Common use of Joint Patents Clause in Contracts

Joint Patents. (i) Subject to this Section 10.2(c), Exelixis shall have the first right, but not the obligation, to prepare, file, prosecute, and maintain (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings and defense of validity or enforceability challenges) Joint Patents using a patent counsel selected by Exelixis in the Exelixis Territory and counsel mutually agreed to by the Parties in the Collaborator Territory. Collaborator shall reimburse Exelixis for all costs and expenses incurred with respect to the preparation, filing, prosecution, and maintenance of Joint Patents in the Collaborator Territory, within [ * ] from the date of invoice for such costs and expenses provided by Exelixis. In the event that Collaborator does not reimburse Exelixis for such costs and expense for any Joint Patent or notifies Exelixis in writing that it elects to cease reimbursing Exelixis for such costs and expense for any Joint Patent, Collaborator shall execute such documents and perform such acts, at Collaborator’s expense, as may be reasonably necessary to effect an assignment of Collaborator’s entire right, title, and interest in and to such Joint Patent to Exelixis, and such Patent shall cease to be either a Joint Patent or an Exelixis Patent and shall no longer be subject to the licenses and other rights granted by Exelixis to Collaborator under this Agreement. Exelixis shall keep Collaborator informed of material progress with regard to the preparation, filing, prosecution, maintenance, and defense, if any, of Joint Patents, including content, timing, and jurisdiction of the filing of such Joint Patents, and Exelixis shall consult with, and consider in good faith the requests and suggestions of, Collaborator with respect to filing, prosecuting and defending, if any, Joint Patents in the Collaborator Territory. (ii) In the event that Exelixis desires to abandon or cease prosecution or maintenance of any Joint Patent in the Collaborator Territory, Exelixis shall provide reasonable prior written notice to Collaborator of such intention to abandon (which notice shall, to the extent possible, be given no later than [ * ] prior to the next deadline for any action that must be taken with respect to any such Joint Patent in the relevant patent office). In such case, at Collaborator’s sole discretion, upon written notice from Collaborator to Exelixis, Collaborator may elect to continue prosecution or maintenance of any such Joint Patent at its own expense, and Exelixis shall execute such documents and perform such acts, at Collaborator’s expense, as may be reasonably necessary to allow Collaborator to continue the prosecution and maintenance of such Joint Patent in the Collaborator Territory. Any such assignment shall be completed in a timely manner to allow Collaborator to continue prosecution and maintenance of any such Joint Patent and any such Patent so assigned shall cease to be either a Joint Patent or a Collaborator Patent and shall no longer be subject to the licenses and other rights granted by Collaborator to Exelixis under this Agreement.

Joint Patents. (i) Subject to this Section 10.2(c), Exelixis Neurocrine shall have the first right, but not the obligation, to prepare, file, prosecute, and maintain prosecute (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings and defense of validity or enforceability challengesre-examinations) and maintain Joint Patents using a patent counsel selected by Exelixis in the Exelixis Territory Neurocrine and counsel mutually agreed reasonably acceptable to by the Parties in the Collaborator TerritoryMTPC. Collaborator MTPC shall reimburse Exelixis Neurocrine for all external patent fees and costs and expenses incurred with respect to the preparation, filing, prosecution, prosecution and maintenance of Joint Patents in the Collaborator Territory, MTPC Territory within [ * […***…] from the date of invoice for such costs and expenses provided by ExelixisNeurocrine. In the event that Collaborator MTPC does not reimburse Exelixis Neurocrine for such external patent fees and costs and expense for any Joint Patent in the MTPC or notifies Exelixis Neurocrine in writing that it elects to cease reimbursing Exelixis Neurocrine for such external patent fees and costs and expense for any Joint PatentPatent in the MTPC Territory, Collaborator MTPC shall execute such documents and perform such acts, at CollaboratorMTPC’s expense, as may be reasonably necessary to effect an assignment of CollaboratorMTPC’s entire right, title, and interest in and to such Joint Patent to ExelixisNeurocrine, and such Patent shall cease to be either a Joint Patent or an Exelixis a Neurocrine Patent and shall no longer be subject to the licenses and other rights granted by Exelixis Neurocrine to Collaborator MTPC under this Agreement. Exelixis Neurocrine shall agree to furnish MTPC with copies of all documents relevant to such preparation, filing, prosecution and maintenance with respect to such Joint Patent in sufficient time to allow for review by MTPC, to incorporate in good faith the comments of MTPC prior to taking any action to implement such decisions and to otherwise keep Collaborator MTPC reasonably informed of material progress with regard to the status of the preparation, filing, prosecution, maintenance, prosecution and defense, if any, of Joint