, use, distribute for sale and sell any products covered by such patent covering such Joint Invention. The non-participating party will cooperate with the other party, at the other party's expense, as necessary to enable the other party to establish and protect its rights under this subsection 8.2.1. If TKT elects not to continue to seek or maintain patent protection on any patent or patent application which makes up the TKT Patent Rights or relates to the TKT Technology in any country in the MMD Territory, MMD shall have the right, at its option, but in the name of TKT ********************, to file, prosecute (including oppositions) and maintain such patent applications and patents as TKT shall have previously filed in at least one country, provided, however, that the rights of the parties with respect to any such TKT Patent Rights and TKT Technology shall in all other respects be as described in this Agreement. TKT will advise MMD of all decisions taken with respect to any such election in a timely manner in order to allow MMD to protect its rights under this subsection 8.2.1do so.

Filing, Prosecution and Maintenance. TKT Altairnano shall have the sole and exclusive right, but not the obligation, to prepare, file, and prosecute all Licensed Patents throughout the world and shall be responsible for activities related to conducting any interferences, reexaminations, reissues, oppositions, or requests for patent term extension relating to such Licensed Patents. All costs related to the aforementioned activities shall be paid by Altairnano. 3.4.1 ALSHER shall, at the reasonable request of Altairnano, sign or have signed any and all documents necessary in connection with Altairnano’s filing, prosecution, maintenance, extension and enforcement of the Licensed Patents and to take such other actions as Altairnano may reasonably request from ALSHER in connection with the Licensed Patents, the expense for which shall be allocated in accordance with Section 3.5. 3.4.2 Altairnano shall immediately upon the execution of this Agreement and the grant of any of the Licensed Patents grant and enter with ALSHER into a license agreement in the form or substantially the form set out in Exhibit C which license shall be registered by ALSHER with such Patent Offices in the Territory as it considers appropriate. Until the grant of any such license so far as may be legally possible Altairnano and ALSHER shall have the same rights in respect of the Patents and be under the same obligations to each other in all respects as if the said license had been granted. 3.4.3 Altairnano shall keep ALSHER apprised of any material and non-ministerial activities related to the Licensed Patents by providing ALSHER with copies of official actions, amendments, draft responses and responses with respect to Altairnano’s preparation, filing, prosecution (including oppositions) and maintenance of all patent applications the Licensed Patents, and patents which make up the TKT Patent Rights and Altairnano shall take into account ALSHER’s reasonable comments with respect to such other registrations related to the TKT Technologyactivities. For so long as any of the license grants set forth in Article 3 remain in effectOther than considering ALSHER’s reasonable comments, TKT agrees to file and prosecute patent applications and maintain the patents covering the TKT Patent Rights and, to the extent applicable, for the registration or other protection of the TKT Technology, in all countries in the MMD Territory in which MMD customarily files for products of similar interest. TKT Altairnano shall consult have sole discretion with MMD and keep MMD fully informed of important issues relating respect to the preparation, filing, prosecution and maintenance of such patent applications the Licensed Patents. 3.4.4 If Altairnano elects not to file, prosecute, maintain or extend any of the patents that are included within the Licensed Patents, then Altairnano shall promptly (and patents, including patent strategy in any event not less than sixty (60) calendar days prior to the deadline for taking appropriate action with respect to both existing such patent) notify ALSHER of the same and future patent applicationsALSHER shall then have the right, patents and patent extensionsbut not the obligation, and shall furnish to MMD copies of documents relevant to such preparationassume the responsibility for preparing, filing, prosecution or maintenance sufficiently prior to filing prosecuting and maintaining such document or making any payment due thereunder to allow for review patents at ALSHER’s sole expense and comment by MMD, and TKT shall seriously consider all such