Common use of Joint Patents Clause in Contracts

Joint Patents. With respect to any potentially patentable Joint Invention, AstraZeneca shall have the first right, but not the obligation, to prepare patent applications based on such Joint Invention, to file and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain such Joint Patent. The Party that is responsible for preparing, filing, prosecuting, and maintaining a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or credit.

Joint Patents. With respect to any potentially patentable Joint Invention(i) Intrexon shall be responsible for filing, AstraZeneca shall have the first right, but not the obligation, to prepare patent applications based on such Joint Invention, to file prosecuting and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain maintaining any Joint Patents issuing therefromat its own cost and expense, in except that ARES TRADING shall be responsible for maintaining at its own cost and expense any jurisdictions throughout issued Joint Patents which are requested by ARES TRADING and directed exclusively to the Territorycomposition, formulation, manufacture or use of one or more Products (“Product Specific Patents”). FibroGen ARES TRADING and Intrexon shall have cooperate, to the corresponding first rightextent such is reasonable and can be done without substantially compromising the value and or protection of any Inventions, but not to develop a suitable portfolio of Product Specific Patents and shall coordinate on the obligationterritory (country list) where protection is intended. To this end, in any jurisdictions outside of during the Territory other than ChinaTerm ARES TRADING may request, in respect of which the China Agreement shall govern. If AstraZeneca determines in at its sole discretion to abandondiscretion, cease prosecution that Intrexon file one or otherwise not file more continuation or maintain any divisional applications (as appropriate) within an application for Joint Patent anywhere for the express purpose of creating Product Specific Patents, which request shall be honored to the extent reasonable, permitted by applicable laws, and otherwise consistent with this Agreement. Each Joint Owner shall fully cooperate with the other Joint Owner in connection with the Territoryfiling, then AstraZeneca shall provide FibroGen written notice prosecution and maintenance of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain such Joint PatentPatents. The Party that is responsible Joint Owner for preparing, filing, prosecuting, and maintaining a particular Joint Patent (the “Prosecuting Party”) shall provide consult with the other Party reasonable opportunity to review and comment on such prosecution efforts regarding Joint Owner, shall keep the other Joint Owner reasonably informed of the status of such Joint Patent, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall promptly provide the other Party Joint Owner with a copy drafts of all proposed material communications from any filings and correspondences with the patent authority in the applicable jurisdictions regarding the authorities with respect to such Joint Patent being prosecuted by for such Party, other Joint Owner’s review and comment prior to the submission of such proposed filings and correspondences. The responsible Joint Owner shall provide drafts of any material filings or responses confer with the other Joint Owner and take into consideration such other Joint Owner’s comments prior to be made to such patent authorities a reasonable amount of time in advance of submitting such filings and correspondences, provided that such other Joint Owner shall provide such comments within [*****] days of receiving the draft filings and correspondences from the responsible Joint Owner. If such other Joint Owner does not provide comments within such period of time, then such other Joint Owner shall be deemed to have no comment to such proposed filings or responsescorrespondences. In particular, each Party agrees to provide case of disagreement between the other Party Joint Owners with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction respect to the other Party for no additional consideration; and (ii) if such assignment is effectedfiling, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of such Joint Patents in Patents, the Territory final decision shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively made by the other Party, without reimbursement or creditresponsible Joint Owner.

Joint Patents. With respect (i) Subject to any potentially patentable Joint Inventionthis Section 10.2(c), AstraZeneca Exelixis shall have the first right, but not the obligation, to prepare patent applications based on such Joint Invention, to file and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute prosecute, and maintain such (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings and defense of validity or enforceability challenges) Joint PatentPatents using a patent counsel selected by Exelixis in the Exelixis Territory and counsel mutually agreed to by the Parties in the Collaborator Territory. The Party that is responsible Collaborator shall reimburse Exelixis for preparingall costs and expenses incurred with respect to the preparation, filing, prosecutingprosecution, and maintaining a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally Collaborator Territory, within [ * ] from the date of invoice for such costs and expenses provided by AstraZeneca and FibroGenExelixis. In the event a Party that Collaborator does not reimburse Exelixis for such costs and expense for any Joint Patent or notifies Exelixis in writing that it elects to disclaim its interest in a cease reimbursing Exelixis for such costs and expense for any Joint Patent, Collaborator shall execute such documents and perform such acts, at Collaborator’s expense, as may be reasonably necessary to effect an assignment of Collaborator’s entire right, title, and interest in and to such Joint Patent to Exelixis, and such Patent shall cease to be either a Joint Patent or an Exelixis Patent and shall no longer be subject to the costs incurred licenses and other rights granted by Exelixis to Collaborator under this Agreement. Exelixis shall keep Collaborator informed of material progress with regard to the preparation, filing, prosecution, maintenance, and defense, if any, of Joint Patents, including content, timing, and jurisdiction of the filing of such Joint Patents, and Exelixis shall consult with, and consider in good faith the requests and suggestions of, Collaborator with respect to such Patent after filing, prosecuting and defending, if any, Joint Patents in the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or creditCollaborator Territory.

Joint Patents. With respect to any potentially patentable Joint Invention, AstraZeneca Genentech shall have the first right, right (but not the obligation) to take the appropriate steps to remove the Patent Infringement or alleged Patent Infringement of Joint Patents, including, without limitation, by initiation, prosecution and control, at its own expense (subject to prepare patent applications based on such Joint Invention, to file Section 6.5 and prosecute (including defense Exhibit A regarding TolerRx's US Profit/Loss Sharing Option) of any oppositionssuit, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain any Joint Patents issuing therefrom, in any jurisdictions throughout the Territoryproceeding or other legal action by counsel of its own choice. FibroGen TolerRx shall have the corresponding first right, at its own expense, to be represented in any such action by counsel of its own choice. TolerRx agrees to cooperate reasonably in any such action Genentech GENENTECH CONFIDENTIAL initiates or wishes to initiate hereunder, including, without limitation, supplying essential documentary evidence and making essential witnesses then in TolerRx's employment available. As part of such cooperation, Genentech may join or include TolerRx as a party, if the need arises. Genentech shall notify TolerRx of its decision to exercise its right to enforce Joint Patents not later than ninety (90) days following its discovery or receipt of notice of the alleged Patent Infringement. TolerRx has no right to bring any such action or proceeding relating to Genentech Patents. With respect to Joint Patents, if (i) Genentech notifies TolerRx that Genentech elects not to bring a suit, action or proceeding to enforce the Joint Patents in accordance with this Section 7.7(b)(1); or (ii) Genentech has not provided TolerRx with evidence of bona fide negotiations with the alleged infringer, then TolerRx shall have the right (but not the obligation), at is own expense, to bring any such suit, action or proceeding relating to Joint Patents by counsel of its own choice, and Genentech shall have the right, at its own expense (subject to Section 6.5 and Exhibit A regarding TolerRx's US Profit/Loss Sharing Option), to be represented in any jurisdictions outside such action by counsel of its own choice. In the Territory other than Chinacase of infringement or alleged infringement of a Joint Patent, in respect of which the China Agreement shall govern. If AstraZeneca determines Genentech in its sole discretion discretion, may elect to abandon, cease prosecution or otherwise not file or maintain any assign such Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and TolerRx so that TolerRx may maintain such Joint Patentsuit, proceeding or legal action in its own name. The Party that is responsible for preparingIn such event, filing, prosecuting, and maintaining the licenses to Genentech under such a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and such other remain unaffected. Neither Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with settle a copy of all material communications from any patent authority in the applicable jurisdictions dispute regarding the Joint Patent being prosecuted by such Party, and shall provide drafts Patents without the consent of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; and (ii) if such assignment is effected, any such Joint Patent would thereafter which consent shall not be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or creditunreasonably withheld.

Joint Patents. With respect to any potentially patentable Joint Invention, AstraZeneca the Transferee (or its designee(s)) shall have the first right to be responsible for, and control the Prosecution and Maintenance of Patents covering such Joint Invention (“Joint Patent”) throughout the Territory, and Company shall have the first right to be responsible for, and control the Prosecution and Maintenance of Joint Patent throughout the rest of the world outside the Territory. If the Transferee (or its designee(s)) elects in its sole discretion not to Prosecute and Maintain a Joint Patent in any country or jurisdiction in the Territory, then it shall notify Company in writing at least ninety (90) days before any deadline applicable to the filing, prosecution, or maintenance of such Joint Patent, as the case may be, or any other date by which an action must be taken to establish or preserve such Joint Patent in such country or jurisdiction, and in such case Company shall have the right, but not the obligation, to prepare patent applications based on pursue the filing or support the continued Prosecution or Maintenance of such Joint Invention, to file and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain any Joint Patents issuing therefrom, Patent in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain The prosecuting party for any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice the other an opportunity to review and comment upon the content and text of such determination the applications within the Joint Patents filed after the Effective Date at least thirty (30) days before filing with any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain such Joint Patentpatent office. The Party that is responsible for preparing, filing, prosecuting, and maintaining a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party prosecuting party shall provide the other Party with a an electronic copy of each patent application within the Joint Patents as filed, together with notice of its filing date and serial number. The prosecuting party of any Joint Patent shall keep the other Party advised of the status of all material communications to and from any applicable patent authority in the applicable jurisdictions offices, actual, and prospective filings or submissions regarding the Joint Patent being prosecuted by such PartyPatents, and shall provide drafts of give the other Party an opportunity to review and comment in advance on any material filings or responses such communications, filing, and submissions proposed to be made sent to such any patent authorities a reasonable amount of time in advance of submitting such filings or responsesoffice. In particular, each Each Party agrees to provide the other Party with all information reasonably necessary or desirable to enable the other Party prosecuting party for any Joint Patent to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or credit.

