Common use of Patent Prosecution, Maintenance and Enforcement Clause in Contracts

Patent Prosecution, Maintenance and Enforcement. (a) COH shall be responsible for the preparation, filing, prosecution, and maintenance of all Background Patents, using counsel of its choice. COH will timely provide Licensee with copies of all relevant documentation relating to such prosecution and periodically update Exhibit 2 to include current information regarding the Background Patents, and Licensee shall keep such information confidential. COH’s counsel shall take instructions only from COH. All patents and patent applications in Background Patents and Core Patents, to the extent one or more inventors have the obligation to assign to COH, shall be assigned by such inventors to COH. (b) COH will not unreasonably refuse to amend any patent application in the Background Patents to include claims reasonably requested by Licensee to protect the products contemplated to be sold by Licensee under this Agreement. (c) As of the Option Effective Date, Licensee shall have the right to assume preparation, filing, prosecution, and maintenance of all Core Patents in the name of COH at Licensee’s own expense, using Licensee counsel reasonably acceptable to COH, solely for as long as Licensee maintains exclusivity with respect to the Core Patents in the Unrestricted Field. In the event of a License Conversion pursuant to Section 2.2.2 (a) hereof where Licensee does not maintain exclusivity with respect to the Core Patents in the Unrestricted Field, Licensee shall take all actions reasonably requested by COH to enable COH to prepare, file, prosecute, and maintain all Core Patents, on its own behalf using counsel of COH’s choice; provided, that the Cooperation Provisions of Section 7.1(d) shall apply to COH cooperating with Licensee, mutatis mutandis, including without limitation that COH will timely provide Licensee with copies of all relevant documentation relating to such prosecution and Licensee shall keep such information confidential, and that COH’s counsel shall reasonably consider comments from Licensee, but take ultimate instructions only from COH. (d) Promptly following the end of each calendar quarter or upon request of COH, Licensee will provide COH with an update and details regarding the filing, prosecution and maintenance status of each Core Patent. Licensee shall provide COH with drafts of all proposed filings (including, without limitation, the initial application as well as any material correspondence related to any filings) in a manner that allows COH a reasonable opportunity to review and comment before any such filing is made or due but in no event, except when impossible, less than [***] ([***]) business days prior to any filing deadline. Licensee will consider all of, and incorporate to the extent commercially reasonable for Licensee’s conduct of its business, COH’s suggestions, recommendations and instructions concerning the preparation, Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. filing, prosecution, defense and maintenance of Core Patents (including without limitation any suggestion or recommendation to alter or expand or limit the scope, content and/or claims of any such application), and, to the extent otherwise possible, will undertake the preparation, filing, prosecution and defense of Core Patents in a way that is intended to reasonably optimize the scope and enforceability of the Core Patents. COH shall cooperate with Licensee in the preparation, filing, prosecution, and maintenance of Core Patents by disclosing such information as may be necessary and by promptly executing such documents as Licensee may request to effect such efforts. COH shall secure, and upon request provide to Licensee, assignments from all employees and other individuals necessary to grant the rights, licenses and privileges granted in this Agreement. The aforementioned provisions of this subparagraph are collectively the “Cooperation Provisions”. For clarity, (i) Licensee may not use cost or expense as a basis to deem any proposed COH claim or application commercially unreasonable, provided COH is willing to bear any increased cost or expense, in which case Licensee shall not be entitled to the benefits of any such claim or application unless COH’s costs are reimbursed and (ii) if Licensee deems any COH claim or application commercially unreasonable due to cost or expense, COH shall be entitled to require Licensee to file continuation, divisional or other independent applications to be prosecuted and maintained by COH at its cost and expense independent of Licensee and which shall be outside the scope of the rights licensed. (e) Each Party shall promptly provide written notice to the other in the event it becomes aware of any actual or probable infringement of any of the Patent Rights or of any Third Party claim regarding the enforceability or validity of any Patent Rights (“Infringement Notice”). (f) Licensee shall, in cooperation with COH, use reasonable efforts to terminate infringement of the Core Patents without litigation. If such infringing activity has not been abated within [***] ([***]) days following the date the Infringement Notice is provided, then Licensee may, following consultation with COH, in its sole discretion and at its sole expense, take action against any alleged infringer or in defense of such any claim, provided, that Licensee has exclusive rights under this Agreement in the applicable field within which the alleged infringer is operating. (g) If required for Licensee to maintain standing to enforce the Core Patents against a Third Party, COH agrees to be named a party to a legal proceeding at Licensee’s request, provided that Licensee will pay any costs incurred by COH arising out of such suit, including but not limited to, any legal fees of counsel that COH selects and retains to represent it in the suit. (h) In the event that Licensee declines to cause such infringement to cease (e.g. by settlement or injunction) and thereafter declines to initiate and thereafter diligently maintain legal proceedings against the infringer other than as part of a mutually agreed upon bona fide strategy, developed with the guidance of outside patent counsel, to preserve the Core Patents, COH may, in its sole discretion and at its sole expense, take action against such alleged infringer or in defense of any such Third Party claim. EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. (i) Any recovery obtained by Licensee or COH, after [***] recovery, shall be [***].

