Common use of Joint Patents Clause in Contracts

Joint Patents. (i) Subject to Section 6.2(b)(ii), Poseida shall be responsible for and control the preparation, filing, prosecution and maintenance of all patents and patent applications within the Joint Patents, […***…]; provided, however, that Poseida shall (A) provide all information reasonably requested by Genus with respect to the Joint Patents, (B) promptly notify Genus in writing with respect to all significant developments regarding the Joint Patents, (C) promptly provide Genus with a copy of each material communication from any patent authority regarding the Joint Patents, and (D) provide Genus with drafts of each material filing (including draft patent applications and responses to office actions and similar filings) with respect to the Joint Patents a reasonable amount of time in advance of the anticipated filing date and shall, prior to filing, consider Genus’ reasonable comments in good faith. (ii) In the event that Poseida determines not to file, maintain or continue prosecution of any patent or patent application within the Joint Patents, Poseida shall provide Genus written notice thereof at least […***…] days before the applicable deadline. Upon receipt of such notice, Genus shall have the right, but not the obligation, at its expense, to assume responsibility for filing, prosecuting, and maintaining such patents and patent applications. If Genus decides to assume such responsibility, in its sole discretion, it shall so notify Poseida in writing. (iii) As soon as practicable after receipt of the notice from Genus described in Section 6.2(b)(ii), Poseida shall transfer the existing, complete patent files for all applicable patents and patent applications to Genus, shall file all documents necessary to transfer correspondence with the U.S. Patent and Trademark Office and other applicable patent authorities to Genus and shall give Genus’ patent counsel power of attorney thereto. Poseida shall cooperate with Genus in the transfer of all prosecution and maintenance responsibilities relating to the Joint Patents.

Joint Patents. Subject to Section 5.8: (i) Subject With respect to Section 6.2(b)(ii)each Joint Invention, Poseida as between AVEO and Pharmstandard, Pharmstandard shall prepare, file, prosecute and maintain the corresponding Joint Patents in the Pharmstandard Territory, and AVEO shall prepare, file, prosecute and maintain the corresponding Joint Patents in the AVEO Territory. Pharmstandard shall be responsible for paying one hundred percent (100%) of the prosecution and maintenance costs with respect to Joint Patents in the Pharmstandard Territory and AVEO shall be responsible for paying one hundred percent (100%) of the prosecution and maintenance costs with respect to Joint Patents in the AVEO Territory. (ii) AVEO shall have the right to review and comment upon Pharmstandard’s prosecution and maintenance of Joint Patents in the Pharmstandard Territory, and Pharmstandard shall have the right to review and comment upon AVEO’s prosecution and maintenance of Joint Patents in the AVEO Territory. The Party responsible for prosecution and maintenance (the “Prosecuting Party”) of Joint Patents shall provide (or have provided by its patent attorney) to the other Party, a copy of each substantive communication received from any patent authority, and a copy of each proposed submission to a patent authority regarding a Joint Patent reasonably in advance (but no less than [**] days for the other Party’s review) of making such filing. Furthermore, the Prosecuting Party agrees to: (A) keep the other Party reasonably informed with respect to such activities; (B) consult with the other Party regarding such matters, including the final abandonment of any Joint Patent claims; and (C) reasonably consider the other Party’s comments. (iii) If the Prosecuting Party determines to abandon or not maintain any Joint Patent in any country, then such Prosecuting Party shall provide the other Party with at least [**] days’ prior written notice before the Prosecuting Party takes any action to implement or act on such determination (or such other period of time reasonably necessary to allow the other Party to assume such responsibilities). If the other Party requests, the other Party shall have the right, at its expense, to control the preparation, filing, prosecution and maintenance of all patents and patent applications within the Joint Patents, […***…]; provided, however, Patent that Poseida shall (A) provide all information reasonably requested by Genus with respect to the Joint Patents, (B) promptly notify Genus would otherwise have gone abandoned in writing with respect to all significant developments regarding the Joint Patents, (C) promptly provide Genus with a copy of each material communication from any patent authority regarding the Joint Patents, and (D) provide Genus with drafts of each material filing (including draft patent applications and responses to office actions and similar filings) with respect to the Joint Patents a reasonable amount of time in advance of the anticipated filing date and shall, prior to filing, consider Genus’ reasonable comments in good faith. (ii) In the event that Poseida determines not to file, maintain or continue prosecution of any patent or patent application within the Joint Patents, Poseida such country. The Prosecuting Party shall provide Genus written notice thereof at least […***…] days before such other Party with reasonable assistance necessary for the applicable deadline. Upon receipt of such notice, Genus shall have the right, but not the obligation, at its expense, to assume responsibility for filing, prosecuting, and maintaining such patents and patent applications. If Genus decides other Party to assume such responsibilityresponsibilities, in its sole discretion, it shall so notify Poseida in writing. (iii) As soon as practicable after receipt including execution and delivery of the notice from Genus described in Section 6.2(b)(ii), Poseida shall transfer the existing, complete patent files for all applicable patents and patent applications to Genus, shall file all documents necessary to transfer correspondence with the U.S. Patent and Trademark Office respective powers of attorney and other applicable patent authorities to Genus and shall give Genus’ patent counsel power of attorney thereto. Poseida shall cooperate with Genus in the transfer of all prosecution and maintenance responsibilities relating to the Joint Patentsdocuments.

