Common use of Licensed Patents Clause in Contracts

Licensed Patents. Licensee shall be responsible for all further patent prosecution with respect to the Licensed Patents and Licensed Technologies set out in Exhibit “A”. Licensee may select the patent agent for the prosecution of the Licensed Patents, subject to the 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 Refusal Notice Licensor shall have the right unilaterally to make, prosecute and maintain such Refused Licensed * Confidential Information, 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 any Refused Licensed Patent and may abandon same without any prior notice or any obligation to Licensee. Both Licensee and Licensor shall make best efforts to respond promptly to any request from the 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 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. Licensee LICENSOR shall be responsible for all further patent prosecution with respect have the right, but not the obligation, at its expense, to obtain, prosecute, maintain and defend throughout the Territory the Licensed Patents Patents. In this regard, LICENSOR shall use commercially reasonable efforts to file, prosecute, maintain and Licensed Technologies set out in Exhibit “A”. Licensee may select the defend patent agent for the prosecution applications to secure claims of the Licensed Patents. LICENSOR will instruct patent counsel to copy LICENSEE on all material filings and correspondence with respect to 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 filing, subject prosecution, maintenance or defense of a Licensed Patent 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 approval right, but not the obligation, to pursue the filing or support the continued prosecution, maintenance or defense of Licensor as 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 patent ownerother Party’s request, which approval will not be unreasonably withheldassist and cooperate in the filing and prosecution, maintenance or defense of any application, amendment, submission, response or correspondence with respect to any Licensed Patents. Licensee Each Party shall provide Licensor the other Party, sufficiently in advance for the other Party to comment, with copies of all relevant documentation related to the filing patent applications and prosecution of the Licensed Patents so that Licensor may be informed other material submissions 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 correspondence with any given patent application counsel 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 Refusal Notice Licensor shall have the right unilaterally to make, prosecute and maintain such Refused Licensed * Confidential Information, 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 any Refused Licensed Patent and may abandon same without any prior notice or any obligation to Licensee. Both Licensee and Licensor shall make best efforts to respond promptly to any request from the other Party for input or assistance with respect to matters authorities pertaining to the Licensed Patents. Licensee Each Party shall use reasonable efforts give due consideration to amend any patent application to include claims reasonably requested by the comments of 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 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 firmParty.

Licensed Patents. Licensee shall be responsible for all further patent prosecution have the first right to prepare, file, prosecute, maintain, enforce and 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 Technologies set out in Exhibit “A”. Licensee may select Patent that would be reasonably expected to reduce or narrow the patent agent for scope or coverage of such Licensed Patent without the prosecution prior consent of the Licensed PatentsSanofi, subject such consent to the approval of Licensor as the patent owner, which approval will 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 other privileged information. If Licensee plans to abandon any Licensed Patent in the Territory, Licensee shall provide Licensor with copies of all relevant documentation related to the filing and prosecution notify Sanofi in writing at least [***] in advance of the Licensed Patents so due date of any payment or other action that Licensor may be informed and apprised of and meaningfully consulted as is required 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 Refusal Notice Licensor shall have the right unilaterally to make, prosecute and maintain such Refused Licensed * Confidential InformationPatent and Sanofi shall have the right, indicated by [***]but not the obligation, has been omitted from this filing to continue to prosecute and filed separately with the Securities and Exchange Commission Patent maintain such Licensed Patent. If in such jurisdiction(s) in the name of its ownersnotice, at LicensorLicensee can demonstrate to Sanofi’s expensesatisfaction that Sanofi’s interests, and including any remuneration that may be payable to Sanofi hereunder, would not be adversely affected by such abandonment, then Licensee shall not have any rights or obligations to may proceed with such Refused abandonment without such Licensed Patent in such jurisdiction(s)being terminated per the following proviso; provided, however, provided however if Sanofi believes that Licensee shall retain all of its ownership rights in any Refused the Licensed Patent that is a Co-Owned Technology. In such case Licensor shall provide Licensee with copies of all relevant documentation related intends to abandon could have further commercial value to Sanofi and Sanofi continues the filing prosecution 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 any Refused such Licensed Patent, then all licenses under such Licensed Patent and may abandon same without any prior notice or any obligation granted in Section 2.1 (Grants to Licensee. Both Licensee ) shall terminate upon delivery of such notice and Licensor Sanofi shall make best efforts thereafter have the sole right to respond promptly to any request from the other Party for input or assistance with respect to matters pertaining to the prosecute, maintain, enforce and defend such 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 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 firmPatent.

