Common use of Joint Patents Clause in Contracts

Joint Patents. Except as otherwise provided in this Section 7.3(b), the JSC shall entrust one Party with the right and authority, to prosecute and maintain the Joint Patents on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (subject to this Section 7.3(b)). The Entrusted Party shall provide the other party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patents. The Entrusted Party shall provide the other party with a copy of material communications from any patent authority regarding such Joint Patents, and shall provide the other party with 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. If one Party (the “First Party”) determines in its sole discretion to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such Party shall provide the other Party (the “Second Party”) with thirty (30) days’ prior written notice of such determination (or such longer period of time reasonably necessary to allow the other party to assume such responsibilities) and shall provide the Second Party with the opportunity to prosecute and maintain such Patent at the Second Party’s sole expense, and if the Second Party so requests, the First Party shall assign such Patent to the Second Party (if the Second Party is Rhizen, such Patent shall be included in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice to the other Party (the “Second Party”) of such desire. Within fifteen (15) days of such written notice, the Second Party shall provide written notice to the First Party as to whether the Second Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall (i) provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefrom, and (ii) assign such patent application or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent shall be included in the respective Party’s Patents).

Joint Patents. Except as otherwise provided in this Section 7.3(b)With respect to any potentially patentable Joint Invention, the JSC Parties shall entrust one meet and agree upon which Party with shall prosecute and maintain Patent applications covering such Joint Invention (any such Patent application and any Patents issuing therefrom, a “Joint Patent”) in particular countries and jurisdictions throughout the right world. Unless otherwise agreed by the Parties, SymBio will prosecute and authoritymaintain any Joint Patents in the Licensed Territory, to and Onconova will prosecute and maintain the Joint Patents on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (outside the Licensed Territory, subject to this Section 7.3(b))the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient, and harmonious as possible. The Entrusted Parties ** all expenses of filing, prosecuting and maintaining such Joint Patents. The Party that prosecutes a Joint Patent (the “Prosecuting Party”) shall provide the other party reasonable Party the opportunity to review and comment on any and all such prosecution efforts regarding the applicable Joint Patent in the particular jurisdictions, and such Joint Patentsother Party shall provide the Prosecuting Party reasonable assistance in such efforts, provided that the Prosecuting Party shall have final control over such prosecution efforts after reasonably considering the other Party’s comments, if any. The Entrusted Prosecuting Party shall provide the other party Party with a copy of all material communications from any patent Patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Joint PatentsParty, and shall provide the other party with 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. If one In particular, each Party (the “First Party”) determines in its sole discretion agrees to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such Party shall provide the other Party (the “Second Party”) with thirty (30) days’ prior written notice of such determination (all information necessary or such longer period of time reasonably necessary desirable to allow enable the other party Party to assume such responsibilities) and shall provide the Second Party comply with the opportunity to prosecute and maintain such any duty of candor and/or duty of disclosure requirements of any Patent at the Second Party’s sole expense, and if the Second Party so requests, the First Party shall assign such Patent authority. Except to the Second Party (if the Second extent a Party is Rhizen, restricted by the licenses granted by such Patent shall be included in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice to the other Party (under the “Second Party”) terms of this Agreement, and/or the other covenants contained in this Agreement, each Party shall be entitled to practice, and grant licenses to Third Parties and Affiliates of such desire. Within fifteen (15) days of such written noticeThird Parties to practice, the Second Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall provide written notice consent and hereby consents, without additional consideration, to the First Party as to whether the Second Party agrees to file a patent application in any and all such jurisdiction or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall (i) provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefrom, and (ii) assign such patent application or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent shall be included in the respective Party’s Patents)licenses.

Joint Patents. Except as otherwise provided in this Section 7.3(b)With respect to any potentially patentable Joint Invention, the JSC Parties shall entrust one meet and agree upon which Party with shall prosecute and maintain Patent applications covering such Joint Invention (any such Patent application and any Patents issuing therefrom, a “Joint Patent”) in particular countries and jurisdictions throughout the right world. Unless otherwise agreed by the Parties, Xxxxxx will prosecute and authoritymaintain any Joint Patents in the Licensed Territory, to and Onconova will prosecute and maintain the Joint Patents on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (outside the Licensed Territory, subject to this Section 7.3(b))the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient, and harmonious as possible. The Entrusted Parties ** all expenses of filing, prosecuting and maintaining such Joint Patents. The Party that prosecutes a Joint Patent (the “Prosecuting Party”) shall provide the other party reasonable Party the opportunity to review and comment on any and all such prosecution efforts regarding the applicable Joint Patent in the particular jurisdictions, and such Joint Patentsother Party shall provide the Prosecuting Party reasonable assistance in such efforts; provided that the Prosecuting Party shall have final control over such prosecution efforts after reasonably considering the other Party’s comments, if any. The Entrusted Prosecuting Party shall provide the other party Party with a copy of all material communications from any patent Patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Joint PatentsParty, and shall provide the other party with 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. If one In particular, each Party (the “First Party”) determines in its sole discretion agrees to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such Party shall provide the other Party (the “Second Party”) with thirty (30) days’ prior written notice of such determination (all information necessary or such longer period of time reasonably necessary desirable to allow enable the other party Party to assume such responsibilities) and shall provide the Second Party comply with the opportunity to prosecute and maintain such any duty of candor and/or duty of disclosure requirements of any Patent at the Second Party’s sole expense, and if the Second Party so requests, the First Party shall assign such Patent authority. Except to the Second Party (if the Second extent a Party is Rhizen, restricted by the licenses granted by such Patent shall be included in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice to the other Party (under the “Second Party”) terms of this Agreement, and/or the other covenants contained in this Agreement, each Party shall be entitled to practice, and grant licenses to Third Parties and Affiliates of such desire. Within fifteen (15) days of such written noticeThird Parties to practice, the Second Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall provide written notice consent and hereby consents, without additional consideration, to the First Party as to whether the Second Party agrees to file a patent application in any and all such jurisdiction or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall (i) provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefrom, and (ii) assign such patent application or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent shall be included in the respective Party’s Patents)licenses.

Joint Patents. Except as otherwise provided Neither Party shall have any obligation to file or prosecute any Joint Patent. To the extent a Party wishes to prosecute a Joint Patent, the Parties will mutually agree upon which Party will have the first right to prosecute such Joint Patent, based on the contribution of each Party to such invention and each Party’s potential interest in products based upon such invention. If the Party having such first right does not wish to prosecute such Joint Patent, it shall inform the other Party promptly, but in any event no later than [***] after the Parties have agreed upon which Party had the first right to prosecute such Joint Patent. If the Party having such first right does not wish to prosecute such Joint Patent, the other Party may, upon written notice to such Party, prosecute such Joint Patent. The Party that prosecutes a Joint Patent pursuant to this Section 7.3(b5.2(b) (the “prosecuting Party”) will solely bear its own internal costs for such prosecution and will solely bear the external costs for such prosecution (e.g., outside counsel, filing fees, etc.). Licensee will have the first right, but not the JSC shall entrust one Party with the right and authorityobligation, to prosecute and maintain the infringement of any Joint Patents on that is related to the Exclusively Licensed Know-How or a worldwide basis at its sole discretion herein referred product competitive, or potentially competitive, with a Licensed Product; and Licensor will have the first right, but not the obligation, to as an “Entrusted Party” (subject to this Section 7.3(b))prosecute infringement of any Joint Patents in all other cases. The Entrusted Party Parties shall provide the other party reasonable opportunity to review first confer and comment on mutually agree regarding any such prosecution efforts regarding such of infringement; provided, however, that Licensee shall have the right, without the consent of Licensor, to assert a Joint Patents. The Entrusted Patent against a Third Party shall provide the other party with a copy of material communications from any patent authority regarding such Joint Patents, and shall provide the other party with 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. If one Party (the “First Party”) determines in its sole discretion to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such Party shall provide the other Party (the “Second Party”) with thirty (30) days’ prior written notice of such determination (or such longer period of time reasonably necessary to allow the other party to assume such responsibilities) and shall provide the Second Party with the opportunity to prosecute and maintain such Patent at the Second Party’s sole expense, and if the Second Party so requests, the First Party shall assign such Patent to the Second Party (if the Second Party is Rhizen, such Patent shall be included in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from defense of or counterclaim to any claim or assertion of infringement of a Patent within the Joint Patents, the First Party shall provide written notice to the other Party (the “Second or misappropriation of Know-How Controlled by such Third Party”) of such desire. Within fifteen (15) days of such written notice, the Second Party shall provide written notice to the First Party as to whether the Second Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall (i) provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefrom, and (ii) assign such patent application or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent shall be included in the respective Party’s Patents).

Joint Patents. Except as otherwise provided in this Section 7.3(b), The Parties shall establish the JSC shall entrust one Party with patent strategy for the right prosecution and authority, to prosecute and maintain the Joint Patents on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (subject to this Section 7.3(b)). The Entrusted Party shall provide the other party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patents. The Entrusted Party shall provide the other party with a copy maintenance of material communications from any patent authority regarding such Joint Patents, and shall provide determine, on an Invention-by-Invention basis, which Party shall be responsible for the prosecution and maintenance of such Patents (such Party, the “Prosecuting Party”). In determining the Prosecuting Party, the Parties shall take into account each Party’s intellectual property or Patent position with respect to the relevant Invention. The Prosecuting Party shall keep the other party Party reasonably informed of progress with regard to its prosecution and maintenance of any Patents described in this Section 9.2(b), including by providing such other Party with drafts of all proposed substantive filings and correspondence to any material relevant patent authority for such other Party’s review and comment prior to the submission of such proposed filings or responses to be made and correspondence. The Prosecuting Party shall consider in good faith the other Party’s comments related to such patent authorities a reasonable amount of time in advance of Patents prior to submitting such filings or responses. If one Party (the “First Party”) determines in its sole discretion to abandon or not maintain any Patent within the Joint Patents anywhere in the worldand correspondence, then such Party shall provide provided that the other Party (provides such comments to the “Second Party”) with Prosecuting Party within thirty (30) days’ prior written notice of such determination days (or such longer a shorter period reasonably designated by the Prosecuting Party if thirty (30) days is not practicable given the filing deadline) of time reasonably necessary to allow receiving the other party to assume such responsibilities) draft filings and shall provide correspondence from the Second Party with the opportunity to prosecute and maintain such Patent at the Second Prosecuting Party’s sole expense, and if the Second Party so requests, the First Party shall assign such Patent to the Second Party (if the Second Party is Rhizen, such Patent shall be included in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one the Prosecuting Party seeks to abandon or cease the prosecution or maintenance of any Patent described in this Section 9.2(b) (without initiation of the “First Party”) desires to fileprosecution and maintenance of a substitution therefor), in a particular jurisdiction, a patent application that claims priority from a Patent within then the Joint Patents, the First Prosecuting Party shall provide reasonable prior written notice to the other Party (the “Second Party”) of such desire. Within fifteen intention to abandon or cease such prosecution or maintenance (15which notice shall be given no later than thirty (30) days of prior to the next deadline for any action that must be taken with respect to any such written noticeJoint Patent with the patent office). In such case, at the Second Party shall provide other Party’s sole discretion, upon written notice to the First Prosecuting Party, such other Party as may elect to whether continue the Second prosecution and maintenance of any such Patent described in this Section 9.2(b), and will thereafter be the Prosecuting Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees with respect to such a filing, Joint Patent. The Parties shall mutually agree on the Entrusted percentage of expenses that each Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall (i) provide the First Party bear with the opportunity to file and prosecute such patent application and maintain any patent issuing therefrom, and (ii) assign such patent application or a right to file such patent application respect to the First Party; and prosecution of Joint Patents (which in the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent absence of any other agreement between the Parties shall be included in borne by the respective Prosecuting Party’s Patents).

Joint Patents. Except as otherwise provided in this Section 7.3(b)With respect to any potentially patentable Joint Invention, the JSC Parties shall entrust one Party with the right meet and authorityagree upon which Party, to if any, shall prepare, file, prosecute (including any interferences, reissue proceedings and reexaminations) and maintain patent applications covering such Joint Invention (any such patent application and any patents issuing therefrom a “Joint Patent”) in any jurisdictions throughout the world, as well as the manner in which patent expense for such Joint Patent will be shared by the Parties. In the event the parties agree to file any Joint Patent but disagree on any aspect of the filing or prosecution thereof, the Parties shall refer the disagreement to a mutually acceptable patent attorney for resolution pursuant to Section 13.11. The Party that prosecutes a patent application in the Joint Patents on a worldwide basis at its sole discretion herein referred to as an (the “Entrusted Prosecuting Party” (subject to this Section 7.3(b)). The Entrusted Party ”) shall provide the other party Party reasonable opportunity to review and comment on such prosecution efforts regarding the applicable Joint Patents in the particular jurisdictions, and such Joint Patentsother Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Entrusted Prosecuting Party shall provide the other party Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Joint PatentsParty, and shall provide the other party with 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. If one In particular, each Party (agrees to provide the “First Party”) determines 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 its sole discretion to abandon supporting the continued prosecution or not maintain any maintenance of a particular Joint Patent within in a country or jurisdiction, in which case the Joint Patents anywhere in the world, then such disclaiming Party shall provide the other Party (the “Second Party”) with thirty (30) days’ prior written notice of such determination at least thirty (or such longer period of time reasonably necessary 30) days before any deadline for taking action to allow the other party to assume such responsibilities) avoid abandonment and shall provide the Second other Party with the opportunity to prosecute and maintain such Patent at have the Second disclaiming Party’s sole expenseinterest in such Joint Patent in such country or jurisdiction assigned to the other Party, and if at no cost to the Second Party so requestsother Party. Subject to the license granted to Purdue pursuant to Section 2.1(a), the First each Party shall assign such Patent have the right to the Second Party (if the Second Party is Rhizenpractice, such Patent shall be included in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within license and exploit the Joint PatentsPatents worldwide, the First Party shall provide written notice to without consent of the other Party (the “Second Party”where consent is required by law, such consent is hereby deemed granted) and without a duty of such desire. Within fifteen (15) days of such written notice, the Second Party shall provide written notice accounting to the First Party as to whether the Second Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall (i) provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefrom, and (ii) assign such patent application or a right to file such patent application to the First other Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent shall be included in the respective Party’s Patents).