Joint Patents. The Parties shall discuss in good faith, and thereupon implement, a mutually agreeable patent strategy with respect to all Joint Patents and Joint Know-How that may be patentable. With respect to any potentially patentable all Joint InventionPatents and Joint Know-How for which the Parties agree patent prosecution should be sought, AstraZeneca the Parties shall have cooperate in the first rightpreparation, but not the obligation, to prepare filing and prosecution of patent applications based on such Joint Invention, to file and prosecute (including defense of any oppositionsprovoking, interferencesinstituting or defending interference, reissue proceedings and reexaminations) such patent applicationsopposition, revocation, reexamination, derivation, and similar proceedings related to maintain the Joint Patents), and shall discuss and agree on the content and form of relevant patent applications and any other relevant matters before such applications are made. Each Party shall consider in good faith any comments from the other Party regarding steps to be taken to strengthen any Joint Patents issuing therefrom, in any jurisdictions throughout Patent. Salix shall serve as the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion lead Party to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain such all applications covering Joint PatentPatents in the Salix Territory (including provoking, instituting or defending interference, opposition, revocation, reexamination and similar proceedings related to the Joint Patents), at Salix’s expense, unless otherwise agreed by the Parties; and Alfa shall serve as the lead Party to prosecute and maintain all applications covering Joint Patents in the Alfa Territory (including provoking, instituting or defending interference, opposition, revocation, reexamination and similar proceedings related to the Joint Patents), at Alfa’s expense, unless otherwise agreed by the Parties. The In the event that the Parties’ respective patent counsel, after good faith discussions, cannot agree with respect to any decision to be made regarding the prosecution and maintenance of the Joint Patents, Alfa shall * Confidential treatment requested; certain information omitted and filed separately with the SEC. make the decision to the extent the matter in dispute relates to the Alfa Territory and Salix shall make the decision to the extent the matter in dispute relates to the Salix Territory. Notwithstanding the foregoing, neither Party that is responsible for preparing, filing, prosecuting, and maintaining shall prosecute a particular Joint Patent in their respective territory (Alfa in the “Prosecuting Alfa Territory and Salix in the Salix Territory) in a manner that would be inconsistent with the prosecution of a corresponding Joint Patent in the other Party”) shall provide ’s respective territory. In all cases, the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patentshall, and such other Party shall at its own expense, provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting to the lead Party shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, for prosecution and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction with respect to the other Party for no additional consideration; and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a such Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or credit.

Joint Patents. With respect to any potentially patentable the Prosecution of patent applications claiming Joint InventionInventions covered by Section 7.2(b) (“Joint Patents”), AstraZeneca Braeburn shall have the first rightCERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, but not AS AMENDED. right to take such actions as are necessary or appropriate to Prosecute Joint Patents in the obligationTerritory at its sole expense; provided, to prepare that all such patent applications based on and patents shall be owned jointly. Braeburn shall furnish Camurus with copies of such Joint Invention, Patents and other related correspondence relating to such Joint Inventions to and from patent offices throughout the Territory and permit Camurus to offer its comments thereon before Braeburn makes a submission to a patent office. Braeburn shall inform Camurus of the countries in which it intends to file and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications. Camurus shall offer its comments promptly, and to maintain including any Joint Patents issuing therefromrequest that the patents be filed in additional countries; provided, that Braeburn shall determine the appropriate action after considering in good faith any jurisdictions throughout comments or requests from Camurus; provided, further, that in the Territory. FibroGen event that delay would jeopardize any potential Patent Right, Braeburn shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall governright to proceed without awaiting Camurus’ comments. If AstraZeneca Braeburn determines in its sole discretion not to abandon, cease prosecution or otherwise not file or maintain Prosecute any patent application within the Joint Patent anywhere Patents in any country in the Territory, and provided that no other patent applications or patents claiming the same or similar subject matter are then AstraZeneca pending or issued in that same country, then Braeburn shall provide FibroGen Camurus with [***] prior written notice (or such shorter time period that would permit Camurus a reasonable opportunity to respond in a timely manner) of such determination and Camurus shall have the right and opportunity to Prosecute such patent application on behalf of the Parties at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) Camurus’ sole cost and expense. Camurus shall provide FibroGen with Braeburn the opportunity to prepare, file, prosecute same information and maintain such Joint Patent. The Party that is responsible for preparing, filing, prosecuting, and maintaining a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses rights required above to be made to such patent authorities a reasonable amount provided Camurus concerning the Prosecution of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or creditRights.

Joint Patents. With respect to The Parties shall promptly disclose any potentially patentable Joint Invention to the JDC. Once the JDC has determined that a Patent Right should be filed corresponding to the Joint Invention, AstraZeneca Company shall have the first right to be responsible for and control the preparation of a priority application disclosing and claiming (as applicable) the Joint Invention (“Joint Patent”). Company shall provide Transferee with a draft of the proposed filing, permitting Transferee the opportunity to provide comments. The Parties shall share equally in the cost of preparing the priority application, and shall coordinate to ensure that all deadlines are met, including any foreign filing deadline. Subsequent to the national phase filing deadline, Transferee (or its designee(s)) shall have the first right to be responsible for, and control the Prosecution and Maintenance of the Joint Patent throughout the Territory, and Company shall have the first right to be responsible for, and control the Prosecution and Maintenance of the Joint Patent outside of the Territory. The Parties shall reasonably cooperate in Prosecution and Maintenance of the filings each Party controls. The Parties shall keep each other advised of the status of all material communications to and from applicable patent offices, actual, and prospective filings or submissions regarding Joint Patents, and shall give the other Party an opportunity to review and comment in advance on any such communications, filing, and submissions proposed to be sent to any patent office. If Transferee (or its designee(s)) elects in its sole discretion not to Prosecute and Maintain a Joint Patent in any country or jurisdiction in the Territory, then it shall inform Company in writing at least ninety (90) calendar days before any deadline applicable to the filing, prosecution, or maintenance of such Joint Patent, as the case may be, or any other date by which an action must be taken to establish or preserve such Joint Patent in such country or jurisdiction, and in such case Company shall have the right, but not the obligation, to prepare patent applications based on pursue the filing or support the continued Prosecution or Maintenance of such Joint Invention, to file and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain any Joint Patents issuing therefrom, Patent in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain such Joint Patent. The Party that is responsible for preparing, filing, prosecuting, and maintaining a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party prosecuting party for any Joint Patent to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or credit.

Joint Patents. With respect to any potentially patentable Joint Invention, AstraZeneca Aviron shall have the first right, but not the obligation, to prepare patent applications based on such Joint Invention, right to file and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applicationsapplications for, and to determine which countries in which to file, prosecute and maintain any Joint Patents issuing therefromPatents, worldwide, in the name of Aviron and Wyeth-Ayerst. Aviron will provide Wyeth-Ayerst with the opportunity to review and comment upon any jurisdictions throughout material document pertaining to a Joint Patent that is to be filed with the Territory. FibroGen shall have the corresponding first right, but not the obligation, patent office(s) in any jurisdictions outside each filing jurisdiction reasonably in advance of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice filing date of such determination at least document. The Parties shall equally share all expenses related to the filing, prosecution and maintenance of the Joint Patents, and Wyeth-Ayerst shall pay all invoices for such amounts within thirty (30) days before of receipt of such invoice. At any deadline for taking action time, Wyeth-Ayerst may give Aviron written notice that it will no longer share expenses related to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain such Joint Patent. The Party that is responsible for preparing, filing, prosecuting, and maintaining a any particular Joint Patent (the “Prosecuting Party”) Patents, whereupon Wyeth-Ayerst shall provide the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, promptly assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; Aviron and (iiAviron's obligations under this Section 15.2(b) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGenterminate. In the event of a Party elects disagreement between Aviron and Wyeth-Ayerst with respect to disclaim its interest whether or in which countries to file a Joint Patent application, or the manner in which such application is prosecuted, or whether to abandon such application, Aviron shall consider in good faith all comments and issues raised by Wyeth-Ayerst, but shall have the final authority to make any such decisions. In the event Aviron determines not to file a specific Joint Patent application in a given jurisdiction, or to abandon such an application or any Joint Patent, it will notify Wyeth-Ayerst in writing, whereupon Wyeth-Ayerst shall have the costs incurred with respect right to pursue such Patent after the date of application or maintain such disclaimer Joint Patent, at its own expense, and Aviron shall thereafter be borne exclusively by the other Party, without reimbursement or creditpromptly assign its ownership interest therein to Wyeth-Ayerst.

Joint Patents. With respect (i) Subject to any potentially patentable Joint Inventionthis Section 10.4(d)(i), AstraZeneca ALFRESA shall have the first right, as between ALFRESA and ARS, but not the obligation, to bring and control any action or proceeding with respect to infringement or challenge of any Joint Patent in the ALFRESA Territory, at its own expense and by counsel of its own choice, and ARS shall have the right, at its own expense, to be represented in any such action by counsel of its own choice. ALFRESA and its counsel will reasonably cooperate with ARS and its counsel in strategizing, preparing and prosecuting any such action or proceeding in the ALFRESA Territory. If ALFRESA fails to bring an action or proceeding with respect to infringement or challenge of any Joint Patent in the ALFRESA Territory within (A) [***] following the notice of alleged infringement or (B) [***] before the time limit, if any, set forth in the appropriate laws and regulations for the filing of such actions, whichever comes first, then following a discussion with ALFRESA regarding the reasons why ALFRESA did not bring such action or proceeding, which reasons ARS shall consider in good faith, ARS shall have the right, but not the obligation, to prepare patent applications based on bring and control any such Joint Invention, to file action at its own expense and prosecute (including defense by counsel of any oppositions, interferences, reissue proceedings and reexaminations) such patent applicationsits own choice, and to maintain any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen ALFRESA shall have the corresponding first right, but not the obligationat its own expense, to be represented in any jurisdictions outside such action by counsel of the Territory other than Chinaits own choice. ALFRESA and its counsel will reasonably cooperate with ARS and its counsel in strategizing, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution preparing and prosecuting any such action or otherwise not file or maintain any Joint Patent anywhere proceeding in the ALFRESA Territory. Except as otherwise agreed by the Parties in writing as part of a cost-sharing arrangement, then AstraZeneca shall provide FibroGen written notice any recovery or damages realized as a result of such determination at least thirty (30) days before any deadline for taking action or proceeding with respect to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain such Joint Patent. The Party that is responsible for preparing, filing, prosecuting, and maintaining a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority Patents in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence ALFRESA Territory shall be excluded from used first to reimburse the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. OutParties’ documented out-of-pocket costs legal expenses incurred in such action or proceeding on a pro rata basis, and any remaining compensatory, punitive, or other damages were awarded in respect of the prosecution and maintenance Products (including awards made in respect of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred lost sales or lost profits with respect to such Patent after the date of such disclaimer Products) shall thereafter be borne exclusively retained by the other Party, without reimbursement Party that brought and controlled such action or creditproceeding.