Licensed Patents. As between the Parties, Licensor shall have the first right, but not the obligation, to prosecute 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 be responsible for all further patent have the right to join as a party to such claim, suit or proceeding and participate with its own 57 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 defense or defense of any counterclaim raised in connection therewith. If Licensor or its designee does not take and continue to pursue commercially reasonable steps to prosecute an Infringement with respect to the Licensed Patents and Licensed Technologies in the Field in the Territory within thirty (30) days following the date upon which Licensor first receives notice or otherwise learns of such Infringement or such shorter period as may be necessary to preserve Licensor’s rights to prosecute such Infringement effectively, unless the Parties otherwise agree in writing, or, provided such date occurs after Licensor receives notice or otherwise learns of such Infringement, ten (10) Business Days before the time limit, if any, set out forth in Exhibit “A”. Applicable Law for filing of such actions, whichever comes first, then (i) Licensor shall so notify Licensee and, (ii) Licensee may select the patent agent for the prosecution of the Licensed Patents, subject to the 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 prosecute such alleged or threatened Infringement at its sole cost 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 Refusal Notice Licensor shall have the right unilaterally to make, prosecute and maintain such Refused Licensed * Confidential Information, 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 any Refused Licensed Patent and may abandon same without any prior notice or any obligation to Licensee. Both Licensee and Licensor shall make best efforts to respond promptly to any request from the 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 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. Licensee shall be responsible for all further patent prosecution have the 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 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, it 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, when considered with all other Licensed Patents and Derived Patents, would not materially diminish Sanofi’s economic benefits provided by all Licensed Technologies set out Patents and Derived Patents prior to such abandonment. If Licensee abandons a Licensed Patent other than in Exhibit “A”. accordance with the preceeding sentence, Licensee may select the patent agent for the prosecution shall notify Sanofi in writing at least [***] in advance of the Licensed Patents, subject final due date of any payment or other action that is required to the 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 prosecute 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 maintain 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 Refusal Notice Licensor Sanofi shall have the right unilaterally to make, prosecute assume responsibility for prosecution and maintain maintenance of such Refused Licensed * Confidential Information, indicated by [***], has been omitted from this filing Patent at Sanofi’s sole expense and filed separately with the Securities and Exchange Commission Patent in such jurisdiction(s) in the name of its owners, at Licensor’s expensediscretion, and Licensee shall not have any rights or obligations to all licenses under such Refused Licensed Patent granted in Section 2.1 shall terminate upon delivery of 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 any Refused Licensed Patent and may abandon same without any prior notice or any obligation to Licensee. Both Licensee and Licensor shall make best efforts to respond promptly to any request from the 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 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 firmnotice.

Licensed Patents. Licensee shall be responsible for all further In consultation with AstraZeneca and 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 prosecution counsel prosecuting the Licensed Patents as of the Effective Date is acceptable to AstraZeneca), diligently file, prosecute (including with respect to any interferences, reissue proceedings and re-examinations) and maintain (a) the Licensed Patents and (b) Patents that claim or cover any Licensed Technologies set out Improvements or other patentable inventions included in Exhibit “A”Licensed Know-How, provided, however, that, notwithstanding clause (b), MAP shall not be obligated to file a Patent application with respect to a 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 a trade secret will be more beneficial than seeking Patent protection and MAP has and will maintain such Licensed Improvement or other invention as a trade secret, and (y) MAP provides written notice to AstraZeneca with respect to such determination prior to the lapse of any rights to file any Patent application with respect thereto [***] and considers in good faith AstraZeneca’s views with respect to such determination. Licensee may select 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, such Licensed Improvements and such other patentable inventions (except to the patent agent for extent that a Third Party licensor has retained the prosecution right to do so, in which case MAP shall use commercially reasonable efforts to 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 expenses of obtaining and maintaining the Licensed Patents, subject including fees and expenses paid to the 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 outside legal counsel 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 Refusal Notice Licensor shall have the right unilaterally to make, prosecute and maintain such Refused Licensed * Confidential Information, indicated by experts [***], has been omitted from this filing and filed separately with the Securities AstraZeneca shall bear all reasonable and Exchange Commission Patent in such jurisdiction(s) in the name verifiable costs and expenses of its owners, at Licensor’s expense, obtaining 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 any Refused Licensed Patent and may abandon same without any prior notice or any obligation to Licensee. Both Licensee and Licensor shall make best efforts to respond promptly to any request from the other Party for input or assistance with respect to matters pertaining to maintaining 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 reasonable and verifiable fees and expenses paid to the transfer of the Licensed Patents to the new patent agents selected by Licensee outside legal counsel 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 (includingexperts, 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 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. Licensee shall be responsible for all further patent prosecution have the first right to prepare, file, prosecute, maintain, enforce and 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 Technologies set out in Exhibit “A”. Licensee may select Patent that would be reasonably expected to reduce or narrow the patent agent for scope or coverage of such Licensed Patent without the prosecution prior consent of the Licensed PatentsSanofi, subject such consent to the approval of Licensor as the patent owner, which approval will 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 other privileged information. If Licensee plans to abandon any Licensed Patent in the Territory, Licensee shall provide Licensor with copies of all relevant documentation related to the filing and prosecution notify Sanofi in writing at least [***] in advance of the Licensed Patents so due date of any payment or other action that Licensor may be informed and apprised of and meaningfully consulted as is required 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 Refusal Notice Licensor shall have the right unilaterally to make, prosecute and maintain such Refused Licensed * Confidential InformationPatent and Sanofi shall have the right, indicated by [***]but not the obligation, has been omitted from this filing to continue to prosecute and filed separately with the Securities and Exchange Commission Patent maintain such Licensed Patent. If in such jurisdiction(s) in the name of its ownersnotice, at LicensorLicensee can demonstrate to Sanofi’s expensesatisfaction that Sanofi’s interests, and including any remuneration that may be payable to Sanofi hereunder, would not be adversely affected by such abandonment, then Licensee shall not have any rights or obligations to may proceed with such Refused abandonment without such Licensed Patent in such jurisdiction(s)being terminated per the following proviso; provided, however, provided however if Sanofi believes that Licensee shall retain all of its ownership rights in any Refused the Licensed Patent that is a Co-Owned Technology. In such case Licensor shall provide Licensee with copies of all relevant documentation related intends to abandon could have further commercial value to Sanofi and Sanofi continues the filing prosecution 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 any Refused such Licensed Patent, then all licenses under such Licensed Patent and may abandon same without any prior notice or any obligation granted in Section 2.1 (Grants to Licensee. Both Licensee ) shall terminate upon delivery of such notice and Licensor Sanofi shall make best efforts thereafter have the sole right to respond promptly to any request from the other Party for input or assistance with respect to matters pertaining to the prosecute, maintain, enforce and defend such 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 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 firmPatent.