Joint Patents. Except as otherwise provided The Parties shall discuss in this Section 7.3(bgood 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 all Joint Patents and Joint Know-How for which the Parties agree patent prosecution should be sought, the Parties shall cooperate in the preparation, filing and prosecution of patent applications (including provoking, instituting or defending interference, opposition, revocation, reexamination, derivation, and similar proceedings related to the Joint Patents), and shall discuss and agree on the JSC content and form of relevant patent applications and any other relevant matters before such applications are made. Each Party shall entrust one consider in good faith any comments from the other Party with regarding steps to be taken to strengthen any Joint Patent. Salix shall serve as the right and authority, lead Party to prosecute and maintain all applications covering Joint Patents in the Salix Territory (including provoking, instituting or defending interference, opposition, revocation, reexamination and similar proceedings related to the Joint Patents on a worldwide basis Patents), at its sole discretion herein referred to Salix’s expense, unless otherwise agreed by the Parties; and Alfa shall serve as an “Entrusted Party” (subject to this Section 7.3(b)). The Entrusted the lead Party shall provide the other party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patents. The Entrusted Party shall provide the other party with a copy of material communications from any patent authority regarding such Joint Patents, and shall provide the other party with 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. If one Party (the “First Party”) determines in its sole discretion to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such Party shall provide the other Party (the “Second Party”) with thirty (30) days’ prior written notice of such determination (or such longer period of time reasonably necessary to allow the other party to assume such responsibilities) and shall provide the Second Party with the opportunity to prosecute and maintain such Patent 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 the Second PartyAlfa’s sole expense, unless otherwise agreed by the Parties. 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 if the Second Party so requests, the First Party shall assign such Patent to the Second Party (if the Second Party is Rhizen, such Patent shall be included in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within maintenance of the Joint Patents, Alfa shall * Confidential treatment requested; certain information omitted and filed separately with the First 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 shall provide written notice to prosecute a Joint Patent in their respective territory (Alfa in the 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’s respective territory. In all cases, the other Party (shall, at its own expense, provide reasonable assistance to the “Second Party”) lead Party for prosecution and maintenance of a particular Joint Patent with respect to the prosecution and maintenance of such desire. Within fifteen (15) days of such written notice, the Second Party shall provide written notice to the First Party as to whether the Second Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall (i) provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefrom, and (ii) assign such patent application or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent shall be included in the respective Party’s Patents)Joint Patent.

Joint Patents. Except as otherwise provided in this Genentech shall have the first 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 Section 7.3(b)6.5 and Exhibit A regarding TolerRx's US Profit/Loss Sharing Option) of any suit, proceeding or other legal action by counsel of its own choice. TolerRx shall have the JSC shall entrust one Party with the right and authorityright, at its own expense, to prosecute 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 maintain 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 on a worldwide basis 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 sole discretion herein referred to as an “Entrusted Party” own expense (subject to this Section 7.3(b6.5 and Exhibit A regarding TolerRx's US Profit/Loss Sharing Option)). The Entrusted Party shall provide the other party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patents. The Entrusted Party shall provide the other party with a copy of material communications from any patent authority regarding such Joint Patents, and shall provide the other party with drafts of any material filings or responses to be made to represented in any such patent authorities action by counsel of its own choice. In the case of infringement or alleged infringement of a reasonable amount of time in advance of submitting such filings or responses. If one Party (the “First Party”) determines Joint Patent, Genentech in its sole discretion discretion, may elect to abandon assign such Joint Patent to TolerRx so that TolerRx may maintain such suit, proceeding or not maintain any legal action in its own name. In such event, the licenses to Genentech under such a Joint Patent within shall remain unaffected. Neither Party shall settle a dispute regarding the Joint Patents anywhere in without the world, then such Party shall provide consent of the other Party (the “Second Party”) with thirty (30) days’ prior written notice of such determination (or such longer period of time reasonably necessary to allow the other party to assume such responsibilities) and , which consent shall provide the Second Party with the opportunity to prosecute and maintain such Patent at the Second Party’s sole expense, and if the Second Party so requests, the First Party shall assign such Patent to the Second Party (if the Second Party is Rhizen, such Patent shall not be included in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice to the other Party (the “Second Party”) of such desire. Within fifteen (15) days of such written notice, the Second Party shall provide written notice to the First Party as to whether the Second Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall (i) provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefrom, and (ii) assign such patent application or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent shall be included in the respective Party’s Patents)unreasonably withheld.

Joint Patents. Except as In the event the Parties conceive or generate any Joint Patents, Servier shall be responsible for such filing, prosecution and enforcement of Joint Patents to the extent they are specifically related to the Initial Products and, unless otherwise provided agreed in this Section 7.3(b)the relevant R&D Agreement, the JSC shall entrust one Party with the right and authority, to prosecute and maintain Additional Anti-PD1 Products. If the Joint Patents on are not specifically related to the Initial Products and, unless otherwise agreed in the relevant R&D Agreement, the Additional Anti-PD1 Products, the Patent Committee will promptly meet to discuss whether to seek patent protection thereon and if patent applications are to be filed, the Parties’ rights and responsibilities regarding filing, prosecution and enforcement. All costs and expenses of filing, prosecuting and maintaining a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (subject to this Section 7.3(b))Joint Patent shall be shared equally by the Parties. The Entrusted Party that prosecutes a given Joint Patent (the “Prosecuting Party”) shall provide the other party reasonable Party the opportunity to review and comment on any and all such prosecution efforts regarding the applicable Joint Patent, and such Joint Patentsother Party shall provide the Prosecuting Party reasonable assistance in such efforts; provided that the Prosecuting Party shall have final control over such prosecution efforts after reasonably considering the other Party’s comments, if any in good faith. The Entrusted Prosecuting Party shall provide the other party Party with a copy of all material communications from any patent Patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Joint PatentsParty, and shall provide the other party with drafts of any material filings or responses to be made to such patent Patent authorities a reasonable amount of time time, but in no event less than forty (40) days, in advance of submitting such filings or responses. If one In particular, each Party (the “First Party”) determines in its sole discretion agrees to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such Party shall provide the other Party (the “Second Party”) with thirty (30) days’ prior written notice of such determination (all information necessary or such longer period of time reasonably necessary desirable to allow the other party to assume such responsibilities) and shall provide the Second Party with the opportunity to prosecute and maintain such Patent at the Second Party’s sole expense, and if the Second Party so requests, the First Party shall assign such Patent to the Second Party (if the Second Party is Rhizen, such Patent shall be included in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice to enable the other Party (the “Second Party”) to comply with any duty of such desire. Within fifteen (15) days candor or duty of such written notice, the Second Party shall provide written notice to the First Party as to whether the Second Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall (i) provide the First Party with the opportunity to file and prosecute such patent application and maintain disclosure requirements of any patent issuing therefrom, and (ii) assign such patent application or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent shall be included in the respective Party’s Patents)authority.

Joint Patents. Except Subject to Section 5.8: (i) With respect to each Joint Invention, as otherwise provided in this Section 7.3(b)between AVEO and Pharmstandard, the JSC Pharmstandard shall entrust one Party with the right and authorityprepare, to file, prosecute and maintain the corresponding Joint Patents on a worldwide basis at its sole discretion herein referred in the Pharmstandard Territory, and AVEO shall prepare, file, prosecute and maintain the corresponding Joint Patents in the AVEO Territory. Pharmstandard shall be responsible for paying one hundred percent (100%) of the prosecution and maintenance costs with respect to as an “Entrusted Party” Joint Patents in the Pharmstandard Territory and AVEO shall be responsible for paying one hundred percent (subject 100%) of the prosecution and maintenance costs with respect to this Section 7.3(b)). The Entrusted Party Joint Patents in the AVEO Territory. (ii) AVEO shall provide have the other party reasonable opportunity right to review and comment on such upon Pharmstandard’s prosecution efforts regarding such and maintenance of Joint PatentsPatents in the Pharmstandard Territory, and Pharmstandard shall have the right to review and comment upon AVEO’s prosecution and maintenance of Joint Patents in the AVEO Territory. The Entrusted Party responsible for prosecution and maintenance (the “Prosecuting Party”) of Joint Patents shall provide (or have provided by its patent attorney) to the other party with Party, a copy of material communications each substantive communication received from any patent authority, and a copy of each proposed submission to a patent authority regarding such a Joint Patents, and shall provide Patent reasonably in advance (but no less than [**] days for the other party Party’s review) of making such filing. Furthermore, the Prosecuting Party agrees to: (A) keep the other Party reasonably informed with drafts respect to such activities; (B) consult with the other Party regarding such matters, including the final abandonment 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. Joint Patent claims; and (C) reasonably consider the other Party’s comments. (iii) If one the Prosecuting Party (the “First Party”) determines in its sole discretion to abandon or not maintain any Joint Patent within the Joint Patents anywhere in the worldany country, then such Prosecuting Party shall provide the other Party (the “Second Party”) with thirty (30) at least [**] days’ prior written notice of before the Prosecuting Party takes any action to implement or act on such determination (or such longer other period of time reasonably necessary to allow the other party Party to assume such responsibilities) and shall provide ). If the Second other Party with the opportunity to prosecute and maintain such Patent at the Second Party’s sole expense, and if the Second Party so requests, the First other Party shall assign have the right, at its expense, to control the filing, prosecution and maintenance of the Patent that would otherwise have gone abandoned in such Patent to the Second Party (if the Second Party is Rhizen, such Patent shall be included in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents)country. If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First The Prosecuting Party shall provide written notice to such other Party with reasonable assistance necessary for the other Party (the “Second Party”) to assume such responsibilities, including execution and delivery of such desire. Within fifteen (15) days all respective powers of such written notice, the Second Party shall provide written notice to the First Party as to whether the Second Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall (i) provide the First Party with the opportunity to file attorney and prosecute such patent application and maintain any patent issuing therefrom, and (ii) assign such patent application or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent shall be included in the respective Party’s Patents)other documents.

Joint Patents. Except as otherwise The Parties, acting by Mutual Consent, shall determine which Party shall have the initial right and option to Prosecute Joint Patents; provided in this that (i) if the Parties cannot agree by Mutual Consent, (x) Agios, prior to the Option Exercise Date (or, if applicable, the effective date of Celgene’s license to Agios Intellectual Property and Agios Collaboration Intellectual Property under Section 7.3(b8.2), shall have such initial right and option with respect to Joint Patents that relate to a Discovery Program, and Agios shall have the JSC initial right and option with respect to Joint Patents that relate to Buy-In Programs for which Agios is the Commercializing Party, and (y) Celgene, following the Option Exercise Date (or, if applicable, the effective date of Celgene’s license to Agios Intellectual Property and Agios Collaboration Intellectual Property under Section 8.2), shall entrust one have the initial right and option with respect to Joint Patents that are Core Patent Rights and that Cover a Licensed Compound or Licensed Product (and the applicable Program, including, with respect to Split Programs, Patent Rights for the US Territory, but excluding Buy-In Compounds or Buy-In Products and the applicable Buy-In Program for which Agios is the Commercializing Party) or a Celgene Reverted Compound or Celgene Reverted Product (and the applicable Celgene Reverted Program); provided that, with respect to Split Programs, Celgene’s right to Prosecute shall apply to [**] Split Program, beginning with the [**] Split Program (i.e., the [**] Split Program, [**] Split Program, etc.); provided further that, regardless of whether the Option Exercise Date or effective date of a license has occurred, Celgene shall have the initial right and option with respect to Joint Patents that claim or embody an improvement to technology claimed or embodied in Celgene Intellectual Property; (ii) in the event that the Party with the initial right and authorityto Prosecute declines the option to Prosecute any such Patent Right in any country, to prosecute and maintain the Joint Patents on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (subject to this Section 7.3(b)). The Entrusted Party shall provide the other party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patents. The Entrusted Party shall provide the other party with a copy of material communications from any patent authority regarding such Joint Patents, and shall provide the other party with 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. If one Party (the “First Party”) determines in its sole discretion to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such Party shall provide give the other Party (the “Second Party”) with thirty (30) days’ prior written reasonable notice to this effect, sufficiently in advance to permit such other Party to undertake such Prosecution in such country without a loss of such determination (or such longer period of time reasonably necessary to allow the other party to assume such responsibilities) and shall provide the Second Party with the opportunity to prosecute and maintain such Patent at the Second Party’s sole expenserights, and if the Second thereafter such other Party so requestsmay, the First Party shall assign such Patent to the Second Party (if the Second Party is Rhizen, such Patent shall be included in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide upon written notice to the other Party first Party, Prosecute such Patent Rights in both Parties’ names, with expenses shared as provided in Section 10.2(e); and (the “Second Party”iii) of such desire. Within fifteen (15) days of such written notice, the Second Party shall provide written notice to the First Party as to whether the Second Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second that either Party does not desire want to file share in the costs of such jurisdictionProsecution, the Second such Party shall (i) provide notify the First other Party with thereof at least [**] days prior to the opportunity to file date of any applicable filing deadline and prosecute such patent application and maintain any patent issuing therefromshall, and (ii) hereby does, assign such patent application or a right to file such patent application to the First Party; other Party all of its right, title and interest in and to the First Party may file such patent application in such jurisdiction at its sole expense applicable Joint Patent (in which case such Patent shall be included in the respective Party’s Patentsand underlying Joint Invention).