Joint Patents. With respect to any potentially patentable Joint InventionExcept as otherwise provided in this Section 9.3(e), AstraZeneca Company shall have the first right, but not the obligation, to prepare patent applications based on such Joint Invention, to file primary right and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity authority to prepare, file, prosecute and maintain such the Patents included in the Joint Patent. The Party that is responsible for preparing, filing, prosecuting, and maintaining a particular Inventions (“Joint Patent (the “Prosecuting PartyPatents”) [***]. Company shall provide the other Party TESARO with a reasonable opportunity to review and comment on such prosecution Confidential 93 [***] INDICATES MATERIAL THAT WAS OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT WAS REQUESTED. ALL SUCH OMITTED MATERIAL WAS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. its efforts regarding such to prepare, file, prosecute and maintain Joint PatentPatents, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party including by providing TESARO with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the any Joint Patent being prosecuted by such PartyPatent, and shall provide by providing drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authorityCompany shall consider TESARO’s comments regarding such communications and drafts in good faith. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdictionIf Company determines, in which case: (iits discretion, to abandon or not maintain any Joint Patent(s) in any country(ies) of the disclaiming Party shallworld that Cover a Compound or Single Agent Product, if requested in writing by the other Party, assign then Company shall provide TESARO with written notice of such determination within a period of time reasonably necessary to allow TESARO to determine its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; and Patent(s) (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity which notice from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence Company shall be excluded from the license granted given no later than sixty (60) days prior to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall any final deadline for any pending action or response that may be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred due with respect to such Patent after Joint Patent(s) with the date applicable patent authority). If TESARO provides written notice expressing its interest in obtaining such Joint Patent(s), Company shall[***] assign and transfer to TESARO the ownership of, and interest in, such Joint Patent(s) in such country(ies), at TESARO’s own expense, and Company shall cooperate with TESARO for assignment and transfer of such disclaimer Joint Patent(s) in such country. Thereafter, all such assigned and transferred Patents will be deemed Other TESARO Patents and TESARO shall thereafter be borne exclusively by have the other Partyright to prepare, without reimbursement or creditfile, prosecute and maintain such Patents as set forth in Section 9.3(c).

Joint Patents. All inventions conceived or first reduced to practice as a result of activities performed pursuant to this Agreement shall be jointly owned by Genentech and Alkermes. In addition, the event that it is determined, in accordance with applicable law, that both: (i) employees or agents of Genentech or any other persons obliged to assign such invention to Genentech, and (ii) employees or agents of Alkermes or any other persons obliged to assign such invention to Alkermes, are joint inventors of an invention, the Parties shall jointly own patents, inventor's certificates and applications therefor covering such invention. With respect to any potentially patentable Joint Inventionsole or joint inventions arising as a result of activities performed under this Agreement, AstraZeneca Alkermes and Genentech shall have require the first rightAlkermes and/or Genentech inventors to assign all such inventions to Genentech and Alkermes as joint owners; provided however, but not the obligation, to prepare patent applications based on such Joint Invention, to file and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice of such determination at least that within thirty (30) days before of the termination of the Agreement for any deadline for taking action of the reasons provided in Section 9 hereof, Alkermes and Genentech shall assign all issued and pending United States and foreign patents and applications covering inventions arising hereunder according to avoid abandonment the following: (i) patent applications or other loss of rightspatents naming only Alkermes inventors shall be assigned to Alkermes, (ii) patent applications or patents naming only Genentech inventors shall be assigned to Genentech and (iii) patent applications and patents naming both Alkermes and Genentech inventors shall provide FibroGen with remain jointly assigned to Alkermes and Genentech. With respect to any joint invention or jointly owned invention, Genentech shall prosecute all such patents relating to Genentech Technology and Alkermes shall prosecute all such patents relating to the opportunity to prepare, file, prosecute and maintain such Joint PatentAlkermes Technology. The party having such obligation to prosecute will be referred to herein as the "Controlling Party". The Controlling Party shall have the right (but not the obligation) to undertake such filings, prosecutions and maintenance at its sole expense, provided that: (a) the Controlling Party notifies the non-Controlling Party within one (1) month after the filing of any patent application by the Controlling Party and (b) the Controlling Party provides the non-Controlling Party, a reasonable time prior to taking or failing to take any action that is responsible for preparingwould substantially affect the scope or validity of rights under any patent applications or patents (including but not limited to substantially narrowing or canceling any claim without reserving the right to file a continuing or divisional application (which shall not be unreasonably delayed), filingabandoning any patent or not filing or perfecting the filing of any patent application), prosecuting, and maintaining with notice of such proposed action or inaction so that the non-Controlling Party has a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable opportunity to review and comment on such assume the prosecution efforts regarding such Joint Patent, and such other or maintenance thereof. In the event that the Controlling Party shall provide fails to undertake the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide filing of a patent application (or continuing or divisional application) within ninety (90) days of being designated as the other Controlling Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made respect to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particularapplication, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either non-Controlling Party may determine that it is no longer interested undertake such filing, prosecution and maintenance at its sole expense. Notwithstanding the foregoing, the Parties shall assist each other to the maximum extent reasonable in supporting securing intellectual property rights resulting from activities conducted hereunder. As to enforcement of jointly owned patents, including actions against an infringer, the continued prosecution or maintenance of a particular Joint Patent Parties shall consult with each other in a country or jurisdiction, good faith as to the best manner in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed proceed. The Parties agree as a FibroGen Patent basic principle that in the case of assignment to FibroGensuch actions against infringers, the expenses incurred and damages awarded shall be for the account of the Party or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under Parties which take such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant actions to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect extent of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or credittheir financial participation therein.

Joint Patents. With respect to any potentially patentable Joint InventionExcept as otherwise provided in this Section 8.3(c), AstraZeneca Harrow shall have the first rightprimary right and authority, but not the obligation, to prepare patent applications based on such Joint Invention, to file and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain such the Joint Patent. The Party Patents in the Territory at its own expense and using external patent counsel in the Territory that is responsible for preparing, filing, prosecuting, and maintaining a particular Joint Patent (the “Prosecuting Party”) reasonably acceptable to Sintetica. Harrow shall provide the other Party Harrow with a reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party including by providing Sintetica with a copy of all material communications from any patent authority in such country(ies) in the applicable jurisdictions Territory regarding the such Joint Patent being prosecuted by such PartyPatent, and shall provide by providing drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees Harrow shall consider Sintetica’s comments regarding such communications and drafts in good faith. If Harrow determines in its sole discretion to provide the other Party with all information necessary abandon or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of not maintain any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in any country(ies) of the Territory, then Harrow shall provide Sintetica with written notice of such determination within a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign period of time reasonably necessary to allow Sintetica to determine its ownership interest in such Joint Patent in such country (which notice from Harrow shall be given no later than sixty (60) days prior to any final deadline for any pending action or jurisdiction response that may be due with respect to the other Party for no additional consideration; and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in with the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGenpatent authority). In the event a Party elects to disclaim its Sintetica provides written notice expressing that it has an interest in obtaining full ownership title to such Joint Patent(s), (a) Harrow shall promptly deliver to Sintetica copies of all necessary files related to such Joint Patent(s), and shall take all actions and execute all documents reasonably necessary to charge, assign and transfer to Sintetica the full ownership of, and interest in, such Joint Patent in the applicable jurisdiction in the Territory so that, for all extents and purposes, such Patent shall become a Joint Sintetica Patent, the costs incurred with respect and Sintetica shall grant to Harrow an irrevocable royalty-free license to such Patent after Sintetica Patent. Sintetica shall have the date sole right and authority, to prepare, file, prosecute and maintain the Joint Patents outside of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or creditTerritory at its own expense.

Joint Patents. With The Joint Inventors shall, and shall cause their respective Affiliates, licensees and sublicensees, as applicable, to cooperate with one another with respect to the filing, prosecution and maintenance of all Joint Patents, including by selecting outside counsel, reasonably acceptable to the Joint Inventors, to handle such filing, prosecution and maintenance. The Joint Inventors shall share equally in the expenses associated with the filing, prosecution (including any potentially patentable interferences, reissue proceedings and reexaminations) and maintenance of all Joint InventionPatents. If a Joint Inventor elects not to pursue the filing, AstraZeneca prosecution or maintenance of a Joint Patent in a particular country, or to take any other action with respect to its Joint Technology in a particular country that is necessary or reasonably useful to establish or preserve rights thereto, then in each such case such Joint Inventor shall so notify the other Joint Inventor(s) promptly in writing and in good time to enable such other Joint Inventor(s) to meet any deadlines by which an action must be taken to establish or preserve any such rights in such Joint Patent or Joint Technology in such country. Upon receipt of each such notice by such other Joint Inventor(s) or if, at any time, such Joint Inventor fails to initiate any such action within thirty (30) days after a request by such other Joint Inventor(s) that it do so (or thereafter diligently pursue such action), such other Joint Inventor(s) shall have the first right, but not the obligation, to prepare patent applications based on such Joint Inventionpursue the filing or registration, to file and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain such Joint Patent. The Party that is responsible for preparing, filing, prosecuting, and maintaining a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting support the continued prosecution or maintenance maintenance, of a particular Joint such Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign at its ownership interest expense in such country. If such other Joint Patent in Inventor(s) elects to pursue such country filing or jurisdiction to the other Party for no additional consideration; and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patentregistration, as the case may be, or continue such support, then such other Joint Inventor(s) shall notify such Joint Inventor of such election and such Joint Inventor shall, and shall cause its Affiliates, licensees and sublicensees, as applicable, to, (x) reasonably cooperate with such other Joint Inventor(s) in the applicable country this regard, and (y) subject to Article 2, promptly release or jurisdiction. In additionassign to such other Joint Inventor(s), any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution without compensation, all right, title and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect and to such Patent after the date of in such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or creditcountry.

