Common use of Licensed Patents Clause in Contracts

Licensed Patents. (i) Eisai shall have the first right to, and shall use reasonable endeavours to, file, prosecute and maintain all Licensed Patents in the Territory, [***]. For the purpose of this Article 5, “prosecution” shall include any post-grant proceeding including patent interference proceeding, opposition proceeding and reexamination. (ii) Eisai shall consult with Roivant and keep Roivant reasonably informed of the status of the Licensed Patents in the Territory and shall promptly provide Roivant with all material correspondence received from any Government Authority in connection therewith. In addition, Eisai shall use reasonable endeavours to provide Roivant with drafts of all proposed material filings and correspondence to any Government Authority with respect to the Licensed Patents in the Territory for Roivant’s review and comment prior to the submission of such proposed filings and correspondences. Eisai shall confer with Roivant and consider in good faith Roivant’s comments prior to submitting such filings and correspondences, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of Roivant’s comments. (iii) Eisai shall notify Roivant of any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Territory at least [***] prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent. [***] If Eisai 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 Licensed Patents in the Territory, Eisai shall permit Roivant, at its discretion [***], to continue prosecution or maintenance of such Licensed Patent. Roivant’s prosecution or maintenance of such Licensed Patent shall not change the Parties’ respective rights and obligations under this Agreement with respect to such Licensed Patent other than those expressly set forth in this Section 5.3(a)(iii).

Licensed Patents. (i) Eisai Licensee shall have the first right to, and shall use reasonable endeavours to, file, prosecute and maintain be responsible for all Licensed Patents in the Territory, [***]. For the purpose of this Article 5, “prosecution” shall include any post-grant proceeding including further patent interference proceeding, opposition proceeding and reexamination. (ii) Eisai shall consult with Roivant and keep Roivant reasonably informed of the status of the Licensed Patents in the Territory and shall promptly provide Roivant with all material correspondence received from any Government Authority in connection therewith. In addition, Eisai shall use reasonable endeavours to provide Roivant with drafts of all proposed material filings and correspondence to any Government Authority prosecution with respect to the Licensed Patents and Licensed Technologies set out in Exhibit “A”. Licensee may select the Territory patent agent for Roivant’s review and comment prior the prosecution of the Licensed Patents, subject to the submission approval of Licensor as the patent owner, which approval will not be unreasonably withheld. Licensee shall provide Licensor with copies of all relevant documentation related to the filing and prosecution of the Licensed Patents so that Licensor may be informed and apprised of and meaningfully consulted as to the continuing prosecution. Licensor shall keep all such documentation confidential. In the event the Licensee does not agree that any given patent application or patent should be filed, prosecuted or maintained (hereinafter referred to as a “Refused Licensed Patent”) in a particular jurisdiction(s) Licensee shall indicate such disagreement in writing (hereinafter “Refusal Notice”) and upon Licensor’s receipt of such proposed filings Refusal Notice Licensor shall have the right unilaterally to make, prosecute and correspondences. Eisai shall confer with Roivant and consider in good faith Roivant’s comments prior to submitting maintain such filings and correspondencesRefused Licensed * Confidential Information, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of Roivant’s comments. (iii) Eisai shall notify Roivant of any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Territory at least [***] prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent. [***] If Eisai 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 Licensed Patents in the Territory, Eisai shall permit Roivant, at its discretion indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission Patent in such jurisdiction(s) in the name of its owners, at Licensor’s expense, and Licensee shall not have any rights or obligations to such Refused Licensed Patent in such jurisdiction(s); provided, however, that Licensee shall retain all of its ownership rights in any Refused Licensed Patent that is a Co-Owned Technology. In such case Licensor shall provide Licensee with copies of all relevant documentation related to the filing and prosecution of the Refused Licensed Patents so that Licensee may be informed and apprised of and be meaningfully consulted with as to the continuing prosecution. Licensor shall have no obligation to continue prosecution or maintenance of such Licensed Patent. Roivant’s prosecution or maintenance of such any Refused Licensed Patent and may abandon same without any prior notice or any obligation to Licensee. Both Licensee and Licensor shall not change make best efforts to respond promptly to any request from the Parties’ respective rights and obligations under this Agreement other Party for input or assistance with respect to matters pertaining to the Licensed Patents. Licensee shall use reasonable efforts to amend any patent application to include claims reasonably requested by the other Party and required to protect the Licensed Technology. In addition to Licensee’s obligations pursuant to section 4.1 above, Licensee shall be solely responsible for all patent and legal costs relating to the Licensed Patents and Licensed Technology (excluding Refused Licensed Patents) from the Effective Date onward, including all costs relating to the transfer of the Licensed Patents to the new patent agents selected by Licensee and approved by Licensor. For any patent and legal costs relating to the Licensed Patents and Licensed Technology (excluding Refused Licensed Patents) paid by Licensor after the Effective Date (including, without limitation, those expenses related to patentability assessments and drafting, filing, prosecution, maintenance, and taxes (the “Patent Costs”)), Licensee shall promptly reimburse Licensor for such Patent Costs upon receipt of an invoice from Licensor for such expenses. For any work in progress with respect to the Licensed Patents for which the Patent other than those expressly set forth in this Section 5.3(a)(iii)Costs have not already been paid by Licensor to its patent firm prior to the transfer of the Licensed Patents to Licensee’s patent agent, Licensor will direct its patent firm to copy Licensee on all such invoices from said patent firm and Licensee will promptly pay said invoices directly to Licensor’s patent firm.

Licensed Patents. (i1) Eisai Licensor shall have the first right to, and shall use reasonable endeavours endeavors to, file, prosecute and maintain all Licensed Patents in the Licensee Territory, [***]at Licensor’s own cost and expense. For the purpose of this Article 510 (Intellectual Property Rights), “prosecution” shall include any post-grant proceeding including patent interference proceeding, opposition proceeding and reexamination. (ii2) Eisai Licensor shall consult with Roivant Licensee and keep Roivant Licensee reasonably informed of the status of the Licensed Patents in the Licensee Territory and shall promptly provide Roivant Licensee with all material correspondence received from any Government Authority in connection therewith. In addition, Eisai Licensor shall use reasonable endeavours endeavors to provide Roivant Licensee with drafts of all proposed material filings and correspondence to any Government Authority with respect to the Licensed Patents in the Licensee Territory for RoivantLicensee’s review and comment prior to the submission of such proposed filings and correspondences. Eisai Licensor shall confer with Roivant Licensee and consider in good faith RoivantLicensee’s comments prior to submitting such filings and correspondences, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of RoivantLicensee’s comments. (iii3) Eisai Licensor shall notify Roivant Licensee of any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Licensee Territory at least [***] forty-five (45) days prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent. [***] If Eisai Licensor 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 Licensed Patents in the Licensee Territory, Eisai Licensor shall permit RoivantLicensee, at its discretion [***]and at its sole expense, to continue prosecution or maintenance of such Licensed Patent. RoivantLicensee’s prosecution or maintenance of such Licensed Patent shall not change the Parties’ respective rights and obligations under this Agreement with respect to such Licensed Patent other than those expressly set forth in this Section 5.3(a)(iii10.3(a)(3).

