Common use of Licensed Patents Clause in Contracts

Licensed Patents. 9.1.1 Oculis shall be responsible for and shall have the 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 consult with Accure with respect thereto, supply Accure with a copy of the application as filed, together with notice of its filing date and 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 prosecution, defense and maintenance of any or all of the Licensed Patents, and/or Xxxxxx 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 [***]), and subsequent to such notice Accure shall act as it deems appropriate in connection with the prosecution, defense and maintenance of the Licensed Patents at their discretion and at their own cost. As from such notification, Oculis shall not be responsible for costs associated with such Licensed Patents, and, where such notification is provided following such time as Xxxxxx assumes responsible for performing patenting matters as set forth above, Oculis shall not be responsible for the preparation, filing, prosecution, protection and maintenance of the mentioned Licensed Patents and such Patent Rights shall cease to be Licensed Patents and the provisions of Agreement shall be of no further effect with respect to such patent and/or country of the Territory.

Licensed Patents. 9.1.1 Oculis shall be responsible for and As between the Parties, Arctic Vision shall have the exclusive first right to file, prosecute, and maintain 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 tothereto that would reasonably be anticipated, at the preparationtime such decision is made, filingto adversely affect any Patents owned or Controlled by Eyenovia or any Affiliate thereof outside the Territory that Cover any Product or component thereof. In furtherance of the foregoing, prosecution(i) upon Arctic Vision’s request, protection, 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 and enforcement of all Patent Rights in respect of the Licensed Technology in its discretion using its patent counsel. Oculis shall consult with Accure with respect thereto, supply Accure with a copy of the application as filed, together with notice of its filing date and 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 prosecution, defense Territory and maintenance of any or all of (ii) the Licensed Patents, and/or Xxxxxx decides not Parties shall cooperate in good faith to pay all reasonable and necessary expenses exchange information on a reasonably periodic basis 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 [***]), and subsequent to such notice Accure shall act as it deems appropriate in connection with the prosecution, defense prosecution and maintenance of the Licensed Patents at their discretion and at their own costthe corresponding Patents owned or Controlled by Eyenovia outside the Territory. As from such notificationPromptly after the Effective Date, Oculis Eyenovia shall not be responsible for costs associated with such Licensed Patents, and, where such notification is provided following such time as Xxxxxx assumes responsible for performing patenting matters as set forth above, Oculis shall not be responsible for transfer the preparation, filing, prosecution, protection prosecution and maintenance of the mentioned 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 Eyenovia and keep Eyenovia reasonably informed of the status of the Licensed Patents and such Patent Rights shall cease promptly provide Eyenovia with an English language and, if in a language other than English, original copy of any material correspondence received from any patent authority in the Territory in connection therewith. In addition, Arctic Vision shall provide Eyenovia with English language and, if in a language other than English, original drafts of proposed material filings and correspondence to be Licensed Patents and any patent authority in the provisions of Agreement shall be of no further effect Territory with respect to such patent and/or country the Licensed Patents to provide Eyenovia a reasonable opportunity to review and comment thereon prior to submission. Arctic Vision shall notify Eyenovia in writing of any decision to not file, or to cease prosecution or maintenance of, any Licensed Patents in the 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. In such event, upon Eyenovia’s request, (i) Arctic Vision shall provide Eyenovia any files and documents in Arctic Vision’s or its Affiliates’ possession and Control that are necessary or materially useful in the prosecution or maintenance of such Licensed Patent and (ii) Arctic Vision shall transfer the prosecution and maintenance of such Licensed Patent 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 Agreement.