Licensed Patents. Licensee shall be responsible for all further patent prosecution with respect to As between the Licensed Patents and Licensed Technologies set out in Exhibit “A”. Licensee may select the patent agent for the prosecution of the Licensed PatentsParties, subject to the 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 Refusal Notice Licensor HCW shall have the right unilaterally right, but not the obligation, to makeprepare, file, prosecute and maintain such Refused the Licensed * Confidential InformationPatents in the Territory. As between the Parties, indicated [***] shall bear all costs incurred by [***], has been omitted from this filing and filed separately ] in connection with the Securities and Exchange Commission Patent in such jurisdiction(s) in the name of its ownerspreparation, at Licensor’s expensefiling, 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 any Refused Licensed Patent in the Territory. HCW shall consult with Wugen and may abandon same without any prior notice or any obligation to Licensee. Both Licensee keep Wugen reasonably and Licensor shall make best efforts to respond promptly to any request from regularly informed of the 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 status of the Licensed Patents and Licensed Technology (excluding Refused Licensed Patents) shall promptly provide Wugen with copies of all material correspondence received 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 (includingauthority in connection therewith. In addition, without limitation, those expenses related to patentability assessments and drafting, filing, prosecution, maintenance, and taxes (the “Patent Costs”)), Licensee HCW shall promptly reimburse Licensor for such Patent Costs upon receipt provide Wugen with drafts of an invoice from Licensor for such expenses. For all proposed filings and correspondence to any work in progress patent authority with respect to the Licensed Patents for which the Patent Costs have not already been paid by Licensor to its patent firm Wugen’s review and comment prior to the transfer submission of such proposed filings and correspondence. HCW shall confer with Wugen and use good faith efforts to incorporate Wugen’s reasonable comments prior to submitting such filings and correspondence, provided, that Wugen’s comments do not require HCW to take any action in connection with the Licensed Patents to Licenseethat could [***] (an “HCW Impact Situation”). Notwithstanding the foregoing, HCW shall not take any action or make any omission in connection with the Licensed Patents that could [***] (a “Wugen Impact Situation”), in each case without Wugen’s patent agentprior written consent. If in either Party’s opinion, Licensor will direct its patent firm to copy Licensee on all an HCW Impact Situation or Wugen Impact Situation could arise, such invoices from said patent firm and Licensee Party will promptly pay said invoices directly 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 Licensorabandon any Licensed Patent, Wugen may at Wugen’s patent firmexpense assume HCW’s rights and responsibilities under this Section 8.4(a) with respect to such Licensed Patent, and in connection with assuming such rights and responsibilities, Wugen may apply for any such extension (including a supplementary protection certificate or equivalent thereof) and Wugen will thereafter be responsible for the prosecution and maintenance of such Licensed Patent in the Territory.