Joint Patents. Except as otherwise provided in this Section 7.3(b)With respect to any potentially patentable Joint Invention, the JSC Parties shall entrust one meet and agree upon which Party with shall prosecute and maintain patent applications covering such Joint Invention (any such patent application and any patents issuing therefrom a "Joint Patent") in particular countries and jurisdictions throughout the right world. It is the intention of the Parties that, unless otherwise agreed, Collaborator would prosecute and authoritymaintain any Joint Patents in the Licensed Territory, to and Affymax would prosecute and maintain the Joint Patents on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (in the Affymax Territory, subject to this Section 7.3(b))the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient and harmonious as possible. The Entrusted Party that prosecutes a patent application in the Joint Patents (the "Prosecuting Party") shall bear its own costs and expenses incurred with respect to the prosecution of such patent application, except as otherwise provided below. Such Prosecuting Party shall provide the other party Party reasonable opportunity to review and comment on such prosecution efforts regarding the applicable Joint Patents in the particular jurisdictions, and such Joint Patentsother Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Entrusted Prosecuting Party shall provide the other party Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Joint PatentsParty, and shall provide the other party with 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. If one In particular, each Party (the “First Party”) determines in its sole discretion agrees to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such Party shall provide the other Party (the “Second Party”) with thirty (30) days’ prior written notice of such determination (all information necessary or such longer period of time reasonably necessary desirable to allow enable the other party Party to assume such responsibilities) and shall provide the Second Party comply with the opportunity to prosecute and maintain such Patent at the Second Party’s sole expense, and if the Second Party so requests, the First Party shall assign such Patent duty of candor/duty of disclosure requirements of any patent authority. Except to the Second Party (if the Second extent a particular Party is Rhizen, such Patent shall be included in restricted by the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice licenses granted to the other Party (and/or the “Second Party”) of such desire. Within fifteen (15) days of such written noticeother 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 Second Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall provide written notice consent, without additional consideration, to any and all such licenses; provided, however, that Collaborator shall not have the First right to grant to [*] Territory under any Joint Patents a license to make, use, sell, offer for sale and import [*] in the Affymax Territory. For clarity, Collaborator hereby consents to allow Affymax to grant licenses under the Joint Patents as necessary to Third Parties and to its Third Party as Partner to whether make, use, sell, offer for sale and import the Second Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees to such a filingProduct, the Entrusted [*], the Peptide, any Alternative ESAs or Bulk Hematide, or any other composition of matter that stimulates erythropoiesis activity, in the Affymax Territory, without further consideration from Affymax or such recipient licensee. Either Party shall file such patent application may determine that it is no longer interested in such jurisdiction. In supporting the event the Second Party does not desire to file continued prosecution or maintenance of a particular Joint Patent in such a country or jurisdiction, the Second Party shall in which case: (i) provide such Party may elect to cease its ownership interest in such Joint Patents and shall, if requested in writing by the First other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefromfor no additional consideration, and (ii) assign thereafter, the electing Party shall be released from any obligations with regard to such patent application Joint Patents and any such Joint Patent would thereafter be deemed a Affymax Patent in the case of assignment to Affymax, or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Collaborator Patent shall be included in the respective Party’s Patents)case of assignment to Collaborator.

Joint Patents. Except as otherwise provided in this Section 7.3(b)With respect to any potentially patentable Joint Invention, the JSC Parties shall entrust one meet and agree upon which Party with shall prosecute and maintain patent applications covering such Joint Invention (any such patent application and any patents issuing therefrom a "Joint Patent") in particular countries and jurisdictions throughout the right world. It is the intention of the Parties that, unless otherwise agreed, Takeda would prosecute and authoritymaintain any Joint Patents in the Licensed Territory other than the U.S., to and Affymax would prosecute and maintain the Joint Patents on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (in the U.S., subject to this Section 7.3(b)the Parties coordinating their efforts as appropriate to make such prosecution 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 prosecutes a patent application in the Joint Patents (the "Prosecuting Party"). The Entrusted Prosecuting Party shall provide the other party Party reasonable opportunity to review and comment on such prosecution efforts regarding the applicable Joint Patents in the particular jurisdictions, and such Joint Patentsother Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Entrusted Prosecuting Party shall provide the other party Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Joint PatentsParty, and shall provide the other party Party with 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. If one In particular, each Party (the “First Party”) determines in its sole discretion agrees to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such Party shall provide the other Party (the “Second Party”) with thirty (30) days’ prior written notice of such determination (all information necessary or such longer period of time reasonably necessary desirable to allow enable the other party Party to assume such responsibilities) and shall provide the Second Party comply with the opportunity to prosecute and maintain such Patent at the Second Party’s sole expense, and if the Second Party so requests, the First Party shall assign such Patent duty of candor/duty of disclosure requirements of any patent authority. Except to the Second Party (if the Second extent a particular Party is Rhizen, such Patent shall be included in restricted by the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice licenses granted to the other Party (or the “Second Party”) other covenants contained in and subject to the terms of such desire. Within fifteen (15) days of such written noticethe Agreement, each Party shall be entitled to practice, and grant to Third Parties and its Affiliates the right to practice, the Second Party shall provide written notice Joint Patents and all Joint Inventions without restriction or an obligation to account to the First other Party, and the other Party as hereby consents, without additional consideration, to whether any and all such licenses. Either Party may determine that it is no longer interested in supporting the Second Party agrees to file continued prosecution or maintenance of a patent application particular Joint Patent in such jurisdiction a country or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall in which case: (i) provide such Party may elect to cease its ownership interest in such Joint Patents and shall, if requested in writing by the First other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefromfor no additional consideration, and (ii) assign thereafter, the electing Party shall be released from any obligations with regard to such patent application Joint Patents and any such Joint Patent would thereafter be deemed a Affymax Patent in the case of assignment to Affymax, or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Takeda Patent shall be included in the respective Party’s Patents)case of assignment to Takeda.

Joint Patents. Except as Unless the Parties otherwise provided mutually agree in this Section 7.3(bwriting, Cubist shall have the first right to 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 JSC 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 entrust one Party with have such right and upon exercise of such right, Chiron shall have the right and authority, to prosecute and maintain in the Territory and outside the Territory, upon appropriate consultation with Cubist, the Joint Patents on to which such Joint Invention relates. In each case, the filing Party (A) shall give the non-filing Party a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (subject to this Section 7.3(b)). The Entrusted Party shall provide the other party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patents. The Entrusted the text of the application or submission before filing, (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 other party non-filing Party with a copy of material communications the application or submission as filed, together with notice of its filing date and serial number and all 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 filings. Cubist shall promptly give notice to Chiron of the grant, lapse, revocation, surrender, invalidation or abandonment in the 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 any patent authority regarding such 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 covenants contained herein, and to the extent permitted by law, each Party shall provide be entitled to practice and sublicense Joint Patents and Joint Know-How without restriction or an obligation to account to the other party with drafts of Party. Either Party may disclaim its interest in any material filings or responses to be made to such patent authorities particular Patent covering a reasonable amount of time Joint Invention, in advance of submitting such filings or responses. If one Party which case (X) the “First Party”) determines in its sole discretion to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such Party shall provide the other Party (the “Second Party”) with thirty (30) days’ prior written notice of such determination (or such longer period of time reasonably necessary to allow the other party to assume such responsibilities) and shall provide the Second Party with the opportunity to prosecute and maintain such Patent at the Second Party’s sole expense, and if the Second Party so requests, the First disclaiming Party shall assign its ownership interest in such Patent to the Second other Party for no additional consideration, (if Y) the Second Party which is Rhizen, such Patent then the sole owner shall be included in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice to the other Party (the “Second Party”) solely responsible for all future costs of such desire. Within fifteen (15) days of such written notice, the Second Party shall provide written notice to the First Party as to whether the Second Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall (i) provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefromPatent, and (iiZ) assign such patent application or a right to file such patent application to the First Party; and the First disclaiming Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent shall be included in the respective Party’s Patents)hold no further rights thereunder.

Joint Patents. Except as otherwise provided Subject to Section 13.7, AstraZeneca shall have the right, but not the obligation, to file, prosecute (including with respect to any interferences, reissue proceedings and re-examinations) and maintain throughout the world any and all Joint Patents, except that MAP shall have the right, but not the obligation, to conduct such activities with respect to any Joint Patents that solely claim any [***]. The Party conducting such activities with respect to any Joint Patent shall do so in this Section 7.3(b), the JSC shall entrust one Party consultation with the right other Party and authorityusing legal counsel reasonably acceptable to the other Party. The Party prosecuting the Joint Patent shall, in consultation with the other Party, determine in which countries to obtain, prosecute and maintain the Joint Patents on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (subject to this Section 7.3(b))Patents. The Entrusted Each other Party shall provide have the other party reasonable opportunity right to review and comment on such prosecution efforts regarding such request that the Party prosecuting a Joint Patents. The Entrusted Party shall provide the other party with a copy of material communications from any patent authority regarding such Joint PatentsPatent obtain, and shall provide the other party with 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. If one Party (the “First Party”) determines in its sole discretion to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such Party shall provide the other Party (the “Second Party”) with thirty (30) days’ prior written notice of such determination (or such longer period of time reasonably necessary to allow the other party to assume such responsibilities) and shall provide the Second Party with the opportunity to prosecute and maintain such Joint Patent in a particular country. If the prosecuting Party declines, or otherwise fails, to initiate any such requested action with respect to a Joint Patent within [***] days (or, if after initiating any requested action, at any time thereafter fails to diligently pursue such action), in each case the Second Party’s sole expenseother Party shall have the right to take such action with respect to such Joint Patent. The Parties shall, and if shall cause their respective Affiliates, as applicable, to assist and cooperate with one another in, and share equally the Second cost and expense of, filing, prosecuting and maintaining the Joint Patents. Notwithstanding the above, either Party so requestsmay decline to pay its share of the costs and expenses for filing, the First Party shall assign such prosecuting and maintaining any Joint Patent to the Second Party (if the Second Party is Rhizen, such Patent shall be included in the Rhizen Patents a particular country or if the Second Party is TGTXparticular countries, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First declining Party shall provide written notice assign, and shall cause its Affiliates to assign, to the other Party (all of their rights, titles and interests in and to any such Joint Patent in the “Second Party”) of relevant country or countries whereupon such desire. Within fifteen (15) days of such written notice, the Second Party Joint Patent shall provide written notice to the First Party as to whether the Second Party agrees to file become a patent application Patent owned solely by AstraZeneca or a Licensed Patent in such jurisdiction country or notcountries, as the case may be. In the event the Second Party agrees to such a filingCERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdictionMARKED BY BRACKETS, the Second Party shall (i) provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefromIS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, and (ii) assign such patent application or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent shall be included in the respective Party’s Patents)AS AMENDED.

Joint Patents. Except as otherwise provided in this Section 7.3(b), The Parties shall establish the JSC shall entrust one Party with patent strategy for the right prosecution and authority, to prosecute and maintain the Joint Patents on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (subject to this Section 7.3(b)). The Entrusted Party shall provide the other party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patents. The Entrusted Party shall provide the other party with a copy maintenance of material communications from any patent authority regarding such Joint Patents, and shall provide determine, on an Invention-by-Invention basis, which Party shall be responsible for the prosecution and maintenance of such Patents (such Party, the “Prosecuting Party”). In determining the Prosecuting Party, the Parties shall take into account each Party’s intellectual property or Patent position with respect to the relevant Invention. The Prosecuting Party shall keep the other party Party reasonably informed of progress with regard to its prosecution and maintenance of any Patents described in this Section 0, including by providing such other Party with drafts of all proposed substantive filings and correspondence to any material relevant patent authority for such other Party’s review and comment prior to the submission of such proposed filings or responses to be made and correspondence. The Prosecuting Party shall consider in good faith the other Party’s comments related to such patent authorities a reasonable amount of time in advance of Patents prior to submitting such filings and correspondence, provided that the other Party provides such comments to the Prosecuting Party within [***] days (or responsesa shorter period reasonably designated by the Prosecuting Party if [***] days is not practicable given the filing deadline) of receiving the draft filings and correspondence from the Prosecuting Party. If one the Prosecuting Party (the “First Party”) determines in its sole discretion seeks to abandon or not maintain cease the prosecution or maintenance of any Patent within described in this Section 0 (without initiation of the Joint Patents anywhere in the worldprosecution and maintenance of a substitution therefor), then such the Prosecuting Party shall provide the other Party (the “Second Party”) with thirty (30) days’ reasonable prior written notice of such determination (or such longer period of time reasonably necessary to allow the other party to assume such responsibilities) and shall provide the Second Party with the opportunity to prosecute and maintain such Patent at the Second Party’s sole expense, and if the Second Party so requests, the First Party shall assign such Patent to the Second Party (if the Second Party is Rhizen, such Patent shall be included in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice to the other Party (the “Second Party”) of such desireintention to abandon or cease such prosecution or maintenance (which notice shall be given no later than [***] days prior to the next deadline for any action that must be taken with respect to any such Joint Patent with the patent office). Within fifteen (15) days of In such written noticecase, at the Second Party shall provide other Party’s sole discretion, upon written notice to the First Prosecuting Party, such other Party as may elect to whether continue the Second prosecution and maintenance of any such Patent described in this Section 0, and will thereafter be the Prosecuting Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees with respect to such a filing, Joint Patent. The Parties shall mutually agree on the Entrusted percentage of expenses that each Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall (i) provide the First Party bear with the opportunity to file and prosecute such patent application and maintain any patent issuing therefrom, and (ii) assign such patent application or a right to file such patent application respect to the First Party; and prosecution of Joint Patents (which in the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent absence of any other agreement between the Parties shall be included in borne by the respective Prosecuting Party’s Patents).

