Common use of Joint Patents Clause in Contracts

Joint Patents. With respect to any potentially patentable Joint Invention, the Parties shall meet and agree upon which Party 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 world. Unless otherwise agreed by the Parties, Xxxxxx will prosecute and maintain any Joint Patents in the Licensed Territory, and Onconova will prosecute and maintain the Joint Patents outside the Licensed Territory, subject to the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient, and harmonious as possible. The 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 the opportunity to review and comment on any and all such prosecution efforts regarding the applicable Joint Patent in the particular jurisdictions, and such other 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 Prosecuting Party shall provide the other Party with a copy of all material communications from any Patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with any duty of candor and/or duty of disclosure requirements of any Patent authority. Except to the extent a Party is restricted by the licenses granted by such Party to the other Party under the 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 Third Parties to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall consent and hereby consents, without additional consideration, to any and all such licenses.

Joint Patents. With respect Neither Party shall have any obligation to file or prosecute any potentially patentable Joint InventionPatent. To the extent a Party wishes to prosecute a Joint Patent, the Parties shall meet and will mutually agree upon which Party shall will have the first right to prosecute and maintain Patent applications covering such Joint Invention (any Patent, based on the contribution of each Party to such Patent application invention and any Patents issuing therefrom, a “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 particular countries and jurisdictions throughout the world. Unless otherwise agreed by the Parties, Xxxxxx will prosecute and maintain any Joint Patents in the Licensed Territory, and Onconova will prosecute and maintain the Joint Patents outside the Licensed Territory, subject to event no later than [***] after the Parties coordinating their efforts as appropriate have agreed upon which Party had the first right to make such prosecution activities as efficient, convenient, and harmonious as possible. The Parties ** all expenses of filing, prosecuting and maintaining prosecute such Joint PatentsPatent. 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 5.2(b) (the “Prosecuting prosecuting Party”) shall provide the other Party the opportunity to review and comment on any and all will solely bear its own internal costs for such prosecution efforts 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 obligation, to prosecute infringement of any Joint Patents that is related to the Exclusively Licensed Know-How or a product competitive, or potentially competitive, with a Licensed Product; and Licensor will have the first right, but not the obligation, to prosecute infringement of any Joint Patents in all other cases. The Parties shall first confer and mutually agree regarding any such prosecution of infringement; provided, however, that Licensee shall have the applicable right, without the consent of Licensor, to assert a Joint Patent against a Third Party in the particular jurisdictions, and such other 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 Prosecuting Party shall provide the other Party with a copy defense of all material communications from or counterclaim to any claim or assertion of infringement of a Patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted or misappropriation of Know-How Controlled by such Third Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with any duty of candor and/or duty of disclosure requirements of any Patent authority. Except to the extent a Party is restricted by the licenses granted by such Party to the other Party under the 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 Third Parties to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall consent and hereby consents, without additional consideration, to any and all such licenses.

Joint Patents. With respect to any potentially patentable Joint InventionExcept as otherwise provided in this Section 7.3(b), the Parties JSC shall meet entrust one Party with the right and agree upon which Party shall prosecute and maintain Patent applications covering such Joint Invention (any such Patent application and any Patents issuing therefromauthority, a “Joint Patent”) in particular countries and jurisdictions throughout the world. Unless otherwise agreed by the Parties, Xxxxxx will prosecute and maintain any Joint Patents in the Licensed Territory, and Onconova will to prosecute and maintain the Joint Patents outside the Licensed Territory, on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (subject to the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient, and harmonious as possiblethis Section 7.3(b)). The Parties ** all expenses of filing, prosecuting and maintaining such Joint Patents. The Entrusted Party that prosecutes a Joint Patent (the “Prosecuting Party”) shall provide the other Party the party reasonable opportunity to review and comment on any and all such prosecution efforts regarding the applicable such Joint Patent in the particular jurisdictions, and such other 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 anyPatents. The Prosecuting Entrusted 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 such Joint Patent being prosecuted by such PartyPatents, 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. In particularIf 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, each then such Party agrees to shall provide the other Party (the “Second Party”) with all information thirty (30) days’ prior written notice of such determination (or such longer period of time reasonably necessary or desirable to enable allow the other party to assume such responsibilities) and shall provide the Second Party with the opportunity to comply with any duty of candor and/or duty of disclosure requirements of any prosecute and maintain such Patent authority. Except at the Second Party’s sole expense, and if the Second Party so requests, the First Party shall assign such Patent to the extent a Second Party (if the Second Party is restricted by Rhizen, such Patent shall be included in the licenses granted by 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 terms “Second Party”) of this Agreementsuch desire. Within fifteen (15) days of such written notice, and/or the other covenants contained in this Agreement, each Second Party shall be entitled provide written notice to practicethe 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 grant licenses (ii) assign such patent application or a right to Third Parties and Affiliates of file such Third Parties to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account patent application to the other First Party, ; and the other First Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent shall consent and hereby consents, without additional consideration, to any and all such licensesbe included in the respective Party’s Patents).

Joint Patents. With respect to any potentially patentable Joint Invention, the Parties shall meet and agree upon which Party 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 world. Unless otherwise agreed by the Parties, Xxxxxx SymBio will prosecute and maintain any Joint Patents in the Licensed Territory, and Onconova will prosecute and maintain the Joint Patents outside the Licensed Territory, subject to the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient, and harmonious as possible. The 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 the opportunity to review and comment on any and all such prosecution efforts regarding the applicable Joint Patent in the particular jurisdictions, and such other 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 Prosecuting Party shall provide the other Party with a copy of all material communications from any Patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with any duty of candor and/or duty of disclosure requirements of any Patent authority. Except to the extent a Party is restricted by the licenses granted by such Party to the other Party under the 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 Third Parties to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall consent and hereby consents, without additional consideration, to any and all such licenses.

Joint Patents. With respect to any potentially patentable Joint InventionInventions, the Parties shall meet and agree in good faith upon which Party shall file, prosecute and maintain Patent applications covering claiming such Joint Invention (any such Patent application and any Patents issuing therefrom, a “Joint Patent”) in particular countries and jurisdictions throughout the worldTerritory. Unless otherwise agreed by The Parties will designate one or the Partiesother Party to file, Xxxxxx will prosecute and maintain any Joint Patents in the Licensed Territory, each such Patent application and Onconova will prosecute and maintain the Joint Patents outside the Licensed Territory, subject to the Parties coordinating coordinate their efforts as appropriate to make such prosecution activities as efficient, convenient, and harmonious as possible. The Parties ** all All costs and expenses of filing, prosecuting and maintaining such a Joint PatentsPatent shall be shared equally by the Parties. The Party that prosecutes a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party the opportunity to review and comment on any and all such prosecution efforts efforts, but in no case less than [***] prior to any filing deadlines, regarding the applicable Joint Patent in the particular jurisdictionscountries and jurisdictions in the Territory, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts; provided provided, that the Prosecuting Party shall have final control over such prosecution efforts after reasonably considering the other Party’s comments, if anyany (and if the other Party does not provide comments within [***] after such opportunity, such Party shall be deemed to have no comment on such prosecution efforts). The Prosecuting Party shall provide the other Party with a copy of all material communications from any Patent authority Authorities in the applicable jurisdictions Territory regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent Patent authorities with respect to such Joint Patent in a reasonable amount of time in advance of submitting such filings or responsestimely manner. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with any duty of candor and/or or duty of disclosure requirements of any Patent authority. Except Notwithstanding the foregoing, if the Prosecuting Party determines in its sole discretion to abandon or not maintain in any country or jurisdiction of the extent Territory any Joint Patent (other than allowing the lapse of any provisional patent application, or abandonment of any patent application in favor of a continuation), the Prosecuting Party is restricted by the licenses granted by such Party to shall provide the other Party under the 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 with at least [***] prior written notice of such Third Parties to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party, determination and the other Party shall consent thereafter have the right, but not the obligation, at its sole discretion and hereby consents, without additional considerationexpense, to any continue filing, prosecution and all maintenance of such licenses.Joint Patent. [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. FINAL EXECUTION VERSION CONFIDENTIAL