Licensed Patents. (i) Eisai 4.2.1 Licensor shall use reasonably diligent efforts in controlling, filing, prosecuting, and maintaining any and all patents and patent applications within the Licensed Patents and shall hold title to all Licensed Patents, in all cases at its own cost and expense. 4.2.2 Licensee shall have the first right toof review and comment in respect to the Licensed Patents, meaning Licensor shall consult with Licensee in good faith regarding the preparation, filing, prosecution, and shall use reasonable endeavours tomaintenance of the Licensed Patents, fileincluding the conduct of interferences, prosecute the defense of oppositions and maintain all other similar proceedings with respect to claims therein. Without limiting the foregoing, Licensor will timely provide Licensee with a copy of any proposed patent application within such Licensed Patents in the Territory, and any proposed response or submission to any patent office at least [***]] business days prior to the filing or response deadline; provided, however, that such [***] business day period shall be reasonably reduced on a case-by-case basis in the event that, due to no fault of Licensor or its agents and despite reasonable efforts of Licensor and its agents, compliance within such period of time is not feasible in order to timely proceed with the relevant submission or other contemplated action. For Licensor will consider in good faith all comments made by Licensee with respect to such draft response or submission, and will not unreasonably fail to act on any reasonable changes recommended by Licensee related thereto (and, notwithstanding Section 4.2.1, any demonstrated reasonable increased cost as a result of Licensee’s inputs will be borne by Licensee); provided, however, that in the purpose event of this Article 5a good faith disagreement between Licensee and Licensor, “prosecution” Licensor shall include any post-grant proceeding including patent interference proceedinghave the sole right to determine the contents of such submission. To that end, opposition proceeding and reexamination. (ii) Eisai shall consult with Roivant and Licensor will keep Roivant Licensee reasonably informed of the status of the applicable Licensed Patents in the Territory and shall promptly provide Roivant Patents, including, without limitation: (a) by providing Licensee with all material correspondence received from any Government Authority in connection therewith. In addition, Eisai shall use reasonable endeavours to provide Roivant with drafts copies of all proposed material filings and correspondence to any Government Authority with respect to the Licensed Patents in the Territory for Roivant’s review and comment prior to the submission of such proposed filings and correspondences. Eisai shall confer with Roivant and consider in good faith Roivant’s comments prior to submitting such filings and correspondences, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of Roivant’s comments. (iii) Eisai shall notify Roivant of any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Territory at least [***] prior to any filing received from or payment due datefiled in patent office(s), or any other due date that requires action, in connection with such Licensed Patent. [***] If Eisai makes such a decision received from or sent to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Territory, Eisai shall permit Roivant, at its discretion [***], to continue prosecution or maintenance of such Licensed Patent. Roivant’s prosecution or maintenance of such Licensed Patent shall not change the Parties’ respective rights and obligations under this Agreement with respect to such Licensed Patent other filing, (b) by providing a docket report at least annually upon request from Licensee and (c) by providing Licensee a reasonable time, but in any event not less than those expressly set forth in this Section 5.3(a)(iii).[***] business days (subject to possible reductions

Licensed Patents. (i) Eisai Immune Design, at its expense, shall have the first right to, and shall use reasonable endeavours to, to file, prosecute and maintain all Licensed Patents for which Immune Design has any exclusive rights under this Agreement using patent counsel reasonably approved by IDRI, including conducting any interferences, reexaminations, reissues, oppositions, or request for patent term extension relating thereto. Immune Design shall conduct such filing, prosecution and maintenance in good faith, taking into consideration IDRI’s retained rights hereunder, and consistent with reasonable business judgment, provide IDRI with all relevant or material documentation and proposed filing in the Territory, [***]. For the purpose of this Article 5, “prosecution” shall include any post-grant proceeding including patent interference proceeding, opposition proceeding Territory so that IDRI may be concurrently and reexamination. (ii) Eisai shall consult with Roivant and keep Roivant reasonably promptly informed of the status of continuing prosecution, and consult with IDRI with regards to Immune Design’s patent strategy with the Licensed Patents for which Immune Design has any exclusive rights under this Agreement. Licensed Patents in the Territory and name of IDRI shall promptly provide Roivant with all material correspondence received from any Government Authority remain in connection therewiththe name of IDRI. In addition, Eisai Immune Design shall use commercially reasonable endeavours efforts to ***, as applicable. To the extent such ***, Immune Design shall provide Roivant with drafts of all proposed material filings and correspondence IDRI reasonable opportunity to any Government Authority with respect to the Licensed Patents in the Territory for Roivant’s review and comment prior to the submission of on such proposed filings and correspondences. Eisai shall confer with Roivant and consider in good faith Roivant’s comments prior to submitting prosecution efforts regarding such filings and correspondences, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of Roivant’s comments. (iii) Eisai shall notify Roivant of any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Territory at least [***] prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent. [***] If Eisai 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 Licensed Patents in the Territory, Eisai and any IDRI comments will be reasonably considered in such prosecution efforts, and included to the extent affecting the IDRI Exclusive Field or IDRI Territory, as the case may be. If Immune Design determines in its sole discretion to abandon or not maintain any Licensed Patent for which Immune Design has any exclusive rights under this Agreement in the Territory, then Immune Design shall permit Roivant, at its discretion [***], to continue prosecution or maintenance promptly provide IDRI with written notice of such Licensed Patent. Roivant’s prosecution or maintenance of determination at least sixty (60) days before any deadline for taking action to avoid abandonment and shall provide IDRI with the right, opportunity and reasonable assistance to prepare, file, prosecute and maintain such Licensed Patent in the applicable jurisdiction in IDRI’s sole discretion and at IDRI’s expense, provided that Immune Design shall not change the Parties’ respective provide such reasonable assistance at its own costs and expenses. If IDRI elects to prepare, file, prosecute and maintain such Licensed Patent in such jurisdiction for which Immune Design has any exclusive rights, then Immune Design’s license rights and obligations under this Agreement with respect to such Licensed Patent other than those expressly set forth in such country will become nonexclusive in such country under such Licensed Patent (and/or patent application). If IDRI desires Immune Design to file, in a particular jurisdiction, a Licensed Patent for which Immune Design has any exclusive rights under this Section 5.3(a)(iiiAgreement that claims priority to another Licensed Patent for which Immune Design has any exclusive rights under this Agreement, IDRI shall provide written notice to Immune Design requesting that Immune Design file such patent application in such jurisdiction. If IDRI provides such written notice to Immune Design, Immune Design shall either (i) file and prosecute such patent application and maintain any patent issuing thereon in such jurisdiction and the Parties shall share the related costs and expenses (A) in countries *** on the basis of *** percent (***%) Immune Design: *** percent (***%) IDRI or (B) in countries within the IDRI Territory equally; or (ii) notify IDRI that Immune Design does not desire to file such patent application in such jurisdiction and provide IDRI with the opportunity to file and prosecute such patent application, provided that if IDRI files and prosecutes such patent application in such jurisdiction, then Immune Design’s license rights to such License Patent in such country will become nonexclusive in such country under such Licensed GLA Patent (and/or patent application). Immune Design shall be responsible for the costs and expenses incurred in connection with its own activities for filing, prosecuting and maintaining the Licensed Patents; IDRI shall be responsible for monitoring of such activities by IDRI.

Licensed Patents. (i) Eisai Optimer shall have the first right toright, but not the obligation, to control and shall use reasonable endeavours tomanage the preparation, filefiling, prosecute prosecution (including any interferences, reissue proceedings and maintain reexaminations) and maintenance of all Licensed Patents in the Territory, [***]at Optimer’s sole cost and expense and by counsel of its own choice. For the purpose of this Article 5, “prosecution” Optimer (itself or through its patent counsel) shall include any post-grant proceeding including keep Partner (or Partner’s patent interference proceeding, opposition proceeding and reexamination. (iicounsel) Eisai shall consult with Roivant and keep Roivant reasonably informed of progress with regard to the status preparation, filing, prosecution and maintenance of Licensed Patents in the Territory. Optimer will notify Partner of all warning letters, conflict proceedings, reexaminations, reissuance, oppositions, revocation proceedings or any other material challenge relating to a given Licensed Patent in the Territory. Optimer will consult with, and consider in good faith the requests and suggestions of, Partner with respect to strategies for filing and prosecuting Licensed Patents in the Territory. Optimer shall keep Partner regularly updated as to the progress of prosecution of and all other proceedings relating to the filing, maintenance and any challenge to the Licensed Patents in the Territory. Optimer shall provide reasonable prior written notice to Partner before taking any material step in relation to the prosecution or maintenance of or any other proceedings relating to the Licensed Patents in the Territory and shall promptly provide Roivant with all material correspondence received from any Government Authority allow Partner to make comments and recommendations in connection therewith. In additionrelation thereto, Eisai which Optimer shall use reasonable endeavours to provide Roivant with drafts of all proposed material filings and correspondence to any Government Authority with respect to the Licensed Patents in the Territory for Roivant’s review and comment prior to the submission of such proposed filings and correspondences. Eisai shall confer with Roivant and reasonably consider in good faith Roivant’s comments prior faith. If Partner reasonably believes that a representation or omission made or proposed to submitting be made by Optimer or its patent counsel is liable to mislead a patent office then the Parties will discuss the issue. If Optimer is not willing to change its view then to the extent necessary to comply with anti-trust law, Partner shall be entitled to contact such filings and correspondences, but, for patent office directly in respect of such representation or omission. In the avoidance of doubt, shall decide (in its absolute discretion) whether event that Optimer desires to adopt any of Roivant’s comments. (iii) Eisai shall notify Roivant abandon or cease prosecution or maintenance of any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Territory at least [***] prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent. [***] If Eisai 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 Licensed Patents Patent in the Territory, Eisai or not defend proceedings in relation to any Licensed Patent in the Territory, Optimer shall permit Roivantprovide reasonable prior written notice to Partner of such intention to abandon, cease prosecution or maintenance or not defend proceedings (which notice shall, to the extent possible, be given no later than thirty (30) days prior to the next deadline for any action that must be taken with respect to any such Licensed Patent in the relevant patent office or proceeding). In such case, at Partner’s sole discretion, upon written notice to Optimer from Partner, Partner may elect to continue prosecution and/or maintenance of any such Licensed Patent in the Territory, at its discretion [***]sole cost and expense and by counsel of its own choice, to continue prosecution or maintenance of such Licensed Patent. RoivantOptimer shall provide Partner reasonable assistance (at Partner’s prosecution or maintenance of expense) in doing so, and such Licensed Patent shall not be included in the definition of Valid Claim for the purposes of royalty payments by Partner hereunder but shall remain a Licensed Patent for the purposes of Section 2.1 of this Agreement. If Optimer reasonably believes that a representation or omission made or proposed to be made by Partner or its patent counsel is liable to mislead a patent office then the Parties will discuss the issue. If Partner is not willing to change its view then to the Parties’ respective extent necessary to comply with anti-trust law, Optimer shall be entitled to contact such patent office directly in respect of such representation or omission. Optimer reserves all rights and obligations to practice under this Agreement with respect to such Licensed Patent other than those Patents in and outside the Territory except as expressly set forth licensed to Partner in this Section 5.3(a)(iii)Agreement.