Licensed Patents. 9.1.1 Oculis shall be responsible for In consultation with AstraZeneca and shall have subject to Sections 13.3, 13.7 and 13.8, MAP shall, using legal counsel reasonably acceptable to AstraZeneca (and AstraZeneca hereby acknowledges that MAP’s patent counsel prosecuting the exclusive right Licensed Patents as of the Effective Date is acceptable to AstraZeneca), diligently file, prosecute (including with respect toto any interferences, the preparation, filing, prosecution, protection, maintenance reissue proceedings and enforcement of all Patent Rights in respect of re-examinations) and maintain (a) the Licensed Technology Patents and (b) Patents that claim or cover any Licensed Improvements or other patentable inventions included in its discretion using its patent counsel. Oculis Licensed Know-How, provided, however, that, notwithstanding clause (b), MAP shall consult with Accure not be obligated to file a Patent application with respect thereto, supply Accure with to a copy of the application Patent that claims or covers a Licensed Improvement or other patentable invention included in Licensed Know-How if (x) MAP reasonably determines that maintaining such Licensed Improvement or other invention as filed, together with notice of its filing date a trade secret will be more beneficial than seeking Patent protection and serial number; MAP has and keep Accure advised of the status of actual and prospective Patent Right filings, including office actionswill maintain such Licensed Improvement or other invention as a trade secret, and keep Accure informed about and provide copies of all (y) MAP provides written notice to AstraZeneca with respect to such determination prior to 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 prosecution, defense and maintenance lapse of any or all of the rights to file any Patent application with respect thereto [***] and considers in good faith AstraZeneca’s views with respect to such determination. In this regard, in consultation with AstraZeneca, MAP shall use commercially reasonable efforts to (i) file, prosecute and maintain Patent applications to secure Patent rights for such Licensed Patents, and/or Xxxxxx decides not to pay all reasonable such Licensed Improvements and necessary expenses with respect such other patentable inventions (except to the prosecutionextent that a Third Party licensor has retained the right to do so, defense or maintenance of any Licensed Patent before any upcoming deadline, Oculis in which case MAP shall give use commercially reasonable advance notice efforts to Accure (no less than cause such Third Party licensor to do so) [***]); and (ii) upon issuance, maintain such Patents in full force in such countries. MAP shall bear all costs and subsequent to such notice Accure shall act as it deems appropriate in connection with expenses of obtaining and maintaining the prosecution, defense and maintenance of the Licensed Patents at their discretion and at their own cost. As from such notification, Oculis shall not be responsible for costs associated with such Licensed Patents, andincluding fees and expenses paid to outside legal counsel and experts [***], where such notification is provided following such time as Xxxxxx assumes responsible for performing patenting matters as set forth aboveand AstraZeneca shall bear all reasonable and verifiable costs and expenses of obtaining and maintaining the Licensed Patents, Oculis shall not be responsible for the preparationincluding reasonable and verifiable fees and expenses paid to outside legal counsel and experts, filing, prosecution, protection and maintenance of the mentioned Licensed Patents and such Patent Rights shall cease to be Licensed Patents and the provisions of Agreement shall be of no further effect with respect to such patent and/or country of the Territory[***].

Licensed Patents. 9.1.1 Oculis The Prosecution and Maintenance of the Licensed Patents shall be responsible for the primary responsibility of LICENSOR with selection of outside legal counsel mutually acceptable to COMPANY. For purposes of this Agreement, “Prosecution and shall have the exclusive right Maintenance” or “Prosecute and Maintain,” with respect toto a particular patent application or patent, means 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 consult with Accure with respect thereto, supply Accure with a copy of the application as filed, together with notice of its filing date and 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 prosecution, defense prosecution and maintenance of any such patent or all of the Licensed Patentspatent application, and/or Xxxxxx decides not to pay all reasonable and necessary expenses with respect to the prosecutionas well as re-examinations, defense or maintenance of any Licensed Patent before any upcoming deadlinereissues, Oculis shall give reasonable advance notice to Accure (no less than [***]), and subsequent to such notice Accure shall act as it deems appropriate in connection with the prosecution, defense and maintenance of the Licensed Patents at their discretion and at their own cost. As from such notification, Oculis shall not be responsible applications for costs associated with such Licensed Patents, and, where such notification is provided following such time as Xxxxxx assumes responsible for performing patenting matters as set forth above, Oculis shall not be responsible for the preparation, filing, prosecution, protection and maintenance of the mentioned Licensed Patents and such Patent Rights shall cease to be Licensed Patents patent term extensions and the provisions of Agreement shall be of no further effect like with respect to such patent and/or country or patent application, together with the conduct of interferences, the defense of oppositions and other similar proceedings with respect to such patent or patent application. LICENSOR shall reasonably diligently Prosecute and Maintain Licensed Patents, except to the extent that LICENSOR has obtained written confirmation from COMPANY that a patent or patent application within the Licensed Patents shall be allowed to lapse. LICENSOR and COMPANY shall consult with each other regarding efficient representation by qualified counsel for any post-grant proceedings,. and shall agree in good faith on the choice of such counsel as well as the strategy for such proceedings before commencing such proceedings. (i) Comment. LICENSOR shall provide COMPANY with copies of all filings and official correspondence pertaining to such Prosecution and Maintenance of the TerritoryLicensed Patents so as to give COMPANY an opportunity to provide comments to LICENSOR in advance of filings (which comments shall be reasonably implemented by LICENSOR) and mutually cooperate in such Prosecution and Maintenance. In the event LICENSOR desires to transfer the prosecution of any of the Licensed Patents to new patent counsel, COMPANY’s written consent shall be obtained prior to the commencement of such transfer, which consent shall not be unreasonably withheld or delayed.