Patents, including content, timing, and jurisdiction of the filing maintenance of such Joint Patents, and Exelixis shall consult with, and consider in good faith the requests and suggestions of, Collaborator with respect to filing, prosecuting and defending, if any, Joint Patents Patent in the Collaborator MTPC Territory. (ii) In the event that Exelixis Neurocrine desires to abandon or cease prosecution or maintenance of any Joint Patent in the Collaborator TerritoryMTPC Territory (except in the event the Parties mutually decide to abandon or cease prosecution, Exelixis maintenance or enforcement of such Joint Patent), Neurocrine shall provide reasonable prior written notice to Collaborator MTPC of such intention to abandon (which notice shall, to the extent possible, be given no later than [ * […***…] prior to the next deadline for any action that must be taken with respect to any such Joint Patent in the relevant patent office). In such case, at Collaborator’s sole discretion, upon written notice from Collaborator to Exelixis, Collaborator MTPC may elect to continue prosecution or maintenance of any such Joint Patent in the MTPC Territory at its sole discretion and own expense, and Exelixis in which case, all rights in such Joint Patent in the MTPC Territory shall be assigned to MTPC. Neurocrine shall execute such documents and perform such acts, at Collaborator’s its own expense, as may be reasonably necessary to allow Collaborator effect an assignment of its entire right, title, and interest in and to continue the prosecution and maintenance of such Joint Patent in the Collaborator TerritoryMTPC Territory to MTPC. Any such assignment shall be completed in a timely manner to allow Collaborator MTPC to continue prosecution and maintenance of any such Joint Patent and any such Joint Patent so assigned shall cease to be either a Joint Patent or a Collaborator Patent and shall no longer be subject to the licenses and other rights granted by Collaborator Neurocrine to Exelixis MTPC under this Agreement.

Joint Patents. (i) Subject to this Section 10.2(c11.2(c), Exelixis shall have the first right, but not the obligation, to prepare, file, prosecute, prosecute and maintain (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings and defense of validity or enforceability challenges) Joint Patents using a patent counsel selected by Exelixis in the Exelixis Territory and counsel mutually agreed to by the Parties in the Collaborator Licensee Territory. Collaborator Licensee shall reimburse Exelixis for all costs and expenses incurred with respect to the preparation, filing, prosecution, prosecution and maintenance of Joint Patents in the Collaborator Licensee Territory, within [ * ] from the date of invoice for such costs and expenses provided by Exelixis. In the event that Collaborator Licensee does not reimburse Exelixis for such costs and expense for any Joint Patent or notifies Exelixis in writing that it elects to cease reimbursing Exelixis for such costs and expense for any Joint Patent, Collaborator Licensee shall execute such documents and perform such acts, at CollaboratorLicensee’s expense, as may be reasonably necessary to effect an assignment of CollaboratorLicensee’s entire right, title, and interest in and to such Joint Patent to Exelixis, and such Patent shall cease to be either a Joint Patent or an a Exelixis Patent and shall no longer be subject to the licenses and other rights granted by Exelixis to Collaborator Licensee under this Agreement. Exelixis shall keep Collaborator Licensee informed of material progress with regard to the preparation, filing, prosecution, maintenance, maintenance and defense, if any, any of Joint Patents, including content, timing, timing and jurisdiction of the filing of such Joint Patents, and Exelixis shall consult with, and consider in good faith the requests and suggestions of, Collaborator Licensee with respect to filing, prosecuting and defending, if any, Joint Patents in the Collaborator Licensee Territory. (ii) In the event that Exelixis desires to abandon or cease prosecution or maintenance of any Joint Patent in any country in the Collaborator Licensee Territory, Exelixis shall provide reasonable prior written notice to Collaborator Licensee of such intention to abandon (which notice shall, to the extent possible, be given no later than [ * ] prior to the next deadline for any action that must be taken with respect to any such Joint Patent in the relevant patent office). In such case, at CollaboratorLicensee’s sole discretion, upon written notice from Collaborator Licensee to Exelixis, Collaborator Licensee may elect to continue prosecution or maintenance of any such Joint Patent at its own expense, and Exelixis shall execute such documents and perform such acts, at CollaboratorLicensee’s expense, as may be reasonably necessary to allow Collaborator Licensee to continue the prosecution and maintenance of such Joint Patent in such country in the Collaborator Licensee Territory. Any such assignment shall be completed in a timely manner to allow Collaborator Licensee to continue prosecution and maintenance of any such Joint Patent and any such Patent so assigned shall cease to be either a Joint Patent or a Collaborator Licensee Patent and shall no longer be subject to the licenses and other rights granted by Collaborator Licensee to Exelixis under this Agreement.