Licensed Patents. (i) Eisai Licensee shall have the first right to, and shall use reasonable endeavours toto prepare, file, prosecute prosecute, maintain, enforce and maintain all defend (including with respect to related interference, re-issuance, re-examination and opposition proceedings) the Licensed Patents in the Territory, [***]at its sole cost and expense using reasonable care and skill; provided that in no event shall Licensee take any actions with respect to any Licensed Patent that would be reasonably expected to reduce or narrow the scope or coverage of such Licensed Patent without the prior consent of Sanofi, such consent to not be unreasonably withheld, conditioned or delayed. For The Parties shall cooperate in good faith to complete the purpose transfer to Licensee or its designated legal counsel, promptly after the Effective Date, of this Article 5all official exchanges between Sanofi’s counsel and the applicable Governmental Authorities (e.g., “prosecution” shall include any post-grant proceeding including patent interference proceedingoffices with respect to office actions and their replies and the authentic text of granted Licensed Patents), opposition proceeding and reexamination. (ii) Eisai shall consult with Roivant such other relevant documents and keep Roivant reasonably informed information in Sanofi’s Control pertaining to the prosecution of the status of the Licensed Patents in the Territory and Territory; provided however that Sanofi shall promptly provide Roivant with all material correspondence received from not be obligated to disclose its internal e-mail exchanges or notes regarding the substantive proceedings or any Government Authority in connection therewithother privileged information. In addition, Eisai shall use reasonable endeavours If Licensee plans to provide Roivant with drafts of all proposed material filings and correspondence to abandon any Government Authority with respect to the Licensed Patents Patent in the Territory for Roivant’s review and comment prior to the submission of such proposed filings and correspondences. Eisai shall confer with Roivant and consider in good faith Roivant’s comments prior to submitting such filings and correspondencesTerritory, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of Roivant’s comments. (iii) Eisai Licensee shall notify Roivant of any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents Sanofi in the Territory writing at least [***] prior to any filing or payment due date, or any other in advance of the due date of any payment or other action that requires actionis required to prosecute and maintain such Licensed Patent and Sanofi shall have the right, in connection with but not the obligation, to continue to prosecute and maintain such Licensed Patent. [***] If Eisai makes in such a decision notice, Licensee can demonstrate to cease Sanofi’s satisfaction that Sanofi’s interests, including any remuneration that may be payable to Sanofi hereunder, would not be adversely affected by such abandonment, then Licensee may proceed with such abandonment without such Licensed Patent being terminated per the following proviso; provided however if Sanofi believes that the Licensed Patent that Licensee intends to abandon could have further commercial value to Sanofi and Sanofi continues the prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Territory, Eisai shall permit Roivant, at its discretion [***], to continue prosecution or and maintenance of such Licensed Patent. Roivant’s prosecution or maintenance of , then all licenses under such Licensed Patent granted in Section 2.1 (Grants to Licensee) shall not change terminate upon delivery of such notice and Sanofi shall thereafter have the Parties’ respective rights sole right to prosecute, maintain, enforce and obligations under this Agreement with respect to defend such Licensed Patent other than those expressly set forth in this Section 5.3(a)(iii)Patent.

Licensed Patents. Unless otherwise provided herein, the Licensed Patents will be held in the name of Licensor and obtained with counsel or patent agent(s) authorized to represent Licensor and mutually agreed upon by the parties. Licensor shall provide Licensee with (ia) Eisai copies of all relevant documentation related to the prosecution of the Licensed Patents so that Licensee may be informed and appraised of and meaningfully consulted as to their filing, continuing prosecution and maintenance and (b) reasonable opportunity to advise Licensor on the filing, continuing prosecution and maintenance, and to comment on all relevant matters relating thereto, including review of filings and draft responses prior to filing with the applicable patent office. In the event of a disagreement between Licensor and Licensee regarding the filing, prosecution or maintenance of the Licensed Patent Rights, Licensee shall have final decision making authority with respect to such disputed issue. In the event that Licensee does not agree that any given patent application or patent should be made, prosecuted or maintained (hereinafter referred to as a “Licensor Patent”), Licensor shall have the first right to, and shall use reasonable endeavours to, fileunilaterally to make, prosecute and maintain all Licensed Patents in such Licensor Patent, and Licensee shall not have any rights to such Licensor Patent. In the Territory, [***]. For the purpose of this Article 5, “prosecution” shall include event that Licensor elects to abandon any post-grant proceeding including patent interference proceeding, opposition proceeding and reexamination. (ii) Eisai shall consult with Roivant and keep Roivant reasonably informed of the status of or patent application within the Licensed Patents in the Territory and shall promptly provide Roivant with all material correspondence received from any Government Authority in connection therewith. In additionPatents, Eisai shall use reasonable endeavours to provide Roivant with drafts of all proposed material filings and correspondence to any Government Authority with respect to the Licensed Patents in the Territory for Roivant’s review and comment prior to the submission of such proposed filings and correspondences. Eisai shall confer with Roivant and consider in good faith Roivant’s comments prior to submitting such filings and correspondences, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of Roivant’s comments. (iii) Eisai it shall notify Roivant of any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Territory Licensee at least [***] prior to any filing or payment due date, or any other due date that requires action, in connection advance of the associated statutory deadline with the applicable patent office. In the event Licensee disagrees with such abandonment, Licensor shall continue prosecution or maintenance, as the case may be, of such patent or patent application. 7.1.1 Licensor shall use its reasonable efforts to amend any patent application to include claims reasonably requested by Licensee and required to protect the Licensed PatentProducts. 7.1.2 Licensee agrees to pay all costs and legal fees incurred by Licensor on behalf of Licensee for the filing, prosecution, maintenance and taxes for the Licensed Patents (other than Licensor Patents). Such costs will include the reasonable and documented -of Licensor’s internal patent agents, out-of-pocket costs for the filing, prosecution and maintenance of the Licensed Patents, including in the event of an Inter Partes Review by the US patent office (or similar process in a country outside the US) reasonable and documented attorneys’ fees, expenses, official and filing fees. All reasonable and documented expenses incurred after the Effective Date for such prosecution, maintenance and taxes shall be reimbursed to Licensor by Licensee within [***] If Eisai 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 Licensed Patents in the Territory, Eisai shall permit Roivant, at its discretion [***], to continue prosecution or maintenance of such Licensed Patent. Roivant’s prosecution or maintenance of such Licensed Patent shall not change the Parties’ respective rights and obligations under this Agreement with respect to such Licensed Patent other than those expressly set forth in this Section 5.3(a)(iii)invoicing.