Patent Prosecution, Maintenance and Enforcement. (a) COH shall be responsible for the preparation, filing, prosecution, and maintenance of all Background Patents, using counsel of its choice. COH will timely provide Licensee with copies of all relevant documentation relating to such prosecution and periodically update Exhibit 2 to include current information regarding the Background Patents, and Licensee shall keep such information confidential. COH’s counsel shall take instructions only from COH. All patents and patent applications in Background Patents and Core Patents, to the extent one or more inventors have the obligation to assign to COH, shall be assigned by such inventors to COH. (b) COH will not unreasonably refuse to amend any patent application in the Background Patents to include claims reasonably requested by Licensee to protect the products contemplated to be sold by Licensee under this Agreement. (c) As of the Option Effective Date, Licensee shall have the right to assume preparation, filing, prosecution, and maintenance of all Core Patents in the name of COH at Licensee’s own expense, using Licensee counsel reasonably acceptable to COH, solely for as long as Licensee maintains exclusivity with respect to the Core Patents in the Unrestricted Field. In the event of a License Conversion pursuant to Section 2.2.2 (a2.2.2(a) hereof where Licensee does not maintain exclusivity with respect to the Core Patents in the Unrestricted Field, Licensee shall take all actions reasonably requested by COH to enable COH to prepare, file, prosecute, and maintain all Core Patents, on its own behalf using counsel of COH’s choice; provided, that the Cooperation Provisions of Section 7.1(d) shall apply to COH cooperating with Licensee, mutatis mutandis, including without limitation that COH will timely provide Licensee with copies of all relevant documentation relating to such prosecution and Licensee shall keep such information confidential, and that COH’s counsel shall reasonably consider comments from Licensee, but take ultimate instructions only from COH. (d) Promptly following the end of each calendar quarter or upon request of COH, Licensee will provide COH with an update and details regarding the filing, prosecution and maintenance status of each Core Patent. Licensee shall provide COH with drafts of all proposed filings (including, without limitation, the initial application as well as any material correspondence related to any filings) in a manner that allows COH a reasonable opportunity to review and comment before any such filing is made or due but in no event, except when impossible, less than [***] ([***]) business days prior to any filing deadline. Licensee will consider all of, and incorporate to the extent commercially reasonable for Licensee’s conduct of its business, COH’s suggestions, recommendations and instructions concerning the preparation, Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. filing, prosecution, defense and maintenance of Core Patents (including without limitation any suggestion or recommendation to alter or expand or limit the scope, content and/or claims of any such application), and, to the extent otherwise possible, will undertake the preparation, filing, prosecution and defense of Core Patents in a way that is intended to reasonably optimize the scope and enforceability of the Core Patents. COH shall cooperate with Licensee in the preparation, filing, prosecution, and maintenance of Core Patents by disclosing such information as may be necessary and by promptly executing such documents as Licensee may request to effect such efforts. COH shall secure, and upon request provide to Licensee, assignments from all employees and other individuals necessary to grant the rights, licenses and privileges granted in this Agreement. The aforementioned provisions of this subparagraph are collectively the “Cooperation Provisions”. For clarity, (i) Licensee may not use cost or expense as a basis to deem any proposed COH claim or application commercially unreasonable, provided COH is willing to bear any increased cost or expense, in which case Licensee shall not be entitled to the benefits of any such claim or application unless COH’s costs are reimbursed and (ii) if Licensee deems any COH claim or application commercially unreasonable due to cost or expense, COH shall be entitled to require Licensee to file continuation, divisional or other independent applications to be prosecuted and maintained by COH at its cost and expense independent of Licensee and which shall be outside the scope of the rights licensed. (e) Each Party shall promptly provide written notice to the other in the event it becomes aware of any actual or probable infringement of any of the Patent Rights or of any Third Party claim regarding the enforceability or validity of any Patent Rights (“Infringement Notice”). (f) Licensee shall, in cooperation with COH, use reasonable efforts to terminate infringement of the Core Patents without litigation. If such infringing activity has not been abated within [***] ([***]) days following the date the Infringement Notice is provided, then Licensee may, following consultation with COH, in its sole discretion and at its sole expense, take action against any alleged infringer or in defense of such any claim, provided, that Licensee has exclusive rights under this Agreement in the applicable field within which the alleged infringer is operating. (g) If required for Licensee to maintain standing to enforce the Core Patents against a Third Party, COH agrees to be named a party to a legal proceeding at Licensee’s request, provided that Licensee will pay any costs incurred by COH arising out of such suit, including but not limited to, any legal fees of counsel that COH selects and retains to represent it in the suit. (h) In the event that Licensee declines to cause such infringement to cease (e.g. by settlement or injunction) and thereafter declines to initiate and thereafter diligently maintain legal proceedings against the infringer other than as part of a mutually agreed upon bona fide strategy, developed with the guidance of outside patent counsel, to preserve the Core Patents, COH may, in its sole discretion and at its sole expense, take action against such alleged infringer or in defense of any such Third Party claim. EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.. Confidential Treatment Requested by Homology Medicines, Inc. (i) Any recovery obtained by Licensee or COH, after [***] recovery, shall be [***].

Patent Prosecution, Maintenance and Enforcement. (a) COH shall be As of the Original Effective Date, Licensee assumed and became responsible for the preparation, filing, prosecution, and maintenance of all Background Patents, using counsel of its choice. COH will timely provide Licensee with copies of all relevant documentation relating to such prosecution and periodically update Exhibit 2 to include current information regarding the Background Patents, and Licensee shall keep such information confidential. COH’s counsel shall take instructions only from COH. All patents and patent applications in Background Patents and Core Patents, to the extent one or more inventors have the obligation to assign to COH, shall be assigned by such inventors to COH. (b) COH will not unreasonably refuse to amend any patent application in the Background Patents to include claims reasonably requested by Licensee to protect the products contemplated to be sold by Licensee under this Agreement. (c) As of the Option Effective Date, Licensee shall have the right to assume preparation, filing, prosecution, and maintenance of all Core Patents Patent Rights in the name of COH at Licensee’s own expense, using Licensee counsel reasonably acceptable to COH, solely for as long as . Licensee maintains exclusivity with respect to the Core Patents in the Unrestricted Field. In the event of a License Conversion pursuant to Section 2.2.2 (a) hereof where Licensee does not maintain exclusivity with respect to the Core Patents in the Unrestricted Field, Licensee shall take all actions reasonably requested by COH to enable COH to prepare, file, prosecute, and maintain all Core Patents, on its own behalf using counsel of COH’s choice; provided, that the Cooperation Provisions of Section 7.1(d) shall apply to COH cooperating with Licensee, mutatis mutandis, including