Joint Patents. (i) Subject to Section 6.2(b)(ii9.4.1(a) (Product-Specific Patents and Genzyme Program Patents) and Section 9.4.1(b) (Licensed Product Patents), Poseida shall be responsible with respect to any Joint Patent (other than Product-Specific Patents and Licensed Product Patents), the JPC will designate one Party (the “Responsible Party”) who will have primary responsibility for and control the preparation, filing, prosecution and maintenance of all patents any such Joint Patent in the Territory (in both Genzyme’s and Isis’ name), using patent applications within counsel selected by the JPC or otherwise agreed by the Parties. If the JPC has disbanded, the Parties will mutually agree on a Responsible Party. Each Party will assist the Responsible Party in the preparation, filing, prosecution and maintenance of such Joint Patents, […***…]; provided, however, that Poseida shall . The Responsible Party will consult with and keep the other Party (Athrough the JPC if possible) provide all information reasonably requested by Genus with respect informed of important issues relating to the Joint Patentspreparation, (B) promptly notify Genus in writing with respect to all significant developments regarding the Joint Patentsfiling, (C) promptly provide Genus with a copy prosecution and maintenance of each material communication from any patent authority regarding the Joint Patents, and (D) provide Genus with drafts of each material filing (including draft patent applications and responses to office actions and similar filings) with respect to the Joint Patents (other than Product-Specific Patents or Licensed Product Patents) and will furnish the other Party (through the JPC if possible) with copies of documents relevant to such preparation, filing, prosecution or maintenance in sufficient time prior to filing such document or making any payment due thereunder to allow for review and comment by the other Party and, to the extent possible in the reasonable exercise of its discretion, [**] = Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. the Responsible Party will incorporate all such comments. If the Responsible Party decides to discontinue the preparation, filing, prosecution or maintenance of a Joint Patent (other than a Product-Specific Patent or Licensed Product Patent), the Responsible Party will notify the other Party at least sixty (60) days prior to any deadline that, if missed, would materially prejudice the Joint Patent, and the other Party will have the right to prepare, file, prosecute and maintain such Patent. The Parties will share equally the reasonable amount of time in advance costs and expenses of the anticipated filing date and shallpreparation, prior to filing, consider Genus’ reasonable comments in good faith. (ii) In the event that Poseida determines not to file, maintain or continue prosecution of any patent or patent application within the Joint Patents, Poseida shall provide Genus written notice thereof at least […***…] days before the applicable deadline. Upon receipt of such notice, Genus shall have the right, but not the obligation, at its expense, to assume responsibility for filing, prosecuting, and maintaining such patents and patent applications. If Genus decides to assume such responsibility, in its sole discretion, it shall so notify Poseida in writing. (iii) As soon as practicable after receipt of the notice from Genus described in Section 6.2(b)(ii), Poseida shall transfer the existing, complete patent files for all applicable patents and patent applications to Genus, shall file all documents necessary to transfer correspondence with the U.S. Patent and Trademark Office and other applicable patent authorities to Genus and shall give Genus’ patent counsel power of attorney thereto. Poseida shall cooperate with Genus in the transfer of all prosecution and maintenance responsibilities relating of such Joint Patents (other than Product-Specific Patents and Licensed Product Patents), and such costs and expenses will be considered Program Costs. Neither Party will make any statements or omissions or take any other action during prosecution or enforcement of any Joint Patent (other than Product-Specific Patents and Licensed Product Patents) which admits or concedes that any of the Licensed Patents (or any Product-Specific Patent) is invalid or unenforceable, which adversely affects or limits the scope of any claims in any such Patent, or which adversely affects the other Party’s rights under this Agreement in any way, without the prior written consent of the other Party. For clarity, this Section 9.4.1(d) does not apply to the Joint Patents that are Product-Specific Patents or Licensed Product Patents, which are governed by Section 9.1 (Product-Specific Patents) and Section 9.4.1(a) and Section 9.4.1(b) above, but does apply to Joint Patents that are Isis Core Technology Patents or Isis Manufacturing and Analytical Patents.

Joint Patents. Subject to Section 5.8: (i) Subject With respect to Section 6.2(b)(ii)each Joint Invention, Poseida as between AVEO and Partner, Partner shall prepare, file, prosecute and maintain the corresponding Joint Patents in the Partner Territory, and AVEO shall prepare, file, prosecute and maintain the corresponding Joint Patents in the AVEO Territory and KHK Territory provided that the Parties shall mutually agree on which Party shall file the initial patent application disclosing any Joint Invention and shall mutually agree as to the content and scope of such first filing and shall share the costs equally. Partner shall be responsible for and control paying one hundred percent (100%) of the preparation, filing, prosecution and maintenance of all patents and patent applications within the Joint Patents, […***…]; provided, however, that Poseida shall (A) provide all information reasonably requested by Genus costs with respect to Joint Patents in the Joint Patents, Partner Territory and AVEO shall be responsible for paying one hundred percent (B100%) promptly notify Genus in writing of the prosecution and maintenance costs with respect to all significant developments regarding the Joint Patents, (C) promptly provide Genus with a copy of each material communication from any patent authority regarding the Joint Patents, and (D) provide Genus with drafts of each material filing (including draft patent applications and responses to office actions and similar filings) with respect to the Joint Patents a reasonable amount of time in advance of the anticipated filing date AVEO Territory and shall, prior