Joint Patents. With respect to any potentially patentable Joint Invention, the Parties shall meet and agree upon which Party shall prosecute and maintain Patent patent applications covering such Joint Invention (any such Patent patent application and any Patents patents issuing therefrom, therefrom a “"Joint Patent”") in particular countries and jurisdictions throughout the world. Unless It is the intention of the Parties that, unless otherwise agreed by the Partiesagreed, Xxxxxx will Collaborator would prosecute and maintain any Joint Patents in the Licensed Territory, and Onconova will Affymax would prosecute and maintain the Joint Patents outside in the Licensed Affymax Territory, subject to the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient, convenient and harmonious as possible. The Parties ** all expenses of filing, prosecuting and maintaining such Joint Patents. The Party that prosecutes a patent application in the Joint Patent 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 the reasonable opportunity to review and comment on any and all such prosecution efforts regarding the applicable Joint Patent Patents in the particular jurisdictions, and such other 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 Prosecuting Party shall provide the other 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 Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with any the duty of candor and/or candor/duty of disclosure requirements of any Patent patent authority. Except to the extent a particular Party is restricted by the licenses granted by such Party to the other Party under the terms of this Agreement, and/or the other covenants contained in this the Agreement, each Party shall be entitled to practice, and grant licenses to Third Parties and its Affiliates of such Third Parties the right to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall consent and hereby consentsconsent, without additional consideration, to any and all such licenses; provided, however, that Collaborator shall not have the 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 Partner to make, use, sell, offer for sale and [*] = 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. import the Product, the [*], 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 may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) such Party may elect to cease its ownership interest in such Joint Patents and shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration, and (ii) thereafter, the electing Party shall be released from any obligations with regard to such Joint Patents and any such Joint Patent would thereafter be deemed a Affymax Patent in the case of assignment to Affymax, or a Collaborator Patent in the case of assignment to Collaborator.

Joint Patents. With respect to any potentially patentable Joint Invention, the The Parties shall meet establish the patent strategy for the prosecution and agree upon maintenance of any Joint Patents, and shall determine, on an Invention-by-Invention basis, which Party shall prosecute be responsible for the prosecution and maintain Patent applications covering maintenance of such Joint Invention Patents (any such Patent application and any Patents issuing therefromParty, a “Joint Patent”) in particular countries and jurisdictions throughout the world. Unless otherwise agreed by the Parties, Xxxxxx will prosecute and maintain any Joint Patents in the Licensed Territory, and Onconova will prosecute and maintain the Joint Patents outside the Licensed Territory, subject to the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient, and harmonious as possible. The 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 the opportunity to review and comment on any and all such prosecution efforts regarding the applicable Joint Patent in the particular jurisdictions, and such other Party shall provide ). In determining the Prosecuting Party reasonable assistance in such efforts; provided that Party, the Prosecuting Party Parties shall have final control over such prosecution efforts after reasonably considering the other take into account each Party’s comments, if anyintellectual property or Patent position with respect to the relevant Invention. The Prosecuting Party shall provide keep the other Party reasonably informed of progress with a copy 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 material communications from proposed substantive filings and correspondence to any Patent relevant patent authority for such other Party’s review and comment prior to the submission of such proposed filings and correspondence. The Prosecuting Party shall consider in good faith the applicable jurisdictions regarding the Joint Patent being prosecuted by such other Party, and shall provide drafts of any material filings or responses to be made ’s comments related to such patent authorities a reasonable amount of time in advance of Patents prior to submitting such filings or responses. In particularand correspondence, each Party agrees to provide provided that the other Party with all information necessary provides such comments to the Prosecuting Party within thirty (30) days (or desirable a shorter period reasonably designated by the Prosecuting Party if thirty (30) days is not practicable given the filing deadline) of receiving the draft filings and correspondence from the Prosecuting Party. If the Prosecuting Party seeks to enable abandon or cease the other Party to comply with any duty of candor and/or duty of disclosure requirements prosecution or maintenance of any Patent authority. Except to described in this Section 9.2(b) (without initiation of the extent prosecution and maintenance of a substitution therefor), then the Prosecuting Party is restricted by the licenses granted by such Party shall provide reasonable prior written notice to the other Party under of such intention to abandon or cease such prosecution or maintenance (which notice shall be given no later than thirty (30) days prior to the terms of this Agreementnext deadline for any action that must be taken with respect to any such Joint Patent with the patent office). In such case, and/or at the other covenants contained Party’s sole discretion, upon written notice to the Prosecuting Party, such other Party may elect to continue the prosecution and maintenance of any such Patent described in this AgreementSection 9.2(b), and will thereafter be the Prosecuting Party with respect to such Joint Patent. The Parties shall mutually agree on the percentage of expenses that each Party shall be entitled bear with respect to practice, and grant licenses to Third Parties and Affiliates the prosecution of such Third Parties to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account to (which in the absence of any other agreement between the Parties shall be borne by the Prosecuting Party, and the other Party shall consent and hereby consents, without additional consideration, to any and all such licenses).

Joint Patents. With respect 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 any potentially patentable Joint Inventionthe extent they are specifically related to the Initial Products and, unless otherwise agreed in the relevant R&D Agreement, the Parties shall meet and agree upon which Party 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 worldAdditional Anti-PD1 Products. Unless otherwise agreed by the Parties, Xxxxxx will prosecute and maintain any Joint Patents in the Licensed Territory, and Onconova will prosecute and maintain If the Joint Patents outside the Licensed Territory, subject are not specifically related to the Parties coordinating their efforts as appropriate Initial Products and, unless otherwise agreed in the relevant R&D Agreement, the Additional Anti-PD1 Products, the Patent Committee will promptly meet to make such discuss whether to seek patent protection thereon and if patent applications are to be filed, the Parties’ rights and responsibilities regarding filing, prosecution activities as efficient, convenient, and harmonious as possibleenforcement. The Parties ** all All costs and expenses of filing, prosecuting and maintaining such a Joint PatentsPatent shall be shared equally by the Parties. The Party that prosecutes a given Joint Patent (the “Prosecuting Party”) shall provide the other Party the opportunity to review and comment on any and all such prosecution efforts regarding the applicable Joint Patent in the particular jurisdictionsPatent, and such other 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 anyany in good faith. The Prosecuting Party shall provide the other Party with a copy of all material communications from any Patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent 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. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with any duty of candor and/or or duty of disclosure requirements of any Patent authority. Except to the extent a Party is restricted by the licenses granted by such Party to the other Party under the 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 Third Parties to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall consent and hereby consents, without additional consideration, to any and all such licenses.