Licensed Patents. (i) Eisai Licensee shall have the first right toright, but not an obligation, to initiate, maintain and shall use reasonable endeavours tocontrol, fileat Licensee’s expense, prosecute and maintain all Licensed Patents in the Territory, [***]. For the purpose of this Article 5, “prosecution” shall include legal action against any post-grant proceeding including patent interference proceeding, opposition proceeding and reexamination. (ii) Eisai shall consult with Roivant and keep Roivant reasonably informed of the status infringement of the Licensed Patents by a Third Party Product in the Territory and shall promptly provide Roivant with all material correspondence received from any Government Authority Field in connection therewiththe Territory. In addition, Eisai shall use reasonable endeavours to provide Roivant with drafts the event that Licensee initiates legal action against infringement of all proposed material filings and correspondence to any Government Authority with respect to the Licensed Patents by a Third Party, Licensee shall notify Ligand in writing. In order to establish standing, Ligand, upon request of Licensee, agrees to timely commence or to join in any such litigation, at Licensee’s expense, and in any event to cooperate with Licensee in such litigation at Licensee’s expense (and for clarity Licensee will indemnify Ligand in full against applicable damages owed to Third Parties resulting from such litigation). If Licensee does not take steps to defend or enforce the Licensed Patents, Ligand shall have the right, but not an obligation, to initiate, maintain and control, at its expense, legal action against any infringement of the Licensed Patents by a Third Party Product in the Territory for Roivant’s review Field in the Territory. Any recovery received by a Party from legal action initiated pursuant to this Section 5.2 (Licensed Patents and comment prior to the submission of such proposed filings Licensed Know-How Enforcement and correspondences. Eisai shall confer with Roivant and consider in good faith Roivant’s comments prior to submitting such filings and correspondencesDefense), butwhether by judgment, for the avoidance of doubtaward, decree or settlement, shall decide (be used first to reimburse such Party for its out-of-pocket costs and expenses actually incurred in pursuing such legal action, and second to reimburse the other Party for its absolute discretion) whether to adopt any of Roivant’s comments. (iii) Eisai shall notify Roivant costs and expenses actually incurred in connection with such legal action. The remainder of any decision to cease prosecution and/or maintenance ofrecovery or distribution received by a Party under this Section 5.2 (Licensed Patents and Licensed Know-How Enforcement and Defense), or not to continue to pay the after reimbursement of costs and expenses of prosecution and/or maintenance ofLigand and Licensee, any Licensed Patents in shall be: (i) if Licensee is the Territory at least enforcing party, treated as Net Sales subject to a royalty obligation hereunder, and (ii) if Ligand is the enforcing party, shall be shared [***] prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent. by Ligand and [***] If Eisai 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 Licensed Patents in the Territory, Eisai shall permit Roivant, at its discretion [***], to continue prosecution or maintenance of such Licensed Patent. Roivant’s prosecution or maintenance of such Licensed Patent shall not change the Parties’ respective rights and obligations under this Agreement with respect to such Licensed Patent other than those expressly set forth in this Section 5.3(a)(iii)by Licensee.

Licensed Patents. (i) Eisai Optimer shall have the first right toright, but not the obligation, to control and shall use reasonable endeavours tomanage the preparation, filefiling, prosecute prosecution (including any interferences, reissue proceedings and maintain reexaminations) and maintenance of all Licensed Patents in the TerritoryTerritory by counsel of its own choice. Optimer shall bear all costs and expenses incurred by Optimer in connection with the preparation, filing, prosecution and maintenance by Optimer of the Licensed Patents in [...***...] (the “[...***...]”). For In the purpose event Partner wishes Optimer to prepare, file, prosecute or maintain a particular Licensed Patent in any country in the Territory other than the [...***...] (the “Additional Countries”), it shall provide written notice thereof to Optimer, and Partner shall be solely responsible for all reasonable costs and expenses incurred by Optimer in connection with the preparation, filing, prosecution and maintenance of this Article 5the Licensed Patents in the Additional Countries. Partner shall reimburse Optimer for such reasonable costs and expenses incurred by Optimer in connection with the preparation, “prosecution” filing, prosecution and maintenance of the Licensed Patents in the Additional Countries within forty five (45) days from the date of invoice for such costs and expenses by Optimer. Optimer shall include any post-grant proceeding including patent interference proceeding, opposition proceeding and reexamination. (ii) Eisai shall consult with Roivant and keep Roivant Partner reasonably informed of progress with regard to the status preparation, filing, prosecution and maintenance of Licensed Patents in the Territory including the countries in the Territory in which it intends to file, maintain or abandon a given Patent. Optimer will notify the Partner of all warning letters, conflict proceedings, reexaminations, reissuance, oppositions, revocation proceedings or any other material challenge relating to a given Licensed Patent in the Territory. Optimer will consult with, and consider in good faith the requests and suggestions of, Partner with respect to strategies for filing and prosecuting Licensed Patents in the Territory. Optimer shall keep Partner regularly updated as to the progress of prosecution of and all other proceedings relating to the filing, maintenance and any challenge to the Licensed Patents in the Territory. Optimer shall provide reasonable prior written notice to Partner before taking any material step in relation to the prosecution or maintenance of or any other proceedings relating to the Licensed Patents in the Territory and shall promptly provide Roivant with all material correspondence received from any Government Authority allow Partner to make comments and recommendations in connection therewith. In additionrelation thereto, Eisai which Optimer shall use reasonable endeavours to provide Roivant with drafts of all proposed material filings and correspondence to any Government Authority with respect to the Licensed Patents in the Territory for Roivant’s review and comment prior to the submission of such proposed filings and correspondences. Eisai shall confer with Roivant and reasonably consider in good faith Roivant’s comments prior faith. If Partner reasonably believes that a representation or omission made or proposed to submitting be made by Optimer or its patent counsel is liable to mislead a patent office then the Parties will discuss the issue. If Optimer is not willing to change its view then to the extent necessary to comply with anti-trust law, Partner shall be entitled to contact such filings and correspondences, but, for patent office directly in respect of such representation or omission. In the avoidance of doubt, shall decide (in its absolute discretion) whether event that Optimer desires to adopt any of Roivant’s comments. (iii) Eisai shall notify Roivant abandon or cease prosecution or maintenance of any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Territory at least [***] prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent. [***] If Eisai 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 Licensed Patents Patent in the Territory, Eisai or not defend proceedings in relation to any Licensed Patent in the Territory, Optimer shall permit Roivantprovide reasonable prior written notice to Partner of such intention to abandon, cease prosecution or maintenance or not defend proceedings (which notice shall, to the extent possible, be given no later than thirty (30) days prior to the next deadline for any action that must be taken with respect to any such Licensed Patent in the relevant patent office or proceeding). In such case, at Partner’s sole discretion, upon written notice to Optimer from Partner, Partner may elect to continue prosecution and/or maintenance of any such Licensed Patent in the Territory, at its discretion [***], to continue prosecution or maintenance sole cost and expense and by counsel of such Licensed Patent. Roivant’s prosecution or maintenance of its own choice and such Licensed Patent shall not change be included in the Parties’ respective rights and obligations under this Agreement with respect to such Licensed Patent other than those expressly set forth in this Section 5.3(a)(iii)definition of Valid Claim.

Licensed Patents. (ia) Eisai As between the Parties, Licensor shall have the first right toright, and shall use reasonable endeavours tobut not the obligation, to prepare, file, prosecute and maintain all the Licensed Patents, including directing any related interference, re-issuance, re-examination and opposition proceedings with respect thereto, worldwide, in each case, at its sole cost and expense and through counsel of its choice. Licensee shall use Commercially Reasonable Efforts, consistent with Applicable Law, to make employee inventors available to Licensor for consultation from time to time to facilitate Licensor’s prosecution of the Licensed Patents. (b) Licensor shall keep Licensee reasonably informed of progress with regard to the preparation, filing, prosecution and maintenance of the Licensed Patents, as applicable, in the Territory, including by providing Licensee with a copy of material communications to and from any patent authority in the Territory regarding such Patents and by providing Licensee drafts of any material filings or responses to be made to such patent authorities sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for Licensee to review and comment thereon. Licensor shall consider in good faith the requests and suggestions of Licensee with respect to such drafts and with respect to strategies for filing and prosecuting such Licensed Patents in the Territory, [***]. For the purpose of this Article 5, “prosecution” shall include any post-grant proceeding including patent interference proceeding, opposition proceeding and reexamination. (iic) Eisai shall consult with Roivant and keep Roivant reasonably informed of If, as between the status of the Licensed Patents in the Territory and shall promptly provide Roivant with all material correspondence received from any Government Authority in connection therewith. In additionParties, Eisai shall use reasonable endeavours to provide Roivant with drafts of all proposed material filings and correspondence to any Government Authority with respect to the Licensed Patents in the Territory for Roivant’s review and comment prior to the submission of such proposed filings and correspondences. Eisai shall confer with Roivant and consider in good faith Roivant’s comments prior to submitting such filings and correspondences, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of Roivant’s comments. (iii) Eisai shall notify Roivant of any decision to cease prosecution and/or maintenance of, or Licensor decides not to continue to pay the expenses of prosecution and/or maintenance ofprepare, any file, prosecute or maintain a Licensed Patents Patent in the Territory at least [***] prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent. [***] If Eisai 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 Licensed Patents country in the Territory, Eisai Licensor shall permit Roivantprovide reasonable prior written notice to Licensee of such intention and Licensee shall thereupon have the right, at in its discretion [***]sole discretion, to continue assume the Control and direction of the preparation, filing, prosecution or maintenance of such Licensed Patent. Roivant’s prosecution or and maintenance of such Licensed Patent at its sole cost and expense in such country, provided that Licensee shall not change use a reputable, outside counsel mutually agreed to by the Parties’ respective rights and obligations under this Agreement , such agreement not to be unreasonably withheld, conditioned or delayed, and, with respect to any AstraZeneca Product References in connection with the filing, prosecution or maintenance of any such Licensed Patent other than those expressly set forth in this Section 5.3(a)(iii)Patents, using only factual statements supported by the approved label for the AstraZeneca Product or presenting a balanced view of the AstraZeneca Product considering the approved label thereof as a whole.

