Common use of Interference, Opposition, Reexamination and Reissue Clause in Contracts

Interference, Opposition, Reexamination and Reissue. (a) Either Party shall, within ten (10) days of learning of such event, inform the other Party of any request for, or filing or declaration of, any interference, opposition or reexamination relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents. The Lead Prosecution Party for such patent shall determine a reasonable course of action with respect to any such proceeding, provided that such Party shall consider in good faith the views of the other Party with respect to such proceeding. All responses to or defense against any such request or filing shall be included within the Prosecution efforts above. (b) Astellas shall not initiate any reexamination, interference or reissue proceeding relating to the Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents without first consulting with Ambit and considering its views on the matter. Ambit shall not initiate any reexamination, interference or reissue proceeding relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents without the prior written consent of Astellas, which consent shall not be unreasonably withheld. (c) In connection with any interference, opposition, reissue or reexamination proceeding relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents, Astellas and Ambit will cooperate fully and will provide each other with any information or assistance that either may reasonably request. The Parties shall keep each other informed of developments in any such action or proceeding, including, to the extent permissible by law, consultation and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto. (d) Expenses with respect to any interference, opposition, reexamination or reissue proceeding relating to the Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents shall be borne in the same manner as expenses for the Prosecution efforts with respect to such patents, as set forth above.

Interference, Opposition, Reexamination and Reissue. (a) Either Party 7.4.1 Arvinas shall, within ten (10) days [**] of any of its executive officers learning of such event, inform the other Party Pfizer of any request for, or filing or declaration of, any interference, opposition opposition, reissue or reexamination relating to Ambit Licensed Patents, Ambit Program Patents Arvinas Patent Rights which cover the Development or Commercialization of any Compound or Product exclusively licensed by Pfizer hereunder or Joint Program PatentsPatent Rights. The Lead Prosecution Party for Pfizer shall, within [**] of any of its executive officers learning of such patent event, inform Arvinas of any request for, or filing or declaration of, any interference, opposition, reissue or reexamination relating to Arvinas Patent Rights which cover the Development or Commercialization of any Compound or Product exclusively licensed by Pfizer hereunder or Joint Patent Rights. Pfizer and Arvinas shall thereafter consult and cooperate fully to determine a reasonable course of action with respect to any such proceeding, provided that such Party . Pfizer shall consider have the right to review and approve any submission to be made in good faith the views of the other Party connection with respect to such proceeding. All responses to or defense against any such request or filing shall be included within the Prosecution efforts above. (b) Astellas 7.4.2 Arvinas shall not initiate any reexamination, interference or reissue proceeding relating to Arvinas Patent Rights covering the Ambit Licensed Patents, Ambit Program Patents Development or Commercialization of any Compound or Product exclusively licensed by Pfizer hereunder or Joint Program Patents Patent Rights without first consulting with Ambit and considering its views on the matterprior written consent of Pfizer, which consent shall not be unreasonably withheld or delayed. Ambit Pfizer shall not initiate any reexamination, interference or reissue proceeding relating to Ambit Licensed Patents, Ambit Program Patents Arvinas Patent Rights covering the Development or Commercialization of any Compound or Product exclusively licensed by Pfizer hereunder or Joint Program Patents Patent Rights without the prior written consent of AstellasArvinas, which consent shall not be unreasonably withheldwithheld or delayed. (c) 7.4.3 In connection with any interference, opposition, reissue reissue, or reexamination proceeding relating to Ambit Licensed Patents, Ambit Program Patents Arvinas Patent Rights or Joint Program PatentsPatent Rights, Astellas Pfizer and Ambit Arvinas will cooperate fully and will provide each other with any information or assistance that either may reasonably request. The Parties For Arvinas Patent Rights covering the Development or Commercialization of any Compound or Product exclusively licensed by Pfizer hereunder or Joint Patent Rights, the responsible Party shall keep each the other Party informed of developments in any such action or proceeding, including, to the extent permissible by lawapplicable Laws, consultation and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto. (d) Expenses with respect to 7.4.4 Arvinas shall bear the expense of any interference, opposition, reexamination reexamination, or reissue proceeding relating to Arvinas Patent Rights that Arvinas elected to prosecute and maintain. Pfizer shall control and bear the Ambit Licensed Patentsexpense of any interference, Ambit Program Patents opposition, reexamination, or reissue proceeding relating to Pfizer Patent Rights or Joint Program Patents shall be borne in Patent Rights that Pfizer elected to prosecute and maintain. 7.4.5 Regardless of which Party has the same manner as expenses for the Prosecution efforts with respect right to initiate and prosecute such patentsaction, both Parties shall, as set forth abovesoon as practicable after receiving notice of such action, convene and consult with each other regarding the appropriate course of conduct for such action. The non-initiating Party shall have the right to be kept fully informed and participate in decisions regarding the appropriate course of conduct for such action, and the right to join and participate in such action.

Interference, Opposition, Reexamination and Reissue. (a) Either Party shallMerck and Metabasis, within ten (10) days of learning of such event, shall inform the other Party of any request for, or filing or declaration of, any interference, opposition opposition, or reexamination relating to Ambit Licensed the Prior Patents or Collaboration Patents within thirty (30) days of learning of such event. [***] be the lead party in any such interference, opposition, or reexamination relating to the Prior Patents or Collaboration Patents, Ambit Program Patents or Joint Program Patentssubject to the provisions of this Section 7.2.4(c). The Lead Prosecution Party for such patent [***] shall determine a reasonable course of action have the right to review and consult with respect [***] regarding any submission to any such proceeding, provided that such Party shall consider be made in good faith the views of the other Party connection with respect to such proceeding. All responses Notwithstanding the foregoing or any other provision of this Agreement to or defense against any such request or filing shall be included within the Prosecution efforts above.contrary: (bi) Astellas In any interference, opposition, or reexamination relating to any Prior Patent or Collaboration Patent, [***] shall not initiate (and it will [***]) [***], except as required by law; (ii) [***] shall give [***] timely notice of any reexamination, proposed settlement of an interference or reissue proceeding relating to the Ambit Licensed Patents, Ambit Program Patents a Prior Patent or Joint Program Patents without first consulting with Ambit Collaboration Patent and considering its views on the matter. Ambit shall not initiate any reexamination, interference or reissue proceeding relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents enter into such settlement without the [***] prior written consent of Astellas, which (such consent shall not to be unreasonably withheld.); (ciii) [***] shall give [***] timely notice of any decision not to initiate or continue an interference relating to a Prior Patent or Collaboration Patent, and in such case, so long as such interference does not involve a Prior Patent or Collaboration Patent that claims a Collaboration Compound or Product then under development or commercialization by Merck, shall permit [***], at its sole discretion and expense, to initiate or continue such interference in [***] name; and *** Confidential Treatment Requested (iv) In connection with any interference, opposition, reissue or reexamination proceeding relating to Ambit Licensed the Prior Patents or Collaboration Patents, Ambit Program Patents or Joint Program Patents, Astellas Merck and Ambit Metabasis will cooperate fully and will provide each other with any information or assistance that either may reasonably requestrequests. The Parties Each Party shall keep each the other informed of developments in any such action or proceeding, including, to the extent permissible by law, consultation and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto. (d) Expenses with respect to any interference, opposition, reexamination or reissue proceeding relating to the Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents shall be borne in the same manner as expenses for the Prosecution efforts with respect to such patents, as set forth above.