Joint Patents. Except (i) Each Party shall be responsible for filing and prosecuting patent applications covering Development Technology exclusively owned by it and shall keep the other Party advised of the status of such patent prosecution. However, with respect to Joint Technology, and except as otherwise provided described in this Section 7.3(b)subsection (ii) below, the JSC Parties shall entrust one Party with the right mutually agree on whether and authority, in which countries to file and prosecute and maintain patent applications covering the Joint Patents on a worldwide basis at its sole discretion herein referred Technology, and to as maintain patents granted thereunder; with each Party having an “Entrusted Party” (subject to this Section 7.3(b)). The Entrusted Party shall provide the other party reasonable opportunity to review and comment on any such prosecution efforts regarding filings prior to submission and to discuss the strategy for preparing, filing, prosecuting, maintaining and defending of any such Joint Patents. The Entrusted Party shall provide the other party with a copy of material communications from any patent authority regarding such Joint Patentsapplications or resulting patents, and shall provide with the other party Parties sharing equally any out-of-pocket costs and expenses incurred with drafts of any material filings or responses to be made respect to such actions. (ii) Notwithstanding subsection (i) above, AeroGen shall have the first right, but not the obligation, to file and prosecute patent authorities a reasonable amount of time in advance of submitting such filings or responses. If one Party (applications covering the “First Party”) determines in its sole discretion to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such Party shall provide the other Party (the “Second Party”) with thirty (30) days’ prior written notice of such determination (or such longer period of time reasonably necessary to allow the other party to assume such responsibilities) and shall provide the Second Party with the opportunity to prosecute and maintain such Patent at the Second Party’s sole expenseInterface Technology, and if to maintain patents granted thereunder. In the Second Party so requests, the First Party shall assign such Patent to the Second Party (if the Second Party is Rhizen, such Patent shall be included in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application event that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice to the other Party (the “Second Party”) of such desire. Within fifteen (15) days of such written notice, the Second Party shall provide written notice to the First Party as to whether the Second Party agrees AeroGen fails to file a patent application claiming a particular invention in such jurisdiction or not. In the event Interface Technology in a particular country within one hundred and twenty (120) days of its receipt of BD's written request, then BD shall have the Second Party agrees to such a filingright, but not the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdictionobligation, the Second Party shall (i) provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefromapplication, and to maintain patents granted thereunder. In any event, the Party that files and prosecutes a patent application under this subsection (ii) assign shall provide the other Party an opportunity to review and comment on any such filings prior to submission and to discuss the strategy for preparing, filing, prosecuting, maintaining and defending of any such patent application applications or a right resulting patents, and with the Parties sharing equally any out-of-pocket costs and expenses incurred with respect to file such actions. (iii) Neither Party shall use any Confidential Information solely owned by the other Party in filing and/or prosecution of any patent application to under this subsection (c) without such other Party's prior written consent. In the First Party; and the First event that a Party may file such filing and/or prosecuting a patent application under this subsection (c) wishes to use Confidential Information jointly owned by the Parties in such jurisdiction filing and/or prosecution, such Party shall give the other Party at its sole expense least ten (10) days prior written notice thereof, and shall consider any objections of such other Party reasonably and in which case such Patent shall be included in the respective Party’s Patents)good faith.

Joint Patents. Except as otherwise provided in this Section 7.3(b5.1.3 (b), the JSC TGTX shall entrust one Party be entrusted with the right and authority, to prosecute and maintain the Joint Patents on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (subject to this Section 7.3(b5.1.3 (b)). The Entrusted Party shall provide the other party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patents. The Entrusted Party shall provide the other party with a copy of material communications from any patent authority regarding such Joint Patents, and shall provide the other party with 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. If one Party (the “First Party”) determines in its sole discretion to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such Party shall provide the other Party (the “Second Party”) with thirty (3021 ( * ) days’ prior written notice of such determination (or such longer period of time reasonably necessary to allow the other party to assume such responsibilities) and shall provide the Second other Party with the opportunity to prosecute and maintain such Patent at the Second other Party’s sole expense, and if the Second other Party so requests, the First one Party shall assign such Patent to the Second other Party (if the Second other Party is RhizenNovimmune, such Patent shall be included in the Rhizen Novimmune Product Patents or if the Second other Party is TGTX, in which case such patent will be included in the TGTX Patents). If one the other Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First other Party shall provide written notice to the other Entrusted Party (the “Second Party”) of such desire. Within fifteen (15* ( * ) days of such written notice, the Second Entrusted Party shall provide written notice to the First Party as to whether the Second Entrusted Party agrees to file a patent application in such jurisdiction or not. In the event the Second Entrusted Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Entrusted Party does not desire to file in such jurisdiction, the Second Entrusted Party shall (i) provide the First other Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefrom, and (ii) assign such patent application or a right to file such patent application to the First other Party; and the First other Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent shall be included in the respective Party’s Patents).

Joint Patents. Except as otherwise provided in this Section 7.3(b)With respect to any potentially patentable Joint Invention, the JSC Parties shall entrust one meet and agree upon which Party with shall prosecute and maintain patent applications covering such Joint Invention (any such patent application and any patents issuing therefrom a “Joint Patent”) in particular countries and jurisdictions throughout the right world. It is the intention of the Parties that, unless otherwise agreed, Collaborator would prosecute and authoritymaintain any Joint Patents anywhere in the world other than the U.S., to and Affymax would prosecute and maintain the Joint Patents on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (in the U.S., subject to this Section 7.3(b))the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient and harmonious as possible. The Entrusted 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 prosecutes a patent application in the Joint 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 [ * ] = 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. provide the other party Party reasonable opportunity to review and comment on such prosecution efforts regarding the applicable Joint Patents in the particular jurisdictions, and such Joint Patentsother Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Entrusted Prosecuting Party shall provide the other party Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Joint PatentsParty, and shall provide the other party with 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. If one In particular, each Party (the “First Party”) determines in its sole discretion agrees to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such Party shall provide the other Party (the “Second Party”) with thirty (30) days’ prior written notice of such determination (all information necessary or such longer period of time reasonably necessary desirable to allow enable the other party Party to assume such responsibilities) and shall provide the Second Party comply with the opportunity to prosecute and maintain such Patent at the Second Party’s sole expense, and if the Second Party so requests, the First Party shall assign such Patent duty of candor/duty of disclosure requirements of any patent authority. Except to the Second Party (if the Second extent a particular Party is Rhizen, such Patent shall be included in restricted by the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice licenses granted to the other Party (and/or the “Second Party”) of such desire. Within fifteen (15) days of such written noticeother 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 Second Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall provide written notice consent, without additional consideration, to any and all such licenses. Either Party may determine that it is no longer interested in supporting the First Party as to whether the Second Party agrees to file continued prosecution or maintenance of a patent application particular Joint Patent in such jurisdiction a country or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall in which case: (i) provide such Party may elect to cease its ownership interest in such Joint Patents and shall, if requested in writing by the First other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefromfor no additional consideration, and (ii) assign thereafter, the electing Party shall be released from any obligations with regard to such patent application Joint Patents and any such Joint Patent would thereafter be deemed a Affymax Patent in the case of assignment to Affymax, or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Collaborator Patent shall be included in the respective Party’s Patents)case of assignment to Collaborator.

Joint Patents. Except as otherwise provided in this Section 7.3(b)With respect to any potentially patentable Joint Invention, the JSC Parties shall entrust one meet and agree upon which Party with shall prosecute and maintain patent applications covering such Joint Invention (any such patent application and any patents issuing therefrom a “Joint Patent”) in particular countries and jurisdictions throughout the right world. It is the intention of the Parties that, unless otherwise agreed, Collaborator would prosecute and authoritymaintain any Joint Patents anywhere in the world other than the U.S., to and Affymax would prosecute and maintain the Joint Patents on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (in the U.S., subject to this Section 7.3(b))the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient and harmonious as possible. The Entrusted 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 prosecutes a patent application in the Joint 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 Party reasonable opportunity to review and comment on such prosecution efforts regarding the applicable Joint Patents in the particular jurisdictions, and such Joint Patentsother 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 Entrusted Prosecuting Party shall provide the other party Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Joint PatentsParty, and shall provide the other party with 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. If one In particular, each Party (the “First Party”) determines in its sole discretion agrees to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such Party shall provide the other Party (the “Second Party”) with thirty (30) days’ prior written notice of such determination (all information necessary or such longer period of time reasonably necessary desirable to allow enable the other party Party to assume such responsibilities) and shall provide the Second Party comply with the opportunity to prosecute and maintain such Patent at the Second Party’s sole expense, and if the Second Party so requests, the First Party shall assign such Patent duty of candor/duty of disclosure requirements of any patent authority. Except to the Second Party (if the Second extent a particular Party is Rhizen, such Patent shall be included in restricted by the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice licenses granted to the other Party (and/or the “Second Party”) of such desire. Within fifteen (15) days of such written noticeother 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 Second Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall provide written notice consent, without additional consideration, to any and all such licenses. Either Party may determine that it is no longer interested in supporting the First Party as to whether the Second Party agrees to file continued prosecution or maintenance of a patent application particular Joint Patent in such jurisdiction a country or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall in which case: (i) provide such Party may elect to cease its ownership interest in such Joint Patents and shall, if requested in writing by the First other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefromfor no additional consideration, and (ii) assign thereafter, the electing Party shall be released from any obligations with regard to such patent application Joint Patents and any such Joint Patent would thereafter be deemed a Affymax Patent in the case of assignment to Affymax, or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Collaborator Patent shall be included in the respective Party’s Patents)case of assignment to Collaborator.

Joint Patents. Except as otherwise provided in this Section 7.3(b)With respect to any potentially patentable Joint Invention, the JSC Parties shall entrust one meet and agree upon which Party with shall prosecute and maintain patent applications covering such Joint Invention (any such patent application and any patents issuing therefrom a “Joint Patent”) in particular countries and jurisdictions throughout the right world. It is the intention of the Parties that, unless otherwise agreed, Takeda would prosecute and authoritymaintain any Joint Patents in the Licensed Territory other than the U.S., to and Affymax would prosecute and maintain the Joint Patents on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (in the U.S., subject to this Section 7.3(b)the Parties coordinating their efforts as appropriate to make such prosecution 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 prosecutes a patent application in the Joint Patents (the “Prosecuting Party”). The Entrusted Prosecuting Party shall provide the other party Party reasonable opportunity to review and comment on such prosecution efforts regarding the applicable Joint Patents in the particular jurisdictions, and such Joint Patentsother Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Entrusted Prosecuting Party shall provide the other party Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Joint PatentsParty, and shall provide the other party Party with 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. If one In particular, each Party (the “First Party”) determines in its sole discretion agrees to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such Party shall provide the other Party (the “Second Party”) with thirty (30) days’ prior written notice of such determination (all information necessary or such longer period of time reasonably necessary desirable to allow enable the other party Party to assume such responsibilities) and shall provide the Second Party comply with the opportunity to prosecute and maintain such Patent at the Second Party’s sole expense, and if the Second Party so requests, the First Party shall assign such Patent duty of candor/duty of disclosure requirements of any patent authority. Except to the Second Party (if the Second extent a particular Party is Rhizen, such Patent shall be included in restricted by the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice licenses granted to the other Party (or the “Second Party”) other covenants contained in and subject to the terms of such desire. Within fifteen (15) days of such written noticethe Agreement, each Party shall be entitled to practice, and grant to Third Parties and its Affiliates the right to practice, the Second Party shall provide written notice Joint Patents and all Joint Inventions without restriction or an obligation to account to the First other Party, and the other Party as hereby consents, without additional consideration, to whether any and all such licenses. Either Party may determine that it is no longer interested in supporting the Second Party agrees to file continued prosecution or maintenance of a patent application particular Joint Patent in such jurisdiction a country or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall in which case: (i) provide such Party may elect to cease its ownership interest in such Joint Patents and shall, if requested in writing by the First other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefromfor no additional consideration, and (ii) assign thereafter, the electing Party shall be released from any obligations with regard to such patent application Joint Patents and any such Joint Patent would thereafter be deemed a Affymax Patent in the case of assignment to Affymax, or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Takeda Patent shall be included in the respective Party’s Patents)case of assignment to Takeda.

Joint Patents. Except as otherwise provided in this Section 7.3(b), The Parties shall establish the JSC shall entrust one Party with patent strategy for the right prosecution and authority, to prosecute and maintain the Joint Patents on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (subject to this Section 7.3(b)). The Entrusted Party shall provide the other party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patents. The Entrusted Party shall provide the other party with a copy maintenance of material communications from any patent authority regarding such Joint Patents, and shall provide determine, on an Invention-by-Invention basis, which Party shall be responsible for the prosecution and maintenance of such Patents (such Party, the “Prosecuting Party”). In determining the Prosecuting Party, the Parties shall take into account each Party’s intellectual property or Patent position with respect to the relevant New Invention; provided, however, that if the Parties are unable to agree, Elanco shall be the Prosecuting Party. The Prosecuting Party shall keep the other party Party reasonably informed of progress with regard to its prosecution and maintenance of any Patents described in this Section 9.2(b) (Joint Patents), including by providing such other Party with drafts of all proposed substantive filings and correspondence to any material relevant patent authority for such other Party’s review and comment prior to the submission of such proposed filings or responses to be made and correspondence. The Prosecuting Party shall consider in good faith the other Party’s comments related to such patent authorities a reasonable amount of time in advance of Patents prior to submitting such filings and correspondence, provided that the other Party provides such comments to the Prosecuting Party within [***] days (or responsesa shorter period reasonably designated by the Prosecuting Party if thirty [***] days is not practicable given the filing deadline) of receiving the draft filings and correspondence from the Prosecuting Party. If one the Prosecuting Party (the “First Party”) determines in its sole discretion seeks to abandon or not maintain cease the prosecution or maintenance of any Patent within described in this Section 9.2(b) (Joint Patents) (without initiation of the Joint Patents anywhere in the worldprosecution and maintenance of a substitution therefor), then such the Prosecuting Party shall provide the other Party (the “Second Party”) with thirty (30) days’ reasonable prior written notice of such determination (or such longer period of time reasonably necessary to allow the other party to assume such responsibilities) and shall provide the Second Party with the opportunity to prosecute and maintain such Patent at the Second Party’s sole expense, and if the Second Party so requests, the First Party shall assign such Patent to the Second Party (if the Second Party is Rhizen, such Patent shall be included in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice to the other Party (the “Second Party”) of such desireintention to abandon or cease such prosecution or maintenance (which notice shall be given no later than [***] days prior to the final, non-extendable deadline for any action that must be taken with respect to any such Joint Patent with the patent office). Within fifteen (15) days of In such written noticecase, at the Second Party shall provide other Party’s sole discretion, upon written notice to the First Prosecuting Party, such other Party as may elect to whether continue the Second prosecution and maintenance of any such Patent described in this Section 9.2(b) (Joint Patents), and will thereafter be the Prosecuting Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees with respect to such a filing, Joint Patent. The Parties shall mutually agree on the Entrusted percentage of expenses that each Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall (i) provide the First Party bear with the opportunity to file and prosecute such patent application and maintain any patent issuing therefrom, and (ii) assign such patent application or a right to file such patent application respect to the First Party; and prosecution of Joint Patents (which in the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent absence of any other agreement between the Parties shall be included in borne by the respective Prosecuting Party’s Patents).