Licensed Patents. (i) Eisai 9.1.1 Oculis shall be responsible for and shall have the first exclusive right with respect to, the preparation, filing, prosecution, protection, maintenance and enforcement of all Patent Rights in respect of the Licensed Technology in its discretion using its patent counsel. Oculis shall use reasonable endeavours toconsult with Accure with respect thereto, filesupply Accure with a copy of the application as filed, prosecute together with notice of its filing date and maintain serial number; and keep Accure advised of the status of actual and prospective Patent Right filings, including office actions, and keep Accure informed about and provide copies of all the relevant information exchanged between Oculis and the different Industrial or Intellectual Property Registration Offices regarding the prosecution, maintenance, defense and enforcement of the Licensed Patents. The cost and expense of filing, prosecuting, maintaining and enforcing all Licensed Patents shall be borne by Oculis. Accure shall, and hereby procures its personnel will, provide all requested information and perform all acts reasonably requested by Oculis in connection with the prosecution, maintenance, defense or enforcement of the Licensed Technology. Without limiting the foregoing, Accure and its Affiliates may not file for further Patent Rights relating to Licensed Technology. 9.1.2 Should Oculis not be interested in the Territoryprosecution, defense and maintenance of any or all of the Licensed Patents, and/or ▇▇▇▇▇▇ decides not to pay all reasonable and necessary expenses with respect to the prosecution, defense or maintenance of any Licensed Patent before any upcoming deadline, Oculis shall give reasonable advance notice to Accure (no less than [***]. For ), and subsequent to such notice Accure shall act as it deems appropriate in connection with the purpose of this Article 5prosecution, “prosecution” shall include any post-grant proceeding including patent interference proceeding, opposition proceeding defense and reexamination. (ii) Eisai shall consult with Roivant and keep Roivant reasonably informed of the status maintenance of the Licensed Patents in the Territory at their discretion and at their own cost. As from such notification, Oculis shall promptly provide Roivant with all material correspondence received from any Government Authority in connection therewith. In addition, Eisai shall use reasonable endeavours to provide Roivant with drafts of all proposed material filings and correspondence to any Government Authority with respect to the Licensed Patents in the Territory not be responsible for Roivant’s review and comment prior to the submission of such proposed filings and correspondences. Eisai shall confer with Roivant and consider in good faith Roivant’s comments prior to submitting such filings and correspondences, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of Roivant’s comments. (iii) Eisai shall notify Roivant of any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Territory at least [***] prior to any filing or payment due date, or any other due date that requires action, in connection costs associated with such Licensed Patent. [***] If Eisai makes Patents, and, where such a decision to cease prosecution and/or notification is provided following such time as ▇▇▇▇▇▇ assumes responsible for performing patenting matters as set forth above, Oculis shall not be responsible for the preparation, filing, prosecution, protection and maintenance of, or not to continue to pay of the expenses of prosecution and/or maintenance of, any mentioned Licensed Patents in and such Patent Rights shall cease to be Licensed Patents and the Territory, Eisai provisions of Agreement shall permit Roivant, at its discretion [***], to continue prosecution or maintenance be of such Licensed Patent. Roivant’s prosecution or maintenance of such Licensed Patent shall not change the Parties’ respective rights and obligations under this Agreement no further effect with respect to such Licensed Patent other than those expressly set forth in this Section 5.3(a)(iii)patent and/or country of the Territory.

Licensed Patents. (i) Eisai As between the Parties, Novartis shall have the first right toright, but not the obligation, to Prosecute and shall use reasonable endeavours toMaintain, fileincluding related strategies, prosecute and maintain all Licensed Patents throughout the world, and Novartis shall be solely responsible for all costs and expenses incurred in the Territory, [***]. For the purpose of this Article 5, “prosecution” shall include any post-grant proceeding including patent interference proceeding, opposition proceeding connection with such Prosecution and reexaminationMaintenance. (ii) Eisai Novartis shall consult with Roivant and keep Roivant reasonably informed advise Licensor of the status filing information of the such Licensed Patents in so that Licensor may download prosecution correspondence from the Territory and shall promptly provide Roivant with all material correspondence received from any Government Authority in connection therewithrelevant patent office. In addition, Eisai Novartis shall use reasonable endeavours to promptly provide Roivant Licensor with drafts of all proposed material filings and correspondence to any Government Authority patent authorities with respect to the such Licensed Patents in the Territory for RoivantLicensor’s review and comment prior to the submission of such proposed filings and correspondencescorrespondence. Eisai Novartis shall confer with Roivant Licensor and consider in good faith Roivanttake into consideration Licensor’s comments prior to submitting such filings and correspondencescorrespondence; provided that Licensor provides such comments within [***] of receiving the draft filings and correspondence from Novartis. If Licensor does not provide comments within such period of time, butthen Licensor shall be deemed to have no comment to such proposed filings or correspondence. Subject to Licensor’s right to continue Prosecution and Maintenance of any such Licensed Patents pursuant to Section 10.3(a)(iii) (Licensed Patents) below, for in case of a disagreement between the avoidance Parties with respect to the Prosecution and Maintenance of doubtsuch Licensed Patents, the final decision shall decide (in its absolute discretion) whether to adopt any of Roivant’s commentsbe made by Novartis. (iii) Eisai Novartis shall notify Roivant Licensor of any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses Prosecution and Maintenance of prosecution and/or maintenance of, any Licensed Patents Patent in the Territory any country. Novartis shall provide such notice at least [***] prior to any filing or payment due date, or any other due date that requires actionaction in order to avoid loss of rights, in connection with such Licensed Patent. [***] If Eisai makes In such a decision to cease prosecution and/or maintenance ofevent, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Territory, Eisai shall permit RoivantLicensor may, at its discretion [***]and expense, to continue prosecution or maintenance Prosecution and Maintenance of such Licensed Patent. Roivant’s prosecution or maintenance Patent Rights in such country; provided that the Licensor shall consider in good faith any reasonable comments of such Licensed Patent shall not change the Parties’ respective rights and obligations under this Agreement Novartis with respect to such double patenting (including “obviousness type” double patenting) or other concerns that could reasonably adversely impact the Licensed Patent other than those expressly set forth in this Section 5.3(a)(iii)Patents.

