Common use of Patent Listings Clause in Contracts

Patent Listings. With respect to any filings made to Regulatory Authorities with respect to any Patents within the Novartis Technology or the Surface Technology for any Licensed Product within such Party’s Territory, including as required or allowed in connection with in the United States, the FDA’s Orange or Purple Book, if applicable, or outside the United States, other international equivalents, but subject to Section 14.4.2.3, (a) the Parties will list any such Patents as may be required by applicable Laws, and (b) otherwise (i) Novartis will have the sole right to make any such decision whether to list for Patents within the Collaboration IP or CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Joint Collaboration IP for the Novartis Territory and for any Licensed Product (other than any Regional Licensed Product in the Surface Territory); (ii) Surface will have the sole right to make any such decision whether to list for Patents within the Collaboration IP or Joint Collaboration IP for the Surface Territory for any Regional Licensed Product; and (iii) each Party will have the sole right to make any such decision whether to list for Patents otherwise within the Novartis Technology for Novartis or the Surface Technology for Surface with respect to any Licensed Product. Upon the request by a Party, such other Party will reasonably cooperate in the implementation of such requesting Party’s decisions made in a manner with this Section 14.6.

Patent Listings. With respect to any filings of Patents made to with Regulatory Authorities with respect to any Patents within the Novartis Technology or the Surface Technology for any Licensed Product within such Party’s TerritoryProduct, including as required or allowed in connection with with, in the United States, the FDA’s Orange or Purple Book, if applicableor, or outside of the United States, other international equivalents, but subject to Section 14.4.2.312.6.2.3, (a) each of the Parties will list any such Patents as may be required by applicable LawsApplicable Law with respect to any such filings for Licensed Products made with Regulatory Authorities in their respective Territory, and (b) otherwise (i) Novartis Kaken will have the sole and exclusive right to make any such decision whether to list for any Kaken Program IP Patents within the Collaboration and Joint Program IP or CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Joint Collaboration IP for the Novartis Territory and for Patents with respect to any Licensed Product (other than any Regional Licensed Product in filings made with Regulatory Authorities in the Surface Kaken Territory); , and (ii) Surface CymaBay will have the sole and exclusive right to make any such decision whether to list for any Joint Program IP Patents within and any CymaBay Licensed Patents that are not Joint Program IP Patents with respect to any Licensed Product in filings made with Regulatory Authorities in the Collaboration IP or Joint Collaboration IP for CymaBay Territory, provided that notwithstanding the Surface Territory for any Regional Licensed Product; foregoing clauses (b)(i) and (iii) ii), each Party will have the sole right use Commercially Reasonable Efforts to make any such decision whether listing if available for the Patents subject to list for Patents otherwise within the Novartis Technology for Novartis or the Surface Technology for Surface enforcement rights specified in Section 12.6.2 with respect to any Licensed Product; and further provided, however, that no Party will be required to use any such Commercially Reasonable Efforts in a manner inconsistent with any term or condition of this Section 12.8 if any such item could impair the applicable Patent (including its enforcement potential) or the ability to list such Patent for any other pharmaceutical product. Upon the request by a Party, such other Party will reasonably cooperate in the implementation of such requesting Party’s decisions made in a manner consistent with this Section 14.612.8.

Patent Listings. With respect to any filings made to Regulatory Authorities with respect to any Patents within the Novartis Technology or the Surface Xencor Technology for any Licensed Product within such Party’s Territory, including as required or allowed in connection with in the United States, the FDA’s Orange or Purple Book, if applicable, or outside the United States, other international equivalents, but subject to Section 14.4.2.314.4.2.4, (a) the Parties will list any such Patents as may be required by applicable Laws, and (b) otherwise (i) Novartis will have the sole right to make any such decision whether to list for Patents within the Novartis Collaboration IP or CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Joint Collaboration IP for the Novartis Territory and for any Licensed Product (other than any Regional Licensed Product in the Surface Xencor Territory); , (ii) Surface Xencor will have the sole right to make any such decision whether to list for Patents within the Xencor Collaboration IP or Joint Collaboration IP for the Surface Xencor Territory for any Regional Licensed Product; , and (iii) each Party will have the sole right to make any such decision whether to list for Patents otherwise within the Novartis Technology for Novartis or the Surface Xencor Technology for Surface Xencor with respect to any Licensed Product, in each case, such consent not to be unreasonably withheld, delayed, or conditioned. Upon the request by a Party, such other Party will -128- reasonably cooperate in the implementation of such requesting Party’s decisions made in a manner with this Section 14.6.