Joint Patents. With respect to any potentially patentable Joint Invention, AstraZeneca the Parties shall have the first right, but not the obligation, to prepare meet and agree upon which Party shall prosecute and maintain patent applications based on covering such Joint Invention, to file and prosecute Invention (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applicationsapplication and any patents issuing therefrom a “Joint Patent”) in particular countries and jurisdictions throughout the world. It is the intention of the Parties that, unless otherwise agreed, Collaborator would prosecute and to maintain any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territoryworld other than the U.S., then AstraZeneca shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, Affymax would prosecute and maintain the Joint Patents in the U.S., subject to the Parties coordinating their efforts as appropriate to make such Joint Patentprosecution activities as efficient, convenient and harmonious as possible. The external costs of such prosecution of the Joint Patents shall be shared equally by the Parties and the internal costs of such prosecution of the Joint Patents shall be borne by the Party that is responsible for preparing, filing, prosecuting, and maintaining prosecutes a particular patent application in the Joint Patent Patents (the “Prosecuting Party”) ); provided, however, in the Licensed Territory only, Collaborator shall bear both internal and external costs and expenses incurred with respect to the prosecution of such patent application, except as otherwise provided below. The Prosecuting Party shall provide the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such the applicable Joint PatentPatents in the particular jurisdictions, and such other Party shall provide the Prosecuting Party reasonable [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Except to the extent a particular Party is restricted by the licenses granted to the other Party and/or the other covenants contained in the Agreement, each Party shall be entitled to practice, and grant to Third Parties and its Affiliates the right to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall consent, without additional consideration, to any and all such licenses. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming such Party may elect to cease its ownership interest in such Joint Patents and shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; , and (ii) if thereafter, the electing Party shall be released from any obligations with regard to such assignment is effected, Joint Patents and any such Joint Patent would thereafter be deemed a FibroGen Affymax Patent in the case of assignment to FibroGenAffymax, or a AstraZeneca Collaborator Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or creditCollaborator.

Joint Patents. With respect to any potentially patentable Joint Invention, AstraZeneca Aviron shall have the first right, but not the obligation, to prepare patent applications based on such Joint Invention, right to file and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applicationsapplications for, and to determine which countries in which to file, prosecute and maintain any Joint Patents issuing therefromPatents, worldwide, in the name of Aviron and Wyeth-Ayerst. Aviron will provide Wyeth-Ayerst with the opportunity to review and comment upon any jurisdictions throughout material document pertaining to a Joint Patent that is to be filed with the Territory. FibroGen shall have the corresponding first right, but not the obligation, patent office(s) in any jurisdictions outside each filing jurisdiction reasonably in advance of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice filing date of such determination at least document. The Parties shall equally share all expenses related to the filing, prosecution and maintenance of the Joint Patents, and Wyeth-Ayerst shall pay all invoices for such amounts within thirty (30) days before of receipt of such invoice. At any deadline for taking action time, Wyeth-Ayerst may give Aviron written notice that it will no longer share expenses related to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain such Joint Patent. The Party that is responsible for preparing, filing, prosecuting, and maintaining a any particular Joint Patent (the “Prosecuting Party”) Patents, whereupon Wyeth-Ayerst shall provide the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, promptly assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; Aviron and (iiAviron's obligations under this Section 14.2(b) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGenterminate. In the event of a Party elects disagreement between Aviron and Wyeth-Ayerst with respect to disclaim its interest whether or in which countries to file a Joint Patent application, or the manner in which such application is prosecuted, or whether to abandon such application, Aviron shall consider in good faith all comments and issues raised by Wyeth-Ayerst, but shall have the final authority to make any such decisions. In the event Aviron determines not to file a specific Joint Patent application in a given jurisdiction, or to abandon such an application or any Joint Patent, it will notify Wyeth-Ayerst in writing, whereupon Wyeth-Ayerst shall have the costs incurred with respect right to pursue such Patent after the date of application or maintain such disclaimer Joint Patent, at its own expense, and Aviron shall thereafter be borne exclusively by the other Party, without reimbursement or creditpromptly assign its ownership interest therein to Wyeth-Ayerst.

Joint Patents. With respect to any potentially patentable Joint InventionUnless the Parties otherwise mutually agree in writing, AstraZeneca Cubist shall have the first right, but not the obligation, right to prepare patent applications based on such Joint Invention, to file and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain in the Territory and outside the Territory, upon appropriate consultation with Chiron, all patent applications and patents that claim any Joint Inventions (any such patent application and any patents issuing therefrom a "JOINT PATENT"), PROVIDED HOWEVER, in the event that Cubist elects not to file any patent application in the Territory or outside the Territory with respect to any Joint Invention, Chiron shall have such right and upon exercise of such right, Chiron shall have the right to prosecute and maintain in the Territory and outside the Territory, upon appropriate consultation with Cubist, the Joint Patents to which such Joint PatentInvention relates. The In each case, the filing Party that is responsible for preparing, filing, prosecuting, and maintaining a particular Joint Patent (the “Prosecuting Party”A) shall provide give the other non-filing Party a reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patentthe text of the application or submission before filing, and such other (B) shall consult with the non-filing Party with respect thereto, (C) shall, prior to filing any application or submission, incorporate any reasonable comments that the non-filing Party shall provide make on a timely basis to such application or submission and (D) shall supply the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other non-filing Party with a copy of the application or submission as filed, together with notice of its filing date and serial number and all material communications from substantive prosecution. Each Party shall keep the other advised of the status of the actual and prospective patent filings described above in this Section 8.2(c) and, upon the request of the other, provide advance copies of any papers related to the filing, prosecution and maintenance of such patent authority filings. Cubist shall promptly give notice to Chiron of the grant, lapse, revocation, surrender, invalidation or abandonment in the applicable jurisdictions regarding Territory or outside the Territory of any Joint Patent being prosecuted by Cubist. Chiron shall promptly give notice to Cubist of the grant, lapse, revocation, surrender, invalidation or abandonment in the Territory or outside the Territory of any Joint Patent being prosecuted by Chiron. With respect to all filings hereunder, the filing Party shall be responsible for payment of all costs and expenses related to such filings (subject to partial reimbursement to the extent provided in the next sentence). Where the filing Party is Chiron, it shall be entitled to reimbursement from Cubist for [*] of the expenses and costs incurred by the filing Party in connection with the prosecution and maintenance of Joint Patents. Except to the extent either Party is restricted by the licenses granted to the other Party, and shall provide drafts of any material filings or responses covenants contained herein, and to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particularthe extent permitted by law, each Party agrees shall be entitled to provide practice and sublicense Joint Patents and Joint Know-How without restriction or an obligation to account to the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authorityParty. Either Party may determine that it is no longer interested disclaim its interest in supporting the continued prosecution or maintenance of any particular Patent covering a particular Joint Patent in a country or jurisdictionInvention, in which case: case (iX) the disclaiming Party shall, if requested in writing by the other Party, shall assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; , (Y) the Party which is then the sole owner shall be solely responsible for all future costs of such Patent, and (iiZ) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or credithold no further rights thereunder.

Joint Patents. With respect (i) Subject to any potentially patentable Joint Inventionthis Section 11.2(c), AstraZeneca Exelixis shall have the first right, but not the obligation, to prepare patent applications based on such Joint Invention, to file and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain such (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings and defense of validity or enforceability challenges) Joint PatentPatents using a patent counsel selected by Exelixis in the Exelixis Territory and counsel mutually agreed to by the Parties in the Licensee Territory. The Party that is responsible Licensee shall reimburse Exelixis for preparingall costs and expenses incurred with respect to the [ * ] = 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. preparation, filing, prosecuting, and maintaining a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally Licensee Territory, within [ * ] from the date of invoice for such costs and expenses provided by AstraZeneca and FibroGenExelixis. In the event a Party that Licensee does not reimburse Exelixis for such costs and expense for any Joint Patent or notifies Exelixis in writing that it elects to disclaim its interest in a cease reimbursing Exelixis for such costs and expense for any Joint Patent, Licensee shall execute such documents and perform such acts, at Licensee’s expense, as may be reasonably necessary to effect an assignment of Licensee’s entire right, title, and interest in and to such Joint Patent to Exelixis, and such Patent shall cease to be either a Joint Patent or a Exelixis Patent and shall no longer be subject to the costs incurred licenses and other rights granted by Exelixis to Licensee under this Agreement. Exelixis shall keep Licensee informed of material progress with regard to the preparation, filing, prosecution, maintenance and defense, if any of Joint Patents, including content, timing and jurisdiction of the filing of such Joint Patents, and Exelixis shall consult with, and consider in good faith the requests and suggestions of, Licensee with respect to such Patent after filing, prosecuting and defending, if any, Joint Patents in the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or creditLicensee Territory.

