Common use of Licensed Patents Clause in Contracts

Licensed Patents. (1) Licensor shall have the first right to, and shall use reasonable endeavors to, file, prosecute and maintain all Licensed Patents in the Licensee Territory, at Licensor’s own cost and expense. For the purpose of this Article 10 (Intellectual Property Rights), “prosecution” shall include any post-grant proceeding including patent interference proceeding, opposition proceeding and reexamination. (2) Licensor shall consult with Licensee and keep Licensee reasonably informed of the status of the Licensed Patents in the Licensee Territory and shall promptly provide Licensee with all material correspondence received from any Government Authority in connection therewith. In addition, Licensor shall use reasonable endeavors to provide Licensee with drafts of all proposed material filings and correspondence to any Government Authority with respect to the Licensed Patents in the Licensee Territory for Licensee’s review and comment prior to the submission of such proposed filings and correspondences. Licensor shall confer with Licensee and consider in good faith Licensee’s comments prior to submitting such filings and correspondences, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of Licensee’s comments. (3) Licensor shall notify Licensee of any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Licensee Territory at least forty-five (45) days prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent. If Licensor makes such a decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Licensee Territory, Licensor shall permit Licensee, at its discretion and at its sole expense, to continue prosecution or maintenance of such Licensed Patent. Licensee’s prosecution or maintenance of such Licensed Patent shall not change the Parties’ respective rights and obligations under this Agreement with respect to such Licensed Patent other than those expressly set forth in this Section 10.3(a)(3).

Licensed Patents. (1i) Licensor Eisai shall have the first right to, and shall use reasonable endeavors endeavours to, file, prosecute and maintain all Licensed Patents in the Licensee Territory, at Licensor’s own cost and expense[***]. For the purpose of this Article 10 (Intellectual Property Rights)5, “prosecution” shall include any post-grant proceeding including patent interference proceeding, opposition proceeding and reexamination. (2ii) Licensor Eisai shall consult with Licensee Roivant and keep Licensee Roivant reasonably informed of the status of the Licensed Patents in the Licensee Territory and shall promptly provide Licensee Roivant with all material correspondence received from any Government Authority in connection therewith. In addition, Licensor Eisai shall use reasonable endeavors endeavours to provide Licensee Roivant with drafts of all proposed material filings and correspondence to any Government Authority with respect to the Licensed Patents in the Licensee Territory for LicenseeRoivant’s review and comment prior to the submission of such proposed filings and correspondences. Licensor Eisai shall confer with Licensee Roivant and consider in good faith LicenseeRoivant’s comments prior to submitting such filings and correspondences, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of LicenseeRoivant’s comments. (3iii) Licensor Eisai shall notify Licensee Roivant of any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Licensee Territory at least forty-five (45) days [***] prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent. [***] If Licensor Eisai makes such a decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Licensee Territory, Licensor Eisai shall permit LicenseeRoivant, at its discretion and at its sole expense[***], to continue prosecution or maintenance of such Licensed Patent. LicenseeRoivant’s prosecution or maintenance of such Licensed Patent shall not change the Parties’ respective rights and obligations under this Agreement with respect to such Licensed Patent other than those expressly set forth in this Section 10.3(a)(35.3(a)(iii).