Interference, Opposition, Reexamination and Reissue. (a) Either 12.3.1 Each Party shall, within ten (10) days [*] of learning of such event, inform the other Party of any request for, or filing or declaration of, any interference, opposition derivation proceeding, supplemental examination, post grant review proceeding, inter partes review proceedings, opposition, reissue or reexamination relating to Ambit Licensed NGM Patents, Ambit Program Collaboration Patents, NP201 Patents or Joint Program PatentsMerck Collaboration Prosecuted Patents being prosecuted or maintained by such Party pursuant to Section 12.2. The Lead Prosecution Party for such patent Merck and NGM shall thereafter consult and cooperate fully to determine a reasonable course of action with respect to any such proceeding, provided that such . The non-prosecuting Party shall consider have the right to review and approve any submission to be made in good faith the views of the other Party connection with respect to such proceeding. All responses to or defense against any such request or filing shall be included within the Prosecution efforts above. (b) Astellas 12.3.2 Each Party shall not initiate any reexamination, derivation proceeding, supplemental examination, post grant review proceeding, inter partes review proceedings, interference or reissue proceeding relating to the Ambit Licensed NGM Patents, Ambit Program Collaboration Patents, NP201 Patents or Joint Program Merck Collaboration Prosecuted Patents without first consulting with Ambit and considering its views being prosecuted or maintained by such Party pursuant to Section 12.2, to the extent such proceeding could be reasonably anticipated to have an impact on the matter. Ambit shall not initiate any reexaminationlicense and rights granted under this Agreement, interference or reissue proceeding relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents without the prior written consent of Astellasthe other Party, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any interference, opposition, reissue or reexamination proceeding relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents, Astellas and Ambit will cooperate fully and will provide each other with any information or assistance that either may reasonably request. 12.3.3 The Parties prosecuting Party shall keep each other the non-prosecuting Party informed of developments in any such action or proceeding, including, to the extent permissible by lawLaw, consultation and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto. (d) Expenses with respect to . Each Party shall bear the expense of any interference, opposition, reexamination re-examination or reissue re-issue proceeding relating to the Ambit Licensed Patents, Ambit Program Patents Patent Rights being prosecuted or Joint Program Patents shall be borne in the same manner as expenses for the Prosecution efforts with respect maintained by such Party pursuant to such patents, as set forth aboveSection 12.2.

Interference, Opposition, Reexamination and Reissue. (a) Either Party 7.4.1 Avalon shall, within ten (10) * days of learning of such event, inform the other Party Merck of any request for, or filing or declaration of, any interference, opposition opposition, reissue or reexamination relating to Ambit Avalon Patent Rights exclusively licensed to Merck with respect to Licensed Patents, Ambit Program Patents Compound or Joint Program PatentsProduct under this Agreement. The Lead Prosecution Party for such patent Merck and Avalon shall thereafter consult and cooperate fully to determine a reasonable course of action with respect to any such proceeding, provided that such Party . Merck shall have the right to review and comment on (which Avalon shall consider in good faith the views of the other Party faith) any submission to be made in connection with respect to such proceeding. All responses to or defense against any such request or filing shall be included within the Prosecution efforts above. (b) Astellas 7.4.2 Avalon shall not initiate any reexamination, interference or reissue proceeding relating to the Ambit Avalon Patent Rights exclusively licensed to Merck with respect to Licensed Patents, Ambit Program Patents Compound or Joint Program Patents without first consulting with Ambit and considering its views on the matter. Ambit shall not initiate any reexamination, interference or reissue proceeding relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents Product under this Agreement without the prior written consent of AstellasMerck, which consent shall not be unreasonably withheld. (c) 7.4.3 In connection with any interference, opposition, reissue reissue, or reexamination proceeding relating to Ambit Avalon Patent Rights exclusively licensed to Merck with respect to Licensed PatentsCompound or Product under this Agreement, Ambit Program Patents or Joint Program Patents, Astellas Merck and Ambit Avalon will cooperate fully and will provide each other with any information or assistance that either may reasonably request. The Parties Avalon shall keep each other Merck informed of developments in any such action or proceeding, including, to the extent permissible by law, consultation and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto. (d) Expenses with respect 7.4.4 Subject to Section 7.3, Avalon shall bear the expense of any interference, opposition, reexamination reexamination, or reissue proceeding relating to Avalon Patent Rights. 7.4.5 Regardless of which Party has the Ambit Licensed Patentsright to initiate and prosecute such action, Ambit Program Patents or Joint Program Patents shall be borne in the same manner as expenses for the Prosecution efforts with respect to such patentsboth Parties shall, as set forth abovesoon as practicable after receiving notice of such action, convene and consult with each other regarding the appropriate course of conduct for such action. The non-initiating Party shall have the right to be kept fully informed and participate in decisions regarding the appropriate course of conduct for such action, and the right to join and participate in such action.