Patent Listings. With respect to any filings made to Regulatory Authorities with respect to any Shionogi Controlled Patents, Joint Program Patents, or any Xxxxx Licensed Patents within the Novartis Technology or the Surface Technology that are not Joint Program Patents, in each case, for any Licensed Product within such Party’s TerritoryProduct, including as required or allowed in connection with with, in the United States, the FDA’s Orange or Purple Book, if applicable, or or, outside of the United States, other international equivalents, but subject to Section 14.4.2.3, (a) the Parties will list any such Patents as may be required by applicable LawsLaws with respect to any filings for Licensed Products made with Regulatory Authorities in their respective Territory, and (b) otherwise (i) Novartis Shionogi will have the sole and exclusive right to make any such decision whether to list for any Shionogi Background Patents, Shionogi Program Patents within the Collaboration IP or CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. and Joint Collaboration IP for the Novartis Territory and for Program Patents with respect to any Licensed Product (other than any Regional Licensed Product in filings made with Regulatory Authorities in the Surface Shionogi Territory); , and (ii) Surface Xxxxx will have the sole and exclusive right to make any such decision whether to list for any Joint Program Patents within and Xxxxx Licensed Patents that are not Joint Program Patents with respect to any Licensed Product in filings made with Regulatory Authorities in the Collaboration IP or Joint Collaboration IP for Xxxxx Territory, provided that notwithstanding the Surface Territory for any Regional Licensed Product; foregoing clauses (b)(i) and (iii) ii), each Party will have the sole right use reasonable efforts to make any such decision whether listing if available for the Patents subject to list for Patents otherwise within the Novartis Technology for Novartis or the Surface Technology for Surface enforcement rights specified in Section 11.6.2 with respect to any Licensed Product; and further provided, however, that no Party will be required to use any such reasonable efforts in a manner inconsistent with any term or condition of this Section 11.8 if any such item could impair the applicable Patent (including its enforcement potential) or the ability to list such Patent for any other product. Upon the request by a Party, such other Party will reasonably cooperate in the implementation of such requesting Party’s decisions made in a manner consistent with this Section 14.611.8.

Patent Listings. With respect to any filings of Patents made to with Regulatory Authorities with respect to any Patents within the Novartis Technology or the Surface Technology for any Licensed Product within such Party’s TerritoryProduct, including as required or allowed in connection with with, in the United States, the FDA’s Orange or Purple Book, if applicableor, or outside of the United States, other international equivalents, but subject to Section 14.4.2.312.6.2.3, (a) the Parties will list any such Patents as may be required by applicable LawsLaws with respect to any such filings for Licensed Products made with Regulatory Authorities in their respective Territory, and (b) otherwise (i) Novartis Licensee will have the sole and exclusive right to make any such decision whether to list for any Licensee Background Patents, Licensee Program IP Patents within the Collaboration and Joint Program IP or CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Joint Collaboration IP for the Novartis Territory and for Patents with respect to any Licensed Product (other than any Regional Licensed Product in filings made with Regulatory Authorities in the Surface Licensee Territory); , and (ii) Surface Cxxxxx will have the sole and exclusive right to make any such decision whether to list for any Joint Program IP Patents within and any Cxxxxx Licensed Patents that are not Joint Program IP Patents with respect to any Licensed Product in filings made with Regulatory Authorities in the Collaboration IP or Joint Collaboration IP for Cxxxxx Territory, provided that notwithstanding the Surface Territory for any Regional Licensed Product; foregoing clauses (b)(i) and (iii) ii), each Party will have the sole right use Commercially Reasonable Efforts to make any such decision whether listing if available for the Patents subject to list for Patents otherwise within the Novartis Technology for Novartis or the Surface Technology for Surface enforcement rights specified in Section 12.6.2 with respect to any Licensed Product; and further provided, however, that no Party will be required to use any such Commercially Reasonable Efforts in a manner inconsistent with any term or condition of this Section 12.8 if any such item could impair the applicable Patent (including its enforcement potential) or the ability to list such Patent for any other pharmaceutical product. Upon the request by a Party, such other Party will reasonably cooperate in the implementation of such requesting Party’s decisions made in a manner consistent with this Section 14.612.8.