Joint Patents. (i) Subject to this Section 10.2(c11.2(c), Exelixis shall have the first right, but not the obligation, to prepare, file, prosecute, prosecute and maintain (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings and defense of validity or enforceability challenges) Joint Patents using a patent counsel selected by Exelixis in the Exelixis Territory and counsel mutually agreed to by the Parties in the Collaborator Licensee Territory. Collaborator Licensee shall reimburse Exelixis for all costs and expenses incurred with respect to the preparation, filing, prosecution, prosecution and maintenance of Joint Patents in the Collaborator Licensee Territory, within [ * ] = 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. [ * ] from the date of invoice for such costs and expenses provided by Exelixis. In the event that Collaborator Licensee does not reimburse Exelixis for such costs and expense for any Joint Patent or notifies Exelixis in writing that it elects to cease reimbursing Exelixis for such costs and expense for any Joint Patent, Collaborator Licensee shall execute such documents and perform such acts, at CollaboratorLicensee’s expense, as may be reasonably necessary to effect an assignment of CollaboratorLicensee’s entire right, title, and interest in and to such Joint Patent to Exelixis, and such Patent shall cease to be either a Joint Patent or an a Exelixis Patent and shall no longer be subject to the licenses and other rights granted by Exelixis to Collaborator Licensee under this Agreement. Exelixis shall keep Collaborator Licensee informed of material progress with regard to the preparation, filing, prosecution, maintenance, maintenance and defense, if any, any of Joint Patents, including content, timing, timing and jurisdiction of the filing of such Joint Patents, and Exelixis shall consult with, and consider in good faith the requests and suggestions of, Collaborator Licensee with respect to filing, prosecuting and defending, if any, Joint Patents in the Collaborator Licensee Territory. (ii) In the event that Exelixis desires to abandon or cease prosecution or maintenance of any Joint Patent in any country in the Collaborator Licensee Territory, Exelixis shall provide reasonable prior written notice to Collaborator Licensee of such intention to abandon (which notice shall, to the extent possible, be given no later than [ * ] prior to the next deadline for any action that must be taken with respect to any such Joint Patent in the relevant patent office). In such case, at CollaboratorLicensee’s sole discretion, upon written notice from Collaborator Licensee to Exelixis, Collaborator Licensee may elect to continue prosecution or maintenance of any such Joint Patent at its own expense, and Exelixis shall execute such documents and perform such acts, at CollaboratorLicensee’s expense, as may be reasonably necessary to allow Collaborator Licensee to continue the prosecution and maintenance of such Joint Patent in such country in the Collaborator Licensee Territory. Any such assignment shall be completed in a timely manner to allow Collaborator Licensee to continue prosecution and maintenance of any such Joint Patent and any such Patent so assigned shall cease to be either a Joint Patent or a Collaborator Licensee Patent and shall no longer be subject to the licenses and other rights granted by Collaborator Licensee to Exelixis under this Agreement.

Joint Patents. (i) Subject The Parties shall discuss in good faith, and thereupon implement, a mutually agreeable patent strategy with respect to this Section 10.2(call Joint Patents and Joint Improvements that may be patentable. With respect to all Joint Patents and Joint Improvements for which the Parties agree patent prosecution should be sought, the Parties shall cooperate in the preparation, filing and prosecution of patent applications (including prosecution, maintenance and extensions, including seeking any supplemental protection certificates and patent term extensions, if any, and interference, opposition, revocation and re-examination proceedings related to the Joint Patents), Exelixis and shall discuss and attempt to agree on the content and form of relevant patent applications and any other relevant matters before such applications are made. (ii) Salix shall have the first rightprimary right and responsibility for filing, prosecution, maintenance and extensions, including seeking any supplemental protection certificates and patent term extensions, if any, of: (A) Joint Patents that relate to any Rifa Covered Product (regardless of whether such Joint Patents also relate to any Bude Covered Product or any MB Covered Product) in the Salix Rifa Territory, and Salix shall be responsible for all related interference, opposition, revocation and re-examination proceedings; (B) Joint Patents that relate solely to any Bude Covered Product or that relate to any Bude Covered Product and any MB Covered Product (but that do not relate to any Rifa Covered Product) in the obligationSalix Bude Territory, and Salix shall be responsible for all related interference, opposition, revocation and re-examination proceedings; and (C) Joint Patents that relate solely to prepareany MB Covered Product in the Salix MB Territory, and Salix shall be responsible for all related interference, opposition, revocation and re-examination proceedings. (iii) Cosmo shall have the primary right and responsibility for filing, prosecution, maintenance and extensions, including seeking any supplemental protection certificates and patent term extensions, if any, of: (A) Joint Patents that relate to any Rifa Covered Product (regardless of whether such Joint Patents also relate to any Bude Covered Product or any MB Covered Product) in the Cosmo Rifa Territory, and Cosmo shall be responsible for all related interference, opposition, revocation and re-examination proceedings; (B) Joint Patents that relate solely to any Bude Covered Product or that relate to any Bude Covered Product and any MB Covered