Joint Patents. With respect to any potentially patentable Joint Invention, the Parties shall meet and agree upon which Party Party, if any, shall prepare, file, prosecute (including any interferences, reissue proceedings and reexaminations) and maintain Patent patent applications covering such Joint Invention (any such Patent patent application and any Patents patents issuing therefrom, therefrom a “Joint Patent”) in particular countries and any jurisdictions throughout the world. Unless otherwise agreed , as well as the manner in which patent expense for such Joint Patent will be shared by the Parties, Xxxxxx will prosecute and maintain . In the event the parties agree to file any Joint Patents in Patent but disagree on any aspect of the Licensed Territoryfiling or prosecution thereof, and Onconova will prosecute and maintain the Joint Patents outside the Licensed Territory, subject to the Parties coordinating their efforts as appropriate shall refer the disagreement to make such prosecution activities as efficient, convenient, and harmonious as possible. The Parties ** all expenses of filing, prosecuting and maintaining such Joint Patentsa mutually acceptable patent attorney for resolution pursuant to Section 13.11. The Party that prosecutes a patent application in the Joint Patent Patents (the “Prosecuting Party”) shall provide the other Party the reasonable opportunity to review and comment on any and all such prosecution efforts regarding the applicable Joint Patent Patents in the particular jurisdictions, and such other 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 Prosecuting Party shall provide the other 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 Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with any the duty of candor and/or candor/duty of disclosure requirements of any Patent patent authority. Except to Either Party may determine that it is no longer interested in supporting the extent continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case the disclaiming Party is restricted by the licenses granted by such Party to shall provide the other Party under the terms with written notice of this Agreement, and/or such determination at least thirty (30) days before any deadline for taking action to avoid abandonment and shall provide the other covenants contained Party with the opportunity to have the disclaiming Party’s interest in this Agreement, each Party shall be entitled to practice, and grant licenses to Third Parties and Affiliates of such Third Parties to practice, the Joint Patents and all Joint Inventions without restriction Patent in such country or an obligation to account jurisdiction assigned to the other Party, at no cost to the other Party. Subject to the license granted to Purdue pursuant to Section 2.1(a), each Party shall have the right to practice, license and exploit the Joint Patents worldwide, without consent of the other Party shall (where consent is required by law, such consent is hereby deemed granted) and hereby consents, without additional consideration, a duty of accounting to any and all such licensesthe other Party.

Joint Patents. With respect to any potentially patentable Joint Invention, the Parties shall meet and agree upon which Party shall prosecute and maintain Patent patent applications covering such Joint Invention (any such Patent patent application and any Patents patents issuing therefrom, therefrom a “"Joint Patent”") in particular countries and jurisdictions throughout the world. Unless It is the intention of the Parties that, unless otherwise agreed by the Partiesagreed, Xxxxxx will Takeda would prosecute and maintain any Joint Patents in the Licensed TerritoryTerritory other than the U.S., and Onconova will Affymax would prosecute and maintain the Joint Patents outside in the Licensed TerritoryU.S., subject to the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient, convenient and harmonious as possible. The external costs of such prosecution of the Joint Patents shall be shared equally by the Parties ** all expenses and the internal costs of filing, prosecuting and maintaining such prosecution of the Joint Patents. The Patents shall be borne by the Party that prosecutes a patent application in the Joint Patent Patents (the “"Prosecuting Party”) "). The [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. 57 Prosecuting Party shall provide the other Party the reasonable opportunity to review and comment on any and all such prosecution efforts regarding the applicable Joint Patent Patents in the particular jurisdictions, and such other 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 Prosecuting Party shall provide the other 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 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. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with any the duty of candor and/or candor/duty of disclosure requirements of any Patent patent authority. Except to the extent a particular Party is restricted by the licenses granted by such Party to the other Party under the terms of this Agreement, and/or or the other covenants contained in this and subject to the terms of the Agreement, each Party shall be entitled to practice, and grant licenses to Third Parties and its Affiliates of such Third Parties the right to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall consent and hereby consents, without additional consideration, to any and all such licenses. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) such Party may elect to cease its ownership interest in such Joint Patents and shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration, and (ii) thereafter, the electing Party shall be released from any obligations with regard to such Joint Patents and any such Joint Patent would thereafter be deemed a Affymax Patent in the case of assignment to Affymax, or a Takeda Patent in the case of assignment to Takeda.

Joint Patents. With respect to any potentially patentable Joint InventionThe Parties, the Parties acting by Mutual Consent, shall meet and agree upon determine which Party shall prosecute have the initial right and maintain option to Prosecute Joint Patents; provided 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 8.2), shall have such initial right and option with respect to Joint Patents that relate to a Discovery Program, and Agios shall have the 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 have the initial right and option with respect to Joint Patents that are Core Patent applications covering such 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 Invention 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 to Prosecute declines the option to Prosecute any such Patent application and Right in any Patents issuing therefromcountry, a “Joint Patent”) in particular countries and jurisdictions throughout the world. Unless otherwise agreed by the Parties, Xxxxxx will prosecute and maintain any Joint Patents in the Licensed Territory, and Onconova will prosecute and maintain the Joint Patents outside the Licensed Territory, subject to the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient, and harmonious as possible. The Parties ** all expenses of filing, prosecuting and maintaining such Joint Patents. The Party that prosecutes a Joint Patent (the “Prosecuting Party”) shall provide give the other Party reasonable notice to this effect, sufficiently in advance to permit such other Party to undertake such Prosecution in such country without a loss of rights, and thereafter such other Party may, upon written notice to the opportunity first Party, Prosecute such Patent Rights in both Parties’ names, with expenses shared as provided in Section 10.2(e); and (iii) in the event that either Party does not want to review share in the costs of such Prosecution, such Party shall notify the other Party thereof at least [**] days prior to the date of any applicable filing deadline and comment on any shall, and hereby does, assign to the other Party all such prosecution efforts regarding of its right, title and interest in and to the applicable Joint Patent in the particular jurisdictions, (and such other 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 Prosecuting Party shall provide the other Party with a copy of all material communications from any Patent authority in the applicable jurisdictions regarding the underlying Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with any duty of candor and/or duty of disclosure requirements of any Patent authority. Except to the extent a Party is restricted by the licenses granted by such Party to the other Party under the 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 Third Parties to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall consent and hereby consents, without additional consideration, to any and all such licensesInvention).