to filing, consider Genus’ reasonable comments in good faithKHK Territory. (ii) In AVEO shall have the event that Poseida determines not right to filereview and comment upon Partner’s prosecution and maintenance of Joint Patents in the Partner Territory, maintain and Partner shall have the right to review and comment upon AVEO’s prosecution and maintenance of Joint Patents in the AVEO Territory and KHK Territory. The Party responsible for prosecution and maintenance (the “Prosecuting Party”) of Joint Patents shall provide (or continue prosecution have provided by its patent attorney) to the other Party, a copy of each substantive communication received from any patent authority, and a copy of each proposed submission to a patent authority regarding a Joint Patent reasonably in advance (but no less than thirty (30) days for the other Party’s review) of making such filing. Furthermore, the Prosecuting Party agrees to: (A) keep the other Party reasonably informed with respect to such activities; (B) consult with the other Party regarding such matters, including the final abandonment of any patent Joint Patent claims; and (C) reasonably consider the other Party’s comments. (iii) If the Prosecuting Party determines to abandon or patent application within the not maintain any Joint PatentsPatent, Poseida then such Prosecuting Party shall provide Genus the other Party with at least sixty (60) days’ prior written notice thereof at least […***…] days before the applicable deadline. Upon receipt of such noticedetermination (or such other period of time reasonably necessary to allow the other Party to assume such responsibilities). If the other Party requests, Genus the other Party shall have the right, but not the obligation, at its expense, to assume responsibility for control the filing, prosecuting, and maintaining such patents and patent applications. If Genus decides to assume such responsibility, in its sole discretion, it shall so notify Poseida in writing. (iii) As soon as practicable after receipt of the notice from Genus described in Section 6.2(b)(ii), Poseida shall transfer the existing, complete patent files for all applicable patents and patent applications to Genus, shall file all documents necessary to transfer correspondence with the U.S. Patent and Trademark Office and other applicable patent authorities to Genus and shall give Genus’ patent counsel power of attorney thereto. Poseida shall cooperate with Genus in the transfer of all prosecution and maintenance responsibilities relating to the Joint Patents.and

Joint Patents. Amgen shall have responsibility and control, using outside patent counsel mutually agreeable to the Parties, for the preparation, filing, prosecution (iincluding any interferences, reissue proceedings and reexaminations) Subject and maintenance of Joint Patents using efforts and care consistent with the standard set forth in Section 9.2.1. Predix shall have the right to Section 6.2(b)(ii), Poseida shall be responsible for review and control the comment on such preparation, filing, prosecution and maintenance of all patents and patent applications within the Joint PatentsPatents and Amgen will consult with and reasonably consider in good xxxxx Xxxxxx'x comments thereon. To that end, Amgen shall instruct such outside counsel to furnish Predix PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE EXCHANGE ACT; […***…]; provided, however, that Poseida shall (A) provide all information ] DENOTES OMISSIONS. with a reasonably requested by Genus with respect complete draft of each submission to the Joint Patents, (B) promptly notify Genus in writing with respect to all significant developments a patent authority regarding the Joint PatentsPatents no later than twenty (20) days prior to the date such submission is proposed to be made, or if given less than twenty (C20) promptly days to respond by the applicable patent authority or Law as soon as practicable. Additionally, Amgen shall instruct such outside counsel to provide Genus Predix with a copy of each material communication submission made to and document received from any a patent authority regarding the any Joint PatentsPatents reasonably promptly after making such filing or receiving such document. Amgen shall not knowingly take any action during filing, and (D) provide Genus with drafts prosecution or maintenance of each material filing (including draft patent applications and responses to office actions and similar filings) with respect to the Joint Patents that would materially adversely affect them (including in claim scope), without prior notice to Predix. From time to time, Predix may request in writing that Amgen file a reasonable amount Joint Patents in a particular country and within thirty (30) days thereafter, Amgen will notify Predix in writing of time in advance of the anticipated filing date and shall, prior whether or not Amgen elects to filing, consider Genus’ reasonable comments in good faith. (ii) In the event do so; provided that Poseida determines not to file, maintain or continue prosecution of any patent or patent application within the Joint Patents, Poseida shall provide Genus written notice thereof at least […***…*****] days before shall [********] by the applicable deadlinestandard set forth in [********]. Upon receipt of If Amgen notifies Predix that Amgen has determined not to file such noticeJoint Patent in such country, Genus then Predix shall have the right, but not the obligation, at its expense, to assume responsibility for filingand control (using outside patent counsel mutually acceptable to the Parties), prosecutingat Predix's cost, to prepare, file, prosecute and maintaining maintain such patents Joint Patent in such country. In such event, the rights and patent applications. If Genus decides to assume such responsibility, in its sole discretion, it shall so notify Poseida in writing. (iii) As soon as practicable after receipt obligations of the notice from Genus described Parties under Section 9.2.2 shall thereafter apply to such Joint Patent in Section 6.2(b)(ii), Poseida shall transfer the existing, complete patent files for all applicable patents and patent applications to Genus, shall file all documents necessary to transfer correspondence with the U.S. Patent and Trademark Office and other applicable patent authorities to Genus and shall give Genus’ patent counsel power of attorney thereto. Poseida shall cooperate with Genus in the transfer of all prosecution and maintenance responsibilities relating to the Joint Patentssuch country.

