Common use of Joint Patents Clause in Contracts

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

Joint Patents. With respect 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, AstraZeneca the Parties will mutually agree upon which Party will have the first right to prosecute such Joint Patent, based on the contribution of each Party to such invention and each Party’s potential interest in products based upon such invention. If the Party having such first right does not wish to prosecute such Joint Patent, it shall inform the other Party promptly, but in any event no later than [***] after the Parties have agreed upon which Party had the first right to prosecute such Joint Patent. If the Party having such first right does not wish to prosecute such Joint Patent, the other Party may, upon written notice to such Party, prosecute such Joint Patent. The Party that prosecutes a Joint Patent pursuant to this Section 5.2(b) (the “prosecuting Party”) will solely bear its own internal costs for such prosecution and will solely bear the external costs for such prosecution (e.g., outside counsel, filing fees, etc.). Licensee will have the first right, but not the obligation, to prepare patent applications based on such Joint Invention, to file and prosecute (including defense infringement of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain any Joint Patents issuing therefromthat is related to the Exclusively Licensed Know-How or a product competitive, in any jurisdictions throughout the Territory. FibroGen shall or potentially competitive, with a Licensed Product; and Licensor will have the corresponding first right, but not the obligation, in any jurisdictions outside to prosecute infringement of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere Patents in the Territory, then AstraZeneca shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or all other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain such Joint Patentcases. The Party that is responsible for preparing, filing, prosecuting, Parties shall first confer and maintaining a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable opportunity to review and comment on mutually agree regarding any such prosecution efforts regarding such Joint Patent, and such other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide the other Party with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZenecainfringement; provided, however, that Licensee shall have the disclaiming party would have an immunity from suit under such FibroGen right, without the consent of Licensor, to assert a Joint Patent against a Third Party in a defense of or counterclaim to any claim or assertion of infringement of a Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect misappropriation of the prosecution of Joint Patents. OutKnow-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally How Controlled by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Third Party, without reimbursement or credit.

Joint Patents. With respect to any potentially patentable Joint Invention, AstraZeneca the Parties shall have the first right, but not the obligation, to prepare patent meet and agree upon which Party shall prosecute and maintain Patent applications based on covering such Joint InventionInvention (any such Patent application and any Patents issuing therefrom, to file a “Joint Patent”) in particular countries and jurisdictions throughout the world. Unless otherwise agreed by the Parties, SymBio will prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Licensed Territory, then AstraZeneca shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, 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 PatentPatents. The Party that is responsible for preparing, filing, prosecuting, and maintaining prosecutes a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable the opportunity to review and comment on any and all such prosecution efforts regarding such the applicable Joint PatentPatent 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 the any duty of candor/candor and/or duty of disclosure requirements of any patent Patent authority. Either Except to the extent a Party may determine that it is no longer interested 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 supporting this Agreement, each Party shall be entitled to practice, and grant licenses to Third Parties and Affiliates of such Third Parties to practice, the continued prosecution Joint Patents and all Joint Inventions without restriction or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by an obligation to account to the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to and the other Party for no shall consent and hereby consents, without additional consideration; , to any and (ii) if all such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or creditlicenses.

Joint Patents. With respect to any potentially patentable Joint Invention(i) As between the Parties, AstraZeneca XXX shall have the first right, but not the obligation, to prepare patent applications based on such Joint Invention, to file and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity right to prepare, file, prosecute and maintain the Joint Patents in the Territory. If XXX decides to cease the prosecution or maintenance of any Joint Patents, it shall timely notify Virobay in writing sufficiently in advance so that Virobay may, at its discretion, assume the responsibility for the prosecution or maintenance of such Joint PatentPatents. Except as provided below, the out-of-pocket costs of such preparation, filing, prosecution and maintenance shall be shared by the Parties equally. (ii) The Party that is responsible for preparing, filing, prosecuting, and maintaining a particular Joint Patent (the “Prosecuting Party”) shall timely provide the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and such other Party shall provide the Prosecuting Party reasonable assistance in such effortsas follows. The Prosecuting Party shall timely provide the other Party with a copy copies of all material communications from any patent authority in the applicable jurisdictions regarding the such Joint Patent being prosecuted by such PartyPatent, and shall timely provide the other Party, for its review and comment, 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 The Prosecuting Party shall consider in good faith and shall implement as appropriate any reasonable comments thereto provided by the other Party in connection with the prosecution of such Joint Patent. The Prosecuting Party shall use Commercially Reasonable Efforts to obtain the broadest claim coverage for such Joint Patent. Each Party agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (iA) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; and (iiB) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Virobay Patent in the case of assignment to FibroGenVirobay, or a AstraZeneca XXX Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or creditXXX.