Joint Patents. With respect Except as otherwise provided in this Section 5.1.3 (b), TGTX shall be entrusted with the right and authority, to any potentially patentable Joint Invention, the Parties shall meet and agree upon which Party 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 world. Unless otherwise agreed by the Parties, Xxxxxx will prosecute and maintain any Joint Patents in the Licensed Territory, and Onconova will prosecute and maintain the Joint Patents outside the Licensed Territory, on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (subject to the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient, and harmonious as possiblethis Section 5.1.3 (b)). The Parties ** all expenses of filing, prosecuting and maintaining such Joint Patents. The Entrusted Party that prosecutes a Joint Patent (the “Prosecuting Party”) shall provide the other Party the party reasonable opportunity to review and comment on any and all such prosecution efforts regarding the applicable such Joint Patent in the particular jurisdictions, and such other 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 anyPatents. The Prosecuting Entrusted 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 such Joint Patent being prosecuted by such PartyPatents, 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. In particularIf one Party determines in its sole discretion to abandon or not maintain any Patent within the Joint Patents anywhere in the world, each then such Party agrees to shall provide the other Party with all information 21 ( * ) days’ prior written notice of such determination (or such longer period of time reasonably necessary or desirable to enable allow the other party to assume such responsibilities) and shall provide the other Party with the opportunity to comply with any duty of candor and/or duty of disclosure requirements of any prosecute and maintain such Patent authority. Except to at the extent a other Party’s sole expense, and if the other Party is restricted by so requests, the licenses granted by one Party shall assign such Party Patent to the other Party under the terms of this Agreement, and/or (if the other covenants contained Party is Novimmune, such Patent shall be included in this Agreementthe Novimmune Product Patents or if the other Party is TGTX, each in which case such patent will be included in the TGTX Patents). If the other Party desires to file, in a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents, the other Party shall be entitled provide written notice to practicethe Entrusted Party of such desire. Within * ( * ) days of such written notice, the Entrusted Party shall provide written notice to the First Party as to whether the Entrusted Party agrees to file a patent application in such jurisdiction or not. In the event the Entrusted Party agrees to such a filing, the Entrusted Party shall file such patent application in such jurisdiction. In the event the Entrusted Party does not desire to file in such jurisdiction, the Entrusted Party shall (i) provide the other Party with the opportunity to file and prosecute such patent application and maintain any patent issuing therefrom, and grant licenses (ii) assign such patent application or a right to Third Parties and Affiliates of file such Third Parties to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account patent application to the other Party, ; and the other Party may file such patent application in such jurisdiction at its sole expense (in which case such Patent shall consent and hereby consents, without additional consideration, to any and all such licensesbe included in the respective Party’s Patents).

Joint Patents. With As 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 any potentially patentable all Joint InventionPatents 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 confer and discuss in good faith to determine which of the Parties shall meet and agree upon which Party shall prosecute and maintain Patent applications covering such Joint Invention (have the first right, but not the obligation, to Prosecute any such Patent application and any Patents issuing therefrom, a “Joint Patent”) in particular countries and jurisdictions throughout the world. Unless otherwise agreed by the Parties, Xxxxxx will prosecute and maintain any Joint Patents in the Licensed Territory, and Onconova will prosecute and maintain the Joint Patents outside the Licensed Territory, subject to the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient, and harmonious as possible. The Parties ** all expenses of filing, prosecuting and maintaining such Joint Patents. The Party that prosecutes a Other Joint Patent (the Party responsible for Prosecuting a Senti Prosecuted Joint Patent, BlueRock Prosecuted Joint Patent or Other Joint Patent (as applicable), the “Prosecuting Joint Patent Prosecution Party”) ). The costs for the Prosecution of the Joint Patents shall provide be [***]. The Joint Patent Prosecution Party shall consult with the other Party and keep such other Party reasonably informed of the opportunity to review and comment on any and all such prosecution efforts regarding status of the Prosecution of the applicable Joint Patent in the particular jurisdictionsPatent, and such other 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 Prosecuting Party shall promptly provide the other Party with a copy of all material communications correspondences received from any Patent authority patent authorities in the applicable jurisdictions regarding connection therewith. Further, the Joint Patent being prosecuted by such Party, and Prosecution Party shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to promptly provide the other Party with drafts of all information necessary or desirable proposed material filings and correspondences to enable 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 the other Party and shall take into consideration the other Party’s comments in relation to comply with such Prosecution, and shall use reasonable efforts to implement any duty reasonable changes requested by the other Party towards the objective of candor and/or duty 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 disclosure requirements 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 authority. Except Prosecution Party shall provide reasonable prior written notice (in any event no later than [***] prior to the extent a Party is restricted by next deadline for any action in the licenses granted by such Party relevant patent office) to the other Party under the 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 Third Parties intention to practiceabandon Prosecution thereof. In such case, upon written notice to the Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Patent Prosecution Party, and the other Party shall consent may, at its sole discretion, elect to continue the Prosecution of any applicable Joint Patent, at its sole cost and hereby consents, without additional consideration, to any expense and all such licensesby counsel of its own choice.

Joint Patents. With respect to any potentially patentable Joint InventionExcept as otherwise provided in this Section 9.3(b), the Parties JSC shall meet entrust one Party the right and agree upon which Party shall prosecute and maintain Patent applications covering such Joint Invention (any such Patent application and any Patents issuing therefromauthority, a “Joint Patent”) in particular countries and jurisdictions throughout the world. Unless otherwise agreed by the Parties, Xxxxxx will prosecute and maintain any Joint Patents in the Licensed Territory, and Onconova will to prosecute and maintain the Joint Patents outside the Licensed Territory, on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (subject to the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient, and harmonious as possiblethis Section 9.3(b)). The Parties ** all expenses of filing, prosecuting and maintaining such Joint Patents. The Entrusted Party that prosecutes a Joint Patent (the “Prosecuting Party”) shall provide the other Party the reasonable opportunity to review and comment on any and all such prosecution efforts regarding the applicable such Joint Patent in the particular jurisdictions, and such other 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 anyPatents. The Prosecuting Entrusted Party shall provide the other Party with a copy of all material communications from any Patent patent authority in the applicable jurisdictions regarding the such Joint Patent being prosecuted by such PartyPatents, 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. In particularIf one Party determines in its sole discretion to abandon or not maintain any Patent within the Joint Patents anywhere in the world, each then the one Party agrees to shall provide the other Party with all information * ( * ) days’ prior written notice of such determination (or such longer period of time reasonably necessary or desirable to enable allow the other Party to comply assume such responsibilities) and shall provide the other Party with any duty the opportunity to prosecute and maintain such Patent in place of candor and/or duty of disclosure requirements of any the one Party at such other Party’s * expense, and if the other Party so requests, the one Party shall assign such Patent authority. Except to the extent a Party is restricted by the licenses granted by such Party to the other Party under the terms of this Agreement, and/or (if the other covenants contained Party is NOVIMMUNE in this Agreement, each Party which case such Patent shall be entitled included in the NOVIMMUNE Product Patents or NOVIMMUNE Platform Patents, as appropriate, or if the other Party is TGTX, in which case such Patent shall be included in the TGTX patents). If the other Party desires the Entrusted Party to practicefile, and grant licenses to Third Parties and Affiliates of such Third Parties to practicein a particular jurisdiction, a patent application that claims priority from a Patent within the Joint Patents and all Joint Inventions without restriction or an obligation to account to the other PartyPatents, and the other Party shall consent provide written notice to the Entrusted Party expressing its desire to file such patent application in such jurisdiction. If the other Party provides such written notice to the Entrusted Party, the Entrusted Party shall either (i) express its agreement in writing to the other Party and hereby consentsthe Entrusted Party shall file and prosecute such patent application and maintain any patent issuing thereon in such jurisdiction at its expense, without additional considerationor (ii) notify the other Party that the Entrusted Party does not desire to file such patent application and provide the other Party with the opportunity to file and prosecute such patent application and maintain any patent issuing thereon at it’s sole expense in place of the Entrusted Party, in which case the Entrusted Party shall assign such patent application to any the other Party (and all in which case such licensesPatent shall be included in the other Party’s Patents).