Licensed Patents. Licensee shall be responsible have the first right, but not an obligation, to initiate, maintain and control, at Licensee’s expense, legal action against any infringement of the Licensed Patents by a Third Party Product in the Field in the Territory. In the event that Licensee initiates legal action against infringement of 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 all further patent prosecution with respect 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 Field in the Territory. Any recovery received by a Party from legal action initiated pursuant to this Section 5.2 (Licensed Patents and Licensed Technologies set out 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 Exhibit “A”pursuing such legal action, and second to reimburse the other Party for its costs and expenses actually incurred in connection with such legal action. The remainder of any recovery or distribution received by a Party under this Section 5.2 (Licensed Patents and Licensed Know-How Enforcement and Defense), after reimbursement of costs and expenses of Ligand and Licensee, shall be: (i) if Licensee may select is the patent agent for the prosecution of the Licensed Patentsenforcing party, treated as Net Sales subject to a royalty obligation hereunder, and (ii) if Ligand is the approval of Licensor as the patent ownerenforcing party, which approval will not shall 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 Refusal Notice Licensor shall have the right unilaterally to make, prosecute and maintain such Refused Licensed * Confidential Information, indicated by shared [***], has been omitted from this filing ] by Ligand 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 any Refused Licensed Patent and may abandon same without any prior notice or any obligation to [***] by Licensee. Both Licensee and Licensor shall make best efforts to respond promptly to any request from the 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 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. Licensee As between the Parties, Arctic Vision shall have the 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 thereto that would reasonably be responsible for all further 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. In furtherance of the 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 the Licensed Patents in the Territory and (ii) 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 Eyenovia and keep Eyenovia reasonably informed of the status of the Licensed Patents and shall 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 prosecution 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 any patent authority in the Territory with respect to 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 Technologies set out Patents in Exhibit “A”the Territory. Licensee may select the patent agent for 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 of the Licensed Patents, subject to the 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 maintenance of such Refusal Notice Licensor 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 unilaterally to makefile, prosecute and maintain such Refused Licensed * Confidential Informationprosecute, 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 expensemaintain, and Licensee shall not have any rights or obligations to defend such Refused Licensed Patent in the Territory at Eyenovia’s cost and expense and (ii) 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 any Refused Licensed Patent and may abandon same without any prior notice or any obligation to Licensee. Both Licensee and Licensor shall make best efforts to respond promptly to any request from the 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, maintenancePatent, and taxes (the “Patent Costs”))any Patents claiming priority thereto, Licensee shall promptly reimburse Licensor for such Patent Costs upon receipt of an invoice from Licensor for such expenses. For any work no longer be included in progress with respect to the Licensed Patents for which the Patent Costs have not already been paid by Licensor to its patent firm prior to the transfer purposes 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 firmthis Agreement.

Licensed Patents. Licensee (i) CVT shall be responsible have the first right, but not the obligation to file applications for, prosecute and maintain 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 further patent prosecution with respect to intended actions and copies of all correspondence that would impact on the existence or scope of the Licensed Patents and Licensed Technologies set out in Exhibit “A”. Licensee may select the CVT (along with its patent agent for counsel) will seriously consider all comments and suggestions made by FHI (or its patent counsel) relating to the prosecution of the Licensed Patents, subject to before any documents, correspondence or other papers are filed with the approval United States Patent and Trademark Office or other comparable office in the Territory. FHI shall reimburse CVT for [ * ] of Licensor as the patent ownercosts and expenses incurred by CVT in the filing, which approval will not be unreasonably withheld. Licensee shall provide Licensor with copies of all relevant documentation related to the filing prosecution and prosecution maintenance of the Licensed Patents so in the Territory following the Effective Date; provided that Licensor may be informed and apprised 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 and meaningfully consulted as to [ * ]) or legal or administrative action in connection with the continuing prosecution. Licensor shall keep all such documentation confidentialLicensed Patents. In the event the Licensee that FHI notifies CVT that it does not agree that any given patent application or patent should be filed, prosecuted or maintained (hereinafter referred wish 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 Refusal Notice Licensor shall have the right unilaterally to make, prosecute and maintain such Refused Licensed * Confidential Information, 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 pay 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 share of the Refused Licensed Patents so that Licensee may be informed costs and apprised expenses of and be meaningfully consulted with as to the continuing prosecution. Licensor shall have no obligation to continue filing, prosecution or maintenance of any Refused a particular Licensed Patent, such Licensed Patent thereafter shall cease to be deemed a "Licensed Patent," and may abandon same without any prior notice or any obligation to Licensee. Both Licensee and Licensor FHI shall make best efforts to respond promptly to any request from the other Party for input or assistance have no further obligations under this Section 9.2(a)(i) 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 and no further license rights with respect to the Licensed Patents for which the such Patent 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 firmunder this Agreement.