Joint Patents. With respect to any potentially patentable Joint InventionInventions, AstraZeneca the Parties shall have the first rightmeet and agree in good faith upon which Party shall file, but not the obligation, to prepare patent prosecute and maintain Patent applications based on claiming such Joint Invention, to file Invention in particular countries and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain any Joint Patents issuing therefrom, in any jurisdictions throughout the Territory. FibroGen shall have The Parties will designate one or the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion Party to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain each such Patent application and coordinate their efforts as appropriate to make such prosecution activities as efficient, convenient, and harmonious as possible. All costs and expenses of filing, prosecuting and maintaining a Joint PatentPatent shall be shared equally by the Parties. The Party that is responsible for preparing, filing, prosecuting, and maintaining prosecutes a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable 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 such the applicable Joint PatentPatent in the particular countries and jurisdictions in the Territory, 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 (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 Patent 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 the any duty of candor/candor or duty of disclosure requirements of any patent Patent authority. Either Party may determine that it is no longer interested in supporting Notwithstanding the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shallforegoing, if requested the Prosecuting Party determines in writing by the other Party, assign its ownership interest sole discretion to abandon or not maintain in such Joint Patent in such any country or jurisdiction to of the 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 shall provide the other Party for no additional consideration; with at least [***] prior written notice of such determination and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each other Party shall bear thereafter have the right, but not the obligation, at its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the sole discretion and expense, to continue filing, prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a such Joint Patent, . [***] Confidential treatment requested pursuant to a request for confidential treatment filed with the costs incurred Securities and Exchange Commission. Omitted portions have been filed separately with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or creditCommission.

Joint Patents. With Decisions regarding the Prosecution and Maintenance of Joint Patents shall be made jointly by Pfenex and Hospira through the oversight of the Executive Steering Committee. Upon the identification of a Joint Invention, the Executive Steering Committee shall (i) promptly discuss such Joint Invention and, in the event Hospira and Pfenex reasonably believe that such Joint Invention is patentable, select a mutually acceptable law firm to conduct a patentability assessment for the purpose of determining whether the Joint Invention is patentable, (ii) promptly review the patentability assessment and discuss the desirability of filing a Joint Patent, (iii) make the final decision with respect to any potentially patentable Joint Inventionsuch filings, AstraZeneca shall have including the first rightjurisdictions in which such filings are to be made, but not the obligation, to prepare patent applications based on such Joint Invention, to file and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applicationsas soon as practicable, and to maintain any Joint Patents issuing therefrom(iv) designate the Party (for purposes of this Section 6.3(c), in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain such Joint Patent. The Party that is responsible for preparing, filing, prosecuting, and maintaining a particular Joint Patent (the “Prosecuting Controlling Party”) to be responsible for the Prosecution and Maintenance of such Joint Patents. The Controlling Party shall be responsible, using counsel selected by the Executive Steering Committee, to implement the decisions of the Executive Steering Committee regarding the Prosecution and Maintenance of Joint Patents. The Controlling Party shall provide the other Party reasonable an opportunity to review and comment on such prosecution efforts regarding such upon the text of the applications within the Joint Patent, and such other Party shall provide the Prosecuting Party reasonable assistance in such effortsPatents at least ten (10) Business Days before filing with any patent office. The Prosecuting Controlling Party shall provide the other Party with a copy of all material communications from any each patent authority in the applicable jurisdictions regarding application within the Joint Patent being prosecuted by such PartyPatents as filed, together with notice of its filing date and serial number. The Controlling Party shall keep the other Party advised of the status of all communications, actual and prospective filings or submissions regarding Joint Patents, and shall provide drafts the other Party an opportunity to review and comment on any such communications, filing and submissions proposed to be sent to any patent office. The Controlling Party shall also notify the Executive Steering Committee of the grant of any material filings Joint Patents. The Controlling Party shall not cease the Prosecution and Maintenance, or responses modify the claims, of any Joint Patents in any country, unless approved by the other Party (which approval shall not be unreasonably withheld). All Third Party costs incurred by the Controlling Party for the Prosecution and Maintenance of Joint Patents hereunder shall be shared equally by the Parties. Accordingly, the other Party shall pay to be made the Controlling Party its share [***] of any such [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. Third Party costs not disputed in good faith within thirty (30) days of receipt of an invoice therefor and any disputed amount shall by paid within fifteen (15) days after the resolution of such patent authorities a reasonable amount of time in advance of submitting such filings or responsesdispute pursuant to Sections 10.6 and 13.4. In particular, each The Controlling Party agrees to shall provide the other Party with all information necessary or desirable to enable the other Party to comply any reasonable documentation in connection with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; and (ii) if such assignment is effected, any such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or creditinvoice.