Licensed Patents. 9.1.1 Oculis shall be responsible for and Licensee shall have the exclusive right with respect tofirst right, the preparationbut not an obligation, filingto initiate, prosecutionmaintain and control, protectionat Licensee’s expense, maintenance and enforcement of all Patent Rights in respect legal action against any infringement of the Licensed Technology Patents by a Third Party Product in its discretion using its patent counselthe Field in the Territory. Oculis shall consult with Accure with respect thereto, supply Accure with a copy of In the application as filed, together with notice of its filing date and 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 event that Licensee initiates legal action against infringement of the Licensed PatentsPatents by a Third Party, Licensee shall notify Ligand in writing. The cost and expense In order to establish standing, Ligand, upon request of filingLicensee, prosecutingagrees to timely commence or to join in any such litigation, maintaining and enforcing all Licensed Patents shall be borne by Oculis. Accure shallat Licensee’s expense, and hereby procures its personnel will, provide all requested information in any event to cooperate with Licensee in such litigation at Licensee’s expense (and perform all acts reasonably requested by Oculis for clarity Licensee will indemnify Ligand in connection with the prosecution, maintenance, defense full against applicable damages owed to Third Parties resulting from such litigation). If Licensee does not take steps to defend 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 prosecution, defense and maintenance of any or all of enforce the Licensed Patents, and/or Xxxxxx decides Ligand shall have the right, but not an obligation, to pay all reasonable initiate, maintain and necessary control, at its expense, legal action against any infringement of the Licensed Patents by a Third Party Product in the Field in the Territory. Any recovery received by a Party from legal action initiated pursuant to this Section 5.2 (Licensed Patents and Licensed Know-How Enforcement and Defense), whether by judgment, award, decree or settlement, shall 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 costs and expenses actually incurred in connection with respect to the prosecution, defense or maintenance such legal action. The remainder of any recovery or distribution received by a Party under this Section 5.2 (Licensed Patent before any upcoming deadlinePatents and Licensed Know-How Enforcement and Defense), Oculis after reimbursement of costs and expenses of Ligand and Licensee, shall give reasonable advance notice be: (i) if Licensee is the enforcing party, treated as Net Sales subject to Accure a royalty obligation hereunder, and (no less than ii) if Ligand is the enforcing party, shall be shared [***]), ] by Ligand and subsequent to such notice Accure shall act as it deems appropriate in connection with the prosecution, defense and maintenance of the Licensed Patents at their discretion and at their own cost. As from such notification, Oculis shall not be responsible for costs associated with such Licensed Patents, and, where such notification is provided following such time as Xxxxxx assumes responsible for performing patenting matters as set forth above, Oculis shall not be responsible for the preparation, filing, prosecution, protection and maintenance of the mentioned Licensed Patents and such Patent Rights shall cease to be Licensed Patents and the provisions of Agreement shall be of no further effect with respect to such patent and/or country of the Territory[***] by Licensee.

Licensed Patents. 9.1.1 Oculis shall be responsible for and Licensee shall have the exclusive first right to prepare, file, prosecute, maintain, enforce and defend (including with respect toto related interference, the preparationre-issuance, filing, prosecution, protection, maintenance re-examination and enforcement of all Patent Rights in respect of opposition proceedings) the Licensed Technology Patents in the Territory, at its discretion using its patent counsel. Oculis shall consult with Accure with respect thereto, supply Accure with a copy of the application as filed, together with notice of its filing date and 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 sole cost and expense of filing, prosecuting, maintaining using reasonable care and enforcing all Licensed Patents skill; provided that in no event 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 prosecution, defense and maintenance of Licensee take any or all of the Licensed Patents, and/or Xxxxxx decides not to pay all reasonable and necessary expenses actions with respect to the prosecution, defense or maintenance of any Licensed Patent before 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. The Parties shall cooperate in good faith to complete the transfer to Licensee or its designated legal counsel, promptly after the Effective Date, of all 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), and such other relevant documents and information in Sanofi’s Control pertaining to the prosecution of Licensed Patents in the Territory; provided however that Sanofi shall not be obligated to disclose its internal e-mail exchanges or notes regarding the substantive proceedings or any upcoming deadlineother privileged information. If Licensee plans to abandon any Licensed Patent in the Territory, Oculis Licensee shall give reasonable advance notice to Accure (no less than notify Sanofi in writing at least [***])] in advance of the due date of any payment or other action that is required to prosecute and maintain such Licensed Patent and Sanofi shall have the right, but not the obligation, to continue to prosecute and subsequent maintain such Licensed Patent. If in such notice, Licensee can demonstrate to Sanofi’s satisfaction that Sanofi’s interests, including any remuneration that may be payable to Sanofi hereunder, would not be adversely affected by such notice Accure shall act as it deems appropriate in connection abandonment, then Licensee may proceed with such abandonment without such Licensed Patent being terminated per the prosecution, defense 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 maintenance of the Licensed Patents at their discretion and at their own cost. As from such notification, Oculis shall not be responsible for costs associated with such Licensed PatentsPatent, andthen all licenses under such Licensed Patent granted in Section 2.1 (Grants to Licensee) shall terminate upon delivery of such notice and Sanofi shall thereafter have the sole right to prosecute, where maintain, enforce and defend such notification is provided following such time as Xxxxxx assumes responsible for performing patenting matters as set forth above, Oculis shall not be responsible for the preparation, filing, prosecution, protection and maintenance of the mentioned Licensed Patents and such Patent Rights shall cease to be Licensed Patents and the provisions of Agreement shall be of no further effect with respect to such patent and/or country of the TerritoryPatent.