Joint Patents. (i) Subject to Section 6.2(b)(ii), Poseida shall be Arena will have the sole responsible for and control the preparation, filing, prosecution and maintenance of all patents and conducting or defending any interferences or similar proceedings and in obtaining and maintaining any patent applications within extensions, supplementary protection certificates and the Joint Patents, […***…]; provided, however, that Poseida shall (A) provide all information reasonably requested by Genus like with respect to the Arena Joint Patents. J&J will have the sole responsible for the preparation, (B) promptly notify Genus filing, prosecution and maintenance and conducting or defending any interferences or similar proceedings and in writing with respect to all significant developments regarding the Joint Patents, (C) promptly provide Genus with a copy of each material communication from obtaining and maintaining any patent authority regarding extensions, supplementary protection certificates and the Joint Patents, and (D) provide Genus with drafts of each material filing (including draft patent applications and responses to office actions and similar filings) like with respect to the J&J Joint Patents Patents. The Party conducing the Joint Patent Prosecution of a Joint Patent will consult with the other Party as to the prosecution strategy and will keep such Party informed as to the progress and all activities relating to the Joint Patent Prosecution, including providing to the Party copies of all proposed filings and patent office responses and of all office actions and other material communications from patent offices relating to such prosecution efforts a reasonable amount of time in advance of any proposed filing or required response, and such Party will have the anticipated filing date right to comment on any such filings and shallresponses. The prosecuting Party will consider in good faith the requests and suggestions of the other Party with respect to such filings or responses and the strategies and activities relating to such Joint Patent Prosecution. If the prosecuting Party intends to abandon any Joint Patent that it is responsible for, such Party will provide reasonable prior written notice to the other Party of such intention to abandon or decline responsibility (which notice will, in any event, be given no later than 60 days prior to filingthe next deadline for any action that may be taken with respect to such Joint Patent with the U.S. Patent & Trademark Office or any foreign patent office), consider Genus’ reasonable comments in good faith. (ii) In and the event that Poseida determines not to file, maintain or continue prosecution of any patent or patent application within the Joint Patents, Poseida shall provide Genus written notice thereof at least […***…] days before the applicable deadline. Upon receipt of such notice, Genus shall other Party will have the right, but not the obligation, at its expense, to assume responsibility for filingprepare, prosecutingfile, prosecute, and maintaining maintain such patents Joint Patent. Except as set forth below, *********************** *********** **************************************. As to any particular Joint Patent in a country or jurisdiction that *********************************************************** for the ongoing prosecution and/or maintenance of such Joint Patent, such Joint Patent will be excluded from the scope of all license rights granted to J&J under Section 5.1, J&J will effect the assignment of all of its right, title and patent applications. If Genus decides interest in such Joint Patent to assume such responsibilityArena by executing all necessary documents, in its sole discretion, it shall so notify Poseida in writing. (iii) As soon as practicable after receipt of the notice from Genus described in Section 6.2(b)(ii), Poseida shall transfer the existing, complete patent files for and J&J will lose all applicable patents and patent applications to Genus, shall file all documents necessary to transfer correspondence with the U.S. Patent and Trademark Office and other applicable patent authorities to Genus and shall give Genus’ patent counsel power of attorney thereto. Poseida shall cooperate with Genus rights in the transfer of all prosecution and maintenance responsibilities relating to the applicable country or jurisdiction under such Joint PatentsPatent.

Joint Patents. The parties shall mutually agree, on a Joint Invention-by-Joint Invention basis, which of the parties will have the first right and responsibility to prepare, file, prosecute and maintain Joint Patents claiming a Joint Invention (i) Subject to Section 6.2(b)(iithe party with such first right and responsibility, the “First Party”); provided, Poseida however, that Company shall be responsible for the First Party with respect to any Joint Patent that claims or discloses any CAB ACT Preparation or CAB ACT Treatment. The First Party shall use counsel reasonably acceptable to the other party, and, unless otherwise agreed by the parties in writing, the parties shall share equally the reasonable and control documented expenses of preparing, filing, prosecuting and maintaining such Joint Patents. The First Party shall consult with the other party as to the preparation, filing, prosecution and maintenance of all patents and patent applications within the Joint PatentsPatents reasonably prior to any deadline or action with any patent office, […***…]; provided, however, that Poseida and shall (A) provide all information reasonably requested by Genus with respect furnish to the Joint Patentsother party copies of all relevant drafts and documents reasonably in advance of such consultation. The First Party shall keep the other party reasonably informed of progress with regard to the preparation, (B) promptly notify Genus in writing with respect to all significant developments regarding the Joint Patentsfiling, (C) promptly provide Genus with a copy prosecution and maintenance of each material communication from any patent authority regarding the such Joint Patents, and (D) shall provide Genus with drafts of each material filing (including draft patent applications and responses to office actions and similar filings) with respect to the Joint Patents other party copies of all material patent office submissions within a reasonable amount of time in advance of the anticipated filing date and shall, prior to filing, consider Genus’ reasonable comments in good faith. (ii) following submission thereof by such party. In the event that Poseida determines not the First Party desires to file, maintain abandon or continue cease prosecution or maintenance of any patent or patent application within such Joint Patent, the Joint Patents, Poseida First Party shall provide Genus written notice thereof at least […***…] days before to the applicable deadline. Upon receipt other party of such noticeintention to abandon promptly after the First Party makes such determination (which notice shall be given no later than 90 days (or for Xxxxx-Xxxxxx actions, Genus or the equivalent thereof, 30 days) prior to the next deadline for any action that must be taken with respect to such Joint Patent in the relevant patent office). In such case, the other party shall have the right, but not in its discretion, exercisable upon written notice to the obligation, at its expensefirst party delivered no later than 30 days after receipt of notice from the first party, to assume responsibility for filing, prosecuting, and maintaining such patents and patent applications. If Genus decides to assume such responsibility, in its sole discretion, it shall so notify Poseida in writing. (iii) As soon as practicable after receipt of the notice from Genus described in Section 6.2(b)(ii), Poseida shall transfer the existing, complete patent files for all applicable patents and patent applications to Genus, shall file all documents necessary to transfer correspondence with the U.S. Patent and Trademark Office and other applicable patent authorities to Genus and shall give Genus’ patent counsel power of attorney thereto. Poseida shall cooperate with Genus in the transfer of all prosecution and maintenance responsibilities relating to the of such Joint PatentsPatent, at its sole cost and expense and by counsel of its own choice.