Product (but that do not relate to any Rifa Covered Product) in the Cosmo Bude Territory, and Cosmo shall be responsible for all related interference, opposition, revocation and re-examination proceedings; and (C) Joint Patents that relate solely to any MB Covered Product in the Cosmo MB Territory, and Cosmo shall be responsible for all related interference, opposition, revocation and re-examination proceedings. (iv) The Party with the right to file, prosecute, and maintain a Joint Patent in a country (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings and defense of validity or enforceability challengesthe “Prosecuting Party”) Joint Patents using a patent counsel selected by Exelixis in (i) shall keep the Exelixis Territory and counsel mutually agreed to by the Parties in the Collaborator Territory. Collaborator shall reimburse Exelixis for all costs and expenses incurred other Party reasonably informed with respect to such activities such that the preparationother Party has reasonable (under the circumstances) time to review and comment upon any documents intended for submission to any patent office; (ii) furnish to the other Party a copy of any such Joint Patent application and copies of documents relevant to such prosecution and maintenance, filingincluding copies of correspondence with any patent office, prosecutionforeign associates and outside counsel, such that the other Party has reasonable (under the circumstances) time to review and maintenance of Joint Patents in comment upon any documents (including draft patent applications) intended for submission to any patent office; and (iii) reasonably consider the Collaborator Territorycomments timely provided by the other Party on any such documents filed with any patent office, within [ * ] including any comments from the date of invoice for such costs and expenses provided by Exelixisother Party regarding steps to be taken to strengthen any Joint Patent. In the event that Collaborator does the Parties’ respective patent counsel, after good faith discussions, cannot reimburse Exelixis for such costs agree with respect to any decision to be made regarding the prosecution and expense for any maintenance of a Joint Patent or notifies Exelixis in writing that it elects to cease reimbursing Exelixis a country, the Prosecuting Party for such costs and expense for any Joint Patent, Collaborator shall execute such documents and perform such acts, at Collaborator’s expense, as may be reasonably necessary to effect an assignment of Collaborator’s entire right, title, and interest in and to such Joint Patent to Exelixis, and in such Patent country shall cease to be either a Joint Patent or an Exelixis Patent and make the decision. The Prosecuting Party shall no longer be subject to provide the licenses and other rights granted by Exelixis to Collaborator under this Agreement. Exelixis shall keep Collaborator informed of material progress Party with regard to the preparation, filing, prosecution, maintenance, and defense, if any, of Joint Patents, including content, timing, and jurisdiction of the filing status of such Joint Patents, and Exelixis Patents no less frequently than once per every semi-annual period. The Prosecuting Party shall consult with, and consider make reasonable efforts not to take any action in good faith the requests and suggestions of, Collaborator with respect to filing, prosecuting prosecution and defending, if any, Joint Patents in the Collaborator Territory. (ii) In the event that Exelixis desires to abandon or cease prosecution or maintenance of any Joint Patent in the Collaborator Territory, Exelixis shall provide reasonable prior written notice that could reasonably be expected to Collaborator of such intention to abandon (which notice shall, to the extent possible, be given no later than [ * ] prior to the next deadline for any action that must be taken with respect to any affect adversely such Joint Patent in the relevant patent office)other Party’s territory. In such caseall cases, at Collaborator’s sole discretion, upon written notice from Collaborator the other Party shall provide reasonable assistance to Exelixis, Collaborator may elect the Prosecuting Party with respect to continue prosecution or maintenance of any such Joint Patent at its own expense, and Exelixis shall execute such documents and perform such acts, at Collaborator’s expense, as may be reasonably necessary to allow Collaborator to continue the prosecution and maintenance of each Joint Patent. (v) If the Prosecuting Party plans to abandon any Joint Patent without filing a continuing application claiming the same subject matter, the Prosecuting Party shall notify the other Party in writing at least ninety (90) days in advance of the due date of any payment or other action that is required to prosecute or maintain such Joint Patent and the other Party may elect, upon written notice within such ninety (90) day period to the Prosecuting Party, to make such payment or take such action, and the Prosecuting Party shall reasonably cooperate with the other Party in connection with such maintenance activities. (vi) The Parties shall share equally all costs reasonably incurred in connection with the Collaborator Territory. Any such assignment shall be completed in a timely manner to allow Collaborator to continue preparation, prosecution and maintenance of any Joint Patents; provided, that either Party may at any time renounce and assign to the other Party any and all right, title and interest of such assigning Party in a Joint Patent and any shall thereafter have no responsibility in respect of costs in respect of the preparation, prosecution or maintenance of such Patent so Joint Patent, and such assigned shall cease to be either a Joint Patent shall not be included in the Salix Licensed IP or a Collaborator Patent and shall no longer Cosmo Licensed IP or otherwise be subject to the licenses and other rights granted by Collaborator to Exelixis under this AgreementSection 2.1 or Section 2.2.