Licensed Patents. (1) Licensor Licensee shall have the first right to, and shall use reasonable endeavors to, file, prosecute and maintain be responsible for all Licensed Patents in the Licensee Territory, at Licensor’s own cost and expense. For the purpose of this Article 10 (Intellectual Property Rights), “prosecution” shall include any post-grant proceeding including further patent interference proceeding, opposition proceeding and reexamination. (2) Licensor shall consult with Licensee and keep Licensee reasonably informed of the status of the Licensed Patents in the Licensee Territory and shall promptly provide Licensee with all material correspondence received from any Government Authority in connection therewith. In addition, Licensor shall use reasonable endeavors to provide Licensee with drafts of all proposed material filings and correspondence to any Government Authority prosecution with respect to the Licensed Patents and Licensed Technologies set out in Exhibit “A”. Licensee may select the Licensee Territory patent agent for Licensee’s review and comment prior the prosecution of the Licensed Patents, subject to the submission approval of such proposed filings 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 correspondencesprosecution of the Licensed Patents so that Licensor may be informed and apprised of and meaningfully consulted as to the continuing prosecution. Licensor shall confer with 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 consider in good faith Licenseeupon Licensor’s comments prior to submitting receipt of such filings and correspondences, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of Licensee’s comments. (3) Refusal Notice Licensor shall notify 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 decision Refused Licensed Patent that is a Co-Owned Technology. In such case Licensor shall provide Licensee with copies of all relevant documentation related to cease the filing and prosecution and/or maintenance of, or not to continue to pay of the expenses of prosecution and/or maintenance of, any Refused Licensed Patents in so that Licensee may be informed and apprised of and be meaningfully consulted with as to the Licensee Territory at least forty-five (45) days prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patentcontinuing prosecution. If Licensor makes such a decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Licensee Territory, Licensor shall permit Licensee, at its discretion and at its sole expense, have no obligation to continue prosecution or maintenance of such Licensed Patent. Licensee’s prosecution or maintenance of such any Refused Licensed Patent and may abandon same without any prior notice or any obligation to Licensee. Both Licensee and Licensor shall not change make best efforts to respond promptly to any request from the Parties’ respective rights and obligations under this Agreement other Party for input or assistance with respect to matters pertaining to the Licensed Patents. Licensee shall use reasonable efforts to amend any patent application to include claims reasonably requested by the other Party and required to protect the Licensed Technology. In addition to Licensee’s obligations pursuant to section 4.1 above, Licensee shall be solely responsible for all patent and legal costs relating to the Licensed Patents and Licensed Technology (excluding Refused Licensed Patents) from the Effective Date onward, including all costs relating to the transfer of the Licensed Patents to the new patent agents selected by Licensee and approved by Licensor. For any patent and legal costs relating to the Licensed Patents and Licensed Technology (excluding Refused Licensed Patents) paid by Licensor after the Effective Date (including, without limitation, those expenses related to patentability assessments and drafting, filing, prosecution, maintenance, and taxes (the “Patent Costs”)), Licensee shall promptly reimburse Licensor for such Patent Costs upon receipt of an invoice from Licensor for such expenses. For any work in progress with respect to the Licensed Patents for which the Patent other than those expressly set forth in this Section 10.3(a)(3)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. (1) 4.2.1 Licensor shall have the first right touse reasonably diligent efforts in controlling, filing, prosecuting, and maintaining any and all patents and patent applications within the Licensed Patents and shall use reasonable endeavors to, file, prosecute and maintain hold title to all Licensed Patents Patents, in the Licensee Territory, all cases at Licensor’s its own cost and expense. For the purpose of this Article 10 (Intellectual Property Rights), “prosecution” shall include any post-grant proceeding including patent interference proceeding, opposition proceeding and reexamination. (2) 4.2.2 Licensee shall have the right of review and comment in respect to the Licensed Patents, meaning Licensor shall consult with Licensee in good faith regarding the preparation, filing, prosecution, and maintenance of the Licensed Patents, including the conduct of interferences, the defense of oppositions and other similar proceedings with respect to claims therein. Without limiting the foregoing, Licensor will timely provide Licensee with a copy of any proposed patent application within such Licensed Patents and any proposed response or submission to any patent office at least [***] business days prior to the filing or response deadline; provided, however, that such [***] business day period shall be reasonably reduced on a case-by-case basis in the event that, due to no fault of Licensor or its agents and despite reasonable efforts of Licensor and its agents, compliance within such period of time is not feasible in order to timely proceed with the relevant submission or other contemplated action. Licensor will consider in good faith all comments made by Licensee with respect to such draft response or submission, and will