Common use of Patent Maintenance Clause in Contracts

Patent Maintenance. (a) Inspire shall have full responsibility for, and shall control the preparation and prosecution of, all patent applications and the maintenance of all patents relating to the Licensed Technology (including the Patents) throughout the Territory. Inspire shall pay all costs and expenses of filing, prosecuting and maintaining the Patents and the patents covering Inventions owned by Inspire in the Territory. (b) Inspire shall select qualified independent patent counsel to file and prosecute all patent applications pursuant to Section 9.2(a). Inspire shall provide copies to Kissei of any filings made to, and written communications received from, any patent office relating, in whole or in part, to the Licensed Claims. (c) Each Party agrees promptly to provide to the other Party a complete written disclosure of any Invention made by such Party. Inspire shall determine whether any Invention owned solely by Inspire or jointly by Inspire and Kissei is patentable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such Invention. Kissei shall determine whether any Invention owned solely by Kissei is patentable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such Invention. (d) Inspire and Kissei shall share all costs and expenses of filing, prosecuting and maintaining the Patents and the patents covering Inventions owned jointly by Kissei and Inspire in the Territory. If either Party elects not to pay for: (i) the filing of a patent application in the Territory on any such Patent or Invention which the other Party reasonably believes is patentable, or (ii) the further prosecution or maintenance of any such Patent or Invention in the Territory, or (iii) the filing of any divisional or continuing patent application based on any Patent or Invention in the Territory, such Party shall notify the other Party in a timely manner and the other Party may do so at its own expense. In such event, such patent or application in the Territory shall be assigned by such Party to the other Party, all of such assigning Party's rights in such patent or application in the Territory shall cease, and, in the case where Kissei is the assigning Party, the license granted to Kissei under Section 5.2 with respect thereto shall terminate. (e) Each Party agrees to cooperate with the other Party to execute all lawful papers and instruments, to make all rightful oaths and declarations and to provide consultation and assistance as may be necessary in the preparation, prosecution, maintenance, and enforcement of all such patents.

Patent Maintenance. (a) Inspire shall have full responsibility for, and shall control the preparation and prosecution of, all patent applications and the maintenance of all patents relating to the Licensed Technology (including the Patents) throughout the Territory. In connection therewith, Inspire shall consult with Santen in order to assure that all future filings with respect to the Patents are made in a timely manner and identify the relevant countries in the Territory, to the extent that Inspire can do so. Inspire shall pay all costs and expenses of filing, prosecuting and maintaining the Patents and the patents covering Inventions owned by Inspire in the Territory. Notwithstanding the foregoing, Inspire shall not have the right to file patent applications or maintain patents for Inventions solely owned by Santen, regardless of whether such Inventions relate to the Licensed Technology. (b) Inspire shall select qualified independent patent counsel to file and prosecute all patent applications pursuant to Section 9.2(a). Inspire shall provide copies to Kissei Santen of any filings made to, and written communications received from, any patent office relating, in whole or in part, to the Licensed Claims. (c) Each Party agrees promptly to provide to the other Party a complete written disclosure of any Invention made by such Party. Inspire shall determine whether any Invention owned solely by Inspire or jointly by Inspire and Kissei Santen is patentablepatentable and whether filing a patent application is economically justifiable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such Invention. Kissei If Inspire elects not to file patent applications for any Invention owned jointly by the Parties, Santen shall have the right to file and prosecute patent applications for such Joint Inventions in any country in which Inspire elects not to file for patent protection. Santen shall determine whether any Invention owned solely by Kissei Santen is patentablepatentable and whether filing a patent application is economically justifiable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such Invention. (d) Inspire and Kissei Santen shall share all costs and expenses of filing, prosecuting and maintaining the Patents and the patents covering Inventions owned jointly by Kissei Santen and Inspire in the Territory. If either Party elects not to pay for: (i) the filing of a patent application in the Territory on any such Patent or Invention which the other Party reasonably believes is patentable, or (ii) the further prosecution or maintenance of any such Patent or Invention in the Territory, or (iii) the filing of any divisional or continuing patent application based on any Patent or Invention in the Territory, such Party shall notify the other Party in a timely manner and the other Party may do so at its own expense. In such event, such patent or application in the Territory shall be assigned by such Party to the other Party, all of such assigning Party's rights in such patent or application in the Territory shall cease, and, in the case where Kissei Santen is the assigning Party, the license licenses granted to Kissei Santen under Section 5.2 with respect thereto 5 shall terminatebe deemed to cover such patent or application. (e) Each Party agrees to cooperate with the other Party to execute all lawful papers and instruments, to make all rightful oaths and declarations and to provide consultation and assistance as may be necessary in the preparation, prosecution, maintenance, maintenance and enforcement of all such patentspatents and patent applications.