Joint Patents. (i) Except as otherwise provided in this Section 7.3(b7.2(c), as between the JSC Parties, Cypress shall entrust one Party with have the first right and authorityauthority to prepare, to file, prosecute (including any interferences, reissue proceedings and reexaminations) and maintain the Joint Patents on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (subject to this Section 7.3(b))in any jurisdiction in the world, and the Parties shall share equally all reasonable Third Party expenses incurred in connection with the preparation, prosecution and maintenance of the Joint Patents. The Entrusted Party Cypress shall provide the other party Alexza reasonable opportunity to review and comment on such its filing and prosecution efforts regarding such the Joint PatentsPatents reasonably prior to any submissions with applicable patent authorities. The Entrusted Party Cypress shall provide the other party Alexza with a copy of material communications from any patent authority regarding such the Joint Patents, and shall provide the other party with drafts of any material filings or responses to be made to such patent authorities regarding the Joint Patents a reasonable amount of time in advance of submitting such filings or responsesresponses so that Cypress may have an opportunity to review and comment thereon. If one Party (the “First Party”) determines in its sole discretion to abandon Cypress abandons, ceases prosecution or does not maintain any Joint Patent within the Joint Patents anywhere in the world, then such Party Cypress shall provide Alexza written notice thereof at least [...***...]days before any deadline for taking action to avoid abandonment (or other loss of rights) and Alexza (or its Affiliates or their respective Third Party licensees) shall have the right, in Alexza’s sole discretion, to file for or continue prosecution and/or maintenance of such Joint Patent on behalf of the Parties. *** Confidential Treatment Requested (ii) 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: (A) 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; (B) if such assignment is effected, the “Second Party”) with thirty (30) days’ prior written notice other Party shall be solely responsible for the prosecution and maintenance of such determination (or such longer period of time reasonably necessary to allow the other party to assume such responsibilities) and shall provide the Second Party with the opportunity to prosecute and maintain such Patent Joint Patent, at the Second Party’s its sole expense, and if the Second Party so requests, the First Party shall assign ; (C) such Patent to the Second Party (if the Second Party is Rhizen, such Joint Patent shall thereafter no longer be deemed a Joint Patent; and (D) such Joint Patent shall not be included in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included licenses granted under this Agreement in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular applicable jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice to the other Party (the “Second Party”) of such desire. Within fifteen (15) days of such written notice, the Second Party shall provide written notice to the First Party as to whether the Second Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall (i) provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefrom, and (ii) assign such patent application or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent shall be included in the respective Party’s Patents).

Joint Patents. Except The Joint Inventors shall, and shall cause their respective Affiliates, licensees and sublicensees, as otherwise provided 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 this Section 7.3(b), the JSC shall entrust one Party expenses associated with the right filing, prosecution (including any interferences, reissue proceedings and authority, to prosecute reexaminations) and maintain the Joint Patents on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (subject to this Section 7.3(b)). The Entrusted Party shall provide the other party reasonable opportunity to review and comment on such prosecution efforts regarding such maintenance of all Joint Patents. The Entrusted Party If a Joint Inventor elects not to pursue the filing, 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 provide so notify the other party with a copy of material communications from Joint Inventor(s) promptly in writing and in good time to enable such other Joint Inventor(s) to meet any patent authority regarding deadlines by which an action must be taken to establish or preserve any such rights in such Joint PatentsPatent or Joint Technology in such country. Upon receipt of each such notice by such other Joint Inventor(s) or if, and shall provide the other party with drafts of at any material filings or responses time, such Joint Inventor fails to be made to initiate any such patent authorities a reasonable amount of time in advance of submitting such filings or responses. If one Party (the “First Party”) determines in its sole discretion to abandon or not maintain any Patent action within the Joint Patents anywhere in the world, then such Party shall provide the other Party (the “Second Party”) with thirty (30) days’ prior written notice of days after a request by such determination other Joint Inventor(s) that it do so (or thereafter diligently pursue such longer period action), such other Joint Inventor(s) shall have the right, but not the obligation, to pursue the filing or registration, or support the continued prosecution or maintenance, of time reasonably necessary to allow the other party to assume such responsibilities) and shall provide the Second Party with the opportunity to prosecute and maintain such Patent at its expense in such country. If such other Joint Inventor(s) elects to pursue such filing or registration, as the Second Party’s sole expensecase 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 if the Second Party so requestsshall cause its Affiliates, the First Party shall assign licensees and sublicensees, as applicable, to, (x) reasonably cooperate with such Patent to the Second Party (if the Second Party is Rhizen, such Patent shall be included other Joint Inventor(s) in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice to the other Party (the “Second Party”) of such desire. Within fifteen (15) days of such written notice, the Second Party shall provide written notice to the First Party as to whether the Second Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall (i) provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefromthis regard, and (iiy) subject to Article 2, promptly release or assign to such patent application or a right other Joint Inventor(s), without compensation, all right, title and interest in and to file such patent application to the First Party; and the First Party may file such patent application Patent in such jurisdiction at its sole expense (in which case such Patent shall be included in the respective Party’s Patents)country.

Joint Patents. Except as otherwise provided (i) Each of LTS and NuPathe will promptly disclose to the other in this Section 7.3(b)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 JSC 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 entrust one determine which Party with the right shall be responsible for filing, prosecuting, maintaining and authority, to prosecute and maintain the defending such Joint Patents on behalf of both Parties (the “Responsible Party”) based on a worldwide basis at its sole discretion herein referred good faith determination of the relative contributions of the Parties to as an “Entrusted Party” the Invention and the relative level of interest of the Parties in the Invention. At least twenty (subject 20) days prior to this Section 7.3(b)). The Entrusted the contemplated filing of such Joint Patents, the Responsible Party shall provide submit a substantially completed draft of a Joint Patent application to the other party Party and provide such Party with a reasonable opportunity to review and comment on any such prosecution efforts regarding such Joint Patentsdocuments prior to filing. The Entrusted Responsible Party shall provide the other party with a copy of material communications from any patent authority regarding such Joint Patents, and shall provide the other party with 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. If one Party (the “First Party”) determines in its sole discretion to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such Party shall also promptly provide the other Party (the “Second Party”) with thirty (30) days’ prior written notice 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 determination (or such longer period of time reasonably necessary to allow applications and the other party Party shall have an opportunity to assume such responsibilities) review and comment on any response thereto. The Responsible Party will consider in good faith the other Party’s comments and suggestions with respect to Joint Patent applications and/or substantive prosecution correspondence and shall provide the Second Party with the opportunity use its Commercially Reasonable Efforts to prepare, file, prosecute and maintain such Patent at Joint Patents, in the Second Territory that provide the broadest possible coverage for the Drug Product and shall not take any actions that would lessen or minimize coverage without the other Party’s sole expense, and if the Second Party so requests, the First Party shall assign such Patent to the Second Party prior written approval. (if the Second Party is Rhizen, such ii) Any Joint Patent shall be included filed and registered in the Rhizen Patents name of LTS and NuPathe. Except as set forth below, the Parties shall share equally the costs of the preparation, filing, prosecution and maintenance of all Joint Patents. If the Responsible Party does not wish to file, prosecute, maintain or if defend any Joint Patent in a particular country, it shall grant the Second other Party is TGTXany necessary authority to file, prosecute, defend and maintain such Joint Patent in the name of both Parties. If either Party elects not to pay its portion of any shared costs for a Joint Patent, the other Party may proceed with such Joint Patent in its own name and at its sole expense, in which case the Party electing not to pay its share of costs shall assign its entire right, title and interest in and to such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Joint Patent within the Joint Patents, the First Party shall provide written notice to the other Party (the “Second Party”) of and such desire. Within fifteen (15) days of such written notice, the Second Party shall provide written notice to the First Party as to whether the Second Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall (i) provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefrom, and (ii) assign such patent application or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent Invention shall be included in treated as a sole Invention of the respective Party’s Patents)assignee.

Joint Patents. Except All patentable inventions in the Field arising as a result of the conduct by either Party of its obligations pursuant to the Development Plan or otherwise provided in this Section 7.3(bresulting from the collaboration contemplated by the Parties hereunder (including, without limitation, the development and scale-up of processes for the manufacture of API or Final Product but, for the avoidance of doubt, excluding all activities for the development of Product carried out by KuDOS or any Third Party licensee of KuDOS outside the Territory), and all patent applications and patents claiming or covering any such invention (“Joint Patents”) shall be jointly owned by the JSC Parties, regardless of inventorship. Each Party shall entrust one promptly disclose to the other Party all potentially patentable inventions arising as a result of the conduct by such Party of its obligations pursuant to the Development Plan, following which disclosure the Parties shall in good faith discuss whether and to what extent patent protection should be sought. Absent agreement by the Parties to the contrary, Novacea shall be responsible (i.e., shall be the “Responsible Party”) for the prosecution and maintenance of all Joint Patents in the Territory and KuDOS shall be responsible for the prosecution of all Joint Patents outside of the Territory, in each case with the right and authorityResponsible Party using patent counsel chosen with the approval of the other Party, such approval not to prosecute and maintain be unreasonably withheld. To the Joint Patents on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (subject to this Section 7.3(b)). The Entrusted extent practical, the Responsible Party shall provide afford the other party reasonable with a meaningful opportunity to review and comment on such prosecution efforts regarding such anticipated actions related to scope, validity and enforcement of Joint Patents. The Entrusted Party shall provide Upon request from the other party with a copy of material communications from any patent authority regarding such Joint PatentsResponsible Party, and shall provide the other party with 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. If one Party (the “First Party”) determines in its sole discretion to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such Party shall provide the other Party (shall cooperate fully in all such matters, including the “Second prompt execution of any necessary or appropriate legal documents reasonably requested by the Responsible Party”) with thirty (30) days’ prior written notice of such determination (or such longer period of time reasonably necessary to allow the other party to assume such responsibilities) and . The Responsible Party shall provide the Second Party bear all costs associated with the opportunity prosecution and maintenance of Joint Patents in its territory; provided, however, that the responsible Party may abandon its rights and obligations with respect to prosecute and maintain such Patent at the Second Party’s sole expense, and if the Second Party so requests, the First Party shall assign such Patent to the Second Party any Joint Patents (if the Second Party is Rhizen, such Patent shall be included in the Rhizen Patents either overall or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”on a country-by-country basis) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written upon first giving notice to the other Party (and offering the “Second Party”) latter no fewer than 60 days in which to accept an assignment of such desire. Within fifteen (15) days of such written noticethe patent rights to be abandoned and assume the prosecution and maintenance thereof, the Second Party shall provide written notice to the First Party as to whether the Second Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall (i) provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefrom, and (ii) assign such patent application or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case expense. Following such Patent abandonment, the previously Responsible Party shall be included in have no further rights with respect to the respective Party’s Patents)Joint Patents that were abandoned.

Joint Patents. Except as otherwise provided in this Section 7.3(bTakeda and Amylin shall discuss and evaluate Joint Inventions and confer with each other regarding the advisability of filing patent applications covering Joint Inventions and, if either Party requests that a patent application be filed covering a Joint Invention, the other Party shall not unreasonably withhold its consent to such filing. The JOPC shall determine whether Amylin or Takeda shall have the first right to control and manage (the “Filing Party”) the preparation, filing, prosecution and maintenance of all Joint Patents (including the right to conduct any interferences, oppositions, or reexaminations thereon and to request any reissues or patent term extensions thereof), and an appropriate allocation of expenses related thereto, using a mutually acceptable and independent patent counsel. The Filing Party shall keep the JSC shall entrust one other Party informed of progress with regard to the right preparation, filing, prosecution and authority, to prosecute and maintain the maintenance of Joint Patents on in the Territory in a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (subject to this Section 7.3(b)). The Entrusted Party timely manner through the JOPC, shall provide give the other party reasonable Party an opportunity to review and comment on such prosecution efforts regarding such Joint Patents. The Entrusted Party shall provide the other party with a copy text of material communications from any patent authority regarding such Joint Patents, and shall provide the other party with 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. If one Party (the “First Party”) determines in its sole discretion to abandon or not maintain any Patent application within the Joint Patents anywhere before filing, and shall consider in good faith the requests and suggestions of the other Party with respect to strategies for filing, prosecuting and maintaining Joint Patents in the worldTerritory. In the event that the Filing Party desires not to file or to abandon or cease prosecution or maintenance of any Joint Patent, then such the Filing Party shall provide the other Party (the “Second Party”) with thirty (30) days’ reasonable prior written notice of such determination (or such longer period of time reasonably necessary to allow the other party to assume such responsibilities) and shall provide the Second Party with the opportunity to prosecute and maintain such Patent at the Second Party’s sole expense, and if the Second Party so requests, the First Party shall assign such Patent to the Second Party (if the Second Party is Rhizen, such Patent shall be included in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice to the other Party (the “Second Party”) of such desire. Within fifteen intention not to file or to abandon or decline responsibility (15) days which notice shall, in any event, be given no later than [***] prior to the next deadline for any action that may be taken with respect to such Joint Patent with the applicable patent office), and the Filing Party shall permit the other Party, at the other Party’s sole discretion, to file for or continue prosecution and/or maintenance of such written noticeJoint Patent at the other Party’s own expense, in which event the Second Filing Party shall provide written notice assign all of its right, title and interest in such Joint Patent to the First other Party as to whether the Second Party agrees to file a patent application in and such jurisdiction or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall (i) provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefrom, and (ii) assign such patent application or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Joint Patent shall thereafter be included in considered a Takeda Patent, or Amylin Patent, as the respective Party’s Patents)case may be.