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

Joint Patents. With Decisions regarding the Prosecution and Maintenance of Joint Patents shall be made jointly by Pfenex and Hospira through the oversight of the Executive Steering Committee. Upon the identification of a Joint Invention, the Executive Steering Committee shall (i) promptly discuss such Joint Invention and, in the event Hospira and Pfenex reasonably believe that such Joint Invention is patentable, select a mutually acceptable law firm to conduct a patentability assessment for the purpose of determining whether the Joint Invention is patentable, (ii) promptly review the patentability assessment and discuss the desirability of filing a Joint Patent, (iii) make the final decision with respect to any potentially patentable Joint Inventionsuch filings, AstraZeneca shall have including the first rightjurisdictions in which such filings are to be made, but not the obligation, to prepare patent applications based on such Joint Invention, to file and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applicationsas soon as practicable, and to maintain any Joint Patents issuing therefrom(iv) designate the Party (for purposes of this Section 6.3(c), in any jurisdictions throughout the Territory. FibroGen shall have the corresponding first right, but not the obligation, in any jurisdictions outside of the Territory other than China, in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain such Joint Patent. The Party that is responsible for preparing, filing, prosecuting, and maintaining a particular Joint Patent (the “Prosecuting Controlling Party”) to be responsible for the Prosecution and Maintenance of such Joint Patents. The Controlling Party shall be responsible, using counsel selected by the Executive Steering Committee, to implement the decisions of the Executive Steering Committee regarding the Prosecution and Maintenance of Joint Patents. The Controlling Party shall provide the other Party reasonable an opportunity to review and comment on such prosecution efforts regarding such upon the text of the applications within the Joint Patent, and such other Party shall provide the Prosecuting Party reasonable assistance in such effortsPatents at least ten (10) Business Days before filing with any patent office. The Prosecuting Controlling Party shall provide the other Party with a copy of all material communications from any each patent authority in the applicable jurisdictions regarding application within the Joint Patent being prosecuted by such PartyPatents as filed, together with notice of its filing date and serial number. The Controlling Party shall keep the other Party advised of the status of all communications, actual and prospective filings or submissions regarding Joint Patents, and shall provide drafts of any material filings or responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particular, each Party agrees to provide the other Party with all information necessary an opportunity to review and comment on any such communications, filing and submissions proposed to be sent to any patent office. The Controlling Party shall also notify the Executive Steering Committee of the grant of any Joint Patents. The Controlling Party shall not cease the Prosecution and Maintenance, or desirable to enable modify the claims, of any Joint Patents in any country, unless approved by the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority(which approval shall not be unreasonably withheld). Either All Third Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) the disclaiming Party shall, if requested in writing costs incurred by the other PartyControlling Party for the Prosecution and Maintenance of Joint Patents hereunder shall be shared equally by the Parties. Accordingly, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; and (ii) if such assignment is effected, shall pay to the Controlling Party its share [***] of any such Joint Patent would thereafter be deemed a FibroGen Patent [***] Certain information in this document has been omitted and filed separately with the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdictionSecurities and Exchange Commission. In addition, any Joint Patent that becomes a FibroGen Patent pursuant to the preceding sentence shall be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred Confidential treatment has been requested with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or creditomitted portions.