without limitation that COH will timely provide Licensee COH with copies of all relevant documentation relating to such prosecution and Licensee COH shall keep such information confidential, . Licensee’s counsel shall take instructions only from Licensee and that COH’s counsel shall reasonably consider comments from Licensee, but take ultimate instructions only from COH. (db) Promptly following the end of each calendar quarter [**] or upon request of COH, Licensee will provide COH with an update and details regarding the filing, prosecution and maintenance status of each Core Patentthe Patent Rights. Licensee shall provide COH with drafts of all proposed filings (including, without limitation, the initial application as well as any material correspondence related to any filings) in a manner that allows COH a reasonable opportunity to review and comment before any such filing is made or due but in no event, except when impossible, less than [***] ([***]) business days prior to any filing deadline. Licensee will consider all of, and incorporate to the extent commercially reasonable for Licensee’s conduct of its business, COH’s suggestions, recommendations and instructions concerning the preparation, Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. filing, prosecution, defense and maintenance of Core Patents the Patent Rights (including without limitation any suggestion or recommendation to alter or expand or limit the scope, content and/or claims of any such application), and, to the extent otherwise possible, will undertake the preparation, filing, prosecution and defense of Core Patents the Patent Rights in a way that is intended to reasonably optimize the scope and enforceability of the Core PatentsPatent Rights. COH shall cooperate with Licensee in the preparation, filing, prosecution, and maintenance of Core Patents the Patent Rights by disclosing such information as may be necessary and by promptly executing such documents as Licensee may request to effect such efforts. COH shall secure, and upon request provide to Licensee, assignments from all employees and other individuals necessary to grant the rights, licenses and privileges granted in this Agreement. The aforementioned provisions of this subparagraph are collectively the “Cooperation Provisions”. For clarity, (i) Licensee may not use cost or expense as a basis to deem any proposed COH claim or application commercially unreasonable, provided COH is willing to bear any increased cost or expense, in which case Licensee shall not be entitled to the benefits of any such claim or application unless COH’s costs are reimbursed and (ii) if Licensee deems any COH claim or application commercially unreasonable due to cost or expense, COH shall be entitled to require Licensee to file continuation, divisional or other independent applications to be prosecuted and maintained by COH at its cost and expense independent of Licensee and which shall be outside the scope of the rights licensedlicensed pursuant to this Agreement. (ec) Licensee will not unreasonably refuse to amend any patent application in the Patent Rights to include claims reasonably requested by COH to protect the products contemplated to be sold by Licensee under this Agreement. (d) Each Party shall promptly provide written notice to the other in the event it becomes aware of any actual or probable infringement of any of the Patent Rights in or relevant to the Field or of any Third Party claim regarding the enforceability or validity of any Patent Rights (“Infringement Notice”). (f) . Licensee shall, in cooperation with COH, use reasonable efforts to terminate infringement of the Core Patents without litigation. . (e) If such infringing activity has not been abated within [***] ([***]) days following the date the Infringement Notice is providedtakes effect, then Licensee may, following consultation with COH, in its sole discretion and at its sole expense, take action against any alleged infringer or in defense of such any claim, provided, that that, Licensee has exclusive rights under this Agreement Agreement. Any recovery obtained by Licensee as the result of legal proceedings initiated and paid for by Licensee pursuant to this subsection (e), after deduction of Licensee’s reasonable out-of-pocket expenses incurred in securing such recovery, shall be deemed to be Net Sales of Licensed Products and/or Licensed Services in the applicable field within calendar quarter in which the alleged infringer is operatingsuch recovery was received and royalties shall be due and payable thereon accordingly. (gf) If required for Licensee to maintain standing to enforce COH is involuntarily joined in a suit initiated by Licensee, then the Core Patents against a Third Party, COH agrees to be named a party to a legal proceeding at Licensee’s request, provided that Licensee will pay any out-of-pocket costs reasonably incurred by COH arising out of such suit, including but not limited to, any reasonable legal fees of counsel that COH selects and retains to represent it in the suit. (hg) In the event that Licensee declines either to cause such infringement to cease (e.g. e.g., by settlement or injunction) and thereafter declines or to initiate and thereafter diligently maintain legal proceedings against the infringer other than as part of a mutually agreed upon bona fide strategy, developed with the guidance of outside patent counsel, to preserve the Core PatentsPatent Rights, COH may, in its sole discretion and at its sole expense, take action against such alleged infringer or in defense of any such Third Party claim. EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. (i) Any recovery obtained by COH as the result of any such legal proceedings shall be for the benefit of COH only. Failure on the part of Licensee or COHto prosecute any such infringement for which it has standing to prosecute, after [***] recoveryabsent a settlement between Licensee and such infringing Third Party, shall be [***]grounds for conversion of the exclusive licenses granted to Licensee hereunder to co-exclusive licenses with Licensee and with such infringing Third Party(ies), with respect to the country in which such infringement occurs, at the option of COH, provided, however, that COH may only subsequently enter into subsequent license agreements with such infringing Third Party(ies) (i.e., not any other Third Party) and, provided further, that such license(s) shall not contain running royalty rates lower than the rates specified in this Agreement nor grant such third parties the right to sublicense. Licensee agrees to execute any and all necessary documents and perform such acts as are reasonably requested by COH in order to effect such grant to such Third Party. All fees, royalties, payments and any other consideration to be paid by that Third Party under the co-exclusive license shall be paid to COH.

Patent Prosecution, Maintenance and Enforcement. (a) 7.1.1 COH shall be responsible for the preparation, filing, prosecution, and maintenance of all Background PatentsPatent Rights, using counsel of its choice. COH will timely provide Licensee with copies of all relevant documentation relating to such prosecution and periodically update Exhibit 2 to include current information regarding the Background Patents, and Licensee shall keep such information confidential. COH’s counsel shall take instructions only from COH. In addition, COH shall instruct the patent counsel prosecuting Patent Rights to promptly (i) copy Licensee on patent prosecution documents that are received from or filed with the United States Patent and Trademark Office and foreign equivalent; (ii) provide Licensee with copies of draft submissions to the USPTO prior to filing; and (iii) give reasonable consideration to the comments and requests of Licensee or its patent counsel, provided, that, (a) COH reserves the sole right to make all final decisions with respect to the preparation, filing, prosecution and maintenance of such patent applications and patents and which it shall exercise in good faith; and (b) the patent counsel remains counsel to COH (and shall not jointly represent Licensee unless requested by Licensee and approved by COH, and an appropriate engagement letter and conflict waiver are in effect). All patents and patent applications in Background Patents and Core PatentsPatent Rights, to the extent one