Joint Patents. Except as otherwise provided in this Section 7.3(b)With respect to any potentially patentable Joint Invention, the JSC Parties shall entrust one meet and agree upon which Party with shall prosecute and maintain patent applications covering such Joint Invention (any such patent application and any patents issuing therefrom a “Joint Patent”) in particular countries and jurisdictions throughout the right world. It is the intention of the Parties that, unless otherwise agreed, Collaborator would prosecute and authoritymaintain any Joint Patents in the Licensed Territory, to and Affymax would prosecute and maintain the Joint Patents on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (in the Affymax Territory, subject to this Section 7.3(b))the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient and harmonious as possible. The Entrusted Party that prosecutes a patent application in the Joint Patents (the “Prosecuting Party”) shall bear its own costs and expenses incurred with respect to the prosecution of such patent application, except as otherwise provided below. Such Prosecuting Party shall provide the other party Party reasonable opportunity to review and comment on such prosecution efforts regarding the applicable Joint Patents in the particular jurisdictions, and such Joint Patentsother Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Entrusted Prosecuting Party shall provide the other party Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Joint PatentsParty, and shall provide the other party with 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. If one In particular, each Party (the “First Party”) determines in its sole discretion agrees to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such Party shall provide the other Party (the “Second Party”) with thirty (30) days’ prior written notice of such determination (all information necessary or such longer period of time reasonably necessary desirable to allow enable the other party Party to assume such responsibilities) and shall provide the Second Party comply with the opportunity to prosecute and maintain such Patent at the Second Party’s sole expense, and if the Second Party so requests, the First Party shall assign such Patent duty of candor/duty of disclosure requirements of any patent authority. Except to the Second Party (if the Second extent a particular Party is Rhizen, such Patent shall be included in restricted by the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice licenses granted to the other Party (and/or the “Second Party”) of such desire. Within fifteen (15) days of such written noticeother 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 Second Joint Patents and all [ * ] = 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 406 of the Securities Act of 1933, as amended. Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall provide written notice consent, without additional consideration, to any and all such licenses; provided, however, that Collaborator shall not have the First right to grant to [ * ] Territory under any Joint Patents a license to make, use, sell, offer for sale and import [ * ] in the Affymax Territory. For clarity, Collaborator hereby consents to allow Affymax to grant licenses under the Joint Patents as necessary to Third Parties and to its Third Party as Partner to whether make, use, sell, offer for sale and import the Second Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees to such a filingProduct, the Entrusted [ * ], the Peptide, any Alternative ESAs or Bulk Hematide, or any other composition of matter that stimulates erythropoiesis activity, in the Affymax Territory, without further consideration from Affymax or such recipient licensee. Either Party shall file such patent application may determine that it is no longer interested in such jurisdiction. In supporting the event the Second Party does not desire to file continued prosecution or maintenance of a particular Joint Patent in such a country or jurisdiction, the Second Party shall in which case: (i) provide such Party may elect to cease its ownership interest in such Joint Patents and shall, if requested in writing by the First other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefromfor no additional consideration, and (ii) assign thereafter, the electing Party shall be released from any obligations with regard to such patent application Joint Patents and any such Joint Patent would thereafter be deemed a Affymax Patent in the case of assignment to Affymax, or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Collaborator Patent shall be included in the respective Party’s Patents)case of assignment to Collaborator.

Joint Patents. Except as otherwise provided in this Section 7.3(b)The Parties shall reasonably cooperate with respect to, and share the out-of-pocket external cost of, the JSC shall entrust one Party preparation, filing, prosecution and maintenance of any patents or patent applications on any Joint Inventions (“Joint Patents”) based on the territory involved (i.e., Teijin pays such costs for prosecution and maintenance in the Territory and Versartis pays such costs for prosecution and maintenance in the Versartis Territory, and the Parties share equally any such costs that are not attributable to any particular territory, including, but not limited to, the costs for filing an international application under the Patent Cooperation Treaty). In connection with the right foregoing, the Parties shall agree upon a lead Party to administer such filing, prosecution, and authority, to prosecute and maintain the maintenance of any such Joint Patents on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (subject to this Section 7.3(b)). The Entrusted Party and the Parties shall provide the other party reasonable non-lead Party a reasonably opportunity to review review, comment on, and comment on approve (not to be [ * ] = 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. unreasonably withheld) in advance any material filings and correspondence with applicable patent offices with respect thereto. Subject to the licenses granted to each Party hereunder in their respective territories, each Party shall have full rights to exploit and license such prosecution efforts regarding Joint Inventions (and the Joint Patents), without any obligation or requirement of an accounting to the other Party and each Party hereby consents to such exploitation and licensing of the other Party for Joint Inventions and the Joint Patents. The Entrusted If either Party shall provide the other party with a copy of material communications from any patent authority regarding such Joint Patents, and shall provide the other party with 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. If one Party (the “First Party”) determines in its sole discretion to abandon waive its share in a Joint Patent in any country or not maintain any Patent within the Joint Patents anywhere jurisdiction in the world, then the Party may waive such Party shall provide the other Party (the “Second Party”) with thirty (30) share upon [ * ] days’ prior written notice of such determination (or such longer period of time reasonably necessary to allow the other party to assume such responsibilities) and shall provide the Second Party. Such other Party with the opportunity to prosecute and may maintain such Patent Patent(s) in its sole discretion and at the Second Party’s its sole expense. For the avoidance of doubt, any Patent(s) in which Teijin waives its share and if in which Versartis has the Second Party so requests, the First Party shall assign such Patent to the Second Party (if the Second Party is Rhizen, such Patent sole right and interest shall be included in the Rhizen Versartis Patents or if licensed hereunder to Teijin upon Teijin’s payment to Versartis of the Second Party is TGTX, in which case such patent will be included expenses incurred by Versartis in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice to the other Party (the “Second Party”) of such desire. Within fifteen (15) days of such written notice, the Second Party shall provide written notice to the First Party as to whether the Second Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall (i) provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefrom, and (ii) assign such patent application or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent shall be included in the respective Party’s Patents)Territory related thereto.

Joint Patents. Except as otherwise provided in this Section 7.3(bWith respect to any potentially patentable Joint Invention, the Parties shall agree whether a Party or any external counsel to be jointly appointed by the Parties (the “Joint Patent Outside Counsel”), the JSC shall entrust one Party with the right prepare, file, prosecute (including any interferences, reissue proceedings and authority, to prosecute reexaminations) and maintain patent applications and patents covering such Joint Invention (a “Joint Patent”) in jurisdictions as mutually agreed by the Parties. Patent expenses for such Joint Patent will be equally shared by the Parties. For clarity, patent expenses include any out-of-pocket expenses (such as, without limitation, the fees of the Joint Patents on Patent Outside Counsel), but shall exclude any internal cost (such as salaries) incurred by the Parties. If the Parties do not appoint any Joint Patent Outside Counsel with respect to a worldwide basis at its sole discretion herein referred to as an Joint Patent: (i) the Party that prosecutes such Joint Patent (the “Entrusted Prosecuting Party” (subject to this Section 7.3(b)). The Entrusted Party ”) shall provide the other party Party reasonable opportunity to review and comment on such prosecution efforts regarding the applicable Joint Patent in the particular jurisdictions and such Joint Patents. The Entrusted other Party shall provide the Prosecuting Party reasonable assistance in such efforts; (ii) the Prosecuting Party shall provide the other party Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Joint PatentsParty, and shall provide the other party with 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. If one Party ; and (iii) the “First Party”) determines in its sole discretion to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such Prosecuting Party shall provide the other Party (with all information necessary or desirable to enable the “Second Party”) other Party to comply with thirty (30) days’ prior 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 the disclaiming Party shall provide the other Party with written notice of such determination (or such longer period of time reasonably necessary at least *** days before any deadline for taking action to allow the other party to assume such responsibilities) avoid abandonment and shall provide the Second other Party with the opportunity to prosecute and maintain such Patent at have the Second disclaiming Party’s sole expense, and if the Second Party so requests, the First Party shall assign interest in such Joint Patent to the Second Party (if the Second Party is Rhizen, in such Patent shall be included in the Rhizen Patents country or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice jurisdiction assigned to the other Party (the “Second Assignee”); provided that the costs relating to the transfer of rights from the disclaiming Party to the Assignee shall be borne by the disclaiming Party”) . For the avoidance of doubt, as from the date the other Party’s interest in such Joint Patent in such country or jurisdiction is assigned to the Assignee, the Assignee shall bear all cost and expenses relating to the maintenance and prosecution of such desire. Within fifteen (15) days of such written notice, the Second Party shall provide written notice to the First Party as to whether the Second Party agrees to file a patent application Patent in such jurisdiction country or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, which shall no longer be deemed to be a Joint Patent for the Second Party shall (i) provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefrom, and (ii) assign such patent application or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent shall be included in the respective Party’s Patents)purpose of this Agreement.

Joint Patents. Except as otherwise provided in this Section 7.3(b(i) As between the Parties, (A) Sangamo shall have the first right, but not the obligation, to file, prosecute and maintain [*] Joint Patents throughout the world, at the Parties’ joint cost and expense with respect to those jurisdictions set forth on Exhibit J (the “Base Patent Jurisdictions”), and (B) Kite shall have the JSC shall entrust one Party with first right, but not the right and authorityobligation, to file, prosecute and maintain the Joint Patents on a worldwide basis that are not [*] Joint Patents (the “Other Joint Patents”) throughout the world, at its sole discretion herein referred the Parties’ joint cost and expense with respect to as an “Entrusted Party” (subject to this Section 7.3(b))the Base Patent Jurisdictions. The Entrusted Parties shall jointly share all costs and expenses to file, prosecute and maintain Joint Patents in jurisdictions other than the Base Patent Jurisdictions; provided however, that if the Party with the first right to file a particular Joint Patent elects to file, prosecute, and maintain such Joint Patent in any jurisdiction other than the Base Patent Jurisdictions, and the other Party does not wish to pay its 50% share of such costs and expenses in such jurisdiction, then such other Party shall have the right to elect not to pay its 50% share, which election shall be deemed a Non-Base Abandonment with respect to such Joint Patent in such jurisdiction. Each prosecuting Party shall keep the other Party reasonably informed of the status of each Joint Patent prosecuted by such Party in the Base Patent Jurisdictions and those other jurisdictions where the Parties jointly share the costs and expenses for such Joint Patent (collectively, the “Joint Territories” with respect to such Joint Patent) and shall promptly provide the other party reasonable opportunity Party with material correspondence received from any patent authorities in connection therewith. In addition, each prosecuting Party shall (x) promptly provide the other Party with drafts of all proposed material filings and correspondence to any patent authorities with respect to such Joint Patents in the Joint Territories for the other Party’s review and comment on prior to the submission of such proposed filing or correspondence; and (y) confer with the other Party and take into consideration the other Party’s comments prior to submitting such filing or correspondence, provided that the other Party provides such comments within [*] Business Days of receiving the draft filing or correspondence from the prosecuting Party. If a Party does not provide comments within such period of time, then then such Party shall be deemed to have no comment to such proposed filing or correspondence. In case of a disagreement between the Parties with respect to the filing, prosecution efforts regarding or maintenance of any [*] Joint Patents in the Joint Territories, the final decision shall be made by [*], provided however, that such final decision is not reasonably expected to be detrimental to the prosecution or enforcement of any Patent Right [*]. In case of a disagreement between the Parties with respect to the filing, prosecution or maintenance of any [*] Patents in the Joint Territories, the final decision shall be made [*], provided however, that such final decision is not reasonably expected to be detrimental to the prosecution or enforcement of any Patent Right [*]. [*] = 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. (ii) The Party with the first right to file, prosecute, and maintain a particular Joint Patent shall notify the other Party of any decision (A) not to file such Joint Patents. The Entrusted Party shall provide the other party with Patent in a copy Base Patent Jurisdiction or (B) to cease prosecution and/or maintenance of material communications from any patent authority regarding such Joint PatentsPatent in any Joint Territory (each of (A) and (B), a “Base Abandonment”) or not to file any Joint Patent in any country outside the Base Patent Jurisdictions (each a “Non-Base Abandonment”), and shall provide the other party with drafts such notice of any material filings a Base Abandonment or responses to be made to such patent authorities a reasonable amount of time Non-Base Abandonment sufficiently in advance of submitting any filing or payment due date, or any other due date that requires action in order to avoid loss of rights, in connection with such filings Joint Patent in such country. (1) In the event of a Base Abandonment, the Party with the first right to prosecute such Joint Patent shall permit the other Party, at the other Party’s discretion and the Parties’ joint expense, to continue prosecution or responsesmaintenance of such Joint Patent in such country. If one The other Party’s prosecution or maintenance of such Joint Patent shall not change the Parties’ respective rights and obligations under this Agreement with respect to such Joint Patent other than those expressly set forth in this Section 10.2(c), and the Party electing not to file, prosecute, or maintain such Joint Patent will continue to have the same review, comment, and decision-making provided for in Section 10.2(c)(i). (2) In the event of a Non-Base Abandonment, or in the event of a Base Abandonment where the Party electing such Base Abandonment does not wish to pay its 50% share of such costs and expenses, then the Party electing such Non-Base Abandonment or Base Abandonment (the “First Abandoning Party”) determines in its sole discretion shall and hereby does assign to abandon or not maintain any the Party electing to continue prosecution of such Joint Patent within the Joint Patents anywhere in the world, then such Party shall provide the other Party (the “Second Continuing Party”) with thirty (30) days’ prior written notice its right, title and interest in and to such Patent Right in such country, including damages for past infringement, and the Continuing Party itself shall continue prosecution or maintenance of such determination (or Patent Right in such longer period of time reasonably necessary to allow the other party to assume such responsibilities) country, at its sole cost and expense. The Abandoning Party shall provide the Second Party execute all documents and instruments and cooperate with the opportunity Continuing Party and its representatives to prosecute and maintain effectuate such Patent assignment at the Second Continuing Party’s sole expensecost. The Continuing Party will and hereby does grant the Abandoning Party, subject to the licenses and if covenants contained in this Agreement, a worldwide, non-exclusive, royalty-free, perpetual, irrevocable license, with the Second Party so requestsright to grant sublicenses, the First Party shall assign under any such assigned Joint Patent to research, develop, manufacture, commercialize and otherwise exploit any and all products; provided however, that the Second Party (if the Second Party is Rhizen, such Patent shall be included in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice to the other Party (the “Second Party”) of such desire. Within fifteen (15) days of such written notice, the Second Party shall provide written notice to the First Party as to whether the Second Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall (i) provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefrom, and (ii) assign such patent application or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent grant sublicenses shall be included in the respective Party’s Patents)[*].