Joint Patents. With respect All patentable inventions in the Field arising as a result of the conduct by either Party of its obligations pursuant to any potentially patentable Joint Inventionthe Development Plan or otherwise resulting from the collaboration contemplated by the Parties hereunder (including, without limitation, the Parties shall meet development and agree upon which 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 shall prosecute licensee of KuDOS outside the Territory), and maintain Patent all patent applications and patents claiming or covering such Joint Invention (any such Patent application and any Patents issuing therefrom, a invention (“Joint PatentPatents”) in particular countries and jurisdictions throughout the world. Unless otherwise agreed shall be jointly owned by the Parties, Xxxxxx will prosecute regardless of inventorship. Each Party shall 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 maintain any 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 Licensed Territory, Territory and Onconova will prosecute and maintain KuDOS shall be responsible for the prosecution of all Joint Patents outside of the Licensed Territory, subject in each case with the Responsible Party using patent counsel chosen with the approval of the other Party, such approval not to be unreasonably withheld. To the Parties coordinating their efforts as appropriate extent practical, the Responsible Party shall afford the other with a meaningful opportunity to make such prosecution activities as efficientcomment on anticipated actions related to scope, convenient, validity and harmonious as possible. The Parties ** all expenses enforcement of filing, prosecuting and maintaining such Joint Patents. The Party that prosecutes a Joint Patent (Upon request from the “Prosecuting Responsible Party”) shall provide , the other Party the opportunity to review and comment on any and shall cooperate fully in all such prosecution efforts regarding matters, including the applicable Joint Patent in prompt execution of any necessary or appropriate legal documents reasonably requested by the particular jurisdictions, and such other Responsible Party. The Responsible Party shall provide bear all costs associated with the Prosecuting Party reasonable assistance prosecution and maintenance of Joint Patents in such effortsits territory; provided provided, however, that the Prosecuting responsible Party shall have final control over such prosecution efforts after reasonably considering the other Party’s comments, if any. The Prosecuting Party shall provide the other Party may abandon its rights and obligations with respect to any Joint Patents (either overall or on a copy of all material communications from any Patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with any duty of candor and/or duty of disclosure requirements of any Patent authority. Except to the extent a Party is restricted by the licenses granted by such Party country-by-country basis) upon first giving notice to the other Party under and offering the terms latter no fewer than 60 days in which to accept an assignment of this Agreementthe patent rights to be abandoned and assume the prosecution and maintenance thereof, and/or at its sole expense. Following such abandonment, the other covenants contained in this Agreement, each previously Responsible Party shall be entitled have no further rights with respect to practice, and grant licenses to Third Parties and Affiliates of such Third Parties to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall consent and hereby consents, without additional consideration, to any and all such licensesthat were abandoned.

Joint Patents. With respect to any potentially patentable Joint Invention, the Parties shall meet and agree upon which Party shall prosecute and maintain Patent patent applications covering such Joint Invention (any such Patent patent application and any Patents patents issuing therefrom, therefrom a “Joint Patent”) in particular countries and jurisdictions throughout the world. Unless It is the intention of the Parties that, unless otherwise agreed by the Partiesagreed, Xxxxxx will Collaborator would prosecute and maintain any Joint Patents anywhere in the Licensed Territoryworld other than the U.S., and Onconova will Affymax would prosecute and maintain the Joint Patents outside in the Licensed TerritoryU.S., subject to the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient, convenient and harmonious as possible. The external costs of such prosecution of the Joint Patents shall be shared equally by the Parties ** all expenses and the internal costs of filing, prosecuting and maintaining such prosecution of the Joint Patents. The Patents shall be borne by the Party that prosecutes a patent application in the Joint Patent Patents (the “Prosecuting Party”) ); provided, however, in the Licensed Territory only, Collaborator shall bear both internal and external costs and expenses incurred with respect to the prosecution of such patent application, except as otherwise provided below. The Prosecuting Party shall [ * ] = 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 the reasonable opportunity to review and comment on any and all such prosecution efforts regarding the applicable Joint Patent Patents in the particular jurisdictions, and such other 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 Prosecuting Party shall provide the other 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 Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with any the duty of candor and/or candor/duty of disclosure requirements of any Patent patent authority. Except to the extent a particular Party is restricted by the licenses granted by such Party to the other Party under the terms of this Agreement, and/or the other covenants contained in this the Agreement, each Party shall be entitled to practice, and grant licenses to Third Parties and its Affiliates of such Third Parties the right to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall consent and hereby consentsconsent, without additional consideration, to any and all such licenses. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) such Party may elect to cease its ownership interest in such Joint Patents and shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration, and (ii) thereafter, the electing Party shall be released from any obligations with regard to such Joint Patents and any such Joint Patent would thereafter be deemed a Affymax Patent in the case of assignment to Affymax, or a Collaborator Patent in the case of assignment to Collaborator.