not unreasonably fail to act on any reasonable changes recommended by Licensee related thereto (and, notwithstanding Section 4.2.1, any demonstrated reasonable increased cost as a result of Licensee’s inputs will be borne by Licensee); provided, however, that in the event of a good faith disagreement between Licensee and Licensor, Licensor shall have the sole right to determine the contents of such submission. To that end, Licensor will keep Licensee reasonably informed of the status of the applicable Licensed Patents in the Licensee Territory and shall promptly provide Patents, including, without limitation: (a) by providing Licensee with all material correspondence copies of [***] received from any Government Authority or filed in connection therewith. In addition, Licensor shall use reasonable endeavors to provide Licensee with drafts of all proposed material filings and correspondence to any Government Authority with respect to the Licensed Patents in the Licensee Territory for Licensee’s review and comment prior to the submission of such proposed filings and correspondences. Licensor shall confer with Licensee and consider in good faith Licensee’s comments prior to submitting such filings and correspondences, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of Licensee’s comments. (3) Licensor shall notify Licensee of any decision to cease prosecution and/or maintenance ofpatent office(s), or not received from or sent to continue to pay the expenses of prosecution and/or maintenance of[***], any Licensed Patents in the Licensee Territory at least forty-five (45) days prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent. If Licensor makes such a decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Licensee Territory, Licensor shall permit Licensee, at its discretion and at its sole expense, to continue prosecution or maintenance of such Licensed Patent. Licensee’s prosecution or maintenance of such Licensed Patent shall not change the Parties’ respective rights and obligations under this Agreement with respect to such Licensed Patent other filing, (b) by providing a docket report at least annually upon request from Licensee and (c) by providing Licensee a reasonable time, but in any event not less than those expressly set forth in this Section 10.3(a)(3).[***] business days (subject to possible reductions

Licensed Patents. (1) 4.2.1 Licensor shall have the first right touse reasonably diligent efforts in controlling, filing, prosecuting, and maintaining any and all patents and patent applications within the Licensed Patents and shall use reasonable endeavors to, file, prosecute and maintain hold title to all Licensed Patents Patents, in the Licensee Territory, all cases at Licensor’s its own cost and expense. For the purpose of this Article 10 (Intellectual Property Rights), “prosecution” shall include any post-grant proceeding including patent interference proceeding, opposition proceeding and reexamination. (2) 4.2.2 Licensee shall have the right of review and comment in respect to the Licensed Patents, meaning Licensor shall consult with Licensee in good faith regarding the preparation, filing, prosecution, and maintenance of the Licensed Patents, including the conduct of interferences, the defense of oppositions and other similar proceedings with respect to claims therein. Without limiting the foregoing, Licensor will timely provide Licensee with a copy of any proposed patent application within such Licensed Patents and any proposed response or submission to any patent office at least [***] business days prior to the filing or response deadline; provided, however, that such [***] business day period shall be reasonably reduced on a case-by-case basis in the event that, due to no fault of Licensor or its agents and despite reasonable efforts of Licensor and its agents, compliance within such period of time is not feasible in order to timely proceed with the relevant submission or other contemplated action. Licensor will consider in good faith all comments made by Licensee with respect to such draft response or submission, and will not unreasonably fail to act on any reasonable changes recommended by Licensee related thereto (and, notwithstanding Section 4.2.1, any demonstrated reasonable increased cost as a result of Licensee’s inputs will be borne by Licensee); provided, however, that in the event of a good faith disagreement between Licensee and Licensor, Licensor shall have the sole right to determine the contents of such submission. To that end, Licensor will keep Licensee reasonably informed of the status of the applicable Licensed Patents Patents, including, without limitation: (a) by providing Licensee with copies of [***] received from or filed in patent office(s), or received from or sent to [***], with respect to such filing, (b) by providing a docket report at least annually upon request from Licensee and (c) by providing Licensee a reasonable time, but in any event not less than [***] business days (subject to possible reductions as set forth in the prior sentence), prior to [***] that would [***] the pendency of any such filing, with prior written notice of such proposed action or inaction so that Licensee Territory has a reasonable opportunity to review and shall promptly provide Licensee with all material correspondence received from any Government Authority in connection therewithcomment. In additionfurtherance of the foregoing requirements, Licensor shall itself, or shall instruct and use reasonable endeavors efforts to provide ensure that its outside patent counsel, promptly forward to Licensee with drafts a copy of all proposed material filings [***] received from or sent to [***] relating to the Licensed Patents, and correspondence Licensor and Licensee each agree to [***] if deemed advisable by Licensee’s and/or Licensor’s patent counsel. 