Licensed Patents. 9.1.1 Oculis shall be responsible for and LICENSOR shall have the exclusive right with respect toright, but not the preparationobligation, filingat its expense, prosecutionto obtain, protectionprosecute, maintenance maintain and enforcement of all Patent Rights in respect of defend throughout the Territory the Licensed Technology in its discretion using its Patents. In this regard, LICENSOR shall use commercially reasonable efforts to file, prosecute, maintain and defend patent counsel. Oculis shall consult with Accure with respect thereto, supply Accure with a copy of the application as filed, together with notice of its filing date and 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 applications to secure claims of the Licensed Patents. The cost LICENSOR will instruct patent counsel to copy LICENSEE on all material filings 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 prosecution, defense and maintenance of any or all of the Licensed Patents, and/or Xxxxxx decides not to pay all reasonable and necessary expenses correspondence 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 [***]), and subsequent to such notice Accure shall act as it deems appropriate in connection with the prosecution, defense and maintenance of the Licensed Patents at their discretion and at their own cost. As from such notification, Oculis shall not be responsible to provide for costs associated reasonable participation by LICENSEE in all material dealings with such patent counsel and patent offices with respect to Licensed Patents, and, where such notification is provided following such time as Xxxxxx assumes responsible for performing patenting matters as set forth above, Oculis . 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 be responsible for to (i) pursue the preparation, filing, prosecution, protection and maintenance or defense of the mentioned a Licensed Patents and such Patent Rights shall cease to be Licensed Patents and the provisions of Agreement shall be of no further effect or any claim therein in a particular country, or (ii) take any other action with respect to a Licensed Patent in a particular country that is necessary or useful to establish or preserve rights thereto, then in 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. Upon receipt of each such notice by LICENSOR or if, at 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 pursue the filing or support the continued prosecution, maintenance or 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 notify LICENSOR of such election. Each Party shall, at the other Party’s request, assist and cooperate in the filing and prosecution, maintenance or defense of any application, amendment, submission, response or correspondence with respect to any Licensed Patents. Each Party shall provide the other Party, sufficiently in advance for the other Party to comment, with copies of all patent and/or country 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 Territoryother Party.

Licensed Patents. 9.1.1 Oculis shall be responsible for and Optimer shall have the exclusive right with respect tofirst right, but not the obligation, to control and manage the preparation, filing, prosecutionprosecution (including any interferences, protectionreissue proceedings and reexaminations) and maintenance of all Licensed Patents in the Territory, at Optimer’s sole cost and expense and by counsel of its own choice. Optimer (itself or through its patent counsel) shall keep Partner (or Partner’s patent counsel) reasonably informed of progress with regard to the 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 enforcement 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 all Patent Rights or any other proceedings relating to the Licensed Patents in the Territory and shall allow Partner to make comments and recommendations in relation thereto, which Optimer shall reasonably consider in good faith. If Partner reasonably believes that a representation or omission made or proposed to 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 patent office directly in respect of such representation or omission. In the Licensed Technology in its discretion using its patent counsel. Oculis shall consult with Accure with respect thereto, supply Accure with a copy of the application as filed, together with notice of its filing date and 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 event that Optimer desires to abandon 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 prosecution, defense and maintenance of any or all of the Licensed Patents, and/or Xxxxxx decides not to pay all reasonable and necessary expenses with respect to the prosecution, defense cease prosecution or maintenance of any Licensed Patent before in the Territory, or not defend proceedings in relation to any upcoming deadlineLicensed Patent in the Territory, Oculis Optimer shall give provide reasonable advance prior written notice to Accure Partner of such intention to abandon, cease prosecution or maintenance or not defend proceedings (which notice shall, to the extent possible, be given no less 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 sole cost and expense and by counsel of its own choice, Optimer shall provide Partner reasonable assistance (at Partner’s expense) in doing so, and subsequent to such notice Accure shall act as it deems appropriate in connection with the prosecution, defense and maintenance of the Licensed Patents at their discretion and at their own cost. As from such notification, Oculis Patent shall not be responsible included in the definition of Valid Claim for costs associated 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 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 to practice under such Licensed Patents, and, where such notification is provided following such time Patents in and outside the Territory except as Xxxxxx assumes responsible for performing patenting matters as set forth above, Oculis shall not be responsible for the preparation, filing, prosecution, protection and maintenance of the mentioned Licensed Patents and such Patent Rights shall cease expressly licensed to be Licensed Patents and the provisions of Agreement shall be of no further effect with respect to such patent and/or country of the TerritoryPartner in this Agreement.