Joint Patents. With respect to any potentially patentable Joint InventionExcept as otherwise provided in this Section 9.3(b), the Parties JSC shall meet entrust one party the right and agree upon which Party shall prosecute and maintain Patent applications covering such Joint Invention (any such Patent application and any Patents issuing therefromauthority, a “Joint Patent”) in particular countries and jurisdictions throughout the world. Unless otherwise agreed by the Parties, Xxxxxx will prosecute and maintain any Joint Patents in the Licensed Territory, and Onconova will to prosecute and maintain the Joint Patents outside the Licensed Territory, on a worldwide basis at its sole discretion herein referred to as an “Entrusted Party” (subject to the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient, and harmonious as possiblethis Section 9.3(b)). The Parties ** all expenses of filing, prosecuting and maintaining such Joint Patents. The Entrusted Party that prosecutes a Joint Patent (the “Prosecuting Party”) shall provide the other Party the party reasonable opportunity to review and comment on any and all such prosecution efforts regarding the applicable such Joint Patent in the particular jurisdictions, and such other 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 anyPatents. The Prosecuting Entrusted 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 such Joint Patent being prosecuted by such PartyPatents, 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. In particularIf 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, each then the First Party agrees to 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 all information necessary the opportunity to prosecute and maintain such Patent in place of the First Party at 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 in which case such Patent shall be included in the Rhizen Patents or desirable to enable if the Second Party is TGTX, in which case such patent shall be included in the TGTX patents). If one (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 to comply with any duty of candor and/or duty of disclosure requirements of any Patent authority. Except shall provide written notice to the extent a Second Party is restricted by expressing its desire to file such patent application in such jurisdiction. If the licenses granted by First Party provides such Party written notice to the other Second Party under , the terms of this Agreement, and/or the other covenants contained in this Agreement, each Second Party shall be entitled to practice, and grant licenses to Third Parties and Affiliates of such Third Parties to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account either (i) express its agreement in writing to the other Party, First Party and the other Entrusted Party shall consent file and hereby consentsprosecute such patent application and maintain any patent issuing thereon in such jurisdiction at its expense, without additional considerationor (ii) notify the First party that the Second Party does not desire to file such patent application and provide the First Party with the opportunity to file and prosecute such patent application and maintain any patent issuing thereon at it’s sole expense in place of the Second Party , in which case the Second Party shall assign such patent application to any the First Party (and all in which case such licensesPatent shall be included in the respective party’s Patents).

Joint Patents. With Subject to Section 13.7, AstraZeneca shall have the right, but not the obligation, to file, prosecute (including with respect to any potentially patentable Joint Inventioninterferences, the Parties shall meet reissue proceedings and agree upon which Party shall prosecute re-examinations) 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 world. Unless otherwise agreed by world any and all Joint Patents, except that MAP shall have the Partiesright, Xxxxxx will prosecute and maintain 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 consultation with the Licensed Territoryother Party and using legal counsel reasonably acceptable to the other Party. The Party prosecuting the Joint Patent shall, and Onconova will in consultation with the other Party, determine in which countries to obtain, prosecute and maintain the Joint Patents outside Patents. Each other Party shall have the Licensed Territoryright to request that the Party prosecuting a Joint Patent obtain, subject 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 Parties coordinating their efforts as appropriate other Party shall have the right to make take such prosecution activities as efficient, convenient, and harmonious as possibleaction with respect to such Joint Patent. The Parties ** all expenses of shall, and shall cause their respective Affiliates, as applicable, to assist and cooperate with one another in, and share equally the cost and expense of, filing, prosecuting and maintaining such the Joint Patents. The Notwithstanding the above, either Party that prosecutes a may decline to pay its share of the costs and expenses for filing, prosecuting and maintaining any Joint Patent (in a particular country or particular countries, in which case the “Prosecuting Party”) declining Party shall provide assign, and shall cause its Affiliates to assign, to the other Party the opportunity all of their rights, titles and interests in and to review and comment on any and all such prosecution efforts regarding the applicable Joint Patent in the particular jurisdictions, and relevant country or countries whereupon such other Party Joint Patent shall provide the Prosecuting Party reasonable assistance become a Patent owned solely by AstraZeneca or a Licensed Patent in such efforts; provided that country or countries, as the Prosecuting Party shall have final control over such prosecution efforts after reasonably considering the other Party’s commentscase may be. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, if any. The Prosecuting Party shall provide the other Party with a copy of all material communications from any Patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such PartyMARKED BY BRACKETS, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particularIS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with any duty of candor and/or duty of disclosure requirements of any Patent authority. Except to the extent a Party is restricted by the licenses granted by such Party to the other Party under the 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 Third Parties to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall consent and hereby consents, without additional consideration, to any and all such licensesAS AMENDED.

Joint Patents. With respect to any potentially patentable Joint Invention, the Parties shall meet and agree upon which Party shall prosecute and maintain Patent patent applications covering such Joint Invention (any such Patent patent application and any Patents patents issuing therefrom, therefrom a “Joint Patent”) in particular countries and jurisdictions throughout the world. Unless It is the intention of the Parties that, unless otherwise agreed by the Partiesagreed, Xxxxxx will Collaborator would prosecute and maintain any Joint Patents in the Licensed Territory, and Onconova will Affymax would prosecute and maintain the Joint Patents outside in the Licensed Affymax Territory, subject to the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient, convenient and harmonious as possible. The Parties ** all expenses of filing, prosecuting and maintaining such Joint Patents. The Party that prosecutes a patent application in the Joint Patent 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 the reasonable opportunity to review and comment on any and all such prosecution efforts regarding the applicable Joint Patent Patents in the particular jurisdictions, and such other 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 Prosecuting Party shall provide the other 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 Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with any the duty of candor and/or candor/duty of disclosure requirements of any Patent patent authority. Except to the extent a particular Party is restricted by the licenses granted by such Party to the other Party under the terms of this Agreement, and/or the other covenants contained in this the Agreement, each Party shall be entitled to practice, and grant licenses to Third Parties and its Affiliates of such Third Parties the right to practice, the 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 consent and hereby consentsconsent, without additional consideration, to any and all such licenses; provided, however, that Collaborator shall not have the 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 Partner to make, use, sell, offer for sale and import the Product, the [ * ], 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 may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) such Party may elect to cease its ownership interest in such Joint Patents and shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration, and (ii) thereafter, the electing Party shall be released from any obligations with regard to such Joint Patents and any such Joint Patent would thereafter be deemed a Affymax Patent in the case of assignment to Affymax, or a Collaborator Patent in the case of assignment to Collaborator.

Joint Patents. With respect to any potentially patentable Joint Invention, the Parties shall meet agree whether a Party or any external counsel to be jointly appointed by the Parties (the “Joint Patent Outside Counsel”), shall prepare, file, prosecute (including any interferences, reissue proceedings and agree upon which Party shall prosecute reexaminations) and maintain Patent patent applications and patents covering such Joint Invention (any such Patent application and any Patents issuing therefrom, a “Joint Patent”) in particular countries and jurisdictions throughout the world. Unless otherwise as mutually agreed by the Parties. Patent expenses for such Joint Patent will be equally shared by the Parties. For clarity, Xxxxxx will prosecute and maintain patent expenses include any out-of-pocket expenses (such as, without limitation, the fees of the Joint Patent Outside Counsel), but shall exclude any internal cost (such as salaries) incurred by the Parties. If the Parties do not appoint any Joint Patents in Patent Outside Counsel with respect to a Joint Patent: (i) the Licensed Territory, and Onconova will prosecute and maintain the Joint Patents outside the Licensed Territory, subject to the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient, and harmonious as possible. The Parties ** all expenses of filing, prosecuting and maintaining such Joint Patents. The Party that prosecutes a such Joint Patent (the “Prosecuting Party”) shall provide the other Party the reasonable opportunity to review and comment on any and all such prosecution efforts regarding the applicable Joint Patent in the particular jurisdictions, jurisdictions and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts; provided that (ii) the Prosecuting Party shall have final control over such prosecution efforts after reasonably considering the other Party’s comments, if any. The Prosecuting Party shall provide the other 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 Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each ; and (iii) the Prosecuting Party agrees to shall provide the other Party with all information necessary or desirable to enable the other Party to comply with any the duty of candor and/or candor/duty of disclosure requirements of any Patent patent authority. Except 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 at least *** days before any deadline for taking action to avoid abandonment and shall provide the extent a other Party is restricted by with the licenses granted by opportunity to have the disclaiming Party’s interest in such Party Joint Patent in such country or jurisdiction assigned to the other Party under (the terms “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 Patent in such country or jurisdiction, which shall no longer be deemed to be a Joint Patent for the purpose 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 Third Parties to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall consent and hereby consents, without additional consideration, to any and all such licenses.