Joint Patents. With respect to any potentially patentable Joint Invention(i) As between the Parties, AstraZeneca Xxxxxxx shall have the first right, but not the obligation, to prepare patent applications based on such Joint Invention, to file and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain all Joint Patents throughout the world, at its own expense. Sangamo shall keep Pfizer reasonably informed of the status of Joint Patents and shall promptly provide Pfizer with material correspondence received from any patent authorities in connection therewith. In addition, Xxxxxxx shall promptly provide Pfizer with drafts of all proposed material filings and correspondence to any patent authorities with respect to Joint Patents for Pfizer’s review and comment prior to the submission of such proposed filings and correspondence. Sangamo shall confer with Pfizer and take into consideration Pfizer’s comments prior to submitting such filings and correspondence, provided that Pfizer provides such comments within [*] days of receiving the draft filings and correspondence from Xxxxxxx. If Pfizer does not provide comments within such period of time, then Pfizer shall be deemed to have no comment to such proposed filings or correspondence. Subject to Pfizer’s right to continue prosecution and maintenance of a Joint Patent pursuant to clause (ii) below, in case of a disagreement between the Parties with respect to the filing, prosecution or maintenance of Joint Patents, the final decision shall be made by Xxxxxxx. (ii) Sangamo shall notify Pfizer of any decision to cease prosecution and/or maintenance of any Joint Patent in any country. Sangamo shall provide such notice at least [*] days prior to any filing or payment due date, or any other 56 [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. due date that requires action in order to avoid loss of rights, in connection with such Joint Patent. The Party that is responsible for preparingIn such event, filingSangamo shall permit Pfizer, prosecutingat its discretion and expense, and maintaining a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued continue prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country country. Pfizer’s prosecution or jurisdiction to the other Party for no additional consideration; and (ii) if such assignment is effected, any maintenance of such Joint Patent would thereafter be deemed a FibroGen Patent in shall not change the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit Parties’ respective rights and obligations under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred this Agreement with respect to such Joint Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or credit.than those expressly set forth in this Section 10.2(b). (c)

Joint Patents. With respect to any potentially patentable Joint Invention, AstraZeneca shall have the first right, but not the obligation, to prepare patent applications based on such Joint Invention, to file and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain such Joint Patent. The Party that is responsible for preparing, filing, prosecuting, and maintaining a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or credit.to

Joint Patents. With respect to any potentially patentable Joint InventionExcept as otherwise provided in this Section 8.3(c), AstraZeneca Harrow shall have the first rightprimary right and authority, but not the obligation, to prepare patent applications based on such Joint Invention, to file and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain such the Joint Patent. The Party Patents in the Territory at its own expense using patent counsel that is responsible for preparing, filing, prosecuting, and maintaining a particular Joint Patent (the “Prosecuting Party”) reasonably acceptable to Wakamoto. Harrow shall provide the other Party Wakamoto with a reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party including by providing Wakamoto with a copy of all material communications from any patent authority in such country(ies) in the applicable jurisdictions Territory regarding the such Joint Patent being prosecuted by such PartyPatent, and shall provide by providing drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees Harrow shall consider Wakamoto’s comments regarding such communications and drafts in good faith. If Harrow determines in its sole discretion to provide the other Party with all information necessary abandon or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of not maintain any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in any country(ies) of the Territory, then Harrow shall provide Wakamoto with written notice of such determination within a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign period of time reasonably necessary to allow Wakamoto to determine its ownership interest in such Joint Patent in such country (which notice from Harrow shall be given [***] prior to any final deadline for any pending action or jurisdiction response that may be due with respect to the other Party for no additional consideration; and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen with the applicable patent authority). In the event Wakamoto provides written notice expressing its interest in obtaining such Joint Patent(s), (a) Harrow shall assign and transfer to Wakamoto the ownership of, and interest in, such Joint Patent in the case of assignment to FibroGen, or a AstraZeneca Patent applicable jurisdiction in the case Territory on behalf of assignment Wakamoto through the mutual discussion between Harrow and Wakamoto to AstraZenecadetermine the transfer (e.g., its scope, its value, etc.); provided(b) Wakamoto will thereupon have the right, howeverbut not the obligation, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of assume the prosecution and maintenance thereof at Wakamoto’s sole cost and expense (each, a “Wakamoto Joint Assumed Patent”), through patent counsel or agents of its choice; and (c) Harrow shall promptly deliver to Wakamoto copies of all necessary files related to any Wakamoto Joint Assumed Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to which responsibility has been transferred and shall take all actions and execute all documents reasonably necessary for Wakamoto to assume such Patent after the date activities, at Wakamoto’s request. Harrow shall cooperate with Wakamoto for assignment and transfer of such disclaimer Joint Patent(s) in such country. Wakamoto shall thereafter be borne exclusively by have the other Partyprimary right and authority, without reimbursement or creditto prepare, file, prosecute and maintain the Joint Patents outside of the Territory at its own expense.

Joint Patents. The Parties shall discuss in good faith, and thereupon implement, a mutually agreeable patent strategy with respect to all Joint Patents and Joint Know-How that may be patentable. With respect to any potentially patentable all Joint InventionPatents and Joint Know-How for which the Parties agree patent prosecution should be sought, AstraZeneca the Parties shall have cooperate in the first rightpreparation, but not the obligation, to prepare filing and prosecution of patent applications based on such Joint Invention, to file and prosecute (including defense of any oppositionsprovoking, interferencesinstituting or defending inter partes review, reissue proceedings and reexaminations) such patent applicationsinterference, opposition, revocation, reexamination, derivation, and similar proceedings related to maintain any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain such Joint Patent. The Party that is responsible for preparing, filing, prosecuting, and maintaining a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such PartyPatents), and shall provide drafts discuss and agree on the content and form of relevant patent applications and any material filings or responses to be made to other relevant matters before such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1applications are made. Each Party shall bear its own internal costs consider in respect good faith any comments from the other Party regarding steps to be taken to strengthen any Joint Patent. BioTime shall serve as the lead Party to prosecute and maintain all applications covering Joint Patents in the BioTime Exclusive Field or BioTime Non-Exclusive Field and in the BioTime Option Field during the term of the prosecution of option and for any Joint Patent covering a BioTime Product (including provoking, instituting or defending inter partes review, interference, opposition, revocation, reexamination and similar proceedings related to the Joint Patents), the Parties to share equally in the expense. Out-of-pocket costs incurred in In the event that the Parties’ respective patent counsel, after good faith discussions, cannot agree with respect of to any decision to be made regarding the prosecution and maintenance of the Joint Patents in Patents, BioTime shall make the Territory decision. Notwithstanding the foregoing, the Parties shall be borne equally by AstraZeneca and FibroGen. In the event not prosecute a Party elects to disclaim its interest Joint Patent in a manner that would be inconsistent with the prosecution of a corresponding Joint Patent. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the costs incurred with respect Securities and Exchange Commission pursuant to such Patent after Rule 24b-2 of the date Securities Exchange Act of such disclaimer shall thereafter be borne exclusively by the other Party1934, without reimbursement or credit.as amended. 16 (d)

Joint Patents. With respect to any potentially patentable Joint InventionExcept as otherwise provided in this Section 10.3(c), AstraZeneca Licensee shall have the first right, but not the obligation, to prepare patent applications based on such Joint Invention, to file primary right and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity authority to prepare, file, prosecute and maintain such Joint PatentPatents on a worldwide basis at its own expense using outside counsel that is mutually acceptable to both Parties. The Party that is responsible for preparing, filing, prosecuting, Parties shall confer and maintaining mutually agree to a particular Joint Patent (the “Prosecuting Party”) filing strategy and Licensee shall provide the other Party Takeda a reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, Patents and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particularLicensee shall consider Takeda’s comments regarding such communications and drafts in good faith, each Party agrees but Licensee shall have the final decision-making authority with respect to provide such communications and drafts to the other Party with all information extent that the subject matter of the Joint Patents is necessary or desirable useful to enable Exploit the other Party Compound or any Product in the Field in the Territory, except that, during the Japan XXX Period, Takeda shall have final decision-making authority in Japan with respect to comply such communications and drafts to the extent that the subject matter of the Joint Patents is necessary or useful to Exploit the Compound or any Product in the Field in Japan. If Licensee determines in its sole discretion to abandon or not maintain any Joint Patent(s), then Licensee shall provide Takeda with written notice of such determination within a period of time reasonably necessary (which notice from Licensee shall be given no later than sixty (60) days prior to any final deadline for any pending action or response that may be due with respect to such Joint Patent(s) with the duty of candor/duty of disclosure requirements of any applicable patent authority) to allow Takeda and Licensee to determine and mutually agree what to do with such Joint Patent(s) and, absent any such mutual agreement by Takeda and Licensee, to allow Takeda to determine its interest in assuming the primary right and authority to prosecute and maintain such Joint Patent(s). Either Party may determine In the event that it is no longer interested Takeda and Licensee do not agree in supporting writing on a course of action with respect to such Joint Patent(s) and that Takeda provides written notice to Licensee expressing its interest to assume the continued prosecution or maintenance of a particular primary right and authority to prosecute and maintain such Joint Patent in a country or jurisdictionPatent(s), in which case: (i) Licensee and Takeda shall take all action necessary and execute and deliver all documents or instruments required to enable Takeda to assume the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in primary right and authority to prosecute and maintain such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; Patent(s) and (ii) if such assignment is effected, any Takeda shall thereafter have the right and authority to prosecute and maintain such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZenecaPatents at its cost; provided, however, that Licensee shall reimburse Takeda for [ ]* of the disclaiming party would have an immunity from suit under reasonable expenses actually incurred by Takeda in prosecuting and maintaining such FibroGen Joint Patents promptly following Takeda’s presentation of invoices detailing such expenses if, but only if, such reasonable expenses are actually incurred by Takeda during any portion of the Term that such Joint Patent or AstraZeneca Joint Patents in respect of which Takeda incurs such reasonable expenses Covered the Exploitation of the Compound or any Product and no Takeda Patent, as Subject Licensee Patent or Joint Patent in respect of which Licensee is prosecuting and maintaining at Licensee’s sole cost and expense Covers the case may beExploitation of the Compound or any Product. If Licensee fails to make any reimbursement payment within thirty (30) days following Takeda’s presentation of invoices, then Licensee shall free of charge assign and transfer to Takeda CONFIDENTIAL * CONFIDENTIAL TREATMENT REQUESTED. the ownership of, and interest in, such Joint Patent(s) in the applicable country, and Licensee shall cooperate with Takeda for the assignment and transfer to Takeda of such Joint Patent(s) in such country or jurisdictionand all rights of Licensee in such Joint Patent(s) under this Agreement shall terminate. In addition, If Takeda assumes the primary right and authority to prosecute and maintain any Joint Patent that becomes a FibroGen Patent pursuant Patent(s) in accordance with this subsection (c), Takeda may determine in its sole discretion to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of abandon or not maintain any such Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or creditPatent(s).