Licensed Patents. (i) Eisai LICENSOR shall have the first right toright, but not the obligation, at its expense, to obtain, prosecute, maintain and defend throughout the Territory the Licensed Patents. In this regard, LICENSOR shall use commercially reasonable endeavours to, efforts to file, prosecute prosecute, maintain and maintain all Licensed Patents in the Territory, [***]. For the purpose of this Article 5, “prosecution” shall include any post-grant proceeding including defend patent interference proceeding, opposition proceeding and reexamination. (ii) Eisai shall consult with Roivant and keep Roivant reasonably informed of the status applications to secure claims of the Licensed Patents in the Territory and shall promptly provide Roivant with Patents. LICENSOR will instruct patent counsel to copy LICENSEE on all material correspondence received from any Government Authority in connection therewith. In addition, Eisai shall use reasonable endeavours to provide Roivant with drafts of all proposed material filings and correspondence to any Government Authority with respect to the Licensed Patents and to provide for reasonable participation by LICENSEE in all material dealings with patent counsel and patent offices with respect to Licensed Patents. LICENSOR shall consider and incorporate all reasonable comments of LICENSEE with respect to patent filing and correspondence with patent offices unless determined to be materially detrimental to LICENSOR’s rights in Licensed Patents. If LICENSOR elects not to (i) pursue the Territory for Roivant’s review and comment prior to the submission filing, prosecution, maintenance or defense of such proposed filings and correspondences. Eisai shall confer with Roivant and consider a Licensed Patent or any claim therein in good faith Roivant’s comments prior to submitting such filings and correspondences, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of Roivant’s comments. (iii) Eisai shall notify Roivant of any decision to cease prosecution and/or maintenance ofa particular country, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Territory at least [***] prior to any filing or payment due date, or (ii) take any other due date action with respect to a Licensed Patent in a particular country that requires actionis necessary or useful to establish or preserve rights thereto, then in connection with each such case LICENSOR shall so notify LICENSEE promptly in writing and in reasonable time to enable LICENSEE to meet any deadlines by which an action must be taken to establish or preserve any such rights in such Licensed Patent, as applicable, in such country. [***] If Eisai makes Upon receipt of each such a decision to cease prosecution and/or maintenance of, notice by LICENSOR or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Territory, Eisai shall permit Roivantif, at its discretion [***]any time, LICENSOR fails to initiate any such action after a request by LICENSEE that it do so, LICENSEE shall have the right, but not the obligation, to continue prosecution pursue the filing or support the continued prosecution, maintenance of such Licensed Patent. Roivant’s prosecution or maintenance defense of such Licensed Patent at its expense in such country. If LICENSEE elects to pursue such filing or continue such support, then LICENSEE shall not change notify LICENSOR of such election. Each Party shall, at the Parties’ respective rights other Party’s request, assist and obligations under this Agreement cooperate in the filing and prosecution, maintenance or defense of any application, amendment, submission, response or correspondence with respect to such any Licensed Patent Patents. Each Party shall provide the other than those expressly set forth Party, sufficiently in this Section 5.3(a)(iii)advance for the other Party to comment, with copies of all patent applications and other material submissions and correspondence with any patent counsel or patent authorities pertaining to the Licensed Patents. Each Party shall give due consideration to the comments of the other Party.

Licensed Patents. (i) Eisai Licensee shall have the first right to, and shall use reasonable endeavours toto prepare, file, prosecute prosecute, maintain, enforce and maintain all defend (including with respect to related interference, re-issuance, re-examination and opposition proceedings) the Licensed Patents in the Territory, [***]at its sole cost and expense using reasonable care and skill; provided that in no event shall Licensee take any actions with respect to any Licensed Patent that would be reasonably expected to reduce or narrow the scope or coverage of such Licensed Patent without the prior consent of Sanofi, such consent to not be unreasonably withheld, conditioned or delayed. For The Parties shall cooperate in good faith to complete the purpose transfer to Licensee or its designated legal counsel, promptly after the Effective Date, of this Article 5all official exchanges between Sanofi’s counsel and the applicable Governmental Authorities (e.g. patent offices with respect to office actions and their replies and the authentic text of granted Licensed Patents), “prosecution” shall include any post-grant proceeding including patent interference proceeding, opposition proceeding and reexamination. (ii) Eisai shall consult with Roivant such other relevant documents and keep Roivant reasonably informed information in Sanofi’s Control pertaining to the prosecution of the status of the Licensed Patents in the Territory and Territory; provided however that Sanofi shall promptly provide Roivant with all material correspondence received from not be obligated to disclose its internal e-mail exchanges or notes regarding the substantive proceedings or any Government Authority in connection therewithother privileged information. In addition, Eisai shall use reasonable endeavours If Licensee plans to provide Roivant with drafts of all proposed material filings and correspondence to abandon any Government Authority with respect to the Licensed Patents Patent in the Territory for Roivant’s review and comment prior to the submission of such proposed filings and correspondences. Eisai shall confer with Roivant and consider in good faith Roivant’s comments prior to submitting such filings and correspondencesTerritory, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of Roivant’s comments. (iii) Eisai Licensee shall notify Roivant of any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents Sanofi in the Territory writing at least [***] prior to any filing or payment due date, or any other in advance of the due date of any payment or other action that requires actionis required to prosecute and maintain such Licensed Patent and Sanofi shall have the right, in connection with but not the obligation, to continue to prosecute and maintain such Licensed Patent. [***] If Eisai makes in such a decision notice, Licensee can demonstrate to cease Sanofi’s satisfaction that Sanofi’s interests, including any remuneration that may be payable to Sanofi hereunder, would not be adversely affected by such abandonment, then Licensee may proceed with such abandonment without such Licensed Patent being terminated per the following proviso; provided however if Sanofi believes that the Licensed Patent that Licensee intends to abandon could have further commercial value to Sanofi and Sanofi continues the prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Territory, Eisai shall permit Roivant, at its discretion [***], to continue prosecution or and maintenance of such Licensed Patent. Roivant’s prosecution or maintenance of , then all licenses under such Licensed Patent granted in Section 2.1 (Grants to Licensee) shall not change terminate upon delivery of such notice and Sanofi shall thereafter have the Parties’ respective rights sole right to prosecute, maintain, enforce and obligations under this Agreement with respect to defend such Licensed Patent other than those expressly set forth in this Section 5.3(a)(iii)Patent.

Licensed Patents. (i) Eisai As between the Parties, Arctic Vision shall have the first right toto file, prosecute, and shall use reasonable endeavours to, file, prosecute and maintain all the Licensed Patents in the Territory, [***]at Arctic Vision’s cost and expense, provided that Arctic Vision shall use Commercially Reasonable Efforts in exercising such right and shall use Commercially Reasonable Efforts to not take any actions with respect thereto that would reasonably be anticipated, at the time such decision is made, to adversely affect any Patents owned or Controlled by Eyenovia or any Affiliate thereof outside the Territory that Cover any Product or component thereof. For In furtherance of the purpose foregoing, (i) upon Arctic Vision’s request, Eyenovia shall provide Arctic Vision any files and documents in Eyenovia’s or its Affiliates’ possession and Control that are necessary or materially useful in the prosecution or maintenance of this Article 5, “prosecution” shall include any post-grant proceeding including patent interference proceeding, opposition proceeding the Licensed Patents in the Territory and reexamination. (ii) Eisai the Parties shall cooperate in good faith to exchange information on a reasonably periodic basis with respect to the prosecution and maintenance of the Licensed Patents and the corresponding Patents owned or Controlled by Eyenovia outside the Territory. Promptly after the Effective Date, Eyenovia shall transfer the prosecution and maintenance of the Licensed Patents in the Territory to Arctic Vision or its counsel. Without limiting the generality of the foregoing, Arctic Vision shall, on a reasonably periodic basis, consult with Roivant Eyenovia and keep Roivant Eyenovia reasonably informed of the status of the Licensed Patents in the Territory and shall promptly provide Roivant Eyenovia with all an English language and, if in a language other than English, original copy of any material correspondence received from any Government Authority patent authority in the Territory in connection therewith. In addition, Eisai Arctic Vision shall use reasonable endeavours to provide Roivant Eyenovia with English language and, if in a language other than English, original drafts of all proposed material filings and correspondence to any Government Authority patent authority in the Territory with respect to the Licensed Patents in the Territory for Roivant’s to provide Eyenovia a reasonable opportunity to review and comment thereon prior to the submission of such proposed filings and correspondencessubmission. Eisai shall confer with Roivant and consider in good faith Roivant’s comments prior to submitting such filings and correspondences, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of Roivant’s comments. (iii) Eisai Arctic Vision shall notify Roivant Eyenovia in writing of any decision to not file, or to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Territory Territory. Arctic Vision shall provide such notice at least [***[ ] ([ ]) [ ] prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent. [***] If Eisai makes In such a decision to cease prosecution and/or maintenance ofevent, upon Eyenovia’s request, (i) Arctic Vision shall provide Eyenovia any files and documents in Arctic Vision’s or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents its Affiliates’ possession and Control that are necessary or materially useful in the Territory, Eisai shall permit Roivant, at its discretion [***], to continue prosecution or maintenance of such Licensed Patent. Roivant’s prosecution or maintenance of such Licensed Patent and (ii) Arctic Vision shall not change transfer the Parties’ respective rights prosecution and obligations under this Agreement with respect to maintenance of such Licensed Patent other than those expressly set forth to Eyenovia, and thereafter Eyenovia shall have the right to file, prosecute, maintain, and defend such Licensed Patent in the Territory at Eyenovia’s cost and expense and (ii) such Patent, and any Patents claiming priority thereto, shall no longer be included in the Licensed Patents for purposes of this Section 5.3(a)(iii)Agreement.