commentsusing counsel of its choosing. TKT and MMD shall mutually determine procedures for carrying out the filing, prosecution (including oppositions) and maintenance, as applicable, of patent applications and patents for all Joint Inventions and ******************************** *******, and both parties shall be kept fully informed of and consult and cooperate with respect to all actions taken with respect thereto; provided that, if either party If ALSHER elects to not ****************** of such activity with respect to a particular Joint Invention in a particular country, then the other party may, ******************* and discretion, undertake the filing, file and/or continue prosecution (including oppositions) and and/or maintenance of any such patent that Altairnano elects to discontinue, Altairnano shall execute such documents and perform such acts as may be reasonably necessary to permit ALSHER to file, prosecute and/or maintain such patent. Altairnano will provide ALSHER reasonable cooperation and will make available to ALSHER, at reasonable times and under appropriate conditions, access to relevant personnel, records, papers and the like in its possession necessary for ALSHER to file or prosecute such patent application and/or maintain such patent. If ALSHER elects to file and/or continue prosecution and/or maintenance of any such patent or patent application in such countrythat Altairnano elects to discontinue, and the party not participating in such expenses then ALSHER shall assign its interest in such patent or patent application in such country to the other party, including the rights to receive and collect from third parties any royalties and damages from future or past infringement, but reserving a perpetual royalty-free non-exclusive license in such country (without have the right to sublicense file, prosecute and subject to any limitations imposed by this Agreement, including Section 2.2 hereof) to use maintain such Joint Invention to make, have made, use, distribute for sale and sell any products covered by such patent covering such Joint Invention. The non-participating party will cooperate with the other partyLicensed Patents, at the other party's its sole expense, in which event ALSHER shall automatically become the owner of such Licensed Patents, and Altairnano shall execute all such documents and instruments in connection therewith as necessary may be reasonably requested by ALSHER to enable evidence ALSHER’s ownership and rights in such Licensed Patents. 3.4.5 If an Event of Bankruptcy occurs relating to Altairnano, and Altairnano has failed, within thirty (30) days following the other Event of Bankruptcy, to give ALSHER reasonably adequate assurances that it (or a third party to establish on its behalf) is preparing, filing, prosecuting and protect its rights under this subsection 8.2.1. If TKT elects not to continue to seek or maintain patent protection on any patent or patent application which makes up maintaining the TKT Patent Rights or relates to the TKT Technology in any country in the MMD TerritoryLicensed Patents, MMD ALSHER shall have the right, upon notice in writing to Altairnano, to assume the responsibility for preparing, filing, prosecuting and maintaining the Licensed Patents at ALSHER’s sole expense and using counsel of its optionchoosing. If an Event of Bankruptcy occurs relating to Altairnano, but and Altairnano has failed, within thirty (30) days following the Event of Bankruptcy, to give ALSHER reasonably adequate assurances that it (or a third party on its behalf) is adequately preserving and protecting the viability of the Licensed Intellectual Property, ALSHER shall have the right upon notice in writing to Altairnano to take all steps as it considers necessary in the name circumstances to preserve and protect the viability of TKT ********************the Licensed Intellectual Property including without limitation to create and maintain current copies or, if not amenable to copying, descriptions or other appropriate embodiments, to filethe extent feasible, prosecute (including oppositions) and maintain such patent applications and patents as TKT shall have previously filed in at least one country, provided, however, that the rights of the parties with respect to any such TKT Patent Rights and TKT Technology shall in all other respects be as described in this Agreement. TKT will advise MMD of all decisions taken with respect documents and records evidencing conception or reduction to practice of any such election invention claimed or disclosed in a timely manner in order to allow MMD to protect its rights under this subsection 8.2.1any Licensed Intellectual Property.