Joint Patents. (i) Subject As between the Parties, (A) GSK shall have the first right, at its option and subject to Section 6.2(b)(ii‎7.2(c)(ii), Poseida to control the preparation, filing, prosecution, defense (including any declaratory judgment, interferences, reissue proceedings, derivation proceedings, reexaminations, oppositions, revocation actions, cancellations, inter partes review, post-grant review and any similar proceedings before any Governmental Body in the GSK Territory) and maintenance of all Joint Patents in the GSK Territory, at its sole cost and expense and (B) Scynexis shall be responsible for have the first right, at its option and subject to Section ‎7.2(c)(ii), to control the preparation, filing, prosecution defense (including any declaratory judgment, interferences, reissue proceedings, derivation proceedings, reexaminations, oppositions, revocation actions, cancellations, inter partes review, post-grant review and any similar proceedings before any Governmental Body in the Excluded Territory) and maintenance of any Joint Patent in the Excluded Territory, at its sole cost and expense. Notwithstanding the foregoing, GSK shall have the first right, at its option and subject to Section ‎7.2(c)(ii), to control the preparation, filing, prosecution and maintenance of all patents any initial applications for Joint Patents (i.e., any provisional Patent application and patent applications within the Joint Patents, […***…]any international Patent Cooperation Treaty (PCT) Patent application); provided, however, that Poseida GSK shall (A) provide all information reasonably requested by Genus confer with respect Scynexis and consider in good faith Scynexis’s comments prior to the filing applications for such initial Joint Patents, provided further that Scynexis shall provide such comments within [***] (B[***]) promptly notify Genus in writing with respect to all significant developments regarding (or a shorter period reasonably designated by GSK if [***] ([***]) is not practicable given the Joint Patents, (Cfiling deadline) promptly provide Genus with a copy of each material communication receiving the draft filings from any patent authority regarding the Joint Patents, and (D) provide Genus with drafts of each material filing (including draft patent applications and responses to office actions and similar filings) with respect to the Joint Patents a reasonable amount of time in advance of the anticipated filing date and shall, prior to filing, consider Genus’ reasonable comments in good faithGSK. (ii) In Either Party (the event that Poseida determines not to file, maintain “Prosecuting Party”) may abandon or continue cease prosecution or maintenance of any patent Joint Patent in any jurisdiction within its applicable Territory in its sole discretion; provided that, if the Prosecuting Party determines to abandon or patent application cease prosecution or maintenance of any Joint Patent in any jurisdiction within the Joint Patentsits applicable Territory, Poseida it shall provide Genus reasonable prior written notice thereof at least to the other Party (the “Non‑Prosecuting Party”) of such intention to abandon (which notice shall, to the extent possible, be given no later than […***…] days before ([***]) prior to the applicable deadlinenext deadline for any action that must be taken with respect to any such Joint Patent with respect to the relevant patent authority). Upon receipt In such case, upon the Non-Prosecuting Party’s written election provided no later than [***] ([***]) after such notice from the Prosecuting Party, the Non-Prosecuting Party may assume prosecution and maintenance of such notice, Genus shall have the right, but not the obligation, Joint Patent at its sole cost and expense, to assume responsibility for filing, prosecuting, and maintaining such patents and patent applications. If Genus decides to assume the Non-Prosecuting Party does not provide such responsibilityelection within [***] ([***]) after such notice from the Prosecuting Party, the Prosecuting Party may, in its sole discretion, it shall so notify Poseida in writing. (iii) As soon as practicable after receipt of the notice from Genus described in Section 6.2(b)(ii), Poseida shall transfer the existing, complete patent files for all applicable patents and patent applications to Genus, shall file all documents necessary to transfer correspondence with the U.S. Patent and Trademark Office and other applicable patent authorities to Genus and shall give Genus’ patent counsel power of attorney thereto. Poseida shall cooperate with Genus in the transfer of all continue prosecution and maintenance responsibilities relating to the of such Joint PatentsPatent or discontinue prosecution and maintenance of such Joint Patent.