Joint Patents. With respect (i) Except as provided in Section 8.5(b)(ii), NeoRx retains the right to any potentially patentable Joint Invention, AstraZeneca shall have the first right, but not the obligation, to prepare patent applications based on such Joint Invention, to file and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory initiate an infringement or other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent appropriate suit anywhere in the Territory, then AstraZeneca world against any Third Party who at any time has infringed or is suspected of infringing any of the Joint Patents. NeoRx shall provide FibroGen written give Xxxxxxx Pharma sufficient advance notice of such determination at least thirty (30) days before any deadline for taking action NeoRx's intent to avoid abandonment (or other loss of rights) file said suit and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain such Joint Patent. The Party that is responsible for preparing, filing, prosecuting, and maintaining a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Partyreasons therefor, and shall provide drafts Xxxxxxx Pharma with an opportunity to make suggestions and comments regarding such suit. NeoRx shall keep Xxxxxxx Pharma promptly informed, and shall from time to time consult with Xxxxxxx Pharma regarding the status of any such suit and shall provide Xxxxxxx Pharma with copies of all documents filed in and all material filings or responses to be made written communications relating to such patent authorities a reasonable amount of time in advance of submitting such filings or responsessuit. [ * ] Confidential Treatment Requested. In particularany suit pursuant to this Section 8.5(b)(i), each Party agrees NeoRx shall have the sole and exclusive right to provide select counsel and, except as provided below, shall pay all expenses of the suit including without limitation attorneys' fees and court costs. Any damages, royalties, settlement fees or other Party with all information necessary or desirable consideration received by NeoRx as a result of such suit shall be used to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction pay expenses related to the other Party for no additional consideration; suit, with any residual amount shared by NeoRx and (ii) if such assignment is effectedXxxxxxx Pharma [ * ] or as otherwise agreed. If necessary, any such Joint Patent would thereafter be deemed Xxxxxxx Pharma shall join as a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence suit but shall be excluded from under no obligation to participate except to the license granted extent that such participation is required as a result of being a named party to AstraZeneca the suit. At NeoRx's request, Xxxxxxx Pharma shall offer reasonable assistance to NeoRx in Section 7.1. Each Party shall bear its own internal costs in respect connection therewith at no charge to NeoRx, except for reimbursement of the prosecution of Joint Patents. Outreasonable out-of-pocket costs expenses, including salaries of Xxxxxxx Pharma's personnel, incurred in respect rendering such assistance. Xxxxxxx Pharma shall have the right to participate and be represented in any such suit by its own counsel at its own expense. NeoRx shall not settle any such suit or resolve any dispute involving rights of Xxxxxxx Pharma without obtaining the prosecution and maintenance prior written consent of Joint Patents in the Territory Xxxxxxx Pharma, which consent shall not be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or creditunreasonably withheld.

Joint Patents. With respect to any potentially patentable Joint Invention, AstraZeneca Partner shall have the first right, but not the obligation, to prepare patent applications based on such Joint Invention, to file and prosecute (including defense of any oppositions, interferences, reissue proceedings proceedings, reexaminations and reexaminationspost-grant proceedings) such patent applications, and to maintain any patents issuing therefrom (any such patent application and patents, a “Joint Patents issuing therefromPatent”), in any jurisdictions throughout the Territory. FibroGen Each Party shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, bear its own internal costs in respect of which the China Agreement filing prosecution of and maintenance Joint Patents by Partner. Out-of-pocket costs incurred in respect of the filing, prosecution and maintenance of Joint Patents by Partner shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in be borne [*] by [*] and [*] by [*] throughout the Territory, then AstraZeneca . Partner shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain such Joint Patent. The Party that is responsible for preparing, filing, prosecuting, and maintaining a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party Medivation reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and such other Party Medivation shall provide the Prosecuting Party Partner reasonable assistance in such efforts. The Prosecuting Party Partner shall provide the other Party Medivation with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such PartyPartner, and shall provide drafts of any material filings or material responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particularEach Party [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, each Party 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. agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either If Partner declines to file, or if either Party may determine subsequent to filing determines that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) then the disclaiming Party shall provide the other Party written notice of such determination at least [*] days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide the other Party with the opportunity to prepare, file, prosecute and maintain such Joint Patent; and (ii) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; and consideration (ii) if except in the case of a U.S. patent or patent application that is tied by a terminal disclaimer to another patent right owned by the disclaiming Party). If such assignment is effectedeffected (or if it is not effected because of a terminal disclaimer), any such Joint Patent would shall thereafter be deemed a FibroGen Medivation Patent in the case of assignment to FibroGenMedivation, or a AstraZeneca Partner Patent that is not a Collaboration Patent in the case of assignment to AstraZenecaPartner; provided, however, that (x) in the disclaiming party would have case of an immunity from suit assignment to Partner, Medivation shall retain a non-exclusive, royalty-free perpetual license under such FibroGen Patent or AstraZeneca Joint Patent, as the case may be, subject to Partner’s exclusive right to exploit such Joint Patent for Products in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents Field in the Territory during the Term of the Agreement; and (y) in the case of an assignment to Medivation, Partner shall be borne equally by AstraZeneca and FibroGenretain a non-exclusive, royalty-free (provided that for Products in the Field in the Licensed Territory, the provisions of Section 8.5 shall apply during the Term of the Agreement) perpetual license under such Joint Patent. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or credit.

Joint Patents. With respect Amgen shall have responsibility and control, using outside patent counsel mutually agreeable to the Parties, for the preparation, filing, prosecution (including any potentially patentable interferences, reissue proceedings and reexaminations) and maintenance of Joint Invention, AstraZeneca Patents using efforts and care consistent with the standard set forth in Section 9.2.1. Predix shall have the first right to review and comment on such preparation, filing, prosecution and maintenance of the Joint Patents and Amgen will consult with and reasonably consider in good xxxxx Xxxxxx'x comments thereon. To that end, Amgen shall instruct such outside counsel to furnish Predix PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE EXCHANGE ACT; [*] DENOTES OMISSIONS. with a reasonably complete draft of each submission to a patent authority regarding the Joint Patents no later than twenty (20) days prior to the date such submission is proposed to be made, or if given less than twenty (20) days to respond by the applicable patent authority or Law as soon as practicable. Additionally, Amgen shall instruct such outside counsel to provide Predix with a copy of each submission made to and document received from a patent authority regarding any Joint Patents reasonably promptly after making such filing or receiving such document. Amgen shall not knowingly take any action during filing, prosecution or maintenance of the Joint Patents that would materially adversely affect them (including in claim scope), without prior notice to Predix. From time to time, Predix may request in writing that Amgen file a Joint Patents in a particular country and within thirty (30) days thereafter, Amgen will notify Predix in writing of whether or not Amgen elects to do so; provided that [********] shall [********] by the standard set forth in [********]. If Amgen notifies Predix that Amgen has determined not to file such Joint Patent in such country, then Predix shall have the right, but not the obligation, to prepare assume responsibility and control (using outside patent applications based on such Joint Inventioncounsel mutually acceptable to the Parties), to file and prosecute (including defense of any oppositionsat Predix's cost, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain such Joint Patent. The Party that is responsible for preparing, filing, prosecuting, and maintaining a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responsescountry. In particularsuch event, each Party agrees the rights and obligations of the Parties under Section 9.2.2 shall thereafter apply to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or creditcountry.

Joint Patents. With respect to any potentially patentable the decision to initiate the drafting and filing of a new patent application claiming a Joint Invention, AstraZeneca the Parties shall first exchange sufficient information identifying such Joint Invention and discuss in good faith the relative merits of seeking patent rights thereto and, upon the prior mutual agreement of the Parties to proceed, not unreasonably withheld, Alpharma shall take such actions as are necessary or appropriate to procure, prosecute and maintain patents and/or patent applications to such Joint Inventions (“Joint Patent Rights”) (including any issuance, reissuance or reexamination thereof and the defense of any interference, revocation or opposition proceedings related thereto) at Alpharma’s sole Cost and discretion, subject to the provisions of this Section 9.2(b); provided, that all such Joint Patents shall be owned jointly. Alpharma shall furnish Durect with copies of drafts of such Joint Patents and any substantive prosecution correspondence relating to such Joint Inventions to and from patent offices throughout the Territory and permit Durect to offer its comments thereon before Alpharma makes any submission or response to a patent office. Alpharma will inform Durect of the countries in which it intends to file Joint Patents. Durect shall offer its comments promptly, including any request that the Joint Patents be filed in additional countries; provided, that Alpharma shall determine the appropriate action after considering in good faith any comments or requests from Durect, and further provided that in the event that delay would jeopardize any potential patent right, Alpharma shall have the first right, but not the obligation, right to prepare patent applications based on such Joint Invention, to file and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall governproceed without awaiting Durect’s comments. If AstraZeneca Alpharma determines in its sole discretion not to abandonfile, cease prosecution or otherwise not file prosecute, defend or maintain any Joint Patent anywhere Rights (including failing to defend any interference, revocation or opposition proceedings) in the Territoryany country, then AstraZeneca Alpharma shall provide FibroGen Durect with [* * *] prior written notice (or such shorter time period that would permit Durect a reasonable opportunity to respond in a timely manner) of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) determination, and Durect shall provide FibroGen with have the right and opportunity to prepare, file, prosecute and prosecute, defend and/or maintain such Joint PatentPatent Rights on behalf of the Parties at Durect’s sole Cost. Confidential treatment has been requested for portions of this exhibit. The Party that is responsible for preparing, filing, prosecuting, and maintaining a particular Joint Patent (copy filed herewith omits the “Prosecuting Party”) shall provide information subject to the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and such other Party shall provide the Prosecuting Party reasonable assistance in such effortsconfidential treatment request. The Prosecuting Party shall provide the other Party with a copy Omissions are designated as * * *. A complete version of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply this exhibit has been filed separately with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; Securities and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or creditExchange Commission.