assignable in whole or more inventors have the obligation to assign in part to COH, shall be assigned by such inventors to COH. (b) 7.1.2 COH will not unreasonably refuse to amend any patent application in the Background Patents Patent Rights to include claims reasonably requested by Licensee to protect the products contemplated to be sold by Licensee under this Agreement. . If Licensee informs COH of other countries or jurisdictions in which it wishes to obtain patent protection with respect to the Patent Rights, COH shall prepare, file, prosecute and maintain patent applications in such countries and any patents resulting therefrom (cand, for the avoidance of doubt, such patent applications and patents shall be deemed included in the Patent Rights). On a country-by-country and patent-by-patent basis, Licensee may elect to surrender any patent or patent application in Patent Rights in any country upon sixty (60) As days advance written notice to COH. Such notice shall relieve Licensee from the obligation to pay for future patent costs but shall not relieve Licensee from responsibility to pay patent costs incurred prior to the expiration of the Option Effective Datesixty (60) day notice period. Such U.S. or foreign patent application or patent shall thereupon cease to be a Patent Right hereunder, Licensee shall have the right to assume preparation, filing, prosecution, no further rights therein and maintenance of all Core Patents in the name of COH at Licensee’s own expense, using Licensee counsel reasonably acceptable to COH, solely for as long as Licensee maintains exclusivity with respect to the Core Patents in the Unrestricted Field. In the event of a License Conversion pursuant to Section 2.2.2 (a) hereof where Licensee does not maintain exclusivity with respect to the Core Patents in the Unrestricted Field, Licensee shall take all actions reasonably requested by COH to enable COH to prepare, file, prosecute, and maintain all Core Patents, on its own behalf using counsel of COH’s choice; provided, that the Cooperation Provisions of Section 7.1(d) shall apply to COH cooperating with Licensee, mutatis mutandis, including without limitation that COH will timely provide Licensee with copies of all relevant documentation relating to such prosecution and Licensee shall keep such information confidential, and that COH’s counsel shall reasonably consider comments from Licensee, but take ultimate instructions only from COH. (d) Promptly following the end of each calendar quarter or upon request of COH, Licensee will provide COH with an update and details regarding the filing, prosecution and maintenance status of each Core Patent. Licensee shall provide COH with drafts of all proposed filings (including, without limitation, the initial application as well as any material correspondence related to any filings) in a manner that allows COH a reasonable opportunity to review and comment before any such filing is made or due but in no event, except when impossible, less than [***] ([***]) business days prior to any filing deadline. Licensee will consider all of, and incorporate to the extent commercially reasonable for Licensee’s conduct of its business, COH’s suggestions, recommendations and instructions concerning the preparation, Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. filing, prosecution, defense and maintenance of Core Patents (including without limitation any suggestion or recommendation to alter or expand or limit the scope, content and/or claims of any such application), and, to the extent otherwise possible, will undertake the preparation, filing, prosecution and defense of Core Patents in a way that is intended to reasonably optimize the scope and enforceability of the Core Patents. COH shall cooperate with Licensee in the preparation, filing, prosecution, and maintenance of Core Patents by disclosing such information as may be necessary and by promptly executing such documents as Licensee may request to effect such efforts. COH shall secure, and upon request provide to Licensee, assignments from all employees and other individuals necessary to grant the rights, licenses and privileges granted in this Agreement. The aforementioned provisions of this subparagraph are collectively the “Cooperation Provisions”. For clarity, (i) Licensee may not use cost or expense as a basis to deem any proposed COH claim or application commercially unreasonable, provided COH is willing to bear any increased cost or expense, in which case Licensee shall not be entitled to the benefits of any such claim or application unless COH’s costs are reimbursed and (ii) if Licensee deems any COH claim or application commercially unreasonable due to cost or expense, COH shall be entitled free to require Licensee license its rights to file continuation, divisional that particular U.S. or foreign patent application or patent to any other independent applications to be prosecuted and maintained by COH at its cost and expense independent of Licensee and which shall be outside the scope of the rights licensedparty on any terms. (e) 7.1.3 Each Party shall promptly provide written notice to the other in the event it becomes aware of any actual or probable infringement of any of the Patent Rights in or relevant to the Field or of any Third Party claim regarding the enforceability or validity of any Patent Rights (“Infringement Notice”). (f) . Licensee shall, in cooperation with COH, use reasonable efforts to terminate infringement of the Core Patents without litigation. . 7.1.4 If such infringing activity has not been abated within [***] ninety ([***]90) days following the date the Infringement Notice is providedtakes effect, then Licensee may, following consultation with COH, in its sole discretion and at its sole expense, take action against any alleged infringer or in defense of such any claim, provided, that claim with respect to any Patent Right for which Licensee has exclusive rights under this Agreement Agreement. Any recovery obtained by Licensee as the result of legal proceedings initiated and paid for by Licensee pursuant to this Section 7.1.4, after deduction of Licensee’s reasonable out-of-pocket expenses incurred in securing such recovery, shall be deemed to be Net Sales of Licensed Products and/or Licensed Services or, as appropriate Sublicense Revenue in the applicable field within calendar quarter in which the alleged infringer is operatingsuch recovery was received and royalties shall be due and payable thereon accordingly. (g) 7.1.5 If required for Licensee to maintain standing to enforce the Core Patents against COH is involuntarily joined in a Third Partysuit initiated by Licensee, COH agrees to be named a party to a legal proceeding at Licensee’s request, provided that then Licensee will pay any costs incurred by COH arising out of such suit, including but not limited to, any reasonable legal fees of counsel that COH selects and retains to represent it in the suit. (h) 7.1.6 In the event that Licensee declines either to cause such infringement to cease (e.g. by settlement or injunction) and thereafter declines or to initiate and thereafter diligently maintain legal proceedings against the infringer other than as part of a mutually agreed upon bona fide strategy, developed with the guidance of outside patent counsel, to preserve the Core PatentsPatent Rights, COH may, in its sole discretion and at its sole expense, take action against such alleged infringer or in defense of any such Third Party claim. EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. (i) Any recovery obtained by Licensee or COH, after [***] recovery, COH as the result of any such legal proceedings shall be [***]for the benefit of COH only.