Joint Patents. Galapagos shall have the first right and authority to prepare, file, prosecute (i) Subject including any opposition in the European Patent Office but not including the defense of any Inter Partes Reviews, Post Grant Reviews, interferences, reissue proceedings, reexaminations and other post-grant proceedings originating in a patent office, which proceedings shall be treated as though an enforcement right subject to Section 6.2(b)(ii), Poseida 9.3) and maintain the Joint Patents in any jurisdiction in the Territory using counsel of its choice. The Parties shall be responsible […***…] all Patent Costs incurred in connection with the foregoing activities for and control the Joint Patents. Galapagos shall keep Gilead reasonably informed of all material matters relating to the preparation, filing, prosecution and maintenance of the Joint Patents in the Major Markets (including providing Gilead with copies of all patents material correspondence with the applicable patent office from countries or corresponding authorities within the Major Markets) and patent applications shall reasonably consider in good faith any comments provided by Gilead with respect to such submissions. In the event that either Party elects not to continue sharing such Patent Costs for any Patent within the Joint Patents, […***…]; providedsuch Party shall notify the other Party, howeverand: (i) if such notifying Party is Galapagos, that Poseida shall (A) provide all information reasonably requested by Genus with respect to the Joint Patents, (B) promptly notify Genus in writing with respect to all significant developments regarding the Joint Patents, (C) promptly provide Genus with a copy of each material communication from any patent authority regarding the Joint Patents, and (D) provide Genus with drafts of each material filing (including draft patent applications and responses to office actions and similar filings) with respect to the Joint Patents a reasonable amount of time in advance of the anticipated filing date and shall, prior to filing, consider Genus’ reasonable comments in good faith. (ii) In the event that Poseida determines not to file, maintain or continue prosecution of any patent or patent application within the Joint Patents, Poseida Galapagos shall provide Genus written notice thereof Gilead with at least […***…] days before the applicable deadline. Upon receipt written notification thereof prior to any date of an action needed to maintain material rights in such noticePatent, Genus (B) Gilead shall have the right, but not the obligation, at its expense, to assume responsibility for preparation, filing, prosecuting, and maintaining such patents and patent applications. If Genus decides to assume such responsibility, in its sole discretion, it shall so notify Poseida in writing. (iii) As soon as practicable after receipt of the notice from Genus described in Section 6.2(b)(ii), Poseida shall transfer the existing, complete patent files for all applicable patents and patent applications to Genus, shall file all documents necessary to transfer correspondence with the U.S. Patent and Trademark Office and other applicable patent authorities to Genus and shall give Genus’ patent counsel power of attorney thereto. Poseida shall cooperate with Genus in the transfer of all prosecution and maintenance responsibilities relating and all related Patent Costs of such Joint Patent by written notice to Galapagos not later than […***…] days following such written notification from Galapagos, and (C) if Gilead so assumes prosecution, then Galapagos shall promptly assign to Gilead all right title and interest therein; and (ii) if such notifying Party is Gilead (A) Galapagos shall have the right to assume preparation, filing, prosecution and maintenance and all related Patent Costs of such Joint PatentsPatents by written notice to Gilead not later than […***…] days following such notification from Gilead, and (B) if Galapagos so assumes prosecution, then Gilead shall promptly assign to Gilead all right title and interest therein. * Confidential Information, indicated by […***…], has been omitted from this filing and filed separately with the Securities and Exchange Commission.

Joint Patents. Subject to Section 5.8: (i) Subject With respect to Section 6.2(b)(ii)each Joint Invention, Poseida as between AVEO and Partner, Partner shall prepare, file, prosecute and maintain the corresponding Joint Patents in the Partner Territory, and AVEO shall prepare, file, prosecute and maintain the corresponding Joint Patents in the AVEO Territory and KHK Territory provided that the Parties shall mutually agree on which Party shall file the initial patent application disclosing any Joint Invention and shall mutually agree as to the content and scope of such first filing and shall share the costs equally. Partner shall be responsible for paying one hundred percent (100%) of the prosecution and maintenance costs with respect to Joint Patents in the Partner Territory and AVEO shall be responsible for paying one hundred percent (100%) of the prosecution and maintenance costs with respect to Joint Patents in the AVEO Territory and KHK Territory. (ii) AVEO shall have the right to review and comment upon Partner’s prosecution and maintenance of Joint Patents in the Partner Territory, and Partner shall have the right to review and comment upon AVEO’s prosecution and maintenance of Joint Patents in the AVEO Territory and KHK Territory. The Party responsible for prosecution and maintenance (the “Prosecuting Party”) of Joint Patents shall provide (or have provided by its patent attorney) to the other Party, a copy of each substantive communication received from any patent authority, and a copy of each proposed submission to a patent authority regarding a Joint Patent reasonably in advance (but no less than thirty (30) days for the other Party’s review) of making such filing. Furthermore, the Prosecuting Party agrees to: (A) keep the other Party reasonably informed with respect to such activities; (B) consult with the other Party regarding such matters, including the final abandonment of any Joint Patent claims; and (C) reasonably consider the other Party’s comments. (iii) If the Prosecuting Party determines to abandon or not maintain any Joint Patent, then such Prosecuting Party shall provide the other Party with at least sixty (60) days’ prior written notice of such determination (or such other period of time reasonably necessary to allow the other Party to assume such responsibilities). If the other Party requests, the other Party shall have the right, at its expense, to control the preparation, filing, prosecution and maintenance of all patents and patent applications within the Joint PatentsPatent that would otherwise have gone abandoned, […***…]; provided, however, that Poseida shall (A) provide all information reasonably requested by Genus with respect to the Joint Patents, (B) promptly notify Genus in writing with respect to all significant developments regarding the Joint Patents, (C) promptly provide Genus with a copy of each material communication from without affecting any patent authority regarding the Joint Patents, and (D) provide Genus with drafts of each material filing (including draft patent applications and responses to office actions and similar filings) with respect to the Joint Patents a reasonable amount of time in advance of the anticipated filing date and shall, prior to filing, consider Genus’ reasonable comments other financial terms set forth in good faiththis Agreement. (ii) In the event that Poseida determines not to file, maintain or continue prosecution of any patent or patent application within the Joint Patents, Poseida shall provide Genus written notice thereof at least […***…] days before the applicable deadline. Upon receipt of such notice, Genus shall have the right, but not the obligation, at its expense, to assume responsibility for filing, prosecuting, and maintaining such patents and patent applications. If Genus decides to assume such responsibility, in its sole discretion, it shall so notify Poseida in writing. (iii) As soon as practicable after receipt of the notice from Genus described in Section 6.2(b)(ii), Poseida shall transfer the existing, complete patent files for all applicable patents and patent applications to Genus, shall file all documents necessary to transfer correspondence with the U.S. Patent and Trademark Office and other applicable patent authorities to Genus and shall give Genus’ patent counsel power of attorney thereto. Poseida shall cooperate with Genus in the transfer of all prosecution and maintenance responsibilities relating to the Joint Patents.