Joint Patents. With Except as otherwise provided in Section 9.3(a) ([*] Patents), with respect to any potentially patentable Joint Invention, the Parties shall meet confer in good faith and agree upon which Party Party, if any, shall prosecute Prosecute patent applications and maintain Patent applications patents covering such Joint Invention (any such Patent patent application and any Patents patents issuing therefrom, a “Joint Patent”) in particular countries and any jurisdictions throughout the worldTerritory, at the responsible Party’s expense. Unless It is the intention of the Parties that, unless otherwise agreed by the Partiesin writing, Xxxxxx will prosecute and maintain [*] would Prosecute any Joint Patents in the Licensed Territory, and Onconova will prosecute and maintain the Joint Patents outside the Licensed Territoryprovided that in no event shall [*], subject to the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient, and harmonious as possible. The Parties except with [** all expenses of filing, prosecuting and maintaining such Joint Patents] prior written consent. The Party that prosecutes Prosecutes a patent application in the Joint Patent Patents (the “Prosecuting Party”) shall provide the other Party the reasonable opportunity to review and comment on any and all such prosecution Prosecution efforts regarding the applicable Joint Patent Patents in the particular jurisdictions, and such other 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 Prosecuting Party shall provide the other Party with a copy of all material communications from any Patent patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted Prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with any the duty of candor and/or candor/duty of disclosure requirements of any Patent patent authority. Except Should the Prosecuting Party determine that it will no longer support the continued Prosecution of a particular Joint Patent in a country or jurisdiction, such Prosecuting Party shall provide the other Party with written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment of such Joint Patent. Such other Party shall have the right, but not obligation, to Prosecute such Joint Patent on behalf of the Parties at its expense. If the proposed abandonment of such [*] in respect of the [*] right to continue Prosecution of such [*] Patent will be limited to the extent a Party is restricted by the licenses granted by necessary to [*], provided that if any such Party to the other Party abandonment or limitation would result in [*] under the terms of this Agreement, and/or then, notwithstanding anything to the other covenants contained contrary in this Agreement, each [*]. If the other Party desires the Prosecuting Party to file a Joint Patent in a particular jurisdiction (where a corresponding Joint Patent has not already been filed) within the Territory that claims priority to another Joint Patent, such other Party shall be entitled to practice, and grant licenses to Third Parties and Affiliates of such Third Parties to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account provide written notice to the other PartyProsecuting Party requesting that such Prosecuting Party file such patent application in such jurisdiction, and the other Prosecuting Party shall consent file and hereby consents, without additional consideration, to Prosecute such Joint Patent and any and all patent issuing thereon in such licensesjurisdiction.

Joint Patents. With respect ANTHERA shall have the first right, but not the obligation, to control and manage the preparation, filing, prosecution (including any potentially patentable Joint Inventioninterferences, the Parties shall meet reissue proceedings and agree upon which Party shall prosecute reexaminations) 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 world. Unless otherwise agreed by the Parties, Xxxxxx will prosecute and maintain any maintenance of all Joint Patents in the Licensed ANTHERA Territory, at its sole cost and Onconova will prosecute expense and maintain by counsel of its own choice. ZENYAKU shall have the first right, but not the obligation, to control and manage the preparation, filing, prosecution (including any interferences, reissue proceedings and reexaminations) and maintenance of all Joint Patents outside in the Licensed ZENYAKU Territory, subject at its sole cost and expense and by counsel of its own choice. Each party shall keep the other party reasonably informed of progress with regard to the Parties coordinating their efforts as appropriate to make such prosecution activities as efficientpreparation, convenient, and harmonious as possible. The Parties ** all expenses of filing, prosecuting prosecution and maintaining maintenance of Joint Patents for which such Joint Patents. The Party that prosecutes a Joint Patent party (the “Prosecuting Responsible Party”) is responsible, and shall consult with, and consider in good faith the requests and suggestions of, the other party with respect to strategies for filing and prosecuting Joint Patents worldwide. In the event that the Responsible Party desires to abandon or cease prosecution or maintenance of any Joint Patent in any country, the Responsible Party shall provide reasonable prior written notice to the other Party party of such intention to abandon (which notice shall, to the opportunity extent possible, be given no later than 45 days prior to review and comment on the next deadline for any and all action that must be taken with respect to any such prosecution efforts regarding the applicable Joint Patent in the particular jurisdictionsrelevant patent office). In such case, at the other party’s sole discretion, upon written notice to the Responsible Party from the other party, the other party may elect to continue prosecution and/or maintenance of any such Joint Patent, at its sole cost and such other expense and by counsel of its own choice. In this case, the Responsible Party shall provide the Prosecuting Party reasonable assistance not be under any obligation to assign all of its right, title and interest in and to 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 Prosecuting Party shall provide the other Party with a copy of all material communications from any Patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with any duty of candor and/or duty of disclosure requirements of any Patent authority. Except to the extent a Party is restricted by the licenses granted by such Party to the other Party under the 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 Third Parties to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party. The nature of joint ownership of the Joint Patents shall be undivided one half interests, equivalent to the ownership interests of co-inventors under U.S. patent law, to the maximum extent achievable by contract throughout the world, and the other Party shall consent and each party hereby consents, without additional consideration, to grants any and all licenses, permission, and waivers not at odds with the remainder of this Agreement to achieve such licensesrights of joint owners. *** Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission.