Joint Patents. Except as otherwise provided in this Section 7.3(b)(i) The Parties shall determine which Party shall be responsible for filing, the JSC shall entrust one Party with the right prosecuting and authority, to prosecute and maintain maintaining the Joint Patents on a worldwide basis at its sole discretion herein referred to and the Parties shall share equally the cost for the prosecution and maintenance of Joint Patents, provided that unless agreed otherwise the Parties intend that the Party designated as the lead for Commercialization of an “Entrusted Party” (subject to this Section 7.3(b)). The Entrusted Party OTC or Co-Developed Product shall provide the other party reasonable opportunity to review be responsible for prosecuting and comment on such prosecution efforts regarding such maintaining applicable Joint Patents. The Entrusted prosecuting Party shall consult with the other Party and keep the other Party reasonably informed of the status of the Joint Patents and shall promptly provide the other Party with material correspondence received from any patent authorities in connection therewith. In addition, the prosecuting Party shall promptly provide the other Party with drafts of all proposed material filings and correspondence to any patent authorities with respect to Joint Patents for review and comment prior to the submission of such proposed filings and correspondence. The prosecuting Party shall confer with the other Party and take into consideration such other Party’s comments prior to submitting such filings and correspondence, provided that the other Party shall provide such comments within […***…] days of receiving the draft filings and correspondence from the prosecuting Party. If the other party Party does not provide comments within such period of time, then it shall be deemed to have no comment to such proposed filings or correspondence. In case of disagreement between the Parties with a copy respect to the filing, prosecution and maintenance of material communications from any patent authority regarding such Joint Patents, and the final decision shall provide be made the prosecuting Party. (ii) The prosecuting Party shall notify the other party with drafts Party of any material filings decision to cease prosecution or responses to be made to such patent authorities a reasonable amount maintenance of time in advance of submitting such filings or responsesany Joint Patents. If one Party (the “First Party”) determines in its sole discretion to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such The prosecuting Party shall provide such notice at least […***…] days prior to any filing or payment due date, or any other due date that requires action in order to avoid loss of rights, in connection with such Joint Patent. In such event, the prosecuting Party shall permit the other Party (the “Second Party”) with thirty (30) days’ prior written notice , at its discretion and expense, to continue prosecution or maintenance of such determination (or such longer period of time reasonably necessary to allow the other party to assume such responsibilities) and shall provide the Second Party with the opportunity to prosecute and maintain such Patent at the Second Party’s sole expense, and if the Second Party so requests, the First Party shall assign such Patent to the Second Party (if the Second Party is Rhizen, such Patent shall be included in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice to the other Party (the “Second Party”) of such desire. Within fifteen (15) days of such written notice, the Second Party shall provide written notice to the First Party as to whether the Second Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall (i) provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefrom, and (ii) assign such patent application or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent shall be included in the respective Party’s Patents)Patent.

Joint Patents. Except (i) Each Party shall be responsible for filing and prosecuting patent applications covering Development Technology exclusively owned by it and shall keep the other Party advised of the status of such patent prosecution. However, with respect to Joint Technology, and except as otherwise provided described in this Section 7.3(b)subsection (ii) below, the JSC Parties shall entrust one Party with the right mutually agree on whether and authority, in which countries to file and prosecute and maintain patent applications covering the Joint Patents on a worldwide basis at its sole discretion herein referred Technology, and to as maintain patents granted thereunder; with each Party having an “Entrusted Party” (subject to this Section 7.3(b)). The Entrusted Party shall provide the other party reasonable opportunity to review and comment on any such prosecution efforts regarding filings prior to submission and to discuss the strategy for preparing, filing, prosecuting, maintaining and defending of any such Joint Patents. The Entrusted Party shall provide the other party with a copy of material communications from any patent authority regarding such Joint Patentsapplications or resulting patents, and shall provide with the other party Parties sharing equally any out-of-pocket costs and expenses incurred with drafts of any material filings or responses to be made respect to such actions. (ii) Notwithstanding subsection (i) above, AeroGen shall have the first right, but not the obligation, to file and prosecute patent authorities a reasonable amount of time in advance of submitting such filings or responses. If one Party (applications covering the “First Party”) determines in its sole discretion to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such Party shall provide the other Party (the “Second Party”) with thirty (30) days’ prior written notice of such determination (or such longer period of time reasonably necessary to allow the other party to assume such responsibilities) and shall provide the Second Party with the opportunity to prosecute and maintain such Patent at the Second Party’s sole expense[*], and if to maintain patents granted thereunder. In the Second Party so requests, the First Party shall assign such Patent to the Second Party (if the Second Party is Rhizen, such Patent shall be included in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application event that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice to the other Party (the “Second Party”) of such desire. Within fifteen (15) days of such written notice, the Second Party shall provide written notice to the First Party as to whether the Second Party agrees AeroGen fails to file a patent application claiming a particular invention in such jurisdiction or not. In the event [*] in a particular country within one hundred and twenty (120) days of its receipt of BD's written request, then BD shall have the Second Party agrees to such a filingright, but not the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdictionobligation, the Second Party shall (i) provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefromapplication, and to maintain patents granted thereunder. In any event, the Party that files and prosecutes a patent application under this subsection (ii) assign shall provide the other Party an opportunity to review and comment on any such filings prior to submission and to discuss the strategy for preparing, filing, prosecuting, maintaining and defending of any such patent application applications or a right resulting patents, and with the Parties sharing equally any out-of-pocket costs and expenses incurred with respect to file such actions. (iii) Neither Party shall use any Confidential Information solely owned by the other Party in filing and/or prosecution of any patent application to under this subsection (c) without such other Party's prior written consent. In the First Party; and the First event that a Party may file such filing and/or prosecuting a patent application under this subsection (c) wishes to use Confidential Information jointly owned by the Parties in such jurisdiction filing and/or prosecution, such Party shall give the other Party at its sole expense least ten (10) days prior written notice thereof, and shall consider any objections of such other Party reasonably and in which case such Patent shall be included in the respective Party’s Patents)good faith.

Joint Patents. (a) AstraZeneca shall have the first right but not the obligation at its expense, through counsel or agents of its choosing, to Prosecute (including the right to manage any interferences, reissue proceedings and re-examinations) the Joint Patents throughout the world. Except as otherwise provided with respect to any Joint Patent in this any country with respect to which AstraZeneca has relinquished Prosecution pursuant to Section 7.3(b15.3(b), AstraZeneca shall have the JSC shall entrust one Party with the sole right and authorityto determine in which countries to obtain, to prosecute Prosecute and maintain the Joint Patents on Patents. (b) If AstraZeneca elects not to pursue or continue the Prosecution of a worldwide basis Joint Patent in a particular country, AstraZeneca shall so notify Nektar promptly in writing at least thirty (30) days prior to any deadlines by which an action must be taken to establish or preserve all rights under such Joint Patent in such country; [***]. Upon receipt of any such notice, or if at any time AstraZeneca fails within [***] to Prosecute a Joint Patent that Nektar has requested that AstraZeneca Prosecute, or if after initiating such requested Prosecution the Prosecuting Party at any time thereafter fails to [***], then (subject to the foregoing proviso) Nektar shall have the right, but not the obligation, to pursue the Prosecution of such Joint Patent, at its sole discretion herein referred to as an “Entrusted Party” expense, in such country, on behalf of both Parties. [***]. (subject to this Section 7.3(b)). c) The Entrusted Party Prosecuting any Joint Patent shall provide keep the other party reasonable opportunity Party currently informed (through its representative on the Patent Working Group) of all steps to review be taken in the Prosecution of such Joint Patent in such country and comment on shall furnish the Patent Working Group with copies of such prosecution efforts regarding applications for such Joint Patent in such country, any amendments thereto and any other related material correspondence to and from patent offices with respect to such Joint Patent in such country. (d) AstraZeneca and Nektar shall, and shall cause their respective Affiliates, as applicable, to assist and cooperate with one another in Prosecuting the Joint Patents. The Entrusted Prosecuting Party shall provide the other party with a copy of material communications from any patent authority regarding such Joint Patents, and shall provide the other party with 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. If one Party (the “First Party”) determines in its sole discretion to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such Party shall provide reimburse the other Party (the “Second Party”) for its external, out-of-pocket costs associated with thirty (30) days’ prior written notice of such determination (or such longer period of time reasonably necessary to allow the other party to assume such responsibilities) assistance and shall provide the Second Party with the opportunity to prosecute and maintain such Patent at the Second Party’s sole expense, and if the Second Party so requests, the First Party shall assign such Patent to the Second Party (if the Second Party is Rhizen, such Patent shall be included in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice to the other Party (the “Second Party”) of such desire. Within fifteen (15) days of such written notice, the Second Party shall provide written notice to the First Party as to whether the Second Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall (i) provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefrom, and (ii) assign such patent application or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent shall be included in the respective Party’s Patents)cooperation.

Joint Patents. Except as otherwise provided in this Section 7.3(b9.3(b), the JSC shall entrust one Party with party the right and authority, to prosecute and maintain the Joint Patents on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (subject to this Section 7.3(b9.3(b)). The Entrusted Party shall provide the other party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patents. The Entrusted Party shall provide the other party with a copy of material communications from any patent authority regarding such Joint Patents, and shall provide the other party with 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. If one Party (Party( the “First Party”) determines in its sole discretion to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such the First Party shall provide the other Party party (the “Second Party”) with thirty (30) days’ prior written notice of such determination (or such longer period of time reasonably necessary to allow the other party to assume such responsibilities) and shall provide the Second Party with the opportunity to prosecute and maintain such Patent in place of the First Party at the such Second Party’s sole expense, and if the Second Party so requests, the First Party shall assign such Patent to the Second Party (if the Second Party is Rhizen, Rhizen in which case such Patent shall be included in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will shall be included in the TGTX Patentspatents). If one Party (the “First Party”) party desires the other party (the “Second Party”) to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice to the other Party (the “Second Party”) of such desire. Within fifteen (15) days of such written notice, the Second Party shall provide written notice expressing its desire to the First Party as to whether the Second Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In If the event First Party provides such written notice to the Second Party , the Second Party shall either (i) express its agreement in writing to the First Party and the Entrusted Party shall file and prosecute such patent application and maintain any patent issuing thereon in such jurisdiction at its expense, or (ii) notify the First party that the Second Party does not desire to file in such jurisdiction, the Second Party shall (i) patent application and provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefromthereon at it’s sole expense in place of the Second Party , and (ii) in which case the Second Party shall assign such patent application or a right to file such patent application to the First Party; Party (and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent shall be included in the respective Partyparty’s Patents).

Joint Patents. Except as otherwise provided in this Section 7.3(b(i) As between the Parties, (A) Sangamo shall have the first right, but not the obligation, to file, prosecute and maintain [*] Joint Patents throughout the world, at the Parties’ joint cost and expense with respect to those jurisdictions set forth on Exhibit J (the “Base Patent Jurisdictions”), and (B) Kite shall have the JSC shall entrust one Party with first right, but not the right and authorityobligation, to file, prosecute and maintain the Joint Patents on a worldwide basis that are not [*] Joint Patents (the “Other Joint Patents”) throughout the world, at its sole discretion herein referred the Parties’ joint cost and expense with respect to as an “Entrusted Party” (subject to this Section 7.3(b))the Base Patent Jurisdictions. The Entrusted Parties shall jointly share all costs and expenses to file, prosecute and maintain Joint Patents in jurisdictions other than the Base Patent Jurisdictions; provided however, that if the Party with the first right to file a particular Joint Patent elects to file, prosecute, and maintain such Joint Patent in any jurisdiction other than the Base Patent Jurisdictions, and the other Party does not wish to pay its 50% share of such costs and expenses in such jurisdiction, then such other Party shall have the right to elect not to pay its 50% share, which election shall be deemed a Non-Base Abandonment with respect to such Joint Patent in such jurisdiction. Each prosecuting Party shall keep the other Party reasonably informed of the status of each Joint Patent prosecuted by such Party in the Base Patent Jurisdictions and those other jurisdictions where the Parties jointly share the costs and expenses for such Joint Patent (collectively, the “Joint Territories” with respect to such Joint Patent) and shall promptly provide the other party reasonable opportunity Party with material correspondence received from any patent authorities in connection therewith. In addition, each prosecuting Party shall (x) promptly provide the other Party with drafts of all proposed material filings and correspondence to any patent authorities with respect to such Joint Patents in the Joint Territories for the other Party’s review and comment on prior to the submission of such prosecution efforts regarding such Joint Patents. The Entrusted Party shall provide proposed filing or correspondence; and (y) confer with the other party with a copy of material communications from any patent authority regarding such Joint Patents, Party and shall provide take into consideration the other party with drafts of any material filings or responses Party’s comments prior to be made to such patent authorities a reasonable amount of time in advance of submitting such filings filing or responsescorrespondence, provided that the other Party provides such comments within [*] Business Days of receiving the draft filing or correspondence from the prosecuting Party. If one a Party (the “First Party”) determines in its sole discretion to abandon or does not maintain any Patent provide comments within the Joint Patents anywhere in the worldsuch period of time, then such Party shall provide be deemed to have no comment to such proposed filing or correspondence. In case of a disagreement between the other Party (Parties with respect to the “Second Party”) with thirty (30) days’ prior written notice filing, prosecution or maintenance of such determination (or such longer period of time reasonably necessary to allow any [*] Joint Patents in the other party to assume such responsibilities) and shall provide the Second Party with the opportunity to prosecute and maintain such Patent at the Second Party’s sole expense, and if the Second Party so requestsJoint Territories, the First Party final decision shall assign be made by [*], provided however, that such Patent final decision is not reasonably expected to be detrimental to the Second Party (if prosecution or enforcement of any Patent Right [*]. In case of a disagreement between the Second Party is Rhizen, such Patent shall be included in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice Parties with respect to the other Party (the “Second Party”) of such desire. Within fifteen (15) days of such written notice, the Second Party shall provide written notice to the First Party as to whether the Second Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application prosecution or maintenance of any [*] [*] = Certain confidential information contained in such jurisdiction. In the event the Second Party does not desire to file in such jurisdictionthis document, the Second Party shall marked by brackets, is omitted because it is both (i) provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefrom, not material and (ii) assign would be competitively harmful if publicly disclosed. Patents in the Joint Territories, the final decision shall be made [*], provided however, that such patent application final decision is not reasonably expected to be detrimental to the prosecution or enforcement of any Patent Right [*]. (ii) The Party with the first right to file, prosecute, and maintain a right particular Joint Patent shall notify the other Party of any decision (A) not to file such patent application Joint Patent in a Base Patent Jurisdiction or (B) to cease prosecution and/or maintenance of such Joint Patent in any Joint Territory (each of (A) and (B), a “Base Abandonment”) or not to file any Joint Patent in any country outside the Base Patent Jurisdictions (each a “Non-Base Abandonment”), and shall provide such notice of a Base Abandonment or Non-Base Abandonment sufficiently in advance of any filing or payment due date, or any other due date that requires action in order to avoid loss of rights, in connection with such Joint Patent in such country. (1) In the event of a Base Abandonment, the Party with the first right to prosecute such Joint Patent shall permit the other Party, at the other Party’s discretion and the Parties’ joint expense, to continue prosecution or maintenance of such Joint Patent in such country. The other Party’s prosecution or maintenance of such Joint Patent shall not change the Parties’ respective rights and obligations under this Agreement with respect to such Joint Patent other than those expressly set forth in this Section 10.2(c), and the Party electing not to file, prosecute, or maintain such Joint Patent will continue to have the same review, comment, and decision-making provided for in Section 10.2(c)(i). (2) In the event of a Non-Base Abandonment, or in the event of a Base Abandonment where the Party electing such Base Abandonment does not wish to pay its 50% share of such costs and expenses, then the Party electing such Non-Base Abandonment or Base Abandonment (the “Abandoning Party”) shall and hereby does assign to the First Party electing to continue prosecution of such Joint Patent (the “Continuing Party; ”) its right, title and interest in and to such Patent Right in such country, including damages for past infringement, and the First Continuing Party may file itself shall continue prosecution or maintenance of such patent application Patent Right in such jurisdiction country, at its sole expense (in which case cost and expense. The Abandoning Party shall execute all documents and instruments and cooperate with the Continuing Party and its representatives to effectuate such Patent shall be included in assignment at the respective Continuing Party’s Patents)sole cost. The Continuing Party will and hereby does grant the Abandoning Party, subject to the licenses and covenants contained in this Agreement, a worldwide, non-exclusive, royalty-free, perpetual, irrevocable license, with the right to grant sublicenses, under any such assigned Joint Patent to research, develop, manufacture, commercialize and otherwise exploit any and all products; provided however, that the right to grant sublicenses shall [*].