Filing, Prosecution and Maintenance. TKT Except as otherwise agreed by the Parties, each Party will own a joint undivided interest in each Joint Collaboration Patent Right. Subject to the terms of this Agreement, (a) WuXi will have the first right, but not the obligation, to prepare, file, prosecute, and maintain any Joint Collaboration Patent Rights that claim inventions that specifically relate to any Manufacturing Process, or the Manufacture of Products or Antibodies, and (b) Vir shall be responsible for have the filingfirst right, prosecution but not the obligation to prepare, file, prosecute, and maintain any Joint Collaboration Patent Rights that claim inventions that specifically relate to the composition or method of use of Antibodies or Products, in each case of (including oppositionsa) and maintenance or (b), throughout the world using patent counsel selected by the prosecuting Party in the name of both Parties. The prosecuting Party (the “Prosecuting Party”) shall periodically inform the other Party of all patent applications and patents which make up the TKT Patent Rights and such other registrations related to the TKT Technology. For so long as any of the license grants set forth in Article 3 remain in effect, TKT agrees to file and prosecute patent applications and maintain the patents covering the TKT Patent Rights and, to the extent applicable, for the registration or other protection of the TKT Technology, in all countries in the MMD Territory in which MMD customarily files for products of similar interest. TKT shall consult material steps with MMD and keep MMD fully informed of important issues relating respect to the preparation, filing, prosecution and maintenance of such patent applications and patentsthe Joint Collaboration Patent Rights, including by providing such other Party with a copy of all material submissions to any patent strategy office (including the text of each patent application) and all substantive correspondence received from any patent office with respect to both existing and future patent applications, patents and patent extensions, and shall furnish to MMD copies of documents relevant to such preparation, filing, prosecution or maintenance sufficiently prior to filing such document or making any payment due thereunder to allow for review and comment by MMD, and TKT shall seriously consider all such comments. TKT and MMD shall mutually determine procedures for carrying out the filing, prosecution (including oppositions) and maintenanceJoint Collaboration Patent Rights, as applicable, sufficiently in advance of patent applications submitting such filings or responses so as to allow for a reasonable opportunity for the other Party to review and patents for all Joint Inventions and ******************************** *******, and both parties shall be kept fully informed of and consult and cooperate comment thereon (including providing comments with respect to all actions taken with respect thereto; provided that, if either party elects any decision to file or not ****************** to file in a given jurisdiction). The Prosecuting Party shall (a) consider in good faith the requests and suggestions of such activity the other Party with respect to a particular such drafts and with respect to strategies for filing and prosecuting the Joint Invention Collaboration Patent Rights (including the jurisdictions in a particular country, then which to prosecute and not prosecute) and (b) shall incorporate all such reasonable comments timely provided by the other party mayParty, ******************* and discretion, undertake provided that the filing, Prosecuting Party shall have the final authority over such prosecution (including oppositions) and maintenance of such patent or patent application in such country, and the party not participating in such expenses shall assign its interest in such patent or patent application in such country to the other party, including the rights to receive and collect from third parties any royalties and damages from future or past infringement, but reserving a perpetual royalty-free non-exclusive license in such country (without the right to sublicense and subject to any limitations imposed by this Agreement, including Section 2.2 hereof) to use such Joint Invention to make, have made, use, distribute for sale and sell any products covered by such patent covering such Joint Inventiondecisions. The non-participating party prosecuting Party will cooperate with (i) upon the other partyProsecuting Party’s request, at reasonably assist the other party's expenseProsecuting Party in connection therewith, as necessary to enable and (ii) reimburse the other party to establish and protect its rights under this subsection 8.2.1. If TKT elects not to continue to seek or maintain patent protection on any patent or patent application which makes up the TKT Patent Rights or relates to the TKT Technology in any country in the MMD Territory, MMD shall have the right, at its option, but in the name of TKT Prosecuting Party for [***] of the reasonable costs and expenses incurred by the Prosecuting Party in preparing, filing, prosecuting, and maintaining such Joint Collaboration Patent Rights, which reimbursement will be made pursuant to invoices submitted no more often than once per Calendar Quarter, and within [*****************, to file, prosecute (including oppositions) and maintain such patent applications and patents as TKT shall have previously filed in at least one country, provided, however, that ] following the rights end of the parties with respect to any such TKT Patent Rights and TKT Technology shall in all other respects be as described in this Agreement. TKT will advise MMD of all decisions taken with respect to any such election in a timely manner in order to allow MMD to protect its rights under this subsection 8.2.1Calendar Quarter.