Licensed Patents. 9.1.1 Oculis shall be responsible for and shall have the 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 consult with Accure with respect thereto, supply Accure with a copy of the application as filed, together with notice of its filing date and 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 prosecution, defense and maintenance of any or all of the Licensed Patents, and/or Xxxxxx 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 [***]), and subsequent to such notice Accure shall act as it deems appropriate in connection with the prosecution, defense and maintenance of the Licensed Patents at their discretion and at their own cost. As from such notification, Oculis shall not be responsible for costs associated with such Licensed Patents, and, where such notification is provided following such time as Xxxxxx 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 the mentioned Licensed Patents and such Patent Rights shall cease to be Licensed Patents and the provisions of Agreement shall be of no further effect with respect to such patent and/or country of the Territory.

Licensed Patents. 9.1.1 Oculis shall be responsible for and (i) CVT shall have the exclusive right with respect tofirst right, but not the preparationobligation to file applications for, filing, prosecution, protection, maintenance prosecute and enforcement of all Patent Rights in respect of maintain the Licensed Technology in its discretion using its patent counselPatents (including, without limitation, any Licensed Patents that consist of Patents jointly owned with FHI under Section 9.1 above). Oculis CVT shall consult with Accure with respect thereto, supply Accure with a copy of the application as filed, together with notice of its filing date use commercially reasonable diligent efforts to prosecute and 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 maintain the Licensed Patents. The cost CVT shall keep FHI regularly informed as to the status and expense issuance of filing, prosecuting, maintaining the applications for the Licensed Patents. CVT must give timely advance notice to FHI of all intended actions and enforcing copies of 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 correspondence that would impact on the prosecution, maintenance, defense existence or enforcement scope of the Licensed Technology. Without limiting the foregoing, Accure Patents and CVT (along with its Affiliates may not file for further Patent Rights patent counsel) will seriously consider all comments and suggestions made by FHI (or its patent counsel) relating to Licensed Technology. 9.1.2 Should Oculis not be interested in the prosecution, defense and maintenance of any or all prosecution of the Licensed Patents, and/or Xxxxxx decides not to pay all reasonable and necessary expenses with respect to the prosecution, defense or maintenance of any Licensed Patent before any upcoming deadlinedocuments, Oculis shall give reasonable advance notice to Accure (no less than [***]), and subsequent to such notice Accure shall act as it deems appropriate in connection correspondence or other papers are filed with the prosecutionUnited States Patent and Trademark Office or other comparable office in the Territory. FHI shall reimburse CVT for [ * ] of the costs and expenses incurred by CVT in the filing, defense prosecution and maintenance of the Licensed Patents at their discretion in the Territory following the Effective Date; provided that FHI shall 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. In the event that FHI notifies CVT that it does not wish to pay its share of the costs and at their own cost. As from such notificationexpenses of filing, Oculis shall not be responsible for costs associated with prosecution or maintenance of a particular Licensed Patent, such Licensed Patents, and, where such notification is provided following such time as Xxxxxx assumes responsible for performing patenting matters as set forth above, Oculis shall not be responsible for the preparation, filing, prosecution, protection and maintenance of the mentioned Licensed Patents and such Patent Rights thereafter shall cease to be deemed a "Licensed Patents Patent," and the provisions of Agreement FHI shall be of have no further effect 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 and/or application in a particular country in the Territory covering a particular invention in the Licensed Know-How, and CVT fails to file such application within one hundred and twenty (120) days of receiving such notice, 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 file and prosecute such application and maintain any Patents issuing therefrom in the Territory, 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 assign to FHI all of its right, title and interest in such application and Patents issuing therefrom in the Territory.

Licensed Patents. 9.1.1 Oculis shall be responsible for and shall have the exclusive right with respect toNovartis shall, the preparationat its discretion, 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 consult with Accure with respect thereto, supply Accure with a copy of the application as filed, together with notice of its filing date and 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 maintain all Licensed Patents shall be borne by Oculis. Accure shallin full force and effect, and hereby procures its personnel willprosecute all applications included in the Licensed Patents to grant and issuance. At the request of Novartis, Cell Genesys shall provide all requested information and perform all acts reasonably requested by Oculis reasonable cooperation in connection with such prosecution or maintenance. Novartis shall reimburse Cell Genesys for any reasonable out-of-pocket expenses or costs incurred in connection with such cooperation. Novartis shall keep Cell Genesys informed on an ongoing basis and shall furnish to Cell Genesys copies of relevant documents regarding substantive matters related to the prosecution, maintenance, defense or enforcement filing and prosecution 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 prosecution, defense patent applications and maintenance of patents included in the Licensed Patents in the Core Countries, and any actions which require to be taken in relation thereto. Novartis shall keep Cell Genesys informed of all such filings related to such prosecution reasonably in advance of any relevant actions and deadlines and take reasonable account of all comments received from Cell Genesys in relation thereto. [*] Certain information on this page has been omitted and filed separately wit the Commission. Confidential treatment has been requested with respect to the omitted portions. In the event that Novartis elects not to file, prosecute or all maintain any patent application or patent within the Licensed Patents or to pay any fee related thereto, in any country, Novartis shall promptly notify Cell Genesys of such election, but in no case later than thirty (30) days prior to any required action relating to the filing, prosecution or maintenance of such patent application or patent. If Cell Genesys desires to take over the filing, prosecution and/or maintenance of one or more patents or applications within the Licensed Patents, then in any such case upon notice to Novartis, Cell Genesys shall have the right, at its option, to control the filing, prosecution and/or Xxxxxx 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 [***]), and subsequent to such notice Accure shall act as it deems appropriate in connection with the prosecution, defense and maintenance of patent applications or patents within the Licensed Patents at their discretion its own expense on behalf of Novartis. All such patents or patents applications shall remain under the name of and at their own costbe owned by Novartis. As from such notification, Oculis shall not be responsible for costs associated with such Licensed Patents, and, where such notification is provided following such time as Xxxxxx assumes responsible for performing patenting matters as set forth above, Oculis shall not be responsible for In the preparation, event that Cell Genesys takes over the filing, prosecution, protection and prosecution and/or maintenance of the mentioned Licensed Patents and such Patent Rights shall cease to be Licensed Patents and the provisions of Agreement shall be of no further effect with respect to such patent and/or country of or patent application, Cell Genesys shall keep Novartis reasonably informed on matters regarding such prosecution. Nothing herein shall affect, in any way, Cell Genesys' obligation to pay royalties to Novartis or its obligations under the TerritoryTransaction Documents.