Joint Patents. The parties shall mutually agree, on a Joint Invention-by-Joint Invention basis, which of the parties will have the first right and responsibility to prepare, file, prosecute and maintain Joint Patents claiming a Joint Invention. The party with such first right and responsibility (ithe “First Party”) Subject shall use counsel reasonably acceptable to Section 6.2(b)(ii)the other party, Poseida and, unless otherwise agreed by the parties in writing, the parties shall be responsible for share equally the reasonable and control documented expenses of preparing, filing, prosecuting and maintaining such Joint Patents. The First Party shall consult with the other party as to the preparation, filing, prosecution and maintenance of all patents and patent applications within the Joint PatentsPatents reasonably prior to any deadline or action with any patent office, […***…]; provided, however, that Poseida and shall (A) provide all information reasonably requested by Genus with respect furnish to the Joint Patentsother party copies of all relevant drafts and documents reasonably in advance of such consultation. The First Party shall keep the other party reasonably informed of progress with regard to the preparation, (B) promptly notify Genus in writing with respect to all significant developments regarding the Joint Patentsfiling, (C) promptly provide Genus with a copy prosecution and maintenance of each material communication from any patent authority regarding the such Joint Patents, and (D) shall provide Genus with drafts of each material filing (including draft patent applications and responses to office actions and similar filings) with respect to the Joint Patents other party copies of all material patent office submissions within a reasonable amount of time in advance of the anticipated filing date and shall, prior to filing, consider Genus’ reasonable comments in good faith. (ii) following submission thereof by such party. In the event that Poseida determines not the First Party desires to file, maintain abandon or continue cease prosecution or maintenance of any patent or patent application within such Joint Patent, the Joint Patents, Poseida First Party shall provide Genus written notice thereof at least […***…] days before to the applicable deadline. Upon receipt other party of such noticeintention to abandon promptly after the First Party makes such determination (which notice shall be given no later than 90 days (or for Xxxxx-Xxxxxx actions, Genus or the equivalent thereof, 30 days) prior to the next deadline for any action that must be taken with respect to such Joint Patent in the relevant patent office). In such case, the other party shall have the right, but not in its discretion, exercisable upon written notice to the obligation, at its expensefirst party delivered no later than 30 days after receipt of notice from the first party, to assume responsibility for filing, prosecuting, and maintaining such patents and patent applications. If Genus decides to assume such responsibility, in its sole discretion, it shall so notify Poseida in writing. (iii) As soon as practicable after receipt of the notice from Genus described in Section 6.2(b)(ii), Poseida shall transfer the existing, complete patent files for all applicable patents and patent applications to Genus, shall file all documents necessary to transfer correspondence with the U.S. Patent and Trademark Office and other applicable patent authorities to Genus and shall give Genus’ patent counsel power of attorney thereto. Poseida shall cooperate with Genus in the transfer of all prosecution and maintenance responsibilities relating to the of such Joint PatentsPatent, at its sole cost and expense and by counsel of its own choice.

Joint Patents. (i) Subject to this Section 6.2(b)(ii10.2(b), Poseida Salubris shall be responsible for and have the first right, but not the obligation, to control the preparation, filing, prosecution prosecution, and maintenance (including any interferences, reissue proceedings, reexaminations, inter partes review, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings and defense of validity or enforceability challenges) of the Joint Patents in the Territory, at its own expense and using counsel of its own choice, and Viracta shall have the first right, but not the obligation, to control the preparation, filing, prosecution, and maintenance (including any interferences, reissue proceedings, reexaminations, inter partes review, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings and defense of validity or enforceability challenges) of the Joint Patents outside the Territory, at its own expense and using counsel of its own choice. Each Party shall keep the other Party informed of the progress with regard to the preparation, filing, prosecution, and maintenance of all patents and patent applications within the Joint Patents, […***…]; providedreasonably in advance for such other Party to be able to review any material documents, howeverincluding content, that Poseida shall (A) provide all information reasonably requested by Genus with respect to timing, and jurisdiction of the Joint Patents, (B) promptly notify Genus in writing with respect to all significant developments regarding the Joint Patents, (C) promptly provide Genus with a copy filing of each material communication from any patent authority regarding the such Joint Patents, and (D) provide Genus with drafts of each material the filing (including draft patent applications Party shall consult with, and responses to office actions consider in good faith the requests and similar filings) suggestions of, the other Party with respect to strategies for filing and prosecuting the Joint Patents a reasonable amount of time in advance of the anticipated filing date and shall, prior to filing, consider Genus’ reasonable comments in good faithPatents. (ii) In the event that Poseida determines not the filing Party desires to file, maintain abandon or continue cease prosecution or maintenance of any patent or patent application within the Joint PatentsPatent, Poseida such Party shall provide Genus reasonable prior written notice thereof at least to the other Party of such intention to abandon (which notice shall, to the extent possible, be given no later than […***…] days before prior to the applicable deadlinenext deadline for any action that must be taken with respect to any such Joint Patent in the relevant patent office). Upon receipt of In such noticecase, Genus shall have upon written notice from [***] Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. such other Party to the rightfiling Party no later than [***] days after such notice from the filing Party, but not the obligation, at its expense, to assume responsibility for filing, prosecuting, and maintaining such patents and patent applications. If Genus decides to assume such responsibilityother Party may elect, in its sole discretion, it shall so notify Poseida in writing. (iii) As soon as practicable after receipt of the notice from Genus described in Section 6.2(b)(ii), Poseida shall transfer the existing, complete patent files for all applicable patents and patent applications to Genus, shall file all documents necessary to transfer correspondence with the U.S. Patent and Trademark Office and other applicable patent authorities to Genus and shall give Genus’ patent counsel power of attorney thereto. Poseida shall cooperate with Genus in the transfer of all continue prosecution and maintenance responsibilities relating of such Joint Patent, at its direction and expense, and the filing Party shall execute such documents and perform such acts, at such other Party’s expense, as may be reasonably necessary to allow such other Party to continue the prosecution and maintenance of such Joint PatentsPatent. If such other Party does not provide such election within [***] days after such notice from the filing Party, the filing Party may, in its sole discretion, continue prosecution and maintenance of such Joint Patent or discontinue prosecution and maintenance of such Joint Patent.