4.2.3 Licensor shall not intentionally abandon the maintenance or prosecution of any Government Authority with respect patent or patent application within the Licensed Patents (and any abandonment during a bankruptcy proceeding shall be deemed intentional) without submitting written notice to Licensee and an offer to assign for no additional consideration any such patent(s) or patent application(s) to Licensee, provided that Licensee and/or its successor(s) in interest to the Licensed Patents in the Licensee Territory keep Licensor informed of its current address for Licensee’s review and comment prior to the submission of such proposed filings and correspondences. Licensor shall confer with Licensee and consider in good faith Licensee’s comments prior to submitting such filings and correspondences, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of Licensee’s comments. (3) Licensor shall notify Licensee of any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Licensee Territory at least forty-five (45) days prior to any filing or payment due date, or any other due date that requires actionnotices, in connection with which case, if Licensee has so accepted such Licensed Patent. If offer and Licensor makes has so assigned any such a decision patent(s) or patent application(s), Licensee shall have the sole and exclusive right to cease prosecution and/or maintenance ofcontrol, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Licensee Territory, Licensor shall permit Licenseefile and prosecute such patents and patent applications, at its discretion own cost. If one of the patents or patent applications within the Licensed Patents goes abandoned as a result of Licensor’s negligence or willful misconduct (“Abandoned Patent”), and at its sole expense, to continue prosecution or maintenance provided that Licensor notifies Licensee promptly upon becoming aware of such Licensed Patent. negligence or willful misconduct, then, without limiting Licensee’s prosecution or maintenance of such Licensed Patent shall not change available equitable remedies, the Parties’ respective rights and obligations under this Agreement maximum amount recoverable by Licensee from Licensor with respect to a claim for damages caused by such Licensed Patent other negligence or willful misconduct will be [***] of the [***], and, in the aggregate, the maximum recoverable amount shall in no event be more than those expressly set forth in this Section 10.3(a)(3)[***] of the [***].

Licensed Patents. (1i) Licensor Photocure, at its sole discretion, shall have the first right toresponsibility and bear all costs (including attorneys’ fees) for filing, prosecution, maintenance and shall use reasonable endeavors toextensions, fileincluding seeking any supplemental protection certificates and patent term extensions, prosecute and maintain all Licensed Patents in the Licensee Territoryif any, at Licensor’s own cost and expense. For the purpose of this Article 10 (Intellectual Property Rights), “prosecution” shall include any post-grant proceeding including patent interference proceeding, opposition proceeding and reexamination. (2) Licensor shall consult with Licensee and keep Licensee reasonably informed of the status of the Licensed Patents in the Licensee Territory and shall promptly provide Licensee be responsible for all related interference, opposition, revocation and re-examination proceedings, all with all material correspondence received from any Government Authority in connection therewith. In addition, Licensor the understanding that it shall use reasonable endeavors to provide Licensee with drafts of all proposed material filings and correspondence to any Government Authority (A) keep Salix reasonably informed with respect to such activities (including issues regarding (y) the countries in which to initiate or continue prosecution (including validation) and (z) the scope of, issuance of, rejection of, an interference involving, or an opposition to any such Licensed Patents in the Licensee Territory for Licensee’s Patent application or resulting Licensed Patent) such that Salix has reasonable time to review and comment prior upon any documents intended for submission to any patent office; (B) furnish to Salix a copy of any such Licensed Patent application and copies of documents relevant to such prosecution and maintenance, including copies of correspondence with any patent office, foreign associates and outside counsel, such that Salix has reasonable time to review and comment upon any documents intended for submission to any patent office; and (C) reasonably consider and, to the submission extent deemed appropriate by Photocure in its reasonable judgment, incorporate the comments of Salix on any such documents filed with any patent office. Photocure shall provide Salix with the status of such proposed filings and correspondencesLicensed Patents no less frequently than [*] per every [*]. Licensor Photocure shall confer with Licensee and consider make reasonable efforts, to the extent permitted by its contractual obligations to Third Parties as they exist on the Effective Date, not to take any position in good faith Licensee’s comments prior the prosecution of any Licensed Patent that could reasonably be expected to submitting affect adversely any other Licensed Patent in the Field in the Salix Territory. The provisions of this clause (i) shall apply to In-Licensed Patent only to the extent Photocure prosecutes such filings and correspondences, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of Licensee’s commentsPatents. (3ii) Licensor If Photocure plans to abandon any Licensed Patent without filing a continuing application claiming the same subject matter, Photocure shall notify Licensee Salix in writing at least [*] ([*]) days in advance of the due date of any decision payment or other action that is required to cease prosecution and/or maintenance ofprosecute or maintain such Licensed Patent and Salix may elect, upon written notice within such [*] ([*]) day period to Photocure, to make such payment