Patent Prosecution, Maintenance and Enforcement. (a) COH shall be responsible solely responsible, at its sole discretion and expense, for the preparation, filing, prosecution, prosecution and maintenance of all Background Patentsthe Patent Rights, using either its current patent counsel of its choiceor alternative patent counsel [***]. COH will timely shall use reasonable efforts to afford Dicerna with the opportunity to provide Licensee with copies of all relevant documentation relating meaningful input to such prosecution COH and periodically update Exhibit 2 to include current information regarding the Background Patents, and Licensee shall keep such information confidential. COH’s its patent counsel shall take instructions only from COH. All patents and patent applications in Background Patents and Core Patents, to the extent one or more inventors have the obligation to assign to COH, shall be assigned by such inventors to COH. (b) COH will not unreasonably refuse to amend any patent application in the Background Patents to include claims reasonably requested by Licensee to protect the products contemplated to be sold by Licensee under this Agreement. (c) As of the Option Effective Date, Licensee shall have the right to assume preparation, filing, prosecution, and maintenance of all Core Patents in the name of COH at Licensee’s own expense, using Licensee counsel reasonably acceptable to COH, solely for as long as Licensee maintains exclusivity with respect to the Core Patents in prosecution, maintenance, assertion and defense of the Unrestricted FieldPatent Rights if the same would be reasonably likely to implicate the Patent Rights within the Fields. In Without limiting the event foregoing, COH, directly or through its counsel, shall: (i) promptly provide to Dicerna copies of a License Conversion pursuant to Section 2.2.2 (a) hereof where Licensee does not maintain exclusivity all correspondence between COH and the U.S. Patent and Trademark Office and its foreign counterparts with respect to the Core Patents in the Unrestricted FieldPatent Rights, Licensee shall take all actions reasonably requested by COH to enable COH to prepare, file, prosecute, and maintain all Core Patents, on its own behalf using counsel of COH’s choice; provided, that the Cooperation Provisions of Section 7.1(d(ii) shall apply to COH cooperating provide Dicerna with Licensee, mutatis mutandis, including without limitation that COH will timely provide Licensee with advance copies of all relevant documentation relating proposed submissions to such prosecution any patent office and Licensee shall keep such information confidential, and that COH’s counsel shall reasonably consider reasonable opportunity to provide comments from Licensee, but take ultimate instructions only from COH. (d) Promptly following the end of each calendar quarter or upon request of COH, Licensee will provide to COH with an update and details regarding respect thereto, (iii) promptly notify Dicerna of any material event related to the filing, prosecution and maintenance status enforceability of each Core Patent. Licensee shall provide COH with drafts of all proposed filings the Patent Rights (including, without limitation, the initial application as well as any material correspondence related to any filingsissuance or rejection thereof by the US Patent & Trademark Office and its foreign counterparts), (iv) in provide Dicerna with a manner that allows COH a reasonable opportunity to review and comment before any such filing is made or due but in no event, except when impossible, less than [***] ([***]) business days prior to any written update on the filing deadline. Licensee will consider all ofand prosecution status of the Patent Rights, and incorporate (v) to the extent commercially reasonable for Licenseeconsistent with the preservation of privilege, afford Dicerna’s conduct of its business, patent counsel the opportunity to consult directly with COH’s suggestionspatent counsel with respect to the prosecution, recommendations maintenance and instructions concerning enforcement of the preparation, Confidential Portions of this Exhibit marked as Patent Rights. (b) On or before (i) [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with following the Securities and Exchange Commission. filingEffective Date, prosecution, defense and maintenance of Core Patents (including without limitation any suggestion or recommendation to alter or expand or limit the scope, content and/or claims of any such application), and, to the extent otherwise possible, will undertake the preparation, filing, prosecution and defense of Core Patents in a way that is intended to reasonably optimize the scope and enforceability of the Core Patents. COH shall cooperate with Licensee in the preparation, filing, prosecution, and maintenance of Core Patents by disclosing such information as may be necessary and by promptly executing such documents as Licensee may request to effect such efforts. COH shall secure, and upon request provide to Licensee, assignments from all employees and other individuals necessary to grant the rights, licenses and privileges granted in this Agreement. The aforementioned provisions of this subparagraph are collectively the “Cooperation Provisions”. For clarity, (i) Licensee may not use cost or expense as a basis to deem any proposed COH claim or application commercially unreasonable, provided COH is willing to bear any increased cost or expense, in which case Licensee shall not be entitled to the benefits of any such claim or application unless COH’s costs are reimbursed and (ii) if Licensee deems any COH claim or [***] after the filing of each patent application commercially unreasonable due to cost or expenseincluded in the Patent Rights which is not pending as of the Effective Date, COH shall be entitled to require Licensee notify Dicerna of COH’s then-current intentions regarding the jurisdictions in which COH expects to file continuationcounterpart applications regarding any then existing Patent Rights. Promptly following such notice the Parties shall consult in good faith regarding the jurisdictions in which such counterpart applications should in fact be filed. If Dicerna shall reject the filing of a counterpart in any jurisdiction recommended by COH, divisional or other independent Dicerna shall thereafter have no responsibility for the costs associated with such filing in such jurisdiction and such Patent Rights in such jurisdiction shall no longer be considered “Patent Rights.” If COH declines to file and thereafter diligently prosecute counterpart applications in any jurisdiction, Dicerna shall have the right to be prosecuted and maintained by COH do so at its cost and expense independent sole expense, in consultation with COH, using counsel of Licensee and which shall be outside the scope of the rights licensedDicerna’s choosing. (ec) Each Party shall promptly provide written notice to notify the other in the event it becomes aware of any actual or probable infringement of any of the Patent Rights Right in or relevant to the Field or of any Third Party claim regarding the enforceability or validity of any Patent Rights (“Infringement Notice”). (f) Licensee shallRights. As between the Parties, in cooperation with COH, use reasonable efforts to terminate infringement of the Core Patents without litigation. If such infringing activity has not been abated within [***] ([***]) days following the date the Infringement Notice is provided, then Licensee COH may, following consultation with COHDicerna, in its sole discretion and at its sole expense, take action against any alleged infringer or in defense of such any Third Party claim, provided, that Licensee has exclusive rights under . Any recovery obtained by COH as the result of legal proceedings initiated and paid for by COH pursuant to this Agreement in subsection (b) shall be for the applicable field within which the alleged infringer is operatingsole benefit of COH. (g) If required for Licensee to maintain standing to enforce the Core Patents against a Third Party, COH agrees to be named a party to a legal proceeding at Licensee’s request, provided that Licensee will pay any costs incurred by COH arising out of such suit, including but not limited to, any legal fees of counsel that COH selects and retains to represent it in the suit. (hd) In the event that Licensee that: (i) COH declines either to cause such infringement to cease (e.g. by settlement or injunction) and thereafter declines or to initiate and thereafter diligently maintain legal proceedings against the infringer other than as part of a mutually agreed upon bona fide strategyinfringer, developed with the guidance of outside patent counsel, to preserve the Core Patents, COH may, in its sole discretion and at its sole expense, take action against such alleged infringer or in defense of any such Third Party claim. EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. (iii) Any recovery obtained by Licensee or COH, after [***] recovery, shall be [***].