Joint Patents. (i) Subject to Section 6.2(b)(ii)i. For any Joint Invention that can be claimed in both a [*] Joint Patent and in an Other Joint Patent, Poseida shall be responsible for and control the preparation, filing, prosecution and maintenance of all patents and patent applications within the Joint Patents, […***…]; provided, however, that Poseida shall (A) provide all information reasonably requested by Genus with respect to the Joint Patents, (B) promptly notify Genus in writing with respect to all significant developments regarding the Joint Patents, (C) promptly provide Genus with a copy of each material communication from any patent authority regarding the Joint Patents, and (D) provide Genus with drafts of each material filing (including draft patent applications and responses to office actions and similar filings) with respect to the Joint Patents a reasonable amount of time in advance of the anticipated filing date and shall, prior to filing, consider Genus’ reasonable comments in good faith. (ii) In the event that Poseida determines not to file, maintain or continue prosecution of any patent or patent application within the Joint Patents, Poseida shall provide Genus written notice thereof at least […***…] days before the applicable deadline. Upon receipt of such notice, Genus Sangamo shall have the first right, but not the obligation, at its sole cost and expense, to assume responsibility draft and prepare the specification for each such [*] Joint Patent that will be consistent with the specification for such corresponding Other Joint Patent; provided, that (A) the rights of the JPC to review and comment on such specification set forth in Section 10.2(b)(i) shall apply to the drafting and preparation of such specification for the [*] Joint Patent, and (B) in case of a disagreement at the JPC with respect to the draft specification for such [*] Joint Patent, such dispute shall be resolved in accordance with Section 3.6(b)(ii). The Parties, through the JPC, will coordinate with respect to the patent strategy for any such [*] Joint Patent and any such Other Joint Patent that claim the same Joint Invention and, unless the JPC agrees otherwise (with no final decision making authority), the applications for such Other Joint Patent and such [*] Joint Patent shall be filed on the same date by Sangamo and Novartis, respectively, and the [*] Joint Patent application shall have the specification drafted and prepared in accordance with this Section 10.2(c)(i). i. Subject to Section 10.2(c)(i), as between the Parties, Novartis shall have the first right, but not the obligation, to file, prosecute and maintain all [*] Joint Patents throughout the world, and Novartis shall be solely responsible for all costs and expenses incurred in connection with such filing, prosecutingprosecution and maintenance. Novartis shall keep the JPC reasonably informed of the status of [*] Joint Patents and shall promptly provide the JPC with material correspondence received from any patent authorities in connection therewith. In addition, Novartis shall promptly provide the JPC with drafts of all proposed material filings and maintaining [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. correspondence to any patent authorities with respect to [*] Joint Patents for the JPC’s review and comment prior to the submission of such patents proposed filings and patent applicationscorrespondence. Novartis shall incorporate the JPC’s comments prior to submitting such filings and correspondence; provided, that Sangamo’s representative to the JPC provides such comments within [*] Business Days of receiving the draft filings and correspondence from Novartis. If Genus decides Sangamo’s representative to assume the JPC does not provide comments within such responsibilityperiod of time, in its sole discretion, it then Sangamo’s representative to the JPC shall so notify Poseida in writing. (iiibe deemed to have no comment to such proposed filings or correspondence. Subject to Sangamo’s right pursuant to Section 10.2(c)(iii) As soon as practicable after receipt of the notice from Genus described in Section 6.2(b)(ii), Poseida shall transfer the existing, complete patent files for all applicable patents and patent applications below to Genus, shall file all documents necessary to transfer correspondence with the U.S. Patent and Trademark Office and other applicable patent authorities to Genus and shall give Genus’ patent counsel power of attorney thereto. Poseida shall cooperate with Genus in the transfer of all continue prosecution and maintenance responsibilities relating of any such [*] Joint Patents for which Novartis decides to cease prosecution or maintenance, in case of a disagreement at the JPC with respect to the filing, prosecution or maintenance of [*] Joint Patents, such dispute shall be resolved in accordance with Section 3.6(b). ii. Novartis shall notify Sangamo of any decision to cease prosecution or maintenance of any [*] Joint Patent in any country. Novartis shall provide such notice at least [*] days prior to any filing or payment due date, or any other due date that requires action in order to avoid loss of rights, in connection with such [*] Joint Patent. In such event, Novartis shall permit Sangamo, at its discretion and expense, to continue prosecution or maintenance of such [*] Joint Patent in such country.