or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Licensee Territory at least forty-five (45) days prior to any filing or payment due date, or any other due date that requires take such action, (A) in respect of the Salix Territory, for all actions and, (B) in any country outside the Salix Territory in which HAL Active Ingredient or Lumacan Products are being Manufactured, for any action relating to HAL Active Ingredient or Lumacan Products, in each case ((A) and (B)) at Salix’s expense and in Photocure’s name, and Photocure shall reasonably cooperate with Salix in connection with such maintenance activities. In the event that Salix should assume prosecution [*] Confidential treatment requested. of a Licensed Patent. If Licensor makes such a decision to cease prosecution and/or maintenance ofPatent and thereafter make payments or take other actions in respect of the Licensed Patent as contemplated by the preceding sentence, or not to continue to pay the expenses of prosecution and/or maintenance ofthen Photocure shall at any time thereafter, any Licensed Patents in the Licensee Territory, Licensor shall permit Licensee, at its discretion promptly upon Salix’s request and at its sole expense, execute all such documents and take all such other actions as may be required to continue prosecution transfer and assign the relevant Licensed Patent to Salix. In connection with any such transfer or maintenance assignment of such a Licensed Patent. Licensee’s prosecution Patent to Salix, Salix, shall, and hereby does, grant to Photocure a non-exclusive, nontransferable and sublicensable (in connection only with the development, manufacture or maintenance commercialization of HAL Products), fully paid-up and irrevocable license to practice the inventions covered by such Licensed Patent in the country or countries where the Licensed Patent is effective to the full end of the term or terms for which the Licensed Patent issues. Any license rights granted by Salix to Photocure pursuant to the preceding sentence shall constitute and be included in Licensed IP and as such shall, without limitation, be subject to Article 2.1, including the exclusive nature of the licenses set forth therein as they relate to Licensed IP. The provisions of this clause (ii) shall apply to In-Licensed Patents only to the extent (A) Photocure prosecutes such Patents; and (B) Photocure is permitted to take the actions contemplated by this clause (ii) by its contractual obligations to Third Parties as they exist on the Effective Date. (iii) The provisions of this subsection (a) shall not change the Parties’ respective rights and obligations under this Agreement with apply in respect to such Licensed Patent other than those expressly set forth in this Section 10.3(a)(3)of Joint Patents.

Licensed Patents. (1) As between the Parties, Licensor shall have the first right toright, and shall use reasonable endeavors tobut not the obligation, file, to prosecute and maintain all Licensed Patents Infringement in the Licensee TerritoryTerritory with respect to the Licensed Patents, including as a defense or counterclaim in connection with any Third Party Infringement Claim, at Licensor’s own 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. For In the purpose event Licensor prosecutes any such Infringement, Licensee and MedImmune shall have the right to join as a party to such claim, suit or proceeding and participate with its own counsel at its sole cost and expense and the Parties shall consult prior to doing so; provided that Licensor shall retain control of this Article 10 (Intellectual Property Rights)the prosecution of such claim, “prosecution” shall include any post-grant proceeding including patent interference suit or proceeding, opposition proceeding and reexamination. (2) Licensor shall consult with Licensee and keep Licensee reasonably informed including the response to any defense or defense of the status of the Licensed Patents in the Licensee Territory and shall promptly provide Licensee with all material correspondence received from any Government Authority counterclaim raised in connection therewith. In addition, If Licensor shall use or its designee does not take and continue to pursue commercially reasonable endeavors steps to provide Licensee with drafts of all proposed material filings and correspondence to any Government Authority prosecute an Infringement with respect to the Licensed Patents in the Licensee Field in the Territory for Licensee’s review and comment prior to within thirty (30) days following the submission date upon which Licensor first receives notice or otherwise learns of such proposed filings and correspondences. 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 shall confer with Licensee and consider receives notice or otherwise learns of such Infringement, ten (10) Business Days before the time limit, if any, set forth in good faith Licensee’s comments prior to submitting Applicable Law for filing of such filings and correspondencesactions, butwhichever comes first, for the avoidance of doubt, shall decide then (in its absolute discretion) whether to adopt any of Licensee’s comments. (3i) Licensor shall so notify Licensee of any decision to cease prosecution and/or maintenance ofand, (ii) Licensee may prosecute such alleged or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Licensee Territory at least forty-five (45) days prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent. If Licensor makes such a decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Licensee Territory, Licensor shall permit Licensee, at its discretion and threatened Infringement at its sole cost and expense, to continue prosecution or maintenance of such Licensed Patent. Licensee’s prosecution or maintenance of such Licensed Patent shall not change the Parties’ respective rights and obligations under this Agreement with respect to such Licensed Patent other than those expressly set forth in this Section 10.3(a)(3).