Joint Patents. (i) Subject to this Section 10.2(c), Exelixis shall have the first right, but not the obligation, to prepare, file, prosecute, and maintain (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. protection certificates, oppositions, invalidation proceedings and defense of validity or enforceability challenges) Joint Patents using a patent counsel selected by Exelixis in the Exelixis Territory and counsel mutually agreed to by the Parties in the Collaborator Territory. Collaborator shall reimburse Exelixis for all costs and expenses incurred with respect to the preparation, filing, prosecution, and maintenance of Joint Patents in the Collaborator Territory, within [ * ] from the date of invoice for such costs and expenses provided by Exelixis. In the event that Collaborator does not reimburse Exelixis for such costs and expense for any Joint Patent or notifies Exelixis in writing that it elects to cease reimbursing Exelixis for such costs and expense for any Joint Patent, Collaborator shall execute such documents and perform such acts, at Collaborator’s expense, as may be reasonably necessary to effect an assignment of Collaborator’s entire right, title, and interest in and to such Joint Patent to Exelixis, and such Patent shall cease to be either a Joint Patent or an Exelixis Patent and shall no longer be subject to the licenses and other rights granted by Exelixis to Collaborator under this Agreement. Exelixis shall keep Collaborator informed of material progress with regard to the preparation, filing, prosecution, maintenance, and defense, if any, of Joint Patents, including content, timing, and jurisdiction of the filing of such Joint Patents, and Exelixis shall consult with, and consider in good faith the requests and suggestions of, Collaborator with respect to filing, prosecuting and defending, if any, Joint Patents in the Collaborator Territory. (ii) In the event that Exelixis desires to abandon or cease prosecution or maintenance of any Joint Patent in the Collaborator Territory, Exelixis shall provide reasonable prior written notice to Collaborator of such intention to abandon (which notice shall, to the extent possible, be given no later than [ * ] prior to the next deadline for any action that must be taken with respect to any such Joint Patent in the relevant patent office). In such case, at Collaborator’s sole discretion, upon written notice from Collaborator to Exelixis, Collaborator may elect to continue prosecution or maintenance of any such Joint Patent at its own expense, and Exelixis shall execute such documents and perform such acts, at Collaborator’s expense, as may be reasonably necessary to allow Collaborator to continue the prosecution and maintenance of such Joint Patent in the Collaborator Territory. Any such assignment shall be completed in a timely manner to allow Collaborator to continue prosecution and maintenance of any such Joint Patent and any such Patent so assigned shall cease to be either a Joint Patent or a Collaborator Patent and shall no longer be subject to the licenses and other rights granted by Collaborator to Exelixis under this Agreement.

Joint Patents. (i) Subject to this Section 10.2(c11.2(c), Exelixis shall have the first right, but not the obligation, to prepare, file, prosecute, prosecute and maintain (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings and defense of validity or enforceability challenges) Joint Patents using a patent counsel selected by Exelixis in the Exelixis Territory and counsel mutually agreed to by the Parties in the Collaborator Licensee Territory. Collaborator Licensee shall reimburse Exelixis for all costs and expenses incurred with respect to the preparation, filing, prosecution, prosecution and maintenance of Joint Patents in the Collaborator Licensee Territory, within [ * ] from the date of invoice for such costs and expenses provided by Exelixis. In the event that Collaborator Licensee does not reimburse Exelixis for such costs and expense for any Joint Patent or notifies Exelixis in writing that it elects to cease reimbursing Exelixis for such costs and expense for any Joint Patent, Collaborator Licensee shall execute such documents and perform such acts, at CollaboratorLicensee’s expense, as may be reasonably necessary to effect an assignment of CollaboratorLicensee’s entire right, title, and interest in and to such Joint Patent to Exelixis, and such Patent shall cease to be either a Joint Patent or an a Exelixis Patent and shall no longer be subject to the licenses and other rights granted by Exelixis to Collaborator Licensee under this Agreement. Exelixis shall keep Collaborator Licensee informed of material progress with regard to the preparation, filing, prosecution, maintenance, maintenance and defense, if any, any of Joint Patents, including content, timing, timing and jurisdiction of the filing of such Joint Patents, and Exelixis shall consult with, and consider in good faith the requests and suggestions of, Collaborator Licensee with respect to filing, prosecuting and defending, if any, Joint Patents in the Collaborator Licensee Territory. (ii) In the event that Exelixis desires to abandon or cease prosecution or maintenance of any Joint Patent in any country in the Collaborator Licensee Territory, Exelixis shall provide reasonable prior written notice to Collaborator Licensee of such intention to abandon (which notice shall, to the extent