Interference, Opposition, Reexamination and Reissue. (a) Either Party shallA Licensor, within ten (10) days of learning of such an event, shall inform the other Party Merck of any request for, or filing or declaration of, any interference, opposition or reexamination relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program PatentsPatent Assets. The Lead Prosecution Party for Merck and such patent Licensor thereafter shall consult and cooperate fully to determine a reasonable course of action with respect to any such proceeding, provided that such Party proceeding and shall consider in good faith agree upon the views Parties' rights of the other Party with respect review and approval of submissions relating to such proceeding. All responses to or defense against any such request or filing shall be included within proceeding based upon the Prosecution efforts aboveParties' relative interests in the relevant portion of Patent Assets. (b) Astellas A Licensor shall not initiate institute any opposition, reexamination, interference or reissue proceeding relating to the Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents without first consulting with Ambit and considering its views on the matter. Ambit shall not initiate any reexamination, interference or reissue proceeding relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents Patent Assets without the prior written consent of AstellasMerck, which consent shall not unreasonably be unreasonably withheldwithheld or delayed. (c) In connection with any interference, opposition, reissue reissue, or reexamination proceeding relating to Ambit Licensed PatentsPatent Assets, Ambit Program Patents or Joint Program Patents, Astellas Merck and Ambit Licensors will cooperate fully and will provide each other with any information or assistance that either reasonably may reasonably request. The Parties Licensors shall keep each other Merck informed of developments in any such action or proceeding, including, to the extent permissible by law, consultation and approval of any settlementpermissible, the status of any settlement negotiations and the terms of any offer related thereto. (d) Expenses with respect to Licensors shall bear the expense of any interference, opposition, reexamination reexamination, or reissue proceeding relating to Patent Assets. The information below marked by * and [ ] has been omitted pursuant to a request for confidential treatment. The omitted portion has been separately filed with the Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents shall be borne in the same manner as expenses for the Prosecution efforts with respect to such patents, as set forth above.Commission. --------------------------------------------------------------------------------

Interference, Opposition, Reexamination and Reissue. (a) Either Party 7.3.1 Nastech shall, within ten (10) days of learning of such event, inform the other Party Merck of any request for, or filing or declaration of, any interference, opposition opposition, reissue or reexamination relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program PatentsNastech Patent Rights. The Lead Prosecution Party for such patent Merck and Nastech shall thereafter consult and cooperate fully to determine a reasonable course of action with respect to any such proceeding, provided that such Party . Merck shall consider have the right to review and approve any submission to be made in good faith the views of the other Party connection with respect to such proceeding. All responses to or defense against any such request or filing shall be included within the Prosecution efforts above. (b) Astellas 7.3.2 Nastech shall not initiate any reexamination, interference or reissue proceeding relating to the Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents without first consulting with Ambit and considering its views on the matter. Ambit shall not initiate any reexamination, interference or reissue proceeding relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents Patent Rights without the prior written consent of AstellasMerck, which consent shall not be unreasonably withheld. (c) 7.3.3 In connection with any interference, opposition, reissue reissue, or reexamination proceeding relating to Ambit Licensed PatentsPatent Rights, Ambit Program Patents or Joint Program Patents, Astellas Merck and Ambit Nastech will cooperate fully and will provide each other with any information or assistance that either may reasonably request. The Parties Nastech shall keep each other Merck informed of developments in any such action or proceeding, including, to the extent permissible by law, consultation on and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto. (d) Expenses with respect to 7.3.4 Nastech shall bear the expense of any interference, opposition, reexamination reexamination, or reissue proceeding relating to Nastech Patent Rights. 7.3.5 Regardless of which Party has the Ambit Licensed Patentsright to initiate and prosecute such action, Ambit Program Patents or Joint Program Patents shall be borne in the same manner as expenses for the Prosecution efforts with respect to such patentsboth Parties shall, as set forth abovesoon as practicable after receiving notice of such action, convene and consult with each other regarding the appropriate course of conduct for such action. The non-initiating Party shall have the right to be kept fully informed and participate in decisions regarding the appropriate course of conduct for such action, and the right to join and participate in such action. 7.3.6 [***]. [*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

Interference, Opposition, Reexamination and Reissue. (a) Either Party shallEach Party, within ten (10) days of learning of such event, shall inform the other Party of any request for, or filing or declaration of, any interference, opposition opposition, or reexamination relating to Ambit Licensed the NEUROGEN Patents, Ambit Program MSD Patents or Joint Program Patents. The Lead Prosecution NEUROGEN shall be the lead Party for such patent on any NEUROGEN Patents, MSD shall be the lead Party on MSD Patents and Joint Patents. MSD and NEUROGEN thereafter shall consult and cooperate fully to determine a reasonable course of action with respect to any such proceeding, provided that such proceedings. A non-lead Party shall consider have the right to review and consult with the lead Party regarding any submission to be made in good faith the views of the other Party connection with respect to such proceeding. All responses to Neither Party shall initiate, deliberately provoke or defense against participate in any such request or filing shall be included within the Prosecution efforts above. (b) Astellas shall not initiate any reexaminationinterference, interference opposition, reexamination or reissue proceeding relating to the Ambit Licensed NEUROGEN Patents, Ambit Program Patents MSD Patents, or Joint Program Patents without first consulting with Ambit and considering its views on the matter. Ambit shall not initiate any reexamination, interference or reissue proceeding relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents without the prior written consent of Astellasthe other Party, which consent shall not be unreasonably withheld. (c) . In connection with any interference, opposition, reissue reissue, or reexamination proceeding relating to Ambit Licensed the NEUROGEN Patents, Ambit Program MSD Patents or Joint Program Patents, Astellas MSD and Ambit NEUROGEN will cooperate fully and will provide each other with any information or assistance that either may reasonably requestrequests. The Parties Each Party shall keep each the other Party informed of developments in any such action or proceeding, including, to the extent permissible by law, consultation and approval of any settlement, . The obligation of a Party to cooperate and provide assistance in this Section 8.4(c) shall not apply to any interference proceeding involving the status other Party as an opponent and shall not constitute "participation" for purposes of any settlement negotiations and the terms of any offer related thereto. (d) Expenses with respect to Section 8.4(d). MSD shall bear all expenses for any interference, opposition, reexamination reexamination, or reissue proceeding relating to the Ambit Licensed Patentsany NEUROGEN Patent, Ambit Program Patents MSD Patent, or Joint Program Patents shall be borne in the same manner as expenses Patent, for the Prosecution efforts with respect which it elects to such patentsparticipate, as set forth aboveexcept for any interference where NEUROGEN and MSD are opponents.