Licensed Patents. 9.1.1 Oculis shall be responsible for and (a) As between the Parties, Licensor shall have the exclusive right first right, but not the obligation, to prepare, file, prosecute and maintain the Licensed Patents, including directing any related interference, re-issuance, re-examination and opposition proceedings with respect tothereto, 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, protection, maintenance and enforcement of all Patent Rights in respect of the Licensed Technology in its discretion using its patent counsel. Oculis shall consult with Accure with respect thereto, supply Accure with a copy of the application as filed, together with notice of its filing date and 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 prosecution, defense prosecution and maintenance of any or all of the Licensed Patents, and/or Xxxxxx 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. (c) If, as between the Parties, Licensor decides not to pay all reasonable and necessary expenses with respect to the prosecutionprepare, defense file, prosecute or maintenance of any maintain a Licensed Patent before any upcoming deadlinein a country in the Territory, Oculis Licensor shall give provide reasonable advance prior written notice to Accure (no less than [***])Licensee of such intention and Licensee shall thereupon have the right, in its sole discretion, to assume the Control and subsequent to such notice Accure shall act as it deems appropriate in connection with the prosecution, defense and maintenance direction of the Licensed Patents at their discretion and at their own cost. As from such notification, Oculis shall not be responsible for costs associated with such Licensed Patents, and, where such notification is provided following such time as Xxxxxx assumes responsible for performing patenting matters as set forth above, Oculis shall not be responsible for the preparation, filing, prosecution, protection prosecution and maintenance of such Licensed Patent at its sole cost and expense in such country, provided that Licensee shall use a reputable, outside counsel mutually agreed to by the mentioned Licensed Patents and Parties, such Patent Rights shall cease agreement not to be Licensed Patents and the provisions of Agreement shall be of no further effect unreasonably withheld, conditioned or delayed, and, with respect to any AstraZeneca Product References in connection with the filing, prosecution or maintenance of any such patent and/or country Patents, using only factual statements supported by the approved label for the AstraZeneca Product or presenting a balanced view of the TerritoryAstraZeneca Product considering the approved label thereof as a whole.