Joint Patents. With respect (i) As between the Parties, (A) Sangamo shall have the first right, but not the obligation, to any potentially patentable Joint Inventionfile, the Parties shall meet and agree upon which Party 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 world. Unless otherwise agreed by , at the Parties, Xxxxxx will prosecute ’ joint cost and maintain any Joint Patents in expense with respect to those jurisdictions set forth on Exhibit J (the Licensed Territory“Base Patent Jurisdictions”), and Onconova will (B) Kite shall have the first right, but not the obligation, to file, prosecute and maintain the Joint Patents outside that are not [*] Joint Patents (the Licensed Territory“Other Joint Patents”) throughout the world, subject at the Parties’ joint cost and expense with respect to the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient, and harmonious as possibleBase Patent Jurisdictions. The Parties ** shall jointly share all costs and expenses of filingto file, prosecuting prosecute and maintaining 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 Patents. The Party that prosecutes a Joint Patent (in any jurisdiction other than the “Prosecuting Party”) shall provide Base Patent Jurisdictions, and the other Party the opportunity does not wish to review pay its 50% share of such costs and comment on any and all expenses in such prosecution efforts regarding the applicable Joint Patent in the particular jurisdictionsjurisdiction, and then such other Party shall provide have the Prosecuting Party reasonable assistance 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 efforts; provided that the Prosecuting jurisdiction. Each prosecuting Party shall have final control over such prosecution efforts after reasonably considering keep the other Party’s commentsParty 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, if any. The Prosecuting Party the “Joint Territories” with respect to such Joint Patent) and shall promptly provide the other Party with a copy of all material communications correspondence received from any Patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responsesconnection therewith. In particularaddition, each prosecuting Party agrees to shall (x) promptly provide the other Party with drafts of all information necessary 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 prior to the submission of such proposed filing or desirable to enable correspondence; and (y) confer with the other Party and take into consideration the other Party’s comments prior to comply 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 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 or maintenance of any duty of candor and/or duty of disclosure requirements [*] 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 authorityRight [*]. Except In case of a disagreement between the Parties with respect to the extent a Party is restricted by the licenses granted by such Party to the other Party under the terms filing, prosecution or maintenance of this Agreement, and/or the other covenants any [*] [*] = Certain confidential information contained in this Agreementdocument, each Party marked by brackets, is omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. Patents in the Joint Territories, the final decision shall be entitled made [*], provided however, that such final decision is not reasonably expected to practice, and grant licenses to Third Parties and Affiliates of such Third Parties to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account be detrimental to the other Party, and the other Party shall consent and hereby consents, without additional consideration, to prosecution or enforcement of any and all such licensesPatent Right [*].

Joint Patents. With respect (i) As between the Parties, (A) Sangamo shall have the first right, but not the obligation, to any potentially patentable Joint Inventionfile, the Parties shall meet and agree upon which Party 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 world. Unless otherwise agreed by , at the Parties, Xxxxxx will prosecute ’ joint cost and maintain any Joint Patents in expense with respect to those jurisdictions set forth on Exhibit J (the Licensed Territory“Base Patent Jurisdictions”), and Onconova will (B) Kite shall have the first right, but not the obligation, to file, prosecute and maintain the Joint Patents outside that are not [*] Joint Patents (the Licensed Territory“Other Joint Patents”) throughout the world, subject at the Parties’ joint cost and expense with respect to the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient, and harmonious as possibleBase Patent Jurisdictions. The Parties ** shall jointly share all costs and expenses of filingto file, prosecuting prosecute and maintaining 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 Patents. The Party that prosecutes a Joint Patent (in any jurisdiction other than the “Prosecuting Party”) shall provide Base Patent Jurisdictions, and the other Party the opportunity does not wish to review pay its 50% share of such costs and comment on any and all expenses in such prosecution efforts regarding the applicable Joint Patent in the particular jurisdictionsjurisdiction, and then such other Party shall provide have the Prosecuting Party reasonable assistance 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 efforts; provided that the Prosecuting jurisdiction. Each prosecuting Party shall have final control over such prosecution efforts after reasonably considering keep the other Party’s commentsParty 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, if any. The Prosecuting Party the “Joint Territories” with respect to such Joint Patent) and shall promptly provide the other Party with a copy of all material communications correspondence received from any Patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responsesconnection therewith. In particularaddition, each prosecuting Party agrees to shall (x) promptly provide the other Party with drafts of all information necessary 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 prior to the submission of such proposed filing or desirable to enable correspondence; and (y) confer with the other Party and take into consideration the other Party’s comments prior to comply 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 or maintenance of any duty of candor and/or duty of disclosure requirements [*] 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 authorityRight [*]. Except In case of a disagreement between the Parties with respect to the extent a Party filing, prosecution or maintenance of any [*] Patents in the Joint Territories, the final decision shall be made [*], provided however, that such final decision is restricted by the licenses granted by such Party not reasonably expected to be detrimental to the other Party under the terms prosecution or enforcement of this Agreement, and/or the other covenants any Patent Right [*]. [*] = Certain confidential information contained in this Agreementdocument, each Party shall be entitled marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to practiceRule 24b-2 of the Securities Exchange Act of 1934, and grant licenses to Third Parties and Affiliates of such Third Parties to practice, the Joint Patents and all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall consent and hereby consents, without additional consideration, to any and all such licensesas amended.

Joint Patents. With The Parties shall reasonably cooperate with respect to, and share the out-of-pocket external cost of, the 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 potentially patentable Joint Inventionparticular territory, including, but not limited to, the costs for filing an international application under the Patent Cooperation Treaty). In connection with the foregoing, the Parties shall meet and agree upon which a lead Party shall prosecute to administer such filing, prosecution, and maintain Patent applications covering maintenance of any such Joint Invention (any such Patent application Patents and any Patents issuing therefrom, a “Joint Patent”) in particular countries and jurisdictions throughout the world. Unless otherwise agreed by the Parties, Xxxxxx will prosecute and maintain any Joint Patents in the Licensed Territory, and Onconova will prosecute and maintain the Joint Patents outside the Licensed Territory, subject to the Parties coordinating their efforts as appropriate to make such prosecution activities as efficient, convenient, and harmonious as possible. The 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 non-lead Party the a reasonably opportunity to review and review, comment on any and all such prosecution efforts regarding the applicable Joint Patent in the particular jurisdictionson, and such other 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. 49 unreasonably withheld) in advance any material filings and correspondence with applicable patent offices with respect thereto. Subject to the licenses granted to each Party shall provide the Prosecuting Party reasonable assistance hereunder in such efforts; provided that the Prosecuting their respective territories, each Party shall have final control over full rights to exploit and license such prosecution efforts after reasonably considering the other Party’s comments, if any. The Prosecuting Party shall provide the other Party with a copy of all material communications from any Patent authority in the applicable jurisdictions regarding Joint Inventions (and the Joint Patent being prosecuted by such PartyPatents), and shall provide drafts without any obligation or requirement of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with any duty of candor and/or duty of disclosure requirements of any Patent authority. Except to the extent a Party is restricted by the licenses granted by such Party an accounting to the other Party under the terms and each Party hereby consents to such exploitation and licensing of this Agreement, and/or the other covenants contained in this Agreement, each Party shall be entitled to practice, for Joint Inventions and grant licenses to Third Parties and Affiliates of such Third Parties to practice, the Joint Patents and all Patents. If either Party determines in its sole discretion to waive its share in a Joint Inventions without restriction Patent in any country or an obligation to account jurisdiction in the world, then the Party may waive such share upon [ * ] days’ prior written notice to the other Party, and the . Such other Party may maintain such Patent(s) in its sole discretion and at its sole expense. For the avoidance of doubt, any Patent(s) in which Teijin waives its share and in which Versartis has the sole right and interest shall consent and hereby consents, without additional consideration, be included in the Versartis Patents licensed hereunder to any and all such licensesTeijin upon Teijin’s payment to Versartis of the patent expenses incurred by Versartis in the Territory related thereto.