Interference, Opposition, Reexamination and Reissue. (a) Either 10.3.1 Each Party shall, within ten (10) days of learning of such event, shall promptly inform the other Party of learning of any patent office instituted or Third Party request for, or filing or declaration of, any interference, opposition or reexamination relating to Ambit Licensed Patentsthe InterMune Patent Rights, Ambit Program Patents Roche Patent Rights or Joint Program PatentsPatent Rights. The Lead Prosecution InterMune shall be the lead Party for such patent on any InterMune Patent Rights and Joint Patent Rights, and Roche shall be the lead Party on any Roche Patent Rights. Roche and InterMune shall thereafter consult and cooperate fully to determine a reasonable course of action with respect to any such proceeding, provided that . The Parties shall have the right to review and comment on any submission to be made in connection with such proceeding. 10.3.2 Neither Party shall consider in good faith the views of the other Party with respect to such proceeding. All responses to initiate or defense against request any such request or filing shall be included within the Prosecution efforts above. (b) Astellas shall not initiate any reexaminationinterference, interference opposition, reexamination or reissue proceeding relating to patent applications or patents licensed to the Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents without first consulting with Ambit and considering its views on the matter. Ambit shall not initiate any reexamination, interference or reissue proceeding relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents other Party under this Agreement without the prior written consent of Astellasthe other Party, which consent shall not be unreasonably withheld. (c) 10.3.3 In connection with any interference, opposition, reexamination or reissue or reexamination proceeding relating to Ambit Licensed Patentspatent applications or patents licensed to the other Party under this Agreement, Ambit Program Patents or Joint Program Patents, Astellas Roche and Ambit will InterMune shall cooperate fully and will shall provide each other with any information or assistance that either may reasonably request. The Parties shall keep each other informed of developments in any such action or proceeding, including, to the extent [*] Certain information on this page has been redacted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. permissible by law, consultation on and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto. (d) Expenses with respect to 10.3.4 Each Party shall bear the expense of any interference, opposition, reexamination reexamination, or reissue proceeding relating to its respective patent applications or patents licensed to the Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents shall be borne in the same manner as expenses for the Prosecution efforts with respect to such patents, as set forth aboveother Party under this Agreement.

Interference, Opposition, Reexamination and Reissue. (a) Either Party shallEach Party, within ten (10) days of learning of such event, shall inform the other Party of any request for, or filing or declaration of, any interference, opposition opposition, or reexamination relating to Ambit Licensed the Arena Patents, Ambit Program Merck Patents or Joint Program Collaboration Patents. The Lead Prosecution ARENA shall be the lead Party for such patent on any ARENA Patents, MERCK shall be the lead Party on Merck Patents and Collaboration Patents. MERCK and ARENA thereafter shall consult and cooperate fully to determine a reasonable course of action with respect to any such proceeding, provided that such proceedings. A non-lead Party shall consider have the right to review and consult with the lead Party regarding any submission to be made in good faith the views of the other Party connection with respect to such proceeding. All responses to or defense against any such request or filing shall be included within the Prosecution efforts above. (b) Astellas Neither Party shall not initiate any reexaminationopposition, interference reexamination or reissue proceeding relating to the Ambit Licensed Arena Patents, Ambit Program Patents or Joint Program Patents without first consulting with Ambit and considering its views on the matter. Ambit shall not initiate any reexamination, interference or reissue proceeding relating to Ambit Licensed Merck Patents, Ambit Program Patents or Joint Program Collaboration Patents without the prior written consent of Astellasthe other Party, which consent shall not be unreasonably withheld. (c) In connection with any interference, opposition, reissue reissue, or reexamination proceeding relating to Ambit Licensed the Arena Patents, Ambit Program Merck Patents or Joint Program Collaboration Patents, Astellas MERCK and Ambit ARENA will cooperate fully and will provide each other with any information or assistance that either may reasonably requestrequests. The Parties Each Party shall keep each the other Party informed of developments in any such action or proceeding, including, to the extent permissible by law, consultation and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto. (d) Expenses with respect to Each Party shall bear its own expenses for any interference, opposition, reexamination reexamination, or reissue proceeding relating to the Ambit Licensed Patentsany solely owned Patent. For any interference, Ambit Program Patents opposition, reexamination, or Joint Program Patents reissue proceeding relating to any Collaboration Patent, expenses shall be borne in shared equally by the same manner as expenses for the Prosecution efforts with respect to such patents, as set forth aboveParties.

Interference, Opposition, Reexamination and Reissue. (a) Either Each Party shall, within ten (10) days of learning of such event, inform the other Party of any request for, or filing or declaration of, any interference, opposition opposition, reissue or reexamination relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program PatentsPatent Rights. The Lead Prosecution Party for right to control any such patent shall determine a reasonable course of action proceeding with respect to any such proceeding, provided that such Party Licensed Program Patent Rights shall consider in good faith the views of the other Party be as specified with respect to such proceeding. All responses to or defense against any such request or filing shall be included within the Prosecution efforts abovepatent filing, prosecution and maintenance in Section 8.2.1. (b) Astellas Neither Party shall not initiate any reexamination, interference or reissue proceeding relating to the Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents without first consulting with Ambit and considering its views on the matter. Ambit shall not initiate any reexamination, interference or reissue proceeding relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents Patent Rights without the prior written consent of Astellasthe other, which consent shall not be unreasonably withheld. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. (c) In connection with any interference, opposition, reissue reissue, or reexamination proceeding relating to Ambit Licensed PatentsProgram Patent Rights, Ambit Program Patents or Joint Program Patents, Astellas Merck and Ambit Geron will cooperate fully and will provide each other with any information or assistance that either may reasonably request. The Parties Each Party shall keep each the other informed of developments in any such action or proceeding, including, to the extent permissible by law, consultation on and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto. (d) Expenses with respect to Geron shall bear the expense of any interference, opposition, reexamination reexamination, or reissue proceeding relating to Geron Program Patent Rights. Merck shall bear the Ambit Licensed Patentsexpense of any interference, Ambit opposition, reexamination, or reissue proceeding relating to Merck Program Patents Patent Rights or Joint Program Patents shall be borne in the same manner as expenses for the Prosecution efforts with respect to such patents, as set forth abovePatent Rights.