Patent Prosecution, Maintenance and Enforcement. (a) COH 7.1.1 TRIMT shall be responsible for the preparation, filing, prosecution, and maintenance of all Background Patents, using counsel of its choice. COH will timely provide Licensee with copies of all relevant documentation relating to such prosecution and periodically update Exhibit 2 to include current information regarding the Background Patents, and Licensee shall keep such information confidential. COH’s counsel shall take instructions only from COH. All patents and patent applications in Background Patents and Core Patents, to the extent one or more inventors have the obligation to assign to COH, shall be assigned by such inventors to COH. (b) COH will not unreasonably refuse to amend any patent application Patent Rights in the Background Patents to include claims reasonably requested by Licensee to protect the products contemplated to be sold by Licensee under this Agreement. (c) As of the Option Effective Date, Licensee shall have the right to assume preparation, filing, prosecution, and maintenance of all Core Patents in the name of COH at Licensee’s own expense, using Licensee counsel reasonably acceptable to COH, solely for as long as Licensee maintains exclusivity with respect to the Core Patents in the Unrestricted FieldTerritory. In the event of a License Conversion pursuant to Section 2.2.2 (a) hereof where Licensee does not maintain exclusivity with respect to the Core Patents in the Unrestricted Field, Licensee shall take all actions reasonably requested by COH to enable COH to prepare, file, prosecute, and maintain all Core Patents, on its own behalf using counsel of COH’s choice; provided, that the Cooperation Provisions of Section 7.1(d) shall apply to COH cooperating with Licensee, mutatis mutandis, including without limitation that COH TRIMT will timely provide Licensee with copies of all relevant documentation relating to such prosecution and Licensee shall keep such information confidential. Subject to BayPat’s rights under the Head License, and that COHTRIMT’s counsel shall reasonably consider comments from Licensee, but take ultimate instructions only from COHTRIMT. In addition, TRIMT shall instruct the patent counsel prosecuting Patent Rights to (i) copy Licensee on patent prosecution documents that are received from or filed with the United States Patent and Trademark Office and foreign equivalent; (ii) provide Licensee with copies of draft submissions to the USPTO prior to filing; and (iii) give reasonable consideration to the comments and requests of Licensee or its patent counsel. (d) Promptly following 7.1.2 Subject to BayPat’s rights under the end of each calendar quarter or upon request of COHHead License, TRIMT will not unreasonably refuse to amend any patent application in Patent Rights to include claims reasonably requested by Licensee will provide COH with an update and details regarding to protect the filing, prosecution and maintenance status of each Core Patent. products contemplated to be sold by Licensee shall provide COH with drafts of all proposed filings (including, without limitation, the initial application as well as any material correspondence related to any filings) in a manner that allows COH a reasonable opportunity to review and comment before any such filing is made or due but in no event, except when impossible, less than [***] ([***]) business days prior to any filing deadline. Licensee will consider all of, and incorporate to the extent commercially reasonable for Licensee’s conduct of its business, COH’s suggestions, recommendations and instructions concerning the preparation, Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. filing, prosecution, defense and maintenance of Core Patents (including without limitation any suggestion or recommendation to alter or expand or limit the scope, content and/or claims of any such application), and, to the extent otherwise possible, will undertake the preparation, filing, prosecution and defense of Core Patents in a way that is intended to reasonably optimize the scope and enforceability of the Core Patents. COH shall cooperate with Licensee in the preparation, filing, prosecution, and maintenance of Core Patents by disclosing such information as may be necessary and by promptly executing such documents as Licensee may request to effect such efforts. COH shall secure, and upon request provide to Licensee, assignments from all employees and other individuals necessary to grant the rights, licenses and privileges granted in under this Agreement. The aforementioned provisions of this subparagraph are collectively the “Cooperation Provisions”. For clarityOn a country-by-country and patent-by-patent basis, (i) Licensee may elect to exclude any patent or patent application in Patent Rights in any country of the Territory upon sixty (60) days advance written notice to TRIMT. Such notice shall relieve Licensee from the obligation to pay for future patent costs but shall not use cost relieve Licensee from responsibility to pay patent costs incurred prior to the expiration of the sixty (60) day notice period. Such U.S. or expense as foreign patent application or patent shall thereupon cease to be a basis to deem any proposed COH claim or application commercially unreasonablePatent Right hereunder, provided COH is willing to bear any increased cost or expense, in which case Licensee shall not be entitled to the benefits of any such claim or application unless COH’s costs are reimbursed have no further rights therein and (ii) if Licensee deems any COH claim or application commercially unreasonable due to cost or expense, COH TRIMT shall be entitled free to require Licensee license its rights to file continuation, divisional that particular U.S. or foreign patent application or patent to any other independent applications to be prosecuted and maintained by COH at its cost and expense independent of Licensee and which shall be outside the scope of the rights licensedparty on any terms. (e) 7.1.3 Each Party shall promptly provide written notice to the other in the event it becomes aware of any actual or probable infringement of any of the Patent Rights in or relevant to the Field by a Third Party or of any Third Party claim regarding the enforceability or validity of any Patent Rights (“Infringement Notice”). TRIMT shall be entitled to inform BayPat and/or the Technical University Munich accordingly. (f) Licensee shall, in cooperation with COH, use reasonable efforts to terminate infringement of the Core Patents without litigation. 7.1.4 If such infringing activity has not been abated within [***] ninety ([***]90) days following the date the Infringement Notice is providedtakes effect, then Licensee may, following consultation with COHTRIMT, in its sole discretion and at its sole expense, take action against any alleged infringer or in defense of such any claim, provided, that Patent Right for which Licensee has exclusive rights under this Agreement Agreement. TRIMT will consent to be joined to such proceedings if that is necessary to give to Licensee standing in such action. Any recovery obtained by Licensee as the result of legal proceedings initiated and paid for by Licensee pursuant to this Section 7.1.4, after deduction of Licensee’s reasonable out-of-pocket expenses incurred in securing such recovery, shall be deemed to be Net Sales of Licensed Products or, as appropriate Sublicense Revenue in the applicable field within calendar quarter in which the alleged infringer is operatingsuch recovery was received and royalties shall be due and payable thereon accordingly. (g) 7.1.5 If required for Licensee to maintain standing to enforce TRIMT, BayPat or the Core Patents against Technical University Munich are involuntarily joined in a Third Partysuit initiated by Licensee, COH agrees to be named a party to a legal proceeding at Licensee’s request, provided that then the Licensee will pay any costs and expenses incurred by COH TRIMT, BayPat or the Technical University Munich arising out of such suit, including but not limited to, any reasonable legal fees of counsel that COH selects TRIMT, BayPat or the Technical University Munich select and retains retain to represent it them in the suit. (h) In 7.1.6 If any Third Party asserts claims against Licensee for the event that alleged infringement of an Third Party right as a result of its use of the license in accordance with this Agreement, Licensee shall notify TRIMT without undue delay and shall give TRIMT, BayPat and the Technical University Munich the opportunity to participate in any resulting legal dispute. The Technical University Munich and BayPat are, however, not obliged to do so. For the avoidance of doubt, the costs and expenses for the legal defense shall be borne by the Licensee. 7.1.7 If Licensee declines either to cause such infringement to cease (e.g. by settlement or injunction) and thereafter declines or to initiate and thereafter diligently maintain legal proceedings against the infringer other than as part of a mutually agreed upon bona fide strategy, developed with the guidance of outside patent counsel, to preserve the Core PatentsPatent Rights, COH TRIMT, BayPat and/or Technical University Munich may, in its sole discretion and at its sole expense, take action against such alleged infringer or in defense of any such Third Party claim. EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. (i) Any recovery obtained by Licensee or COH, after [***] recovery, them as the result of any such legal proceedings shall be [***]for the benefit of them only. 7.1.8 If a Third Party challenges the enforceability or validity of the Patent Rights, the Parties will discuss possible defense measures involving BayPat and Technical University Munich. BayPat and Technical University Munich are entitled, but not obliged to defend any Patent Right, unless Licensee bears all the cost in connection with such defense. 7.1.9 Any infringement or challenge of the validity of a Patent Right by a Third Party shall leave the duty of the Licensee to make the payments in accordance with ARTICLE 4 unaffected.