Patent Maintenance. (a) Inspire Scynexis shall have full responsibility for, and shall control the be responsible to R-Pharm for preparation and prosecution of, of all patent applications and the maintenance of all patents relating to the Licensed Technology (including the Patents) throughout the Territory, it being acknowledged and agreed that such prosecution and maintenance may be performed and/or be managed by Merck, the current owner of the Patents. Inspire In connection therewith, Scynexis shall pay consult with R-Pharm in order to assure that all future filings with respect to the Patents are made in a timely manner and identify the relevant countries in the Territory, to the extent that Scynexis can do so. Scynexis shall pay, or cause to be paid, all costs and expenses of filing, prosecuting and maintaining the Patents and the patents covering Inventions owned by Inspire Scynexis in the Territory. (b) Inspire shall select qualified independent patent counsel to file and prosecute all patent applications pursuant to Section 9.2(a). Inspire shall provide copies to Kissei In connection with the development of any filings made to, and written communications received from, any patent office relatingthe Compound and/or the Product, in whole or in partthe Territory, to the Licensed Claims. (c) Each each Party agrees promptly to provide to the other Party a complete written disclosure of any Invention made by such Party. Inspire The Territory Development Committee shall determine whether any Invention owned solely by Inspire or jointly by Inspire Scynexis and Kissei R-Pharm is patentablepatentable and whether filing a patent application is economically justifiable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such Invention. Kissei R-Pharm shall determine whether any Invention owned solely by Kissei R-Pharm is patentablepatentable and whether filing a patent [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. application is economically justifiable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such Invention. Scynexis shall determine whether any Invention owned solely by Scynexis is patentable and whether filing a patent application is economically justifiable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such Invention. (d) Inspire and Kissei shall share all costs and expenses of filing, prosecuting and maintaining the Patents and the patents covering Inventions owned jointly by Kissei and Inspire in the Territory. If either Party elects not to pay for: (i) the filing of a patent application in the Territory on any such Patent or Invention which the other Party reasonably believes is patentable, or (ii) the further prosecution or maintenance of any such Patent or Invention in the Territory, or (iii) the filing of any divisional or continuing patent application based on any Patent or Invention in the Territory, such Party shall notify the other Party in a timely manner and the other Party may do so at its own expense. In such event, such patent or application in the Territory shall be assigned by such Party to the other Party, all of such assigning Party's rights in such patent or application in the Territory shall cease, and, in the case where Kissei is the assigning Party, the license granted to Kissei under Section 5.2 with respect thereto shall terminate. (e) Each Party agrees to cooperate with the other Party to execute all lawful papers and instruments, to make all rightful oaths and declarations and to provide consultation and assistance as may be necessary in the preparation, prosecution, maintenance, and enforcement of all such patents.