Interference, Opposition, Reexamination and Reissue. (a) Either Party shall, within ten (10) days of learning of such event, Idenix and Metabasis shall inform the other Party of any request for, or filing or declaration of, any interference, opposition opposition, or reexamination relating to Ambit Licensed the Collaboration Patents within [***] after learning of such event. Idenix shall be the lead Party in any such interference, opposition, or reexamination relating to the Collaboration Patents, Ambit Program Patents subject to the provisions of this Section 9.2(d)(iii). Metabasis shall have the right to review and consult with Idenix regarding any submission to be made in connection with such proceeding. Notwithstanding the foregoing or Joint Program Patents. The Lead Prosecution Party for such patent shall determine a reasonable course any other provision of action with respect this Agreement to the contrary: (1) In any interference, opposition, or reexamination relating to any Collaboration Patent, Idenix shall not (and it will direct Joint Patent Counsel and its witnesses and experts not to) distinguish or disparage any claimed subject matter of a Metabasis Core Patent, without Metabasis’ prior written consent (such proceeding, provided that consent not to be unreasonably withheld and such Party shall consider consent to be negotiated in good faith the views of the other Party with respect all due consideration to such proceeding. All responses to or defense against any such request or filing shall be included within the Prosecution efforts above.deadlines) except as required by law; (b2) Astellas Idenix shall give Metabasis timely notice of any proposed settlement of an interference relating to a Collaboration Patent and shall not initiate any reexamination, interference or reissue proceeding relating to the Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents enter into such settlement without first consulting with Ambit and considering its views on the matter. Ambit shall not initiate any reexamination, interference or reissue proceeding relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents without the Metabasis’ prior written consent of Astellas, which (such consent shall not to be unreasonably withheld.); (c3) Idenix shall give Metabasis timely notice of any decision not to initiate or continue an interference relating to a Collaboration Patent, and in such case, so long as such interference does not involve a Collaboration Patent that claims the composition or method of manufacture or use of a Development Candidate or Product then under development or commercialization by Idenix, shall permit Metabasis, at its sole discretion and expense, to initiate or continue such interference in Metabasis’ name; in any interference, opposition, or reexamination relating to any Collaboration Patent, Metabasis shall not (and it will direct Joint Patent Counsel and its witnesses and experts not to) distinguish or disparage any claimed subject matter of an Idenix Core Patent without Idenix’ prior written consent (such consent not to be unreasonably withheld and such consent to be negotiated in good faith with all due consideration to any deadlines) except as required by law; and (4) In connection with any interference, opposition, reissue or reexamination proceeding relating to Ambit Licensed the Collaboration Patents, Ambit Program Patents or Joint Program Patents, Astellas Idenix and Ambit Metabasis will cooperate fully and will provide each other with any information or assistance that either may reasonably requestrequests. The Parties Each Party shall keep each the other informed of developments in any such action or proceeding, including, to the extent permissible by law, consultation and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto. (d) Expenses with respect to any interference, opposition, reexamination or reissue proceeding relating to the Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents shall be borne in the same manner as expenses for the Prosecution efforts with respect to such patents, as set forth above.

Interference, Opposition, Reexamination and Reissue. (a) Either Party shall, within 7.4.1 Within ten (10) days of learning of such event, inform the other Party of any request for, or filing or declaration of, any interference, opposition opposition, reissue or reexamination relating to Ambit Licensed FHT Collaboration Program Patents, Ambit Program Patents or Joint Program PatentsFHT shall inform Merck of such event. The Lead Prosecution Party for such patent Merck and FHT shall thereafter consult and cooperate fully to determine a reasonable course of action with respect to any such proceeding, provided that such Party . Merck shall consider have the right to review and approve any submission to be made in good faith the views of the other Party connection with respect to such proceeding. All responses to or defense against any such request or filing shall be included within the Prosecution efforts above. (b) Astellas 7.4.2 FHT shall not initiate any reexamination, interference or reissue proceeding relating to the Ambit Licensed Patents, Ambit FHT Collaboration Program Patents or Joint Program Patents without first consulting with Ambit and considering its views on the matter. Ambit shall not initiate any reexamination, interference or reissue proceeding relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents Patent Rights without the prior written consent of AstellasMerck, which consent shall not be unreasonably withheld. (c) 7.4.3 In connection with any interference, opposition, reissue reissue, or reexamination proceeding relating to Ambit Licensed PatentsFHT Collaboration Program Patent Rights, Ambit Program Patents or Joint Program Patents, Astellas Merck and Ambit FHT will cooperate fully and will provide each other with any information or assistance that either may reasonably request. The Parties FHT shall keep each other Merck informed of [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. developments in any such action or proceeding, including, to the extent permissible by law, consultation and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto. (d) Expenses with respect to 7.4.4 FHT shall bear the expense of any interference, opposition, reexamination reexamination, or reissue proceeding relating to the Ambit Licensed FHT Collaboration Program Patent Rights. 7.4.5 For Joint Collaboration Program Patents, Ambit Program Patents or Joint Program Patents shall be borne the Filing Party is treated in the same manner as expenses for the Prosecution efforts with respect to such patents, as set forth aboveFHT is treated in Sections 7.4.1-7.4.4.

Interference, Opposition, Reexamination and Reissue. (a) Either 12.3.1 Each Party shall, within ten (10) days [***] of learning of such event, inform the other Party of any request for, or filing or declaration of, any interference, opposition derivation proceeding, supplemental examination, post grant review proceeding, inter partes review proceedings, opposition, reissue or reexamination relating to Ambit Licensed NGM Patents, Ambit Program Collaboration Patents or Joint Program Merck Collaboration Prosecuted Patents being prosecuted or maintained by such Party pursuant to Section 12.2 (other than Merck Tail Period Patents). The Lead Prosecution Party for such patent Merck and NGM shall thereafter consult and cooperate fully to determine a reasonable course of action with respect to any such proceeding, provided that such . The non-prosecuting Party shall consider have the right to review and approve any submission to be made in good faith the views of the other Party connection with respect to such proceeding. All responses to or defense against any such request or filing shall be included within the Prosecution efforts above. (b) Astellas 12.3.2 Each Party shall not initiate any reexamination, derivation proceeding, supplemental examination, post grant review proceeding, inter partes review proceedings, interference or reissue proceeding relating to the Ambit Licensed NGM Patents, Ambit Program Collaboration Patents or Joint Program Merck Collaboration Prosecuted Patents without first consulting with Ambit and considering its views being prosecuted or maintained by such Party pursuant to Section 12.2 (other than Merck Tail Period Patents), to the extent such proceeding could be reasonably anticipated to have an impact on the matter. Ambit shall not initiate any reexaminationlicense and rights granted under this Agreement, interference or reissue proceeding relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents without the prior written consent of Astellasthe other Party, which consent shall not be unreasonably withheld, conditioned or delayed. (c) In connection with any interference, opposition, reissue or reexamination proceeding relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents, Astellas and Ambit will cooperate fully and will provide each other with any information or assistance that either may reasonably request. 12.3.3 The Parties prosecuting Party shall keep each other the non-prosecuting Party informed of developments in any such action or proceeding, including, to the extent permissible by lawLaw, consultation and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto. (d) Expenses with respect to . Each Party shall bear the expense of any interference, opposition, reexamination re-examination or reissue re-issue proceeding relating to the Ambit Licensed Patents, Ambit Program Patents Patent Rights being prosecuted or Joint Program Patents shall be borne in the same manner as expenses for the Prosecution efforts with respect maintained by such Party pursuant to such patents, as set forth aboveSection 12.2.