Patent Prosecution, Maintenance and Enforcement. (a) 7.1.1 COH shall be responsible for the preparation, filing, prosecution, and maintenance of all Background PatentsPatent Rights, using counsel of its choice. COH will timely provide Licensee with copies of all relevant documentation relating to such prosecution and periodically update Exhibit 2 to include current information regarding the Background Patents, and Licensee shall keep such information confidential. COH’s counsel shall take instructions only from COH. In addition, COH shall instruct the patent counsel prosecuting Patent Rights to (i) copy Licensee on patent prosecution documents that are received from or filed with the United States Patent and Trademark Office and foreign equivalent, as applicable; (ii) provide Licensee with copies of draft submissions to the USPTO prior to filing; and (iii) give reasonable consideration to the comments and requests of Licensee or its patent counsel, provided, that, (a) COH reserves the sole right to make all final decisions with respect to the preparation, filing, prosecution and maintenance of such patent applications and patents; and (b) the patent counsel remains counsel to COH (and shall not jointly represent Licensee unless requested by Licensee and approved by COH, and an appropriate engagement letter and conflict waiver are in effect). All patents and patent applications in Background Patents and Core PatentsPatent Rights, to the extent one assignable in whole or more inventors have the obligation to assign in part to COH, shall be assigned by such inventors to COH. (b) 7.1.2 COH will not unreasonably refuse to amend any patent application in the Background Patents Patent Rights to include claims reasonably requested by Licensee to protect the products contemplated to be sold by Licensee under this Agreement. . If Licensee informs COH of other countries or jurisdictions in which it wishes to obtain patent protection with respect to the Patent Rights, COH shall prepare, file, prosecute and maintain patent applications in such countries and any patents resulting therefrom (cand, for the avoidance of doubt, such patent applications and patents shall be deemed included in the Patent Rights). On a country-by-country and patent-by-patent basis, Licensee may elect to surrender any patent or patent application in Patent Rights in any country upon sixty (60) As days advance written notice to COH. Such notice shall relieve Licensee from the obligation to pay for future patent costs but shall not relieve Licensee from responsibility to pay patent costs incurred prior to the expiration of the Option Effective Datesixty (60) day notice period. Such U.S. or foreign patent application or patent shall thereupon cease to be a Patent Right hereunder, Licensee shall have the right to assume preparation, filing, prosecution, no further rights therein and maintenance of all Core Patents in the name of COH at Licensee’s own expense, using Licensee counsel reasonably acceptable to COH, solely for as long as Licensee maintains exclusivity with respect to the Core Patents in the Unrestricted Field. In the event of a License Conversion pursuant to Section 2.2.2 (a) hereof where Licensee does not maintain exclusivity with respect to the Core Patents in the Unrestricted Field, Licensee shall take all actions reasonably requested by COH to enable COH to prepare, file, prosecute, and maintain all Core Patents, on its own behalf using counsel of COH’s choice; provided, that the Cooperation Provisions of Section 7.1(d) shall apply to COH cooperating with Licensee, mutatis mutandis, including without limitation that COH will timely provide Licensee with copies of all relevant documentation relating to such prosecution and Licensee shall keep such information confidential, and that COH’s counsel shall reasonably consider comments from Licensee, but take ultimate instructions only from COH. (d) Promptly following the end of each calendar quarter or upon request of COH, Licensee will provide COH with an update and details regarding the filing, prosecution and maintenance status of each Core Patent. Licensee shall provide COH with drafts of all proposed filings (including, without limitation, the initial application as well as any material correspondence related to any filings) in a manner that allows COH a reasonable opportunity to review and comment before any such filing is made or due but in no event, except when impossible, less than [***] ([***]) business days prior to any filing deadline. Licensee will consider all of, and incorporate to the extent commercially reasonable for Licensee’s conduct of its business, COH’s suggestions, recommendations and instructions concerning the preparation, Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. filing, prosecution, defense and maintenance of Core Patents (including without limitation any suggestion or recommendation to alter or expand or limit the scope, content and/or claims of any such application), and, to the extent otherwise possible, will undertake the preparation, filing, prosecution and defense of Core Patents in a way that is intended to reasonably optimize the scope and enforceability of the Core Patents. COH shall cooperate with Licensee in the preparation, filing, prosecution, and maintenance of Core Patents by disclosing such information as may be necessary and by promptly executing such documents as Licensee may request to effect such efforts. COH shall secure, and upon request provide to Licensee, assignments from all employees and other individuals necessary to grant the rights, licenses and privileges granted in this Agreement. The aforementioned provisions of this subparagraph are collectively the “Cooperation Provisions”. For clarity, (i) Licensee may not use cost or expense as a basis to deem any proposed COH claim or application commercially unreasonable, provided COH is willing to bear any increased cost or expense, in which case Licensee shall not be entitled to the benefits of any such claim or application unless COH’s costs are reimbursed and (ii) if Licensee deems any COH claim or application commercially unreasonable due to cost or expense, COH shall be entitled free to require Licensee license its rights to file continuation, divisional that particular U.S. or foreign patent application or patent to any other independent applications to be prosecuted and maintained by COH at its cost and expense independent of Licensee and which shall be outside the scope of the rights licensedparty on any terms. (e) 7.1.3 Each Party shall promptly provide written notice to the other in the event it becomes aware of any actual or probable infringement of any of the Patent Rights in or relevant to the Field or of any Third Party claim regarding the enforceability or validity of any Patent Rights (“Infringement Notice”). (f) . Licensee shall, in cooperation with COH, use reasonable efforts to terminate infringement of the Core Patents without litigation. . 7.1.4 If such infringing activity has not been abated within [***] ninety ([***]90) days following the date the Infringement Notice is providedtakes effect, then Licensee may, following consultation with COH, in its sole discretion and at its sole expense, take action against any alleged infringer or in defense of such any claim, provided, that claim with respect to any COVID-19 Patent Rights for which Licensee has exclusive rights under this Agreement Agreement. In the event Licensee undertakes the enforcement or defense of any Patent Rights in the applicable field within which the alleged infringer is operating. (g) If required for Licensee to maintain standing to enforce the Core Patents against a Third Partyaccordance with Section 7.1.4, COH agrees shall use reasonable efforts to be named provide all reasonable cooperation and assistance, at Licensee’s expense, including providing access to relevant documents and other evidence, making its employees available at reasonable business hours, and being joined as a party to a such action as necessary to maintain standing. Any recovery obtained by Licensee as the result of legal proceeding at proceedings initiated and paid for by Licensee pursuant to this Section 7.1.4, after deduction of Licensee’s requestreasonable costs and expenses incurred in securing such recovery, provided that shall be deemed to be Net Sales of Licensed Products in the calendar quarter in which such recovery was received and royalties shall be due and payable thereon accordingly. 7.1.5 If COH is involuntarily joined in a suit initiated by Licensee, then Licensee will pay any costs incurred by COH arising out of such suit, including but not limited to, any reasonable legal fees of counsel that COH selects and retains to represent it in the suit. (h) 7.1.6 In the event that Licensee declines either to cause such infringement to cease (e.g. by settlement or injunction) and thereafter declines or to initiate and thereafter diligently maintain legal proceedings against the infringer other than as part of a mutually agreed upon bona fide strategy, developed with the guidance of outside patent counsel, to preserve the Core PatentsCOVID-19 Patent Rights, COH may, in its sole discretion and at its sole expense, take action against such alleged infringer or in defense of any such Third Party claim. EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. (i) Any recovery obtained by Licensee or COH, after [***] recovery, COH as the result of any such legal proceedings shall be [***]for the benefit of COH only. COH may settle any such suit, action, or other proceeding, whether by consent order, settlement, or other voluntary final disposition, without the prior written approval of Licensee, provided that COH shall not settle any such suit, action, or other proceeding in a manner that adversely affects the rights of Licensee concerning the COVID-19 Patent Rights without Licensee’s prior written consent, which consent shall not be unreasonably withheld or delayed.