Licensed Patents. (1) Licensor Optimer shall have the first right toright, but not the obligation, to control and shall use reasonable endeavors tomanage the preparation, filefiling, prosecute prosecution (including any interferences, reissue proceedings and maintain reexaminations) and maintenance of all Licensed Patents in the Licensee TerritoryTerritory by counsel of its own choice. Optimer shall bear all costs and expenses incurred by Optimer in connection with the preparation, at Licensor’s own cost filing, prosecution and expensemaintenance by Optimer of the Licensed Patents in [...***...] (the “[...***...]”). For In the purpose of this Article 10 event Partner wishes Optimer to prepare, file, prosecute or maintain a particular Licensed Patent in any country in the Territory other than the [...***...] (Intellectual Property Rightsthe “Additional Countries”), “prosecution” it shall include any post-grant proceeding including patent interference proceedingprovide written notice thereof to Optimer, opposition proceeding and reexamination. (2) Licensor Partner shall consult be solely responsible for all reasonable costs and expenses incurred by Optimer in connection with Licensee the preparation, filing, prosecution and keep Licensee reasonably informed of the status maintenance of the Licensed Patents in the Licensee Territory Additional Countries. Partner shall reimburse Optimer for such reasonable costs and shall promptly provide Licensee with all material correspondence received from any Government Authority expenses incurred by Optimer in connection therewithwith the preparation, filing, prosecution and maintenance of the Licensed Patents in the Additional Countries within forty five (45) days from the date of invoice for such costs and expenses by Optimer. In additionOptimer shall keep Partner reasonably informed of progress with regard to the preparation, Licensor shall use reasonable endeavors filing, prosecution and maintenance of Licensed Patents in the Territory including the countries in the Territory in which it intends to provide Licensee with drafts file, maintain or abandon a given Patent. Optimer will notify the Partner of all proposed warning letters, conflict proceedings, reexaminations, reissuance, oppositions, revocation proceedings or any other material filings challenge relating to a given Licensed Patent in the Territory. Optimer will consult with, and correspondence to any Government Authority consider in good faith the requests and suggestions of, Partner with respect to strategies for filing and prosecuting Licensed Patents in the Territory. Optimer shall keep Partner regularly updated as to the progress of prosecution of and all other proceedings relating to the filing, maintenance and any challenge to the Licensed Patents in the Licensee Territory for Licensee’s review and comment Territory. Optimer shall provide reasonable prior written notice to Partner before taking any material step in relation to the submission prosecution or maintenance of such proposed filings and correspondences. Licensor shall confer with Licensee and consider in good faith Licensee’s comments prior or any other proceedings relating to submitting such filings and correspondences, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of Licensee’s comments. (3) Licensor shall notify Licensee of any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Licensee Territory at least fortyand 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-five trust law, Partner shall be entitled to contact such patent office directly in respect of such representation or omission. In the event that Optimer desires to abandon or cease prosecution or maintenance of any Licensed Patent in the Territory, or not defend proceedings in relation to any Licensed Patent in the Territory, Optimer shall provide reasonable prior written notice to Partner of such intention to abandon, cease prosecution or maintenance or not defend proceedings (45which notice shall, to the extent possible, be given no later than thirty (30) days prior to the next deadline for any filing or payment due date, or action that must be taken with respect to any other due date that requires action, in connection with such Licensed PatentPatent in the relevant patent office or proceeding). If Licensor makes In such a decision case, at Partner’s sole discretion, upon written notice to cease Optimer from Partner, Partner may elect to continue prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any such Licensed Patents Patent in the Licensee Territory, Licensor shall permit Licensee, at its discretion sole cost and at expense and by counsel of its sole expense, to continue prosecution or maintenance of such Licensed Patent. Licensee’s prosecution or maintenance of own choice and such Licensed Patent shall not change be included in the Parties’ respective rights and obligations under this Agreement with respect to such Licensed Patent other than those expressly set forth in this Section 10.3(a)(3)definition of Valid Claim.