Interference, Opposition, Reexamination and Reissue. (ai) Either Each Party shall, within ten (10) days shall promptly inform the other of learning of such event, inform the other Party of any patent office instituted or third Person request for, or filing or declaration of, or Seller’s or Buyer’s request for (as authorized below), or filing or declaration of, any interference, opposition or reexamination relating to Ambit any of the Patents included in the Licensed PatentsIntellectual Property or the Purchased Intellectual Property. To the extent such proceeding pertains to a Patent that claims, Ambit Program Patents either generically or Joint Program Patentsspecifically, the Purchased Compound or a method of making and/or using same, Buyer shall be entitled to initiate or be the lead Party on any such proceeding. The Lead Prosecution Party for such patent Buyer shall determine a reasonable course of action consult appropriately with Seller with respect to any such proceeding, provided that such Party proceeding and Seller shall consider have the right to review and comment on any submission to be made in good faith the views of the other Party with respect to such proceeding. All responses to or defense against any such request or filing shall be included within the Prosecution efforts above. (b) Astellas shall not initiate any reexamination, interference or reissue proceeding relating to the Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents without first consulting with Ambit and considering its views on the matter. Ambit shall not initiate any reexamination, interference or reissue proceeding relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents without the prior written consent of Astellas, which consent shall not be unreasonably withheld. (c) In connection with any such proceeding, which comments shall be considered by Buyer in good faith. To the extent an interference, opposition, reissue reexamination, or reexamination proceeding relating Reissue pertains to Ambit a patent under Licensed PatentsIntellectual Property or Purchased Intellectual Property that does not claim, Ambit Program Patents either specifically or Joint Program Patentsgenerically, Astellas and Ambit will cooperate fully and will provide each other with any information the Purchased Compound or assistance that either may reasonably request. The Parties a method of making and/or using same, Seller shall keep each other informed of developments in be entitled to initiate or be the lead Party on any such action or proceeding, including, to the extent permissible by law, consultation and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto. (d) Expenses . Seller shall consult appropriately with Buyer with respect to any such proceeding and Buyer shall have the right to review and comment on any submission to be made in connection with any such proceeding, which comments shall be considered by Seller in good faith. A Party’s obligation to consider comments in good faith shall not require such Party to take any action that it determines is not in its self-interest. (ii) The Party that initiates or leads the interference, opposition, reexamination or reissue proceeding relating to shall bear the Ambit Licensed Patentsexpense of that interference, Ambit Program Patents opposition, reexamination, or Joint Program Patents shall be borne in the same manner as expenses for the Prosecution efforts with respect to such patents, as set forth abovereissue proceeding.

Interference, Opposition, Reexamination and Reissue. For Funded Patent Rights, * Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment and those portions have been filed separately with the Securities and Exchange Commission. (a) Either Party ZNOMICS shall, within ten (10) days of learning of such event, inform the other Party MERCK of any request for, or filing or declaration of, any interference, opposition opposition, reissue or reexamination relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program PatentsFunded Patent Rights. The Lead Prosecution Party for such patent MERCK and ZNOMICS shall thereafter consult and cooperate fully to determine a reasonable course of action with respect to any such proceeding, provided that such Party . MERCK shall consider have the right to review and approve any submission to be made in good faith the views of the other Party connection with respect to such proceeding. All responses to or defense against any such request or filing shall be included within the Prosecution efforts above. (b) Astellas ZNOMICS shall not initiate any reexamination, interference or reissue proceeding relating to the Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents without first consulting with Ambit and considering its views on the matter. Ambit shall not initiate any reexamination, interference or reissue proceeding relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents Funded Patent Rights without the prior written consent of AstellasMERCK, which consent shall not be unreasonably withheld. (c) In connection with any interference, opposition, reissue reissue, or reexamination proceeding relating to Ambit Licensed PatentsFunded Patent Rights, Ambit Program Patents or Joint Program Patents, Astellas MERCK and Ambit ZNOMICS will cooperate fully and will provide each other with any information or assistance that either may reasonably request. The Parties ZNOMICS shall keep each other MERCK informed of developments in any such action or proceeding, including, to the extent permissible by law, consultation on and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto. (d) Expenses with respect ZNOMICS shall bear the expense, if ZNOMICS elects to engage in such proceedings, of any interference, opposition, reexamination, or reissue proceeding relating to Funded Patent Rights. ZNOMICS shall inform MERCK of its decisions on such proceedings promptly after the decisions are made. MERCK may elect to bear the expense of engaging in any interference, opposition, reexamination or reissue proceeding relating to the Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents shall be borne Funded Patent Rights if ZNOMMICS elects not to engage in the same manner as expenses for the Prosecution efforts with respect to such patents, as set forth aboveproceedings.