possible, be given no later than [ * ] prior to the next deadline for any action that must be taken with respect to any such Joint Patent in the relevant patent office). In such case, at CollaboratorLicensee’s sole discretion, upon written notice from Collaborator Licensee to Exelixis, Collaborator Licensee may elect to continue prosecution or maintenance of any such Joint Patent at its own expense, and Exelixis shall execute such documents and perform such acts, at CollaboratorLicensee’s expense, as may be reasonably necessary to allow Collaborator Licensee to continue the prosecution and maintenance of such Joint Patent in such country in the Collaborator Licensee Territory. Any such assignment shall be completed in a timely manner to allow Collaborator Licensee to continue prosecution and maintenance of any such Joint Patent and any such Patent so assigned shall cease to be either a Joint Patent or a Collaborator Licensee Patent and shall no longer be subject to the licenses and other rights granted by Collaborator Licensee to Exelixis under this Agreement.Agreement (d)

Joint Patents. (i) Subject to this Section 10.2(c), Exelixis Roivant shall have the first right, but not the obligation, right in its sole discretion to prepare, file, prosecute, prosecute and maintain (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings and defense of validity or enforceability challenges) Joint Patents using a patent counsel selected by Exelixis in the Exelixis Territory, [***]. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. EXECUTION VERSION Confidential (ii) Roivant shall consult with Eisai and keep Eisai reasonably informed of the status of the Joint Patents in the Territory and counsel mutually agreed shall promptly provide Eisai with material correspondences received from patent authorities in connection therewith. In addition, Roivant shall promptly provide Eisai with drafts of all proposed material filings and correspondences to by the Parties in the Collaborator Territory. Collaborator shall reimburse Exelixis for all costs and expenses incurred patent authorities with respect to the preparation, filing, prosecution, and maintenance of Joint Patents in the Collaborator Territory, within [ * ] from the date of invoice Territory for such costs Eisai’s review and expenses provided by Exelixis. In the event that Collaborator does not reimburse Exelixis for such costs and expense for any Joint Patent or notifies Exelixis in writing that it elects to cease reimbursing Exelixis for such costs and expense for any Joint Patent, Collaborator shall execute such documents and perform such acts, at Collaborator’s expense, as may be reasonably necessary to effect an assignment of Collaborator’s entire right, title, and interest in and to such Joint Patent to Exelixis, and such Patent shall cease to be either a Joint Patent or an Exelixis Patent and shall no longer be subject comment prior to the licenses and other rights granted by Exelixis to Collaborator under this Agreement. Exelixis shall keep Collaborator informed of material progress with regard to the preparation, filing, prosecution, maintenance, and defense, if any, of Joint Patents, including content, timing, and jurisdiction of the filing submission of such Joint Patents, proposed filings and Exelixis correspondences. Roivant shall consult with, confer with Eisai and consider in good faith the requests Eisai’s comments prior to submitting such filings and suggestions correspondences. (iii) Roivant shall notify Eisai of any decision to cease prosecution and/or maintenance of, Collaborator with respect or not to filingcontinue to pay the expenses of prosecution and/or maintenance of, prosecuting and defending, if any, any Joint Patents in the Collaborator Territory. (ii) In the event that Exelixis desires to abandon or cease prosecution or maintenance of any Joint Patent in the Collaborator Territory, Exelixis shall provide reasonable prior written notice to Collaborator of such intention to abandon (which notice shall, to the extent possible, be given no later than [ * Territory at least [***] prior to the next deadline for any action filing or payment due date, or any other due date that must be taken requires action, in connection with respect to any such Joint Patent Patent. If Roivant makes such a decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Joint Patents in the relevant patent office). In such caseTerritory, Roivant shall permit Eisai, at Collaborator’s sole discretionits discretion [***], upon written notice from Collaborator to Exelixis, Collaborator may elect to continue prosecution or maintenance of any such Joint Patent at its own expense, and Exelixis shall execute such documents and perform such acts, at CollaboratorPatent. Eisai’s expense, as may be reasonably necessary to allow Collaborator to continue the prosecution and or maintenance of such Joint Patent in shall not change the Collaborator Territory. Any such assignment shall be completed in a timely manner Parties’ respective rights and obligations under this Agreement with respect to allow Collaborator to continue prosecution and maintenance of any such Joint Patent and any such Patent so assigned shall cease to be either a Joint Patent or a Collaborator Patent and shall no longer be subject to the licenses and other rights granted by Collaborator to Exelixis under than as expressly set forth in this AgreementSection 5.3(b)(iii).