Patent Maintenance. (a) Inspire 7.2.1 deCODE agrees to file, prosecute and maintain in the Territory, upon appropriate consultation with Merck, the Patents and Collaboration Patents owned in whole or in part by deCODE and licensed to Merck under this Agreement; provided, however, with respect to Joint Patents, Merck shall have full responsibility forthe first right to file patent applications for such Joint Patents. With respect to deCODE Collaboration Patents, deCODE may elect not to file and if so Merck shall have the right to file patent applications. In each case, the filing Party shall give the non-filing Party an opportunity to review the text of the application before filing, shall consult with the non-filing Party with respect thereto, and shall control supply the preparation non-filing Party with a copy of the application as filed, together with notice of its filing date and serial number. Each Party shall keep the other advised of the status of the actual and prospective patent filings and upon the request, provide advance copies of any papers related to the filing, prosecution of, all patent applications and the maintenance of such patent filings. With respect to all patents relating to filings hereunder, the Licensed Technology (including the Patents) throughout the Territory. Inspire filing Party shall pay be responsible for payment for all costs and expenses of filing, prosecuting and maintaining the Patents and the patents covering Inventions owned by Inspire in the Territoryrelated to such filings. (b) Inspire shall 7.2.2 Each Party may select qualified independent patent counsel to file and prosecute all patent applications for which it has responsibility pursuant to Section 9.2(a)Section 7.2.1. Inspire The Party making the filing shall provide copies to Kissei the other Party of any filings made to, and written communications received from, any patent office relating, in whole or in part, to the Licensed ClaimsPatents and Collaboration Patents. (c) Each Party agrees promptly to provide to the other Party a complete written disclosure of any Invention made by such Party. Inspire shall determine whether any Invention owned solely by Inspire or jointly by Inspire 7.2.3 deCODE and Kissei is patentable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such Invention. Kissei shall determine whether any Invention owned solely by Kissei is patentable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such Invention. (d) Inspire and Kissei Merck shall share all costs and expenses of filing, prosecuting and maintaining the Patents and the patents covering Inventions owned jointly by Kissei and Inspire in the Territory. Joint Patents. 7.2.4 If either Party elects not to pay for: (i) the filing of a patent application in any country in the Territory on any such Patent or Collaboration Invention which the other Party reasonably believes is patentable, or (ii) the further prosecution or maintenance of any such Patent or Invention application in any country in the Territory, or (iii) the filing of any divisional or continuing patent application based on any Patent or Invention such application in any country in the Territory, such Party shall notify the other Party in a timely manner and the other Party may do so at its own expense. In such event, such patent or Collaboration Invention and application in such country of the Territory shall be assigned by such Party to the other Party, all of such assigning Party's rights in such patent or Collaboration Invention and application in such country in the Territory shall cease, and, in the case where Kissei is the assigning Party, the license granted to Kissei under Section 5.2 with respect thereto shall terminate. (e) 7.2.5 Each Party agrees to cooperate with the other Party to execute all lawful papers and instruments, to make all rightful oaths and declarations and to provide consultation and assistance as may be necessary in the preparation, prosecution, maintenance, and enforcement of all such patents.

Patent Maintenance. (a) Inspire Scynexis shall have full responsibility for, and shall control the be responsible to Waterstone for preparation and prosecution of, of all patent applications and the maintenance of all patents relating to the Licensed Technology (including the Patents) throughout the Territory. Inspire Scynexis shall keep Waterstone fully informed of the progress of the preparation, prosecution and maintenance of all such patent applications and patents in the Territory and shall provide Waterstone a reasonable opportunity to comment on the type and scope of useful claims and the nature of supporting disclosures with respect to such patent applications and patents (and shall instruct patent counsel to comply with the foregoing). Prior to abandoning prosecution or maintenance by Scynexis of any patents relating to the Licensed Technology (including the Patents) in the Territory or ceasing or failing to pay the costs of filing, prosecution and maintenance of any such patents in the Territory, Scynexis shall promptly notify Waterstone thereof (and in any event no later than 15 days prior to any payment deadline) and Waterstone shall thereafter have the right to exercise all of Scynexis’s rights with respect to the filing, prosecution and maintenance of such patents and to [*] in connection with such activities [*] hereunder. [*] shall pay, or cause to be paid, all costs and expenses of filing, prosecuting and maintaining the Patents and the patents covering Inventions owned by Inspire Scynexis in the Territory. (b) Inspire shall select qualified independent patent counsel to file and prosecute all patent applications pursuant to Section 9.2(a). Inspire shall provide copies to Kissei In connection with the development of any filings made to, and written communications received from, any patent office relatingthe Compound and/or the Product, in whole or in partthe Territory, to the Licensed Claims. (c) Each each Party agrees promptly to provide to the other Party a complete written disclosure of any Invention made by such Party. Inspire Waterstone shall determine whether any Invention owned solely by Inspire or jointly by Inspire Scynexis and Kissei Waterstone is patentablepatentable and whether filing a patent application is economically justifiable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such Invention. Kissei Waterstone