Interference, Opposition, Reexamination and Reissue. (a) Either Party shall, Merck and Sunesis within ten (10) days of learning of such event, shall inform the other Party of any request for, or filing or declaration of, any interference, opposition opposition, or reexamination relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program the Research Patents. The Lead Prosecution Sunesis shall be the lead party on any Sunesis Research Patents. Merck shall be the lead Party for such patent on Merck Research Patents and Joint Research Patents. Merck and Sunesis thereafter shall consult and cooperate fully to determine a reasonable course of action with respect to any such proceeding, provided that such proceedings. A non-lead Party shall consider have the right to review and consult with the lead Party regarding any submission to be made in good faith the views of the other Party connection with respect to such proceeding. All responses to or defense against any such request or filing shall be included within the Prosecution efforts above. (bi) Astellas Neither Merck nor Sunesis shall not initiate any reexaminationopposition, interference reexamination or reissue proceeding relating to the Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents without first consulting with Ambit and considering its views on the matter. Ambit shall not initiate any reexamination, interference or reissue proceeding relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program Research Patents without the prior written consent of Astellasthe other party, which consent shall not be unreasonably withheld. (cii) Merck shall give Sunesis timely notice of any proposed settlement of an interference relating to a Joint Research Patent, and in such case, to the extent such interference does not involve a Joint Research Patent that claims a Lead Compound and/or Development Candidate that modulates the activity of a Target or that claims a Sole Merck-Derived Compound outside the Field, Merck shall not enter into such settlement without Sunesis’ prior written consent (such consent not to be unreasonably withheld). (iii) Merck shall give Sunesis timely notice of any decision not to initiate or continue an interference relating to a Joint Research Patent, and in such case, so long as such interference does not involve a Joint Research Patent that claims a Lead Compound and/or Development Candidate that modulates the activity of BACE or that claims a Sole Merck-Derived Compound outside the Field, shall permit Sunesis, at its sole discretion and expense, to initiate or continue such interference in Sunesis’ name. (iv) In connection with any interference, opposition, reissue or reexamination proceeding relating to Ambit Licensed the Research Patents, Ambit Program Patents or Joint Program Patents, Astellas Merck and Ambit Sunesis will cooperate fully and will provide each other with any information or assistance that either may reasonably requestrequests. The Parties Each Party shall keep each the other informed of developments in any such action or proceeding, including, to the extent permissible by law, consultation and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto. (d) Expenses with respect to any interference, opposition, reexamination or reissue proceeding relating to the Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents shall be borne in the same manner as expenses for the Prosecution efforts with respect to such patents, as set forth above.

Interference, Opposition, Reexamination and Reissue. (a) Either 12.2.1 Each Party shall, within ten (10) days of learning of such eventan interference, opposition proceeding, or reexamination and/or reissue of one of its patents, inform the other Party of any request for, or filing or declaration of, any interference, opposition opposition, reissue or reexamination relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program Patentseach Party’s Patent Rights. The Lead Prosecution Party for such patent Merck and GTx shall thereafter consult and cooperate fully to determine a reasonable course of action with respect to any such proceeding, provided that such Party . Merck shall consider have the right to review and approve any submission to be made in good faith the views of the other Party connection with respect to such proceeding. All responses to or defense against any such request or filing shall be included within the Prosecution efforts above. (b) Astellas shall 12.2.2 Each Party agrees that it will not initiate any opposition, reexamination, interference or reissue proceeding relating to the Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents without first consulting with Ambit and considering its views on the matter. Ambit shall not initiate any reexamination, interference or reissue proceeding relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents their respective Patent Rights without the prior written consent of Astellasthe other Party, which such consent shall not to be unreasonably withheld. (c) 12.2.3 In connection with any interference, opposition, reissue reissue, or reexamination proceeding relating to Ambit Licensed PatentsGTx Patent Rights, Ambit Program Patents GTx shall take the lead. Merck and GTx will cooperate fully and will provide each other with all Material Patent Documents and Material Patent Drafts relating to GTx Patent Rights, and provide any information or Joint Program Patentsassistance that either may reasonably request. Merck shall have the right to approve any submission to be made in connection with such proceeding, Astellas such approval not to be unreasonably withheld. If GTx shall fail or refuse to take any action with regard to any interference, opposition, reissue, or reexamination proceeding pertaining to the GTx Patent Rights within thirty (30) days after GTx shall have been notified thereof, then Merck shall have the right to take the lead, and Ambit Merck and GTx will cooperate fully and will provide each other with any information or assistance that either may reasonably request. 12.2.4 In connection with any interference, opposition, reissue, or reexamination proceeding relating to Merck Patent Rights and/or Joint Patent Rights, Merck shall take the lead. The Parties shall keep Merck and GTx will cooperate fully and will provide each other informed of developments with all Material Patent Documents and Material Patent Drafts relating to Merck Patent Rights and/or Joint Patent Rights, and provide any information or assistance that either may reasonably request. GTx shall have the right to approve any submission to be made in any connection with such action or proceeding, including, such approval not to the extent permissible by law, consultation and approval of be unreasonably withheld. If Merck shall fail or refuse to take any settlement, the status of any settlement negotiations and the terms of any offer related thereto. (d) Expenses action with respect regard to any interference, opposition, reissue, or reexamination proceeding pertaining to the Merck Patent Rights and/or Joint Patent Rights within thirty (30) days after Merck shall have been notified thereof, then GTx shall have the right to take the lead, and Merck and GTx will cooperate fully and will provide each other with any information or assistance that either may reasonably request. 12.2.5 The Parties shall share equally in the expense of any interference, opposition, reexamination, or reissue proceeding relating to the Ambit Licensed PatentsGTx Patent Rights, Ambit Program Patents Merck Patent Rights or Joint Program Patents Patent Rights. 12.2.6 Both Parties shall, as soon as practicable after receiving notice of such action, convene and consult with each other regarding the appropriate course of conduct for such action. Each Party shall have the right to be borne kept fully informed by the other Party and to participate in the same manner as expenses decisions regarding the appropriate course of conduct for such action, and the Prosecution efforts with respect right to join and participate in such patents, as set forth aboveaction.