Joint Patents. (ia) Subject to to, and without limiting Licensee’s rights under, Section 9.4 of this Section 10.2(c)Agreement, Exelixis Amarin shall have the first right to prepare, file, prosecute and maintain Joint Patents. Amarin shall keep Licensee informed of the status of Joint Patents and will provide Licensee with copies of all substantive documentation submitted to, or received from, the patent offices in connection therewith. With respect to any substantive submissions that Amarin is required to or otherwise intends to submit to a patent office with respect to a Joint Patent, Amarin shall provide a draft of such submission to Licensee at least [***] (or such time as is possible) prior to the deadline for, or the intended filing date of, such submission, whichever is earlier (or as soon as reasonably possible if Amarin has less than [***] notice of a deadline for submission). Licensee shall have the right to review and comment upon any such submission by Amarin to a patent office, and will provide such comments within [***] after receiving such submission (provided, that if no comments are received within such [***], then Amarin may proceed with such submission). Amarin shall consider in good faith any suggestions or recommendations of Licensee concerning the preparation, filing, prosecution and maintenance thereof. (b) If, during the Term, Amarin (i) intends to allow any Joint Patent to expire or intends to otherwise abandon any such Joint Patent (“Abandoned Patents”), or (ii) decides not to prepare or file patent applications covering Joint Inventions (“Abandoned Joint Inventions”) Amarin shall notify Licensee of such intention or decision at least [***] (or as soon as possible if less than [***]) prior to any filing or payment due date, or any other date that requires action, in connection with such Abandoned Patent or Abandoned Joint Invention, and Licensee shall thereupon have the right, but not the obligation, to prepare, file, prosecute, and maintain (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications assume responsibility for supplementary protection certificates, oppositions, invalidation proceedings and defense of validity or enforceability challenges) Joint Patents using a patent counsel selected by Exelixis in the Exelixis Territory and counsel mutually agreed to by the Parties in the Collaborator Territory. Collaborator shall reimburse Exelixis for all costs and expenses incurred with respect to the preparation, filing, prosecution, and maintenance of Joint Patents in the Collaborator Territory, within [ * ] from the date of invoice for such costs and expenses provided by Exelixis. In the event that Collaborator does not reimburse Exelixis for such costs and expense for any Joint Patent or notifies Exelixis in writing that it elects to cease reimbursing Exelixis for such costs and expense for any Joint Patent, Collaborator shall execute such documents and perform such acts, at Collaborator’s expense, as may be reasonably necessary to effect an assignment of Collaborator’s entire right, title, and interest in and to such Joint Patent to Exelixis, and such Patent shall cease to be either a Joint Patent or an Exelixis Patent and shall no longer be subject to the licenses and other rights granted by Exelixis to Collaborator under this Agreement. Exelixis shall keep Collaborator informed of material progress with regard to the preparation, filing, prosecution, maintenance, and defense, if any, of Joint Patents, including content, timing, and jurisdiction of the filing of such Joint Patents, and Exelixis shall consult with, and consider in good faith the requests and suggestions of, Collaborator with respect to filing, prosecuting and defending, if any, Joint Patents in the Collaborator Territory. (ii) In the event that Exelixis desires to abandon or cease prosecution or maintenance of any Joint Patent thereof at its sole cost and expense, in the Collaborator Territory, Exelixis shall provide reasonable prior written notice to Collaborator name of such intention to abandon (which notice shall, to the extent possible, be given no later than [ * ] prior to the next deadline for any action that must be taken with respect to any such Joint Patent in the relevant patent office). In such case, at Collaborator’s sole discretion, upon written notice from Collaborator to Exelixis, Collaborator may elect to continue prosecution or maintenance of any such Joint Patent at its own expense, and Exelixis shall execute such documents and perform such acts, at Collaborator’s expense, as may be reasonably necessary to allow Collaborator to continue the prosecution and maintenance of such Joint Patent in the Collaborator Territory. Any such assignment shall be completed in a timely manner to allow Collaborator to continue prosecution and maintenance of any such Joint Patent and any such Patent so assigned shall cease to be either a Joint Patent or a Collaborator Patent and shall no longer be subject to the licenses and other rights granted by Collaborator to Exelixis under this AgreementLicensee.

Joint Patents. (i) Subject to this Section 10.2(c), Exelixis Roivant shall have the first right, but not the obligation, right in its sole discretion to prepare, file, prosecute, prosecute and maintain (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings and defense of validity or enforceability challenges) Joint Patents using a patent counsel selected by Exelixis in the Exelixis Territory, [***]. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. EXECUTION VERSION Confidential (ii) Roivant shall consult with Eisai and keep Eisai reasonably informed of the status of the Joint Patents in the Territory and counsel mutually agreed shall promptly provide Eisai with material correspondences received from patent authorities in connection therewith. In addition, Roivant shall promptly provide Eisai with drafts of all proposed material filings and correspondences to by the Parties in the Collaborator Territory. Collaborator shall reimburse Exelixis for all costs and expenses incurred patent authorities with respect to the preparation, filing, prosecution, and maintenance of Joint Patents in the Collaborator Territory, within [ * ] from the date of invoice Territory for such costs Eisai’s review and expenses provided by Exelixis. In the event that Collaborator does not reimburse Exelixis for such costs and expense for any Joint Patent or notifies Exelixis in writing that it elects