Licensed Patents. Unless otherwise provided herein, the Licensed Patents will be held in the name of Licensor and obtained with counsel or patent agent(s) authorized to represent Licensor and mutually agreed upon by the parties. Licensor shall provide Licensee with (1a) copies of all relevant documentation related to the prosecution of the Licensed Patents so that Licensee may be informed and appraised of and meaningfully consulted as to their filing, continuing prosecution and maintenance and (b) reasonable opportunity to advise Licensor on the filing, continuing prosecution and maintenance, and to comment on all relevant matters relating thereto, including review of filings and draft responses prior to filing with the applicable patent office. In the event of a disagreement between Licensor and Licensee regarding the filing, prosecution or maintenance of the Licensed Patent Rights, Licensee shall have final decision making authority with respect to such disputed issue. In the event that Licensee does not agree that any given patent application or patent should be made, prosecuted or maintained (hereinafter referred to as a “Licensor Patent”), Licensor shall have the first right to, and shall use reasonable endeavors to, fileunilaterally to make, prosecute and maintain such Licensor Patent, and Licensee shall not have any rights to such Licensor Patent. In the event that Licensor elects to abandon any patent or patent application within the Licensed Patents, it shall notify Licensee at least [***] in advance of the associated statutory deadline with the applicable patent office. In the event Licensee disagrees with such abandonment, Licensor shall continue prosecution or maintenance, as the case may be, of such patent or patent application. 7.1.1 Licensor shall use its reasonable efforts to amend any patent application to include claims reasonably requested by Licensee and required to protect the Licensed Products. 7.1.2 Licensee agrees to pay all costs and legal fees incurred by Licensor on behalf of Licensee for the filing, prosecution, maintenance and taxes for the Licensed Patents in (other than Licensor Patents). Such costs will include the Licensee Territory, at reasonable and documented -of Licensor’s own cost internal patent agents, out-of-pocket costs for the filing, prosecution and expense. For the purpose of this Article 10 (Intellectual Property Rights), “prosecution” shall include any post-grant proceeding including patent interference proceeding, opposition proceeding and reexamination. (2) Licensor shall consult with Licensee and keep Licensee reasonably informed of the status maintenance of the Licensed Patents Patents, including in the event of an Inter Partes Review by the US patent office (or similar process in a country outside the US) reasonable and documented attorneys’ fees, expenses, official and filing fees. All reasonable and documented expenses incurred after the Effective Date for such prosecution, maintenance and taxes shall be reimbursed to Licensor by Licensee Territory and shall promptly provide Licensee with all material correspondence received from any Government Authority in connection therewith. In addition, Licensor shall use reasonable endeavors to provide Licensee with drafts within [***] of all proposed material filings and correspondence to any Government Authority with respect to the Licensed Patents in the Licensee Territory for Licensee’s review and comment prior to the submission of such proposed filings and correspondences. Licensor shall confer with Licensee and consider in good faith Licensee’s comments prior to submitting such filings and correspondences, but, for the avoidance of doubt, shall decide (in its absolute discretion) whether to adopt any of Licensee’s commentsinvoicing. (3) Licensor shall notify Licensee of any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Licensee Territory at least forty-five (45) days prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent. If Licensor makes such a decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the Licensee Territory, Licensor shall permit Licensee, at its discretion and at its sole expense, to continue prosecution or maintenance of such Licensed Patent. Licensee’s prosecution or maintenance of such Licensed Patent shall not change the Parties’ respective rights and obligations under this Agreement with respect to such Licensed Patent other than those expressly set forth in this Section 10.3(a)(3).