Interference, Opposition, Reexamination and Reissue. (a) Either AVEO shall, within ten (10) days of learning of such event, inform MERCK of any request for, or filing or declaration of, any interference, opposition, reissue or reexamination relating to AVEO Patent Rights. In addition, each Party shall, within ten (10) days of learning of such event, inform the other Party of any request for, or filing or declaration of, any interference, opposition opposition, reissue or reexamination relating to Ambit Licensed Patents, Ambit Program Patents or the Joint Program PatentsPatent Rights. The Lead Prosecution Party for such patent MERCK and AVEO shall thereafter consult and cooperate fully to determine a reasonable course of action (including allocation of costs) with respect to any such proceeding. The non-responding party shall have the right to review and approve (such approval not to be unreasonably withheld, provided that such Party shall consider conditioned or delayed) any submission to be made in good faith the views of the other Party connection with respect to such proceeding. All responses to or defense against any such request or filing shall be included within the Prosecution efforts above. (b) Astellas AVEO shall not initiate any reexamination, interference or reissue proceeding relating to the Ambit Licensed PatentsAVEO Patent Rights without prior consultation with MERCK, Ambit Program Patents or Joint Program Patents without first consulting with Ambit and considering its views on the matter. Ambit neither Party shall not initiate any reexamination, interference or reissue proceeding relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents Patent Rights without the prior written consent of Astellasthe other Party, which consent shall not be unreasonably withheld. (c) In connection with any interference, opposition, reissue reissue, or reexamination proceeding relating to Ambit Licensed Patents, Ambit Program Patents AVEO Patent Rights or Joint Program PatentsPatent Rights, Astellas MERCK and Ambit AVEO will cooperate fully and will provide each other with any information or assistance that either may reasonably request. The Parties AVEO shall keep each other MERCK informed of developments in any such action or proceeding, including, to the extent permissible by law, consultation on and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto. (d) Expenses with respect to AVEO shall bear the expense of any interference, opposition, reexamination reexamination, or reissue proceeding relating to the Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents shall be borne in the same manner as expenses for the Prosecution efforts with respect to such patents, as set forth aboveAVEO Patent Rights.

Interference, Opposition, Reexamination and Reissue. (a) Either 7.3.1 Each Party shall, within ten (10) days of learning of such event, inform the other Party of any request for, or filing or declaration of, any interference, opposition opposition, reissue or reexamination relating to Ambit Licensed Patents, Ambit Program Patents DOV Patent Rights or Joint Program PatentsPatent Rights. The Lead Prosecution Party for such patent MERCK and DOV shall thereafter consult and cooperate fully to determine a reasonable course of action with respect to any such proceeding, provided that . MERCK shall have the right to review and approve any submission to be made in connection with such Party shall consider in good faith the views of the other Party with respect proceeding relating to such proceeding. All responses to or defense against any such request or filing shall be included within the Prosecution efforts aboveDOV Patent Rights. (b) Astellas 7.3.2 DOV shall not initiate any reexamination, interference or reissue proceeding relating to DOV Patent Rights without the Ambit Licensed Patentsprior written consent of MERCK, Ambit Program Patents or Joint Program Patents without first consulting with Ambit and considering its views on the matterwhich consent shall not be unreasonably withheld. Ambit MERCK shall not initiate any reexamination, interference or reissue proceeding relating to Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents Patent Rights without the prior written consent of AstellasDOV, which consent shall not be unreasonably withheld. (c) 7.3.3 In connection with any interference, opposition, reissue reissue, or reexamination proceeding relating to Ambit Licensed Patents, Ambit Program Patents DOV Patent Rights or Joint Program PatentsPatent Rights, Astellas MERCK and Ambit DOV will cooperate fully and will provide each other with any information or assistance that either may reasonably request. The Parties Each Party shall keep each the other Party informed of developments in any such action or proceeding, including, to the extent permissible by law, consultation on and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto. (d) Expenses with respect 7.3.4 DOV shall bear the expense of any interference, opposition, reexamination, or reissue proceeding relating to DOV Patent Rights. Both Parties shall share equally the expense of any interference, opposition, reexamination or reissue proceeding relating related to Joint Patent Rights. [LOGO] Restricted Confidential Limited Access 7.3.5 Regardless of which Party has the Ambit Licensed Patentsright to initiate and prosecute such action, Ambit Program Patents or Joint Program Patents shall be borne in the same manner as expenses for the Prosecution efforts with respect to such patentsboth Parties shall, as set forth abovesoon as practicable after receiving notice of such certification, convene and consult with each other regarding the appropriate course of conduct for such action. The non-initiating Party shall have the right to be kept fully informed and participate in decisions regarding the appropriate course of conduct for such action, and the right to join and participate in such action.

Interference, Opposition, Reexamination and Reissue. (a) Either Party shall, within 7.4.1 Within ten (10) days of learning of such event, inform the other Party of any request for, or filing or declaration of, any interference, opposition opposition, reissue or reexamination relating to Ambit Licensed Patents, Ambit FHT Collaboration Program Patents exclusively licensed or Joint Program Patentssubject to an exclusive license option, FHT shall inform Merck of such event. The Lead Prosecution Party for such patent Merck and FHT shall thereafter consult and cooperate fully to determine a reasonable course of action with respect to any such proceeding, provided that such Party . Merck shall consider have the right to review and approve any submission to be made in good faith the views of the other Party connection with respect to such proceeding. All responses to or defense against any such request or filing shall be included within the Prosecution efforts above. (b) Astellas 7.4.2 FHT shall not initiate any reexamination, interference or reissue proceeding relating to the Ambit Licensed Patents, Ambit FHT Collaboration Program Patents Patent Rights exclusively licensed or Joint Program Patents without first consulting with Ambit and considering its views on the matter. Ambit shall not initiate any reexamination, interference or reissue proceeding relating subject to Ambit Licensed Patents, Ambit Program Patents or Joint Program Patents Merck’s exclusive license option without the prior written consent of AstellasMerck, which consent shall not be unreasonably withheld. (c) 7.4.3 In connection with any interference, opposition, reissue reissue, or reexamination proceeding relating to Ambit Licensed PatentsFHT Collaboration Program Patent Rights exclusively licensed or subject to an exclusive license option, Ambit Program Patents or Joint Program Patents, Astellas Merck and Ambit FHT will cooperate fully and will provide each other with any information or assistance that either may reasonably request. The Parties FHT shall keep each other Merck informed of developments in any such action or proceeding, including, to the extent permissible by law, consultation and approval of any settlement, the status of any settlement negotiations and the terms of any offer related thereto. (d) Expenses with respect to 7.4.4 FHT shall bear the expense of any interference, opposition, reexamination reexamination, or reissue proceeding relating to the Ambit Licensed Patents, Ambit FHT Collaboration Program Patents or Joint Program Patents shall be borne in the same manner as expenses for the Prosecution efforts with respect to such patents, as set forth abovePatent Rights.