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

Joint Patents. With respect to any potentially patentable (a) Upon receiving notice of the creation of Joint InventionInventions, AstraZeneca Fate shall have the first right, but not the obligation, to prepare patent applications based on such Joint Invention, to file and prosecute (including defense of any oppositions, interferences, reissue proceedings and reexaminations) such patent applications, and to maintain be responsible for Prosecuting any Joint Patents issuing therefromusing outside legal counsel selected by Fate and reasonably approved by Xxxxxxx. If Fate elects to be responsible for such activities, Fate shall Prosecute any Joint Patents filed in the Territory, in the names of both Fate and Xxxxxxx. Fate shall provide Xxxxxxx an opportunity to review and comment on material documents related to such Prosecution in accordance with this Section 11.2.3, which comments Fate shall consider in good faith. If Fate decides not to be responsible for Prosecuting any jurisdictions throughout the Territory. FibroGen particular Joint Patent in any particular country, Fate shall notify Xxxxxxx in writing and Xxxxxxx shall have the corresponding first right, but not the obligation, to be responsible for such activities in any jurisdictions outside of the Territory other than Chinasuch country. In this case, Xxxxxxx may Prosecute such Joint Patents in respect of which the China Agreement shall govern. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere such country in the Territorynames of both Fate and Xxxxxxx, then AstraZeneca and Xxxxxxx shall provide FibroGen written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen with the opportunity to prepare, file, prosecute and maintain such Joint Patent. The Party that is responsible for preparing, filing, prosecuting, and maintaining a particular Joint Patent (the “Prosecuting Party”) shall provide the other Party reasonable Fate an opportunity to review and comment on material documents related to such prosecution efforts regarding such Prosecution in accordance with this Section 11.2.3, which comments Xxxxxxx shall consider in good faith. Each Party shall at its own cost, sign, or use [***] Efforts to have signed, all legal documents necessary to Prosecute Joint Patent, and such Patents. Each Party shall fully cooperate with the other Party shall provide the Prosecuting Party reasonable assistance in such efforts. The Prosecuting Party shall provide providing the other Party with a copy necessary information in its possession for such Prosecution. (b) The Parties shall share equally (50/50) the reasonable out-of-pocket costs incurred for Prosecution of all material communications from any patent authority in Joint Patents (“Joint Patent Costs”). The Party who is responsible for the applicable jurisdictions regarding Prosecution of the Joint Patent being prosecuted by such Partyshall, and shall provide drafts of any material filings or responses to be made to such through its patent authorities a reasonable amount of time in advance of submitting such filings or responses. In particularcounsel, each Party agrees to provide if applicable, invoice the other Party with all information necessary or desirable to enable for its share of such Joint Patent Costs within [***] days after the end of the month during which such Joint Patent Costs were incurred and the other Party shall pay its share of such Joint Patent Costs to comply the applicable Party or its patent counsel within [***] days after receipt of such invoice. Notwithstanding this Section 11.2.3, if a Party does not wish to bear Joint Patent Costs with the duty of candor/duty of disclosure requirements of any patent authority. Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of respect to a particular Joint Patent in a country or jurisdictioncountry, in which case: (i) the disclaiming such Party shallmay, if requested in writing by providing [***] days prior written notice to the other Party, terminate its obligation to pay such Joint Patent Costs. In this case, such Party shall promptly assign all of its ownership right, title and interest in and to such Joint Patent in such country or jurisdiction to the other Party for no additional consideration; and (ii) if upon such assignment is effected, any other Party’s written request at such Joint Patent would thereafter be deemed a FibroGen Patent in the case of assignment to FibroGen, or a AstraZeneca Patent in the case of assignment to AstraZenecaother Party’s cost; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen Joint Patent or AstraZeneca Patentshall cease being a Joint Patent (but remain a Research Program Inventions and, as the case may besuch, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen Patent pursuant subject to the preceding sentence Research Program Inventions Cross License) and shall be excluded from deemed either a Fate Patent solely owned by Fate if Xxxxxxx is the license granted to AstraZeneca in Section 7.1. Each assigning Party shall bear its own internal costs in respect of or a Patent solely owned by Xxxxxxx if Fate is the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by AstraZeneca and FibroGen. In the event a Party elects to disclaim its interest in a Joint Patentassigning Party. (c) Subsection (a) above notwithstanding, the costs incurred with respect to those Joint Patents that (i) Cover the composition of matter of the Licensed Collaboration Candidate or the Licensed Product containing the Licensed Collaboration Candidate, or of the Precursor iPSC, Master iPSC Bank or CD34 Composition corresponding to such Licensed Collaboration Candidate, and (ii) definitively recite (in the claims) a Xxxxxxx Antigen Binding Domain or any Close Homolog thereof (“Joint Product-Specific Patents”), the Parties will treat a Joint Product-Specific Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or creditunder this Section 11.2.3 as if it were in all respects a Fate Product-Specific Patent.

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