Joint Patents. With respect to any potentially patentable the decision to initiate the drafting and filing of a new patent application claiming a Joint Invention, AstraZeneca the Parties shall first exchange sufficient information identifying such Joint Invention and discuss in good faith the relative merits of seeking patent rights thereto and, upon the prior mutual agreement of the Parties to proceed, not unreasonably withheld, Alpharma shall take such actions as are necessary or appropriate to procure, prosecute and maintain patents and/or patent applications to such Joint Inventions (“Joint Patent Rights”) (including any issuance, reissuance or reexamination thereof and the defense of any interference, revocation or opposition proceedings related thereto) at Alpharma’s sole Cost and discretion, subject to the provisions of this Section 9.2(b); provided, that all such Joint Patents shall be owned jointly. Alpharma shall furnish Durect with copies of drafts of such Joint Patents and any substantive prosecution correspondence relating to such Joint Inventions to and from patent offices throughout the Territory and permit Durect to offer its comments thereon before Alpharma makes any submission or response to a patent office. Alpharma will inform Durect of the countries in which it intends to file Joint Patents. Durect shall offer its comments promptly, including any request that the Joint Patents be filed in additional countries; provided, that Alpharma shall determine the appropriate action after considering in good faith any comments or requests from Durect, and further provided that in the event that delay would jeopardize any potential patent right, Alpharma shall have the first right, but not the obligation, right to prepare patent applications based on such Joint Invention, to file and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall governproceed without awaiting Durect’s comments. If AstraZeneca Alpharma determines in its sole discretion not to abandonfile, cease prosecution or otherwise not file prosecute, defend or maintain any Joint Patent anywhere Rights (including failing to defend any interference, revocation or opposition proceedings) in the Territoryany country, then AstraZeneca Alpharma shall provide FibroGen Durect with [**] prior written notice (or such shorter time period that would permit Durect a reasonable opportunity to respond in a timely manner) of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) determination, and Durect shall provide FibroGen with have the right and opportunity to prepare, file, prosecute and prosecute, defend and/or maintain such Joint Patent. The Party that is responsible for preparing, filing, prosecuting, and maintaining a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable opportunity to review and comment Rights on such prosecution efforts regarding such Joint Patent, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect behalf of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or creditParties at Durect’s sole Cost.

Joint Patents. The Parties shall discuss in good faith, and thereupon implement, a mutually agreeable patent strategy with respect to all Joint Patents and Joint Know-How that may be patentable. With respect to any potentially patentable all Joint InventionPatents and Joint Know-How for which the Parties agree patent prosecution should be sought, AstraZeneca the Parties shall have cooperate in the first rightpreparation, but not the obligation, to prepare filing and prosecution of patent applications based on such Joint Invention, to file and prosecute (including defense of any oppositionsprovoking, interferencesinstituting or defending inter partes review, reissue proceedings and reexaminations) such patent applicationsinterference, opposition, revocation, reexamination, derivation, and similar proceedings related to maintain any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain such Joint Patent. The Party that is responsible for preparing, filing, prosecuting, and maintaining a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such PartyPatents), and shall provide drafts discuss and agree on the content and form of relevant patent applications and any material filings or responses to be made to other relevant matters before such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1applications are made. Each Party shall bear its own internal costs consider in respect good faith any comments from the other Party regarding steps to be taken to strengthen any Joint Patent. BioTime shall serve as the lead Party to prosecute and maintain all applications covering Joint Patents in the BioTime Exclusive Field or BioTime Non-Exclusive Field and in the BioTime Option Field during the term of the prosecution of option and for any Joint Patent covering a BioTime Product (including provoking, instituting or defending inter partes review, interference, opposition, revocation, reexamination and similar proceedings related to the Joint Patents), the Parties to share equally in the expense. Out-of-pocket costs incurred in In the event that the Parties’ respective patent counsel, after good faith discussions, cannot agree with respect of to any decision to be made regarding the prosecution and maintenance of the Joint Patents in Patents, BioTime shall make the Territory decision. Notwithstanding the foregoing, the Parties shall be borne equally by AstraZeneca and FibroGen. In the event not prosecute a Party elects to disclaim its interest Joint Patent in a manner that would be inconsistent with the prosecution of a corresponding Joint Patent. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the costs incurred with respect Securities and Exchange Commission pursuant to such Patent after Rule 24b-2 of the date Securities Exchange Act of such disclaimer shall thereafter be borne exclusively by the other Party1934, without reimbursement or creditas amended.

Joint Patents. With respect to any potentially patentable Joint Invention, AstraZeneca the Parties shall have the first right, but not the obligation, to prepare meet and agree upon which Party shall prosecute and maintain patent applications based on covering such Joint Invention, to file and prosecute Invention (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, application and to maintain any patents issuing therefrom a “Joint Patents issuing therefrom, Patent”) in any particular countries and jurisdictions throughout the Territoryworld. FibroGen shall have It is the corresponding first right, but not the obligation, in any jurisdictions outside intention of the Territory other than ChinaParties that, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandonunless otherwise agreed, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, Lung Tx would prosecute and maintain the Joint Patents on a worldwide basis, subject to the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient and harmonious as possible. Lung Tx shall bear its own costs and expenses incurred with respect to the prosecution of patent application in the Joint Patent. The Party that is responsible for preparing, filing, prosecuting, Patents outside the Licensed Territory and maintaining a particular Taiho shall bear any out-of-pocket expenses incurred by Lung Tx with respect to the prosecution of patent application in the Joint Patent (within the “Prosecuting Party”) Licensed Territory, except as otherwise provided below. Lung Tx shall provide the other Party Taiho reasonable opportunity to review and comment on such prosecution efforts regarding such the applicable Joint PatentPatents in the Licensed Territory, and such other Party Taiho shall provide the Prosecuting Party Lung Tx reasonable assistance in such efforts. The Prosecuting Party Lung Tx shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions Licensed Territory regarding the Joint Patent being prosecuted by such PartyLung Tx, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party Xxxxx agrees to provide the other Party Lung Tx with all information necessary or desirable to enable the other Party Lung Tx to comply with the duty of candor/duty of disclosure requirements of any patent authority. Except to the extent a particular Party is restricted by the licenses granted to the other Party and/or the other covenants contained in the Agreement, each Party shall be entitled to practice, and grant to Third Parties and its Affiliates the right to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall consent, without additional consideration, to any and all such licenses. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming such Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; , and (ii) if such assignment is so effected, any such Joint Patent would thereafter be deemed a FibroGen Lung Tx Patent in the case of assignment to FibroGenLung Tx, or a AstraZeneca Taiho Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or creditTaiho.

Joint Patents. With respect to any potentially patentable the prosecution of patent applications claiming Joint InventionInventions (“Joint Patents”), AstraZeneca Enzon shall have the first right, but not the obligationat its expense, to prepare take such actions as are necessary or appropriate to procure, prosecute and maintain patents with respect thereto (including any interferences, oppositions, reissuance, and re-examinations); provided, that all such patent applications based on and patents shall be owned jointly. Enzon shall furnish NatImmune with copies of such Joint Invention, Patents and other material correspondence relating to such Joint Inventions to and from the U.S. Patent and Trademark Office and European Patent Office throughout the Enzon Territory and permit NatImmune to offer its comments thereon before Enzon makes a submission to such patent office. Enzon will inform NatImmune of the countries in which it intends to file and prosecute (patent applications for Joint Patents. NatImmune shall offer its comments promptly, including defense of any oppositionsrequest that the patents be filed in additional countries; provided, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain that Enzon shall determine the appropriate action after considering in good faith any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall governcomments or requests from NatImmune. If AstraZeneca Enzon determines in its sole discretion not to abandonfile, cease prosecution or otherwise not file prosecute, defend or maintain any patent or patent application (including failing to defend any interference, revocation or opposition proceedings) within the Joint Patent anywhere Patents in the Territoryany country, then AstraZeneca Enzon shall provide FibroGen written notice of such determination at least NatImmune with thirty (30) days before any deadline for taking action to avoid abandonment prior written notice (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain such Joint Patent. The Party shorter time period that is responsible for preparing, filing, prosecuting, and maintaining would permit NatImmune a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable opportunity to review respond in a timely manner) of such determination and comment on such prosecution efforts regarding such Joint PatentNatImmune shall have the right and opportunity to file, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Partyprosecute, and shall provide drafts of any material filings or responses to be made to defend and/or maintain such patent authorities a reasonable amount of time or patent application in advance of submitting such filings or responses. In particularNatImmune’s name at NatImmune’s sole cost and expense, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdictionand, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction subject to the other Party terms of this Agreement, Enzon will thereafter have a non-exclusive, perpetual, royalty- free license under such patent or patent application in order to make, have made, develop, promote, use, import, offer for no additional consideration; sale and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent sell Compounds and Products in the case of assignment Enzon Territory and to FibroGen, or a AstraZeneca Patent make and have made Compounds and Products in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, NatImmune Territory for sale in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or creditEnzon Territory.

Joint Patents. With respect to any potentially patentable Joint Invention, AstraZeneca Optimer shall have the first right, but not the obligation, to prepare patent applications based on such Joint Inventioncontrol and manage the preparation, to file and prosecute filing, prosecution (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and maintenance of all Patents that claim Joint Inventions (herein referred to maintain any as “Joint Patents”). The determination of the countries in which to file Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall be made by Optimer and Optimer shall have the corresponding first rightright to direct and control all material actions relating to the prosecution or maintenance of Joint Patents, but subject to Partner’s ability to comment on such filings and Optimer’s reasonable consideration of such comments. If Partner reasonably believes that a representation or omission made or proposed to be made by Optimer or its patent counsel is liable to mislead a patent office then the Parties will discuss the issue. If Optimer is not willing to change its view then to the obligationextent necessary to comply with anti-trust law, in any jurisdictions outside of the Territory other than China, Partner shall be entitled to contact such patent office directly in respect of such representation or omission All out of pocket costs of filing, prosecuting and maintaining Joint Patents shall be shared 50/50, unless otherwise agreed or unless Partner provides notice to Optimer that it does not wish to share such costs in relation to any particular Joint Patent in which the China Agreement case (i) Partner shall govern. If AstraZeneca determines have no liability for such costs in relation to such Joint Patent, (ii) Partner shall not be able to exploit itself or through any third party or license or assign its share in such Joint Patent and (iii) Optimer may elect to continue prosecution and/or maintenance of such Joint Patent at its sole discretion cost and expense. In the event that Optimer desires not to abandon, file a Joint Patent in any particular country or to abandon or cease prosecution or otherwise maintenance of any Joint Patent, or not defend proceedings in relation to any Joint Patent, Optimer shall provide reasonable prior written notice to Partner of such intention not to file or maintain any Joint Patent anywhere in to abandon or cease prosecution or maintenance or not defend proceedings (which notice shall, to the Territoryextent possible, then AstraZeneca shall provide FibroGen written notice of such determination at least be given no later than thirty (30) days before any prior to the next deadline for taking any action that must be taken with respect to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain any such Joint PatentPatent in the relevant patent office or proceeding). The Party that is responsible for preparingIn such case, filingat Partner’s sole discretion, prosecutingupon written notice to Optimer from Partner, and maintaining a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable opportunity Partner may elect to review and comment on such file and/or continue prosecution efforts regarding and/or maintenance of any such Joint Patent, at its sole cost and expense and by counsel of its own choice, and (1) such other Party Joint Patent shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority not be included in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, definition of Valid Claim and (2) Optimer shall provide drafts of not be able to exploit itself or through any material filings Third Party or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings license or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest share in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or credit.