Licensed Patents. 9.1.1 Oculis shall be responsible for and Licensee shall have the exclusive first right to prepare, file, prosecute, and maintain the Licensed Patents in the Territory, at its sole expense and discretion using reasonable care and skill and using counsel reasonably acceptable to Sanofi; provided that in no event shall Licensee take any actions with respect toto 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 preparationprosecution of such Licensed Patent. Licensee shall, filingpursuant to a common interest agreement to be promptly executed by the Parties upon the request of either Party, prosecution, protection, maintenance and enforcement of all Patent Rights in respect of the Licensed Technology in its discretion using its patent counsel. Oculis shall consult with Accure with respect thereto, supply Accure with a copy of the application as filed, together with notice of its filing date and 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 Sanofi copies of all the relevant information exchanged between Oculis and the different Industrial or Intellectual Property Registration Offices correspondence regarding the prosecutionprosecution and maintenance of Licensed Patents if so requested by Sanofi. If Licensee plans to abandon any Licensed Patent in the Territory, maintenanceit may only do so without Sanofi’s prior consent if Licensee concurrently files another Licensed Patent in the same jurisdiction disclosing the same subject matter and having the same priority claim and such concurrently filed Licensed Patent, defense when considered with all other Licensed Patents and enforcement of the Licensed Derived Patents. The cost and expense of filing, prosecuting, maintaining and enforcing would not materially diminish Sanofi’s economic benefits provided by all Licensed Patents shall be borne by Oculisand Derived Patents prior to such abandonment. Accure shall, and hereby procures its personnel will, provide all requested information and perform all acts reasonably requested by Oculis If Licensee abandons a Licensed Patent other than in connection accordance with the prosecutionpreceeding sentence, 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 Licensee shall notify Sanofi in the prosecution, defense and maintenance of any or all of the Licensed Patents, and/or Xxxxxx 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 writing at least [***])] in advance of the final due date of any payment or other action that is required to prosecute and maintain such Licensed Patent, and subsequent Sanofi shall have the right to such notice Accure shall act as it deems appropriate in connection with the prosecution, defense assume responsibility for prosecution and maintenance of the Licensed Patents at their discretion and at their own cost. As from such notification, Oculis shall not be responsible for costs associated with such Licensed PatentsPatent at Sanofi’s sole expense and discretion, and, where and all licenses under such notification is provided following Licensed Patent granted in Section 2.1 shall terminate upon delivery of such time as Xxxxxx assumes responsible for performing patenting matters as set forth above, Oculis shall not be responsible for the preparation, filing, prosecution, protection and maintenance of the mentioned Licensed Patents and such Patent Rights shall cease to be Licensed Patents and the provisions of Agreement shall be of no further effect with respect to such patent and/or country of the Territorynotice.

Licensed Patents. 9.1.1 Oculis shall be responsible for and Licensee shall have the exclusive first right to prepare, file, prosecute, maintain, enforce and defend (including with respect toto related interference, the preparationre-issuance, filing, prosecution, protection, maintenance re-examination and enforcement of all Patent Rights in respect of opposition proceedings) the Licensed Technology Patents in the Territory, at its discretion using its patent counsel. Oculis shall consult with Accure with respect thereto, supply Accure with a copy of the application as filed, together with notice of its filing date and 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 sole cost and expense of filing, prosecuting, maintaining using reasonable care and enforcing all Licensed Patents skill; provided that in no event 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 prosecution, defense and maintenance of Licensee take any or all of the Licensed Patents, and/or Xxxxxx decides not to pay all reasonable and necessary expenses actions with respect to the prosecution, defense or maintenance of any Licensed Patent before 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. The Parties shall cooperate in good faith to complete the transfer to Licensee or its designated legal counsel, promptly after the Effective Date, of all 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), and such other relevant documents and information in Sanofi’s Control pertaining to the prosecution of Licensed Patents in the Territory; provided however that Sanofi shall not be obligated to disclose its internal e-mail exchanges or notes regarding the substantive proceedings or any upcoming deadlineother privileged information. If Licensee plans to abandon any Licensed Patent in the Territory, Oculis Licensee shall give reasonable advance notice to Accure (no less than notify Sanofi in writing at least [***])] in advance of the due date of any payment or other action that is required to prosecute and maintain such Licensed Patent and Sanofi shall have the right, but not the obligation, to continue to prosecute and subsequent maintain such Licensed Patent. If in such notice, Licensee can demonstrate to Sanofi’s satisfaction that Sanofi’s interests, including any remuneration that may be payable to Sanofi hereunder, would not be adversely affected by such notice Accure shall act as it deems appropriate in connection abandonment, then Licensee may proceed with such abandonment without such Licensed Patent being terminated per the prosecution, defense 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 maintenance of the Licensed Patents at their discretion and at their own cost. As from such notification, Oculis shall not be responsible for costs associated with such Licensed PatentsPatent, andthen all licenses under such Licensed Patent granted in Section 2.1 (Grants to Licensee) shall terminate upon delivery of such notice and Sanofi shall thereafter have the sole right to prosecute, where maintain, enforce and defend such notification is provided following such time as Xxxxxx assumes responsible for performing patenting matters as set forth above, Oculis shall not be responsible for the preparation, filing, prosecution, protection and maintenance of the mentioned Licensed Patents and such Patent Rights shall cease to be Licensed Patents and the provisions of Agreement shall be of no further effect with respect to such patent and/or country of the TerritoryPatent.