shall determine whether any Invention owned solely by Kissei Waterstone is patentablepatentable and whether filing a patent application is economically justifiable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such Invention. Scynexis shall determine whether any Invention owned solely by Scynexis is patentable and whether filing a patent application is economically justifiable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such Invention. (dc) Inspire Scynexis and Kissei Waterstone shall share all costs and expenses of filing, prosecuting and maintaining the Patents and the patents covering Inventions owned jointly by Kissei and Inspire in the TerritoryJoint Inventions. If either Party elects not to pay for: (i) the filing of a patent application in the Territory on any such Patent or Joint Invention which the other Party reasonably believes is patentable, or (ii) the further prosecution or maintenance of any such Patent or Invention patent in the Territory, or (iii) the filing of any divisional or continuing patent application based on any Patent or Invention patent in the Territory, such Party shall notify the other Party in a timely manner and the other Party may do so at its own expense. In such event, such patent or application in the Territory shall be assigned by such Party to the other Party, all of such assigning Party's ’s rights in such patent or application in the Territory shall cease, and, in the case where Kissei Waterstone is the assigning Party, the license licenses granted to Kissei Waterstone under Section 5.2 5 with respect thereto shall terminate. (ed) Each Party agrees to cooperate with the other Party to execute all lawful papers and instruments, to make all rightful oaths and declarations and to provide consultation and assistance as may be necessary in the preparation, prosecution, maintenance, maintenance and enforcement of all such patentspatents and patent applications. [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Patent Maintenance. (a) Inspire shall have full responsibility for, and shall control the preparation and prosecution of, all patent applications and the maintenance of all patents relating to the Licensed Technology (including the Patents) throughout the Territory. In connection therewith, Inspire shall consult with Kirin in order to assure that all future filings with respect to the Patents are made in a timely manner and identify the relevant countries in the Territory, to the extent that Inspire can do so. Kirin shall provide guidance to Inspire regarding which countries it wishes to have Inspire aggressively file in for patent protection. Inspire shall pay all costs and expenses (including attorneys' fees) of filing, prosecuting and maintaining the Patents and the patents covering Inventions owned by Inspire in the Territory. Notwithstanding the foregoing, Inspire shall not have the right to file patent applications or maintain patents for Inventions solely owned by Kirin, regardless of whether such Inventions relate to the Licensed Technology. (b) Inspire shall select qualified independent patent counsel to file and prosecute all patent applications pursuant to Section 9.2(a). Inspire shall provide copies to Kissei Kirin of any filings made to, and written communications received from, any patent office relating, in whole or in part, to the Licensed Claims. (c) Each Party agrees promptly to provide to the other Party a complete written disclosure of any Invention made by such Party. Inspire shall determine whether any Invention owned solely by Inspire or jointly by Inspire and Kissei Kirin is patentablepatentable and whether filing a patent application is economically justifiable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such Invention. Kissei If Inspire elects not to file patent applications for any Invention owned jointly by the Parties, Inspire shall notify Kirin of such election sufficiently in advance of the filing deadline for such Invention to allow Kirin to file a patent application for such Invention. Kirin shall have the right to file patent applications for such joint Inventions in any country in which Inspire elects not to file for patent protection. Prior to any such filing deadline for any such joint Invention, neither Party will take any action that would preclude either Party from obtaining patent protection for such joint Invention. Kirin shall determine whether any Invention owned solely by Kissei Kirin is patentablepatentable and whether filing a patent application is economically justifiable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such Invention. (d) Inspire and Kissei Kirin shall share all costs and expenses (including attorneys' fees) of filing, prosecuting and maintaining the Patents and the patents worldwide covering Inventions which are owned jointly by Kissei Kirin and Inspire in the TerritoryInspire. If either Party elects not to pay for: (i) the filing of a patent application in the Territory on any such Patent or Invention for which the Parties are sharing costs and expenses and which the other Party reasonably believes is patentable, or (ii) the further prosecution or maintenance of any such Patent or Invention in for which the TerritoryParties have agreed to share costs and expenses pursuant to the first sentence of this Section, or (iii) the filing of any divisional or continuing patent application based on any Patent or Invention in for which the TerritoryParties have agreed to share costs and expenses pursuant to the first sentence of this Section, such Party shall notify the other Party in a timely manner and the other Party may do so at its own expense. In such event, such patent or application in the Territory shall be assigned by such Party to the other Party, all of such assigning Party's rights in such patent or application in the Territory shall cease, and, in the case where Kissei Kirin is the assigning Party, the license licenses granted to Kissei Kirin under Section 5.2 5 with respect thereto to such patent or application shall terminate. (e) Each Party agrees to cooperate with the other Party to execute all lawful papers and instruments, to make all rightful oaths and declarations and to provide consultation and assistance as may be necessary in the preparation, prosecution, maintenance, maintenance and enforcement of all such patentspatents and patent applications.