Joint Patents. (i) Each of LTS and NuPathe will promptly disclose to the other in writing any Invention that might, under the applicable patent laws, be patentable and constitute a Joint Invention that would be owned by, or jointly owned with, the other party pursuant to Section 6.2(c). With respect to all Joint Patents (including amendments, continuations or continuations in part) related to Joint Inventions, the Parties shall determine which Party shall be responsible for filing, prosecuting, maintaining and defending such Joint Patents on behalf of both Parties (the “Responsible Party”) based on a good faith determination of the relative contributions of the Parties to the Invention and the relative level of interest of the Parties in the Invention. At least twenty (20) days prior to the contemplated filing of such Joint Patents, the ** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND WILL BE FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. Responsible Party shall submit a substantially completed draft of a Joint Patent application to the other Party and provide such Party with a reasonable opportunity to review and comment on any potentially patentable Joint Invention, AstraZeneca such documents prior to filing. The Responsible Party shall also promptly provide the other Party with copies of any substantive prosecution correspondence received directly or indirectly from a patent office or from local patent counsel assisting with patent prosecution of such applications and the other Party shall have an opportunity to review and comment on any response thereto. The Responsible Party will consider in good faith the first right, but not the obligation, other Party’s comments and suggestions with respect to prepare patent applications based on such Joint Invention, to file and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) applications and/or substantive prosecution correspondence and shall provide FibroGen with the opportunity use its Commercially Reasonable Efforts to prepare, file, prosecute and maintain such Joint Patent. The Party Patents, in the Territory that is responsible for preparing, filing, prosecuting, and maintaining a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and such other Party shall provide broadest possible coverage for the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, Drug Product and shall provide drafts of not take any material filings actions that would lessen or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by minimize coverage without the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or credit’s prior written approval.

Joint Patents. With respect to the preparation, prosecution and maintenance of patent applications claiming Joint Inventions (“Joint Patents”), Endo shall take such actions as are necessary or appropriate to procure, prosecute and maintain patents with respect thereto (including any potentially patentable issuance, reissuance or reexamination thereof and the defense of any interference, revocation or opposition proceedings related thereto) at Endo’s sole expense and discretion, subject to the provisions of this Section 8.3(b); provided, that all such patent applications and patents shall be owned jointly. Endo shall furnish Durect with copies of such Joint InventionPatents and any substantive correspondence relating to such Joint Inventions to and from patent offices throughout the Territory and permit Durect to offer its comments thereon before Endo makes any submission or response to a patent office. Endo will inform Durect of the countries in which it intends to file patent applications. Durect shall offer its comments promptly, AstraZeneca including any request that the *** Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the SEC. patents be filed in additional countries; provided, that Endo shall determine the appropriate action after considering in good faith any comments or requests from Durect, and further provided that in the event that delay would jeopardize any potential patent right, Endo shall have the first right, but not the obligation, right to prepare patent applications based on such Joint Invention, to file and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall governproceed without awaiting Durect’s comments. If AstraZeneca Endo determines in its sole discretion not to abandonfile, cease prosecution or otherwise not file prosecute, defend or maintain any patent application (including failing to defend any interference, revocation or opposition proceedings) within the Joint Patent anywhere Patents in the Territoryany country, then AstraZeneca Endo shall provide FibroGen Durect with [***] days’ prior written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain such Joint Patent. The Party shorter time period that is responsible for preparing, filing, prosecuting, and maintaining would permit Durect a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable opportunity to review and comment on respond in a timely manner) of such prosecution efforts regarding such Joint Patentdetermination, and such other Party Durect shall provide have the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Partyright and opportunity to file, and shall provide drafts of any material filings or responses to be made to prosecute, defend and/or maintain such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect application on behalf of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution Parties at Durect’s sole cost and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or creditexpense.

Joint Patents. With respect to any potentially patentable the prosecution of patent applications claiming Joint InventionInventions (“Joint Patents”), AstraZeneca Enzon shall have the first right, but not the obligationat its expense, to prepare take such actions as are necessary or appropriate to procure, prosecute and maintain patents with respect thereto (including any interferences, oppositions, reissuance, and re-examinations); provided, that all such patent applications based on and patents shall be owned jointly. Enzon shall furnish NatImmune with copies of such Joint Invention, Patents and other material correspondence relating to such Joint Inventions to and from the U.S. Patent and Trademark Office and European Patent Office throughout the Enzon Territory and permit NatImmune to offer its comments thereon before Enzon makes a submission to such patent office. Enzon will inform NatImmune of the countries in which it intends to file and prosecute (patent applications for Joint Patents. NatImmune shall offer its comments promptly, including defense of any oppositionsrequest that the patents be filed in additional countries; provided, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain that Enzon shall determine the appropriate action after considering in good faith any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall governcomments or requests from NatImmune. If AstraZeneca Enzon determines in its sole discretion not to abandonfile, cease prosecution or otherwise not file prosecute, defend or maintain any patent or patent application (including failing to defend any interference, revocation or opposition proceedings) within the Joint Patent anywhere Patents in the Territoryany country, then AstraZeneca Enzon shall provide FibroGen written notice of such determination at least NatImmune with thirty (30) days before any deadline for taking action to avoid abandonment prior written notice (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain such Joint Patent. The Party shorter time period that is responsible for preparing, filing, prosecuting, and maintaining would permit NatImmune a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable opportunity to review respond in a timely manner) of such determination and comment on such prosecution efforts regarding such Joint PatentNatImmune shall have the right and opportunity to file, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Partyprosecute, and shall provide drafts of any material filings or responses to be made to defend and/or maintain such patent authorities a reasonable amount of time or patent application in advance of submitting such filings or responses. In particularNatImmune’s name at NatImmune’s sole cost and expense, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdictionand, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction subject to the other Party terms of this Agreement, Enzon will thereafter have a non-exclusive, perpetual, royalty-free license under such patent or patent application in order to make, have made, develop, promote, use, import, offer for no additional consideration; sale and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent sell Compounds and Products in the case of assignment Enzon Territory and to FibroGen, or a AstraZeneca Patent make and have made Compounds and Products in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, NatImmune Territory for sale in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or creditEnzon Territory.

Joint Patents. With respect to any potentially patentable Joint Invention, AstraZeneca Optimer shall have the first right, but not the obligation, to prepare patent applications based on such Joint Inventioncontrol and manage the preparation, to file and prosecute filing, prosecution (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and maintenance of all Patents that claim Joint Inventions (herein referred to maintain any as “Joint Patents”). The determination of the countries in which to file Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall be made by Optimer and Optimer shall have the corresponding first rightright to direct and control all material actions relating to the prosecution or maintenance of Joint Patents, but subject to Partner’s ability to comment on such filings and Optimer’s reasonable consideration of such comments. If Partner reasonably believes that a representation or omission made or proposed to be made by Optimer or its patent counsel is liable to mislead a patent office then the Parties will discuss the issue. If Optimer is not willing to change its view then to the obligationextent necessary to comply with anti-trust law, in any jurisdictions outside of the Territory other than China, Partner shall be entitled to contact such patent office directly in respect of such representation or omission All out of pocket costs of filing, prosecuting and maintaining Joint Patents shall be shared 50/50, unless otherwise agreed or unless Partner provides notice to Optimer that it does not wish to share such costs in relation to any particular Joint Patent in which the China Agreement case (a) Partner shall govern. If AstraZeneca determines have no liability for such costs in relation to such Joint Patent, (b) Partner shall not be able to exploit itself or through any third party or license or assign its share in such Joint Patent and (c) Optimer may elect to continue prosecution and/or maintenance of such Joint Patent at its sole discretion cost and expense. In the event that Optimer desires not to abandon, file a Joint Patent in any particular country or to abandon or cease prosecution or otherwise maintenance of any Joint Patent, or not defend proceedings in relation to any Joint Patent, Optimer shall provide reasonable prior written notice to Partner of such intention not to file or maintain any Joint Patent anywhere in to abandon or cease prosecution or maintenance or not defend proceedings (which notice shall, to the Territoryextent possible, then AstraZeneca shall provide FibroGen written notice of such determination at least be given no later than thirty (30) days before any prior to the next deadline for taking any action that must be taken with respect to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain any such Joint PatentPatent in the relevant patent office or proceeding). The Party that is responsible for preparingIn such case, filingat Partner’s sole discretion, prosecutingupon written notice to Optimer from Partner, and maintaining a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable opportunity Partner may elect to review and comment on such file and/or continue prosecution efforts regarding and/or maintenance of any such Joint Patent, at its sole cost and expense and by counsel of its own choice and (a) such other Party Joint Patent shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority not be included in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and definition of Valid Claim (b) Optimer shall provide drafts of not be able to exploit itself or through any material filings Third Party or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings license or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest share in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or credit.