Licensed Patents. (i) Eisai 9.1.1 Oculis shall be responsible for and shall have the first exclusive right with respect to, the preparation, filing, prosecution, protection, maintenance and enforcement of all Patent Rights in respect of the Licensed Technology in its discretion using its patent counsel. Oculis shall use reasonable endeavours toconsult with Accure with respect thereto, filesupply Accure with a copy of the application as filed, prosecute together with notice of its filing date and maintain serial number; and keep Accure advised of the status of actual and prospective Patent Right filings, including office actions, and keep Accure informed about and provide copies of all the relevant information exchanged between Oculis and the different Industrial or Intellectual Property Registration Offices regarding the prosecution, maintenance, defense and enforcement of the Licensed Patents. The cost and expense of filing, prosecuting, maintaining and enforcing all Licensed Patents shall be borne by Oculis. Accure shall, and hereby procures its personnel will, provide all requested information and perform all acts reasonably requested by Oculis in connection with the prosecution, maintenance, defense or enforcement of the Licensed Technology. Without limiting the foregoing, Accure and its Affiliates may not file for further Patent Rights relating to Licensed Technology. 9.1.2 Should Oculis not be interested in the Territoryprosecution, defense and maintenance of any or all of the Licensed Patents, and/or Oculis decides not to pay all reasonable and necessary expenses with respect to the prosecution, defense or maintenance of any Licensed Patent before any upcoming deadline, Oculis shall give reasonable advance notice to Accure (no less than [***]. For ), and subsequent to such notice Accure shall act as it deems appropriate in connection with the purpose of this Article 5prosecution, “prosecution” shall include any post-grant proceeding including patent interference proceeding, opposition proceeding defense and reexamination. (ii) Eisai shall consult with Roivant and keep Roivant reasonably informed of the status maintenance of the Licensed Patents in the Territory at their discretion and at their own cost. As from such notification, Oculis shall promptly provide Roivant with all material correspondence received from any Government Authority in connection therewith. In addition, Eisai shall use reasonable endeavours to provide Roivant with drafts of all proposed material filings and correspondence to any Government Authority with respect to the Licensed Patents in the Territory not be responsible for Roivant’s review and comment prior to the submission of such proposed filings and correspondences. Eisai shall confer with Roivant and consider in good faith Roivant’s comments prior to submitting such filings and correspondences, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of Roivant’s comments. (iii) Eisai shall notify Roivant of any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Territory at least [***] prior to any filing or payment due date, or any other due date that requires action, in connection costs associated with such Licensed Patent. [***] If Eisai makes Patents, and, where such a decision to cease prosecution and/or notification is provided following such time as Oculis assumes responsible for performing patenting matters as set forth above, Oculis shall not be responsible for the preparation, filing, prosecution, protection and maintenance of, or not to continue to pay of the expenses of prosecution and/or maintenance of, any mentioned Licensed Patents in and such Patent Rights shall cease to be Licensed Patents and the Territory, Eisai provisions of Agreement shall permit Roivant, at its discretion [***], to continue prosecution or maintenance be of such Licensed Patent. Roivant’s prosecution or maintenance of such Licensed Patent shall not change the Parties’ respective rights and obligations under this Agreement no further effect with respect to such Licensed Patent other than those expressly set forth in this Section 5.3(a)(iii)patent and/or country of the Territory.

Licensed Patents. (i) Eisai CVT shall have the first right toright, and shall use reasonable endeavours to, filebut not the obligation to file applications for, prosecute and maintain all the Licensed Patents (including, without limitation, any Licensed Patents that consist of Patents jointly owned with FHI under Section 9.1 above). CVT shall use commercially reasonable diligent efforts to prosecute and maintain the Licensed Patents. CVT shall keep FHI regularly informed as to the status and issuance of the applications for the Licensed Patents. CVT must give timely advance notice to FHI of all intended actions and copies of all correspondence that would impact on the existence or scope of the Licensed Patents and CVT (along with its patent counsel) will seriously consider all comments and suggestions made by FHI (or its patent counsel) relating to the prosecution of the Licensed Patents, before any documents, correspondence or other papers are filed with the United States Patent and Trademark Office or other comparable office in the Territory, [***]. For the purpose of this Article 5, “prosecution” FHI shall include any post-grant proceeding including patent interference proceeding, opposition proceeding and reexamination. (ii) Eisai shall consult with Roivant and keep Roivant reasonably informed reimburse CVT for [ * ] of the status costs and expenses incurred by CVT in the filing, prosecution and maintenance of the Licensed Patents in the Territory and following the Effective Date; provided that FHI shall promptly provide Roivant with all material correspondence received from any Government Authority in connection therewith. In addition, Eisai shall use reasonable endeavours to provide Roivant with drafts of all proposed material filings and correspondence to any Government Authority have no payment obligations under this Section 9.2(a)(i) with respect to any extraordinary costs or expenses related to an interference proceeding (other than an interference brought by or on behalf of [ * ]) or legal or administrative action in connection with the Licensed Patents Patents. In the event that FHI notifies CVT that it does not wish to pay its share of the costs and expenses of filing, prosecution or maintenance of a particular Licensed Patent, such Licensed Patent thereafter shall cease to be deemed a "Licensed Patent," and FHI shall have no further obligations under this Section 9.2(a)(i) with respect to such Patent and no further license rights with respect to such Patent under this Agreement. (ii) In the event that FHI notifies CVT in writing that FHI desires that CVT file a patent application in a particular country in the Territory for Roivant’s review covering a particular invention in the Licensed Know-How, and comment prior CVT fails to the submission file such application within one hundred and twenty (120) days of receiving such proposed filings and correspondences. Eisai shall confer with Roivant and consider in good faith Roivant’s comments prior to submitting such filings and correspondences, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of Roivant’s comments. (iii) Eisai shall notify Roivant of any decision to cease prosecution and/or maintenance ofnotice, or such shorter period of time that may be required to preserve such patent rights, then FHI shall thereafter have the right but not the obligation to continue to pay the expenses of prosecution and/or maintenance of, file and prosecute such application and maintain any Licensed Patents in the Territory at least [***] prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent. [***] If Eisai 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 Licensed Patents issuing therefrom in the Territory, Eisai at FHI's expense. Following CVT's receipt of written notice from FHI confirming [ * ] = 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 24-b2 OF THE SECURITIES AND EXCHANGE ACT OF 1934, AS AMENDED. that FHI intends to so file and prosecute such application, CVT shall permit Roivantassign to FHI all of its right, at its discretion [***], to continue prosecution or maintenance of title and interest in such Licensed Patent. Roivant’s prosecution or maintenance of such Licensed Patent shall not change application and Patents issuing therefrom in the Parties’ respective rights and obligations under this Agreement with respect to such Licensed Patent other than those expressly set forth in this Section 5.3(a)(iii)Territory.

Licensed Patents. (i) Eisai As between the Parties, Licensor shall have the first right toright, and shall use reasonable endeavours tobut not the obligation, file, to prosecute and maintain all Licensed Patents in the Territory, [***]. For the purpose of this Article 5, “prosecution” shall include any post-grant proceeding including patent interference proceeding, opposition proceeding and reexamination. (ii) Eisai shall consult with Roivant and keep Roivant reasonably informed of the status of the Licensed Patents Infringement in the Territory with respect to the Licensed Patents, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Licensor’s sole cost and expense, using reputable, outside counsel mutually agreed to by the Parties, such agreement not to be unreasonably withheld, conditioned or delayed, and, with respect to any AstraZeneca Product References in connection with the prosecution of Infringement with respect to any such Patents, using only factual statements contained in the approved label for the AstraZeneca Product or otherwise approved by Licensor and MedImmune in writing. In the event Licensor prosecutes any such Infringement, Licensee and MedImmune shall promptly provide Roivant have the right to join as a party to such claim, suit or proceeding and participate with all material correspondence received from its own counsel at its sole cost and expense and the Parties shall consult prior to doing so; provided that Licensor shall retain control of the prosecution of such claim, suit or proceeding, including the response to any Government Authority defense or defense of any counterclaim raised in connection therewith. In addition, Eisai shall use If Licensor or its designee does not take and continue to pursue commercially reasonable endeavours steps to provide Roivant with drafts of all proposed material filings and correspondence to any Government Authority prosecute an Infringement with respect to the Licensed Patents in the Territory for Roivant’s review and comment prior to the submission of such proposed filings and correspondences. Eisai shall confer with Roivant and consider in good faith Roivant’s comments prior to submitting such filings and correspondences, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of Roivant’s comments. (iii) Eisai shall notify Roivant of any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents Field in the Territory at least [***] prior to any filing within thirty (30) days following the date upon which Licensor first receives notice or payment due date, or any other due date that requires action, in connection with such Licensed Patent. [***] If Eisai 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 Licensed Patents in the Territory, Eisai shall permit Roivant, at its discretion [***], to continue prosecution or maintenance otherwise learns of such Licensed Patent. RoivantInfringement or such shorter period as may be necessary to preserve Licensor’s prosecution rights to prosecute such Infringement effectively, unless the Parties otherwise agree in writing, or, provided such date occurs after Licensor receives notice or maintenance otherwise learns of such Licensed Patent shall not change Infringement, ten (10) Business Days before the Parties’ respective rights and obligations under this Agreement with respect to such Licensed Patent other than those expressly time limit, if any, set forth in this Section 5.3(a)(iii)Applicable Law for filing of such actions, whichever comes first, then (i) Licensor shall so notify Licensee and, (ii) Licensee may prosecute such alleged or threatened Infringement at its sole cost and expense.