Patent Maintenance. (a) Inspire Genesis shall have full responsibility for, and shall control the preparation and prosecution of, all patent applications and the maintenance of all patents relating to the Licensed Technology (including the Patents) Patents throughout the Territory. Inspire In connection therewith, during the term of this Agreement, Genesis shall consult with SVI in order to assure that all future filings with respect to the Patents are made in a timely manner and identify the relevant countries in the Territory, to the extent that Genesis can do so. SVI shall provide guidance to Genesis regarding which countries it wishes to have Genesis aggressively file in for patent protection. Genesis shall pay all costs and expenses of filing, prosecuting and maintaining the Patents and the patents covering Inventions Improvements owned by Inspire Genesis in the Territory. Notwithstanding the foregoing, Genesis shall not have the right to file patent applications or maintain patents for Improvements solely owned by SVI. (b) Inspire Genesis shall select qualified independent patent counsel who shall be reasonably acceptable to SVI to file and prosecute all patent applications pursuant to Section 9.2(a8.2(a). Inspire Genesis shall provide copies to Kissei SVI of any filings made to, and written communications received from, any patent office relating, in whole or in part, to the Licensed ClaimsPatents. (c) Each Party agrees promptly to provide to the other Party a complete written disclosure of any Invention Improvement made by such Party. Inspire Genesis shall determine whether any Invention Improvement owned solely by Inspire Genesis or jointly by Inspire Genesis and Kissei SVI is patentablepatentable and whether filing a patent application is economically justifiable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such InventionImprovement. Kissei If Genesis elects not to file patent applications for any Improvement owned jointly by the Parties, SVI shall have the right to file and prosecute patent applications for such joint Improvements in any country in which Genesis elects not to file for patent protection. SVI shall determine whether any Invention Improvement owned solely by Kissei SVI is patentablepatentable and whether filing a patent application is economically justifiable, and if so, shall proceed with the preparation preparation, prosecution and prosecution maintenance of a patent application covering any such InventionImprovement. (d) Inspire Genesis and Kissei SVI shall share all costs and expenses of filing, prosecuting and maintaining the Patents and the patents covering Inventions Improvements owned jointly by Kissei SVI and Inspire in the TerritoryGenesis. If either Party elects not to pay for: (i) the filing of a patent application in the Territory on any such Patent or Invention Improvement which the other Party reasonably believes is patentable, or (ii) the further prosecution or maintenance of any such Patent or Invention Improvement in the Territory, or (iii) the filing of any divisional or continuing patent application based on any Patent or Invention Improvement in the Territory, such Party shall notify the other Party in a timely manner and the other Party may do so at its own expense. In such event, such patent or application in the Territory shall be assigned by such Party to the other Party, all of such assigning Party's rights in such patent or application in the Territory shall cease, and, in the case where Kissei is the assigning Party, the license granted to Kissei under Section 5.2 with respect thereto shall terminate. (e) Each Party agrees to cooperate with the other Party to execute all lawful papers and instruments, to make all rightful oaths and declarations and to provide consultation and assistance as may be necessary in the preparation, prosecution, maintenance, maintenance and enforcement of all such patentspatents and patent applications.