to cease reimbursing Exelixis for such costs and expense for any Joint Patent, Collaborator shall execute such documents and perform such acts, at Collaborator’s expense, as may be reasonably necessary to effect an assignment of Collaborator’s entire right, title, and interest in and to such Joint Patent to Exelixis, and such Patent shall cease to be either a Joint Patent or an Exelixis Patent and shall no longer be subject comment prior to the licenses and other rights granted by Exelixis to Collaborator under this Agreement. Exelixis shall keep Collaborator informed of material progress with regard to the preparation, filing, prosecution, maintenance, and defense, if any, of Joint Patents, including content, timing, and jurisdiction of the filing submission of such Joint Patents, proposed filings and Exelixis correspondences. Roivant shall consult with, confer with Eisai and consider in good faith the requests Eisai’s comments prior to submitting such filings and suggestions correspondences. (iii) Roivant shall notify Eisai of any decision to cease prosecution and/or maintenance of, Collaborator with respect or not to filingcontinue to pay the expenses of prosecution and/or maintenance of, prosecuting and defending, if any, any Joint Patents in the Collaborator Territory. (ii) In the event that Exelixis desires to abandon or cease prosecution or maintenance of any Joint Patent in the Collaborator Territory, Exelixis shall provide reasonable prior written notice to Collaborator of such intention to abandon (which notice shall, to the extent possible, be given no later than [ * Territory at least [***] prior to the next deadline for any action filing or payment due date, or any other due date that must be taken requires action, in connection with respect to any such Joint Patent Patent. If Roivant makes such a decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Joint Patents in the relevant patent office). In such caseTerritory, Roivant shall permit Eisai, at Collaborator’s sole discretionits discretion [***], upon written notice from Collaborator to Exelixis, Collaborator may elect to continue prosecution or maintenance of any such Joint Patent at its own expense, and Exelixis shall execute such documents and perform such acts, at CollaboratorPatent. Eisai’s expense, as may be reasonably necessary to allow Collaborator to continue the prosecution and or maintenance of such Joint Patent in shall not change the Collaborator Territory. Any such assignment shall be completed in a timely manner Parties’ respective rights and obligations under this Agreement with respect to allow Collaborator to continue prosecution and maintenance of any such Joint Patent and any such Patent so assigned shall cease to be either a Joint Patent or a Collaborator Patent and shall no longer be subject to the licenses and other rights granted by Collaborator to Exelixis under than as expressly set forth in this AgreementSection 5.3(b)(iii).

Joint Patents. (i) Subject to this Section 10.2(c9.2(c), Exelixis shall have the first right, but not the obligation, to prepare, file, prosecute, and maintain (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings and defense of validity or enforceability challenges) the Joint Patents using a patent counsel selected by Exelixis in the Exelixis Territory and counsel mutually agreed reasonably acceptable to by the Parties in the Collaborator TerritoryAdagene. Collaborator Adagene shall reimburse Exelixis for all [***] of the costs and expenses incurred with respect to the preparation, filing, prosecution, and maintenance of the Joint Patents in the Collaborator Territory, within [ * [***] from the date after receipt of an invoice for such costs and expenses together with reasonable documentation evidencing such costs and expenses provided by Exelixis. In the event that Collaborator Adagene does not reimburse Exelixis for such costs and expense expenses for any Joint Patent or notifies Exelixis in writing that it elects to cease reimbursing Exelixis for such costs and expense for any Joint Patent, Collaborator Adagene shall execute such documents and perform such acts, at CollaboratorAdagene’s expense, as may be reasonably necessary to effect an assignment of CollaboratorAdagene’s entire right, title, and interest in and to such Joint Patent to Exelixis, and such Patent shall cease to be either a Joint Patent or an Exelixis Patent and shall no longer be subject to the licenses and other rights granted by Exelixis to Collaborator Adagene under this Agreement. Exelixis shall keep Collaborator Adagene informed of material progress with regard to the preparation, filing, prosecution, maintenance, and defense, if any, of the Joint Patents, including content, timing, and jurisdiction of the filing of such Joint Patents, and Exelixis shall consult with, and consider in good faith the requests and suggestions of, Collaborator reasonable comments of Adagene with respect to filing, prosecuting prosecuting, and defending, if any, defending the Joint Patents in the Collaborator Territory. (ii) In the event that If Exelixis desires to abandon or cease prosecution or maintenance of any Joint Patent in the Collaborator Territory, Exelixis shall provide reasonable prior written notice to Collaborator Adagene of such intention to abandon (which notice shall, to the extent possible, be given no later than [ * [***] prior to the next deadline for any action that must be taken with respect to any such Joint Patent in the relevant patent office). In such case, at CollaboratorAdagene’s sole discretion, upon written notice from Collaborator Adagene to Exelixis, Collaborator Adagene may elect to continue prosecution or maintenance of any such Joint Patent at its own expense, and Exelixis shall execute such documents and perform such acts, at CollaboratorAdagene’s expense, as may be reasonably necessary to assign to Adagene Exelixis’ ownership interest therein and to allow Collaborator Adagene to continue the prosecution and maintenance of such Joint Patent in the Collaborator Territory. Any such assignment shall be completed in a timely manner to allow Collaborator to continue prosecution and maintenance of any such Joint Patent and any such Patent patents so assigned shall cease to be either a Joint Patent or a Collaborator Patent and shall no longer thereafter be Adagene Patents subject to the licenses and other rights granted by Collaborator to Exelixis under this Agreementherein.