Licensed Patents. 9.1.1 Oculis shall be responsible for Subject to Sections 9.2.1(c) and shall have the exclusive right with respect to9.2.5, the preparationLicensor shall, filingusing outside legal counsel reasonably acceptable to Licensee, prosecutiondiligently file, protectionprosecute (including any interferences, maintenance reissue proceedings and enforcement of all Patent Rights in respect of re-examinations) and maintain the Licensed Technology Patents in its discretion using its patent counselthe Field in the Territory. Oculis Licensee and Licensor shall consult with Accure with respect thereto, supply Accure with a copy bear equally all reasonable costs and expenses of obtaining and maintaining the application as filed, together with notice of its filing date and serial number; and keep Accure advised of Licensed Patents listed on SCHEDULE 9.2.1 (the status of actual and prospective Patent Right filings"SHARED COST PATENTS") during the Term, including office actionsreasonable fees and expenses paid to outside legal counsel and experts; PROVIDED, HOWEVER, that Licensee's share of such costs and keep Accure informed about expenses shall not exceed [REDACTED] in any Calendar Year (prorated for partial Calendar Years during the Term) and provide copies Licensor shall bear any such costs and expenses in excess thereof. Licensor shall bear all costs and expenses of all the relevant information exchanged between Oculis obtaining and the different Industrial or Intellectual Property Registration Offices regarding the prosecution, maintenance, defense and enforcement of maintaining the Licensed Patents other than the Shared Cost Patents, including fees and expenses paid to outside legal counsel and experts. The cost In this regard, Licensor shall (i) file, prosecute and expense of filing, prosecuting, maintaining and enforcing all maintain Patent applications to secure Patent rights for the 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 prosecution, defense Territory and maintenance for the use of any or all of Licensed Products in the Licensed Patents, and/or Xxxxxx decides not to pay all reasonable and necessary expenses with respect Field in the Territory (except to the prosecutionextent that a Third Party licensor has retained the right to do so, defense or maintenance of any Licensed Patent before any upcoming deadline, Oculis in which case Licensor shall give use commercially reasonable advance notice efforts to Accure (no less than [***]cause such Third Party licensor to do so), and subsequent such other patentable Licensed Know-How as Licensee may from time to time designate in writing, in each case in the Territory; and (ii) upon issuance, maintain such notice Accure Patents in full force in the Territory. Licensor shall act as it deems appropriate take such action in connection with the prosecution, defense and maintenance support of the Licensed Patents at their discretion and at their own cost. As from such notification, Oculis shall not be responsible for costs associated with such Licensed Patents, and, where such notification is provided following such time as Xxxxxx assumes responsible for performing patenting matters as set forth above, Oculis shall not be responsible for the preparation, filing, prosecution, protection and maintenance of the mentioned Licensed Patents and filing or prosecuting such Patent Rights shall cease applications and maintaining such Patents (including pursuing or defending any interferences, reissue proceedings or re-examinations) as Licensee may from time to be Licensed Patents and the provisions of Agreement shall be of no further effect with respect to such patent and/or country of the Territorytime request in writing.

Licensed Patents. 9.1.1 Oculis shall be responsible for and As between the Parties, HCW shall have the exclusive right right, but not the obligation, to prepare, file, prosecute and maintain the Licensed Patents in the Territory. As between the Parties, [***] shall bear all costs incurred by [***] in connection 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 consult with Accure with respect thereto, supply Accure with a copy of the application as filed, together with notice of its filing date and 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 prosecution, defense and maintenance of any or all of the Licensed Patents, and/or Xxxxxx decides not to pay all reasonable and necessary expenses with respect to the prosecution, defense prosecution or maintenance of any Licensed Patent before in the Territory. HCW shall consult with Wugen and keep Wugen reasonably and regularly informed of the status of the Licensed Patents and shall promptly provide Wugen with copies of all material correspondence received from any upcoming deadlinepatent authority in connection therewith. In addition, Oculis HCW shall give promptly provide Wugen with drafts of all proposed filings and correspondence to any patent authority with respect to the Licensed Patents for Wugen’s review and comment prior to the submission of such proposed filings and correspondence. HCW shall confer with Wugen and use good faith efforts to incorporate Wugen’s reasonable advance notice comments prior to Accure (no less than submitting such filings and correspondence, provided, that Wugen’s comments do not require HCW to take any action in connection with the Licensed Patents that could [***]] (an “HCW Impact Situation”). Notwithstanding the foregoing, and subsequent to such notice Accure HCW shall act as it deems appropriate not take any action or make any omission in connection with the prosecution, defense and maintenance of the Licensed Patents that could [***] (a “Wugen Impact Situation”), in each case without Wugen’s prior written consent. If in either Party’s opinion, an HCW Impact Situation or Wugen Impact Situation could arise, such Party will promptly notify the other Party and the Parties shall discuss in good faith and reach agreement, following which HCW may proceed as agreed. If HCW decides anywhere in the Territory to abandon any Licensed Patent, Wugen may at their discretion Wugen’s expense assume HCW’s rights and at their own cost. As from such notification, Oculis shall not be responsible for costs associated responsibilities under this Section 8.4(a) with respect to such Licensed PatentsPatent, andand in connection with assuming such rights and responsibilities, where Wugen may apply for any such notification is provided following such time as Xxxxxx assumes responsible for performing patenting matters as set forth above, Oculis shall not extension (including a supplementary protection certificate or equivalent thereof) and Wugen will thereafter be responsible for the preparation, filing, prosecution, protection prosecution and maintenance of the mentioned such Licensed Patents and such Patent Rights shall cease to be Licensed Patents and the provisions of Agreement shall be of no further effect with respect to such patent and/or country of in the Territory.