Joint Patents. Except as otherwise provided Anything in this Section 7.3(b), Agreement to the JSC contrary notwithstanding: (a) The Company shall entrust one have the first right (but not the obligation) to be the Controlling Party with respect to Joint Patents in the Territory, that it co-owns. If the Company declines to be Controlling Party, then the other joint owner shall have the right and authorityto be Controlling Party, if such joint owner declines to prosecute and maintain be Controlling Party the other Party to this Agreement shall have the right to be Controlling Party. Notwithstanding the previous sentence, for the Joint Patents on a worldwide basis at its sole discretion herein referred primarily related to as Crispr/Cas Technology, CRISPR shall have the first right to be Controlling Party; provided, however, if CRISPR decides to or fails to timely take actions that would cause an “Entrusted Party” (subject to this Section 7.3(b)). The Entrusted Party Abandonment, then CRISPR shall provide the other party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patents. The Entrusted Party shall provide the other party with a copy of material communications from any patent authority regarding such Joint Patents, and shall provide the other party with 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. If one Party (the “First Party”) determines in its sole discretion to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such Party shall provide the other Party (the “Second Party”) with thirty (30) days’ prior written sufficient notice of such determination (or proposed Abandonment in a timely manner that allows the Company to pursue such longer period of time reasonably necessary to allow the other party to assume such responsibilities) and shall provide the Second Party with the opportunity to prosecute and maintain such Patent at the Second Party’s sole expensepatentable subject matter if it so elects, and if the Second Party so requestsCompany does elect to proceed with the application or issued Patent, the First Company may so elect to become the Controlling Party with respect to such application or Patent and CRISPR shall assign such Patent take steps to facilitate the Company becoming the Controlling Party. (b) Notwithstanding Section 2.2.4(a), if Bayer opts-in, it shall have the first right (but not the obligation) to be the Controlling Party with respect to Joint Patents in the Territory, to the Second extent that the Joint Patents Cover its opt-in Licensed Products and Licensed Agents. (c) Notwithstanding Section 2.2.4(a), if CRISPR opts-in, it shall have the first right (but not the obligation) to be the Controlling Party with respect to Joint Patents in the Territory, to the extent that the Joint Patents Cover its opt-in Licensed Products and Licensed Agents. [***] = 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 406 of the Securities Act of 1933, as amended. (if d) The cost of the Second Party is Rhizenprosecution, such Patent maintenance, challenges against validity and unenforceability or patentability with respect to the Joint Patents shall be included in borne equally by the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice to the other Party (the “Second Party”) of such desire. Within fifteen (15) days of such written notice, the Second Party shall provide written notice to the First Party as to whether the Second Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall (i) provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefrom, and (ii) assign such patent application or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent shall be included in the respective Party’s Patents)co-owners.

Joint Patents. Except as otherwise provided in Subject to this Section 7.3(b)7.4(iii) and (a) unless otherwise agreed by the Parties Saxx xill prosecute and maintain any Patent applications Covering a Joint Invention (any such Patent application and any Patents issuing therefrom, a “Joint Patent”) in the JSC Licensed Territory and (b) Novan shall entrust one Party with have the first right and authority, to prosecute and maintain the Joint Patents outside the Licensed Territory, with Saxx xaving a backup right to do so if Novan elects to cease such prosecution and maintenance on a worldwide basis at its sole discretion herein referred [***] prior written notice to Saxx. The Parties shall coordinate their efforts as an “Entrusted Party” (subject appropriate to make such prosecution activities as efficient, convenient, and harmonious as possible. The Parties shall share equally all expenses of filing, prosecuting and maintaining such Joint Patents in the Licensed Territory. [***] of filing, prosecuting and maintaining such Joint Patents outside the Licensed Territory. [***] of filing, prosecuting and maintaining the Joint Patents outside the Licensed Territory pursuant to this Section 7.3(b7.4(iii), Saxx xereby grants Novan an exclusive, fully paid-up, royalty-free, non-transferable (except pursuant to Section 22.1) license, with the right to grant sublicenses through multiple tiers of sublicensees, under Saxx’x interest in the Joint Patents for all purposes outside of those within the scope of the rights granted to Novan under Section 2.3, subject to the last sentence of this Section 7.4(iii). The Entrusted Party that prosecutes a Joint Patent (the “Prosecuting Party”) in the Licensed Territory shall provide the other party reasonable Party the opportunity to review and comment on any and all such prosecution efforts regarding the applicable Joint Patent in the Licensed Territory, provided that the Prosecuting Party shall have final control over such Joint Patentsprosecution efforts after reasonably considering the other Party’s comments, if any. The Entrusted Prosecuting Party for a Joint Patent in any jurisdiction shall provide the other party Party with a copy of all material communications from any patent Patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Joint PatentsParty, and shall provide the other party with 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. If one In particular, each Party (the “First Party”) determines in its sole discretion agrees to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such Party shall provide the other Party (the “Second Party”) with thirty (30) days’ prior written notice of such determination (all information necessary or such longer period of time reasonably necessary desirable to allow enable the other party Party to assume such responsibilities) and comply with any duty of candor and/or duty of disclosure requirements of any Patent authority. Notwithstanding anything to the contrary, the Prosecuting Party shall provide not take any action while prosecuting or maintaining the Second Party with applicable Joint Patent that could reasonably be expected to have a materially detrimental effect on the opportunity to prosecute and maintain such Patent at the Second other Party’s sole expense, and if the Second Party so requests, the First Party shall assign interest in such Joint Patent or any Novan Patent. Except to the Second Party (if the Second extent a Party is Rhizen, restricted by the licenses granted by such Patent shall be included in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide written notice to the other Party (under the “Second Party”) terms of this Agreement, and/or the other covenants contained in this Agreement, each Party shall be entitled to practice, and grant licenses to Third Parties and Affiliates of such desire. Within fifteen (15) days of such written noticeThird Parties to practice, the Second Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall provide written notice consent and hereby consents, without additional consideration, to any and all such licenses. Notwithstanding the First Party as foregoing, if Novan grants a sublicense under the license granted to whether the Second Party agrees Novan pursuant to file a patent application in such jurisdiction or not. In the event the Second Party agrees to such a filingthis Section 7.4(iii), the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall (ithen Section 2.3(vii) provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefrom, and (ii) assign such patent application or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent shall be included in the respective Party’s Patents)will apply.

Joint Patents. Except as otherwise provided in this Section 7.3(bAs between the Parties, (i) Senti shall have the first right, but not the obligation, to Prosecute any Joint Patents [***] (the “Senti Prosecuted Joint Patents”), (ii) BlueRock shall have the first right, but not the obligation, to Prosecute any Joint Patents [***] (the “BlueRock Prosecuted Joint Patents”), and (iii) with respect to all Joint Patents other than the Senti Prosecuted Joint Patents and the BlueRock Prosecuted Joint Patents (the “Other Joint Patents”), either Party may propose to the JSC to Prosecute an Other Joint Patent, and upon receipt of such proposal, on an Other Joint Patent-by-Other Joint Patent basis, the JSC shall entrust one Party with confer and discuss in good faith to determine which of the right and authorityParties shall have the first right, but not the obligation, to prosecute and maintain Prosecute any such Other Joint Patent (the Party responsible for Prosecuting a Senti Prosecuted Joint Patent, BlueRock Prosecuted Joint Patent or Other Joint Patent (as applicable), the “Joint Patent Prosecution Party”). The costs for the Prosecution of the Joint Patents on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (subject to this Section 7.3(b))shall be [***]. The Entrusted Joint Patent Prosecution Party shall provide consult with the other party reasonable opportunity to review Party and comment on keep such prosecution efforts regarding such other Party reasonably informed of the status of the Prosecution of the applicable Joint Patents. The Entrusted Party shall provide the other party with a copy of material communications from any patent authority regarding such Joint PatentsPatent, and shall provide the other party with 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. If one Party (the “First Party”) determines in its sole discretion to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such Party shall promptly provide the other Party (with material correspondences received from any patent authorities in connection therewith. Further, the “Second Joint Patent Prosecution Party shall promptly provide the other Party with drafts of all proposed material filings and correspondences to any patent authorities with respect to the applicable Joint Patents for the other Party”) ’s review and comment prior to the submission of such proposed filings and correspondences. The Joint Patent Prosecution Party shall confer with thirty (30) days’ the other Party and shall take into consideration the other Party’s comments in relation to such Prosecution, and shall use reasonable efforts to implement any reasonable changes requested by the other Party towards the objective of optimizing overall patent protection for such applicable Joint Patents prior to submitting such filings and correspondences, provided that the other Party shall provide such comments within [***] of receiving the draft filings and correspondences from the Joint Patent Prosecution Party. If the other Party does not provide comments within such period of time, then the other Party shall be deemed to have no comment to such proposed filings or correspondences. In the event that the Joint Patent Prosecution Party desires to abandon or cease the Prosecution of any applicable Joint Patent, the Joint Patent Prosecution Party shall provide reasonable prior written notice (in any event no later than [***] prior to the next deadline for any action in the relevant patent office) to the other Party of such determination (or intention to abandon Prosecution thereof. In such longer period of time reasonably necessary to allow the other party to assume such responsibilities) and shall provide the Second Party with the opportunity to prosecute and maintain such Patent at the Second Party’s sole expensecase, and if the Second Party so requests, the First Party shall assign such Patent to the Second Party (if the Second Party is Rhizen, such Patent shall be included in the Rhizen Patents or if the Second Party is TGTX, in which case such patent will be included in the TGTX Patents). If one Party (the “First Party”) desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First Party shall provide upon written notice to the Joint Patent Prosecution Party, the other Party (the “Second Party”) of such desire. Within fifteen (15) days of such written noticemay, the Second Party shall provide written notice to the First Party as to whether the Second Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Second Party does not desire to file in such jurisdiction, the Second Party shall (i) provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefrom, and (ii) assign such patent application or a right to file such patent application to the First Party; and the First Party may file such patent application in such jurisdiction at its sole discretion, elect to continue the Prosecution of any applicable Joint Patent, at its sole cost and expense (in which case such Patent shall be included in the respective Party’s Patents)and by counsel of its own choice.

Joint Patents. Except as otherwise provided in this Section 7.3(b9.3(b), the JSC shall entrust one Party with the right and authority, to prosecute and maintain the Joint Patents on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (subject to this Section 7.3(b9.3(b)). The Entrusted Party shall provide the other party Party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patents. The Entrusted Party shall provide the other party Party with a copy of material communications from any patent authority regarding such Joint Patents, and shall provide the other party Party with 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. If one Party (the “First Party”) determines in its sole discretion to abandon or not maintain any Patent within the Joint Patents anywhere in the world, then such the one Party shall provide the other Party (the “Second Party”) with thirty (30* ( * ) days’ prior written notice of such determination (or such longer period of time reasonably necessary to allow the other party Party to assume such responsibilities) and shall provide the Second other Party with the opportunity to prosecute and maintain such Patent in place of the one Party at the Second such other Party’s sole * expense, and if the Second other Party so requests, the First one Party shall assign such Patent to the Second other Party (if the Second other Party is Rhizen, NOVIMMUNE in which case such Patent shall be included in the Rhizen NOVIMMUNE Product Patents or NOVIMMUNE Platform Patents, as appropriate, or if the Second other Party is TGTX, in which case such patent will Patent shall be included in the TGTX Patentspatents). If one the other Party (desires the “First Party”) desires Entrusted Party to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the First other Party shall provide written notice to the other Party (the “Second Party”) of such desire. Within fifteen (15) days of such written notice, the Second Party shall provide written notice to the First Party as to whether the Second Party agrees to file a patent application in such jurisdiction or not. In the event the Second Party agrees to such a filing, the Entrusted Party shall expressing its desire to file such patent application in such jurisdiction. In If the event other Party provides such written notice to the Second Entrusted Party, the Entrusted Party shall either (i) express its agreement in writing to the other Party and the Entrusted Party shall file and prosecute such patent application and maintain any patent issuing thereon in such jurisdiction at its expense, or (ii) notify the other Party that the Entrusted Party does not desire to file in such jurisdiction, the Second Party shall (i) patent application and provide the First other Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefromthereon at it’s sole expense in place of the Entrusted Party, and (ii) in which case the Entrusted Party shall assign such patent application or a right to file such patent application to the First Party; other Party (and the First Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent shall be included in the respective other Party’s Patents).