Licensed Patents. (i) Eisai 4.2.1 Licensor shall use reasonably diligent efforts in controlling, filing, prosecuting, and maintaining any and all patents and patent applications within the Licensed Patents and shall hold title to all Licensed Patents, in all cases at its own cost and expense. 4.2.2 Licensee shall have the first right toof review and comment in respect to the Licensed Patents, meaning Licensor shall consult with Licensee in good faith regarding the preparation, filing, prosecution, and shall use reasonable endeavours tomaintenance of the Licensed Patents, fileincluding the conduct of interferences, prosecute the defense of oppositions and maintain all other similar proceedings with respect to claims therein. Without limiting the foregoing, Licensor will timely provide Licensee with a copy of any proposed patent application within such Licensed Patents in the Territory, and any proposed response or submission to any patent office at least [***]] business days prior to the filing or response deadline; provided, however, that such [***] business day period shall be reasonably reduced on a case-by-case basis in the event that, due to no fault of Licensor or its agents and despite reasonable efforts of Licensor and its agents, compliance within such period of time is not feasible in order to timely proceed with the relevant submission or other contemplated action. For Licensor will consider in good faith all comments made by Licensee with respect to such draft response or submission, and will not unreasonably fail to act on any reasonable changes recommended by Licensee related thereto (and, notwithstanding Section 4.2.1, any demonstrated reasonable increased cost as a result of Licensee’s inputs will be borne by Licensee); provided, however, that in the purpose event of this Article 5a good faith disagreement between Licensee and Licensor, “prosecution” Licensor shall include any post-grant proceeding including patent interference proceedinghave the sole right to determine the contents of such submission. To that end, opposition proceeding and reexamination. (ii) Eisai shall consult with Roivant and Licensor will keep Roivant Licensee reasonably informed of the status of the applicable Licensed Patents in the Territory and shall promptly provide Roivant Patents, including, without limitation: (a) by providing Licensee with all material correspondence received from any Government Authority in connection therewith. In addition, Eisai shall use reasonable endeavours to provide Roivant with drafts copies of all proposed material filings and correspondence to any Government Authority with respect to the Licensed Patents in the Territory for Roivant’s review and comment prior to the submission of such proposed filings and correspondences. Eisai shall confer with Roivant and consider in good faith Roivant’s comments prior to submitting such filings and correspondences, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of Roivant’s comments. (iii) Eisai shall notify Roivant of any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Territory at least [***] prior to any filing received from or payment due datefiled in patent office(s), or any other due date that requires action, in connection with such Licensed Patent. [***] If Eisai makes such a decision received from or sent to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Territory, Eisai shall permit Roivant, at its discretion [***], to continue prosecution or maintenance of such Licensed Patent. Roivant’s prosecution or maintenance of such Licensed Patent shall not change the Parties’ respective rights and obligations under this Agreement with respect to such Licensed Patent other filing, (b) by providing a docket report at least annually upon request from Licensee and (c) by providing Licensee a reasonable time, but in any event not less than those expressly [***] business days (subject to possible reductions as set forth in this Section 5.3(a)(iiithe prior sentence), prior to [***] that would [***] the pendency of any such filing, with prior written notice of such proposed action or inaction so that Licensee has a reasonable opportunity to review and comment. In furtherance of the foregoing requirements, Licensor shall itself, or shall instruct and use reasonable efforts to ensure that its outside patent counsel, promptly forward to Licensee a copy of [***] received from or sent to [***] relating to the Licensed Patents, and Licensor and Licensee each agree to [***] if deemed advisable by Licensee’s and/or Licensor’s patent counsel. 4.2.3 Licensor shall not intentionally abandon the maintenance or prosecution of any patent or patent application within the Licensed Patents (and any abandonment during a bankruptcy proceeding shall be deemed intentional) without submitting written notice to Licensee and an offer to assign for no additional consideration any such patent(s) or patent application(s) to Licensee, provided that Licensee and/or its successor(s) in interest to the Licensed Patents keep Licensor informed of its current address for notices, in which case, if Licensee has so accepted such offer and Licensor has so assigned any such patent(s) or patent application(s), Licensee shall have the sole and exclusive right to control, file and prosecute such patents and patent applications, at its own cost. If one of the patents or patent applications within the Licensed Patents goes abandoned as a result of Licensor’s negligence or willful misconduct (“Abandoned Patent”), and provided that Licensor notifies Licensee promptly upon becoming aware of such negligence or willful misconduct, then, without limiting Licensee’s available equitable remedies, the maximum amount recoverable by Licensee from Licensor with respect to a claim for damages caused by such negligence or willful misconduct will be [***] of the [***], and, in the aggregate, the maximum recoverable amount shall in no event be more than [***] of the [***].

Licensed Patents. (i) Eisai Licensee shall have the first right to, and shall use reasonable endeavours toto prepare, file, prosecute prosecute, and maintain all the Licensed Patents in the Territory, [***]. For the purpose of this Article 5, “prosecution” at its sole expense and discretion using reasonable care and skill and using counsel reasonably acceptable to Sanofi; provided that in no event shall include Licensee take any post-grant proceeding including patent interference proceeding, opposition proceeding and reexamination. (ii) Eisai shall consult with Roivant and keep Roivant reasonably informed of the status of the Licensed Patents in the Territory and shall promptly provide Roivant with all material correspondence received from any Government Authority in connection therewith. In addition, Eisai shall use reasonable endeavours to provide Roivant with drafts of all proposed material filings and correspondence to any Government Authority actions with respect to any Licensed Patent that would be reasonably expected to materially weaken or reduce the scope or coverage of such Licensed Patent, unless such action is reasonably necessary to advance the prosecution of such Licensed Patent. Licensee shall, pursuant to a common interest agreement to be promptly executed by the Parties upon the request of either Party, provide Sanofi copies of correspondence regarding the prosecution and maintenance of Licensed Patents if so requested by Sanofi. If Licensee plans to abandon any Licensed Patent in the Territory for RoivantTerritory, it may only do so without Sanofi’s review prior consent if Licensee concurrently files another Licensed Patent in the same jurisdiction disclosing the same subject matter and comment having the same priority claim and such concurrently filed Licensed Patent, when considered with all other Licensed Patents and Derived Patents, would not materially diminish Sanofi’s economic benefits provided by all Licensed Patents and Derived Patents prior to such abandonment. If Licensee abandons a Licensed Patent other than in accordance with the submission of such proposed filings and correspondences. Eisai shall confer with Roivant and consider in good faith Roivant’s comments prior to submitting such filings and correspondencespreceeding sentence, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of Roivant’s comments. (iii) Eisai Licensee shall notify Roivant of any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents Sanofi in the Territory writing at least [***] prior to any filing or payment due date, or any other in advance of the final due date of any payment or other action that requires action, in connection with is required to prosecute and maintain such Licensed Patent. [***] If Eisai makes such a decision , and Sanofi shall have the right to cease assume responsibility for prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Territory, Eisai shall permit Roivant, at its discretion [***], to continue prosecution or maintenance of such Licensed Patent. Roivant’s prosecution or and maintenance of such Licensed Patent shall not change the Parties’ respective rights at Sanofi’s sole expense and obligations discretion, and all licenses under this Agreement with respect to such Licensed Patent other than those expressly set forth granted in this Section 5.3(a)(iii)2.1 shall terminate upon delivery of such notice.