Patent Prosecution, Maintenance and Enforcement. (a) COH shall be responsible for Subject to the preparationright of the JSC to review, filing, Cipla will make all decisions regarding the prosecution, and maintenance of all Background Patents, using counsel of its choice. COH will timely provide Licensee with copies of all relevant documentation relating to such prosecution and periodically update Exhibit 2 to include current information regarding the Background Patentsmaintenance, and Licensee shall keep enforcement, including any action against Third Parties for infringement, of the Patents included within the Assigned Assets (“Assigned Patents”) and any Patents included within the Excluded Assets that are licensed to Cipla hereunder on an exclusive basis, provided that such information confidential. COH’s counsel shall take instructions only from COH. All patents and patent applications decision to (or not to) so prosecute, maintain or enforce is in Background Patents and Core Patents, to compliance with the extent one or more inventors have Commercialization Plan approved by the obligation to assign to COH, shall be assigned by such inventors to COHJSC. (b) COH Cipla will not unreasonably refuse submit a report regarding Assigned Patents by September 30 of every Calendar Year regarding costs and expenses incurred and damages and other amounts collected relating to amend any patent application prosecution, maintenance, and enforcement of the Patents included within the Assigned Assets pursuant to this Section 8.2 and Section 8.4. The JSC shall determine whether the costs and expenses towards Patent prosecution, maintenance and enforcement are in accordance with the Background approved Development Plan and/or Commercialization Plan. Any damages arising from such Assigned Patents to include claims reasonably requested shall be included as Commercialization Costs and/or Development Cost, as applicable, as determined by Licensee to protect the products contemplated to be sold by Licensee under this AgreementJSC. (c) As With respect to Excluded Assets that are licensed to Cipla on a non-exclusive basis under this Agreement, subject to the right of the Option Effective DateJSC to review, Licensee shall have the right to assume preparation, filing, Company will make all decisions regarding the prosecution, maintenance, and enforcement, including any action against Third Parties for infringement, of the Excluded Assets. The JSC shall determine whether the costs and expenses towards any such prosecution, maintenance and enforcement are in accordance with the approved Development Plan and/or Commercialization Plan. The Company will provide Cipla with reasonable advance notice of all Core Patents in the name of COH at Licensee’s own expense, using Licensee counsel reasonably acceptable any decision not to COH, solely for as long as Licensee maintains exclusivity with respect to the Core Patents in the Unrestricted Field. In the event of a License Conversion pursuant to Section 2.2.2 (a) hereof where Licensee does not maintain exclusivity with respect to the Core Patents in the Unrestricted Field, Licensee shall take all actions reasonably requested by COH to enable COH to prepare, file, prosecute, and enforce or maintain all Core Patents, on its own behalf using counsel any Excluded Asset in which Cipla has a license hereunder as not prejudice any rights of COH’s choice; provided, that the Cooperation Provisions of Section 7.1(d) shall apply to COH cooperating with Licensee, mutatis mutandis, including without limitation that COH will timely provide Licensee with copies of all relevant documentation relating to Cipla in such prosecution and Licensee shall keep such information confidential, and that COH’s counsel shall reasonably consider comments from Licensee, but take ultimate instructions only from COHExcluded Asset. (d) Promptly following the end The Company will submit a report regarding Excluded Assets in which Cipla has a license by September 30 of each calendar quarter or upon request of COH, Licensee will provide COH with an update every Calendar Year regarding costs and details regarding the filing, prosecution expenses incurred and maintenance status of each Core Patent. Licensee shall provide COH with drafts of all proposed filings (including, without limitation, the initial application as well as any material correspondence related damages and other amounts collected relating to any filings) in a manner that allows COH a reasonable opportunity to review and comment before any such filing is made or due but in no eventprosecution, except when impossible, less than [***] ([***]) business days prior to any filing deadline. Licensee will consider all ofmaintenance, and incorporate enforcement of the Excluded Assets in which Cipla has a license pursuant to this Section 8.2 and Section 8.4 to the extent commercially reasonable related to the Product for Licensee’s conduct of its businessPulmonary Indications. The JSC shall determine whether the costs and expenses towards prosecution, COH’s suggestions, recommendations maintenance and instructions concerning the preparation, Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately enforcement are in accordance with the Securities and Exchange Commissionapproved Commercialization Plan. filing, prosecution, defense and maintenance of Core Patents (including without limitation any suggestion or recommendation to alter or expand or limit the scope, content and/or claims of any Any damages arising from such application), and, Excluded Assets to the extent otherwise possible, will undertake the preparation, filing, prosecution and defense of Core Patents in a way that is intended to reasonably optimize the scope and enforceability of the Core Patents. COH shall cooperate with Licensee in the preparation, filing, prosecution, and maintenance of Core Patents by disclosing such information as may be necessary and by promptly executing such documents as Licensee may request to effect such efforts. COH shall secure, and upon request provide to Licensee, assignments from all employees and other individuals necessary to grant the rights, licenses and privileges granted in this Agreement. The aforementioned provisions of this subparagraph are collectively the “Cooperation Provisions”. For clarity, (i) Licensee may not use cost or expense as a basis to deem any proposed COH claim or application commercially unreasonable, provided COH is willing to bear any increased cost or expense, in which case Licensee shall not be entitled related to the benefits of any such claim or application unless COH’s costs are reimbursed and (ii) if Licensee deems any COH claim or application commercially unreasonable due to cost or expense, COH Product for Pulmonary Indications shall be entitled to require Licensee to file continuationincluded as Commercialization Costs and/or Development Costs, divisional or other independent applications to be prosecuted and maintained as applicable, as determined by COH at its cost and expense independent of Licensee and which shall be outside the scope of the rights licensedJSC. (e) Each Party shall promptly provide written notice to the other in the event it becomes aware of any actual or probable infringement of any of the Patent Rights or of any Third Party claim regarding the enforceability or validity of any Patent Rights (“Infringement Notice”). (f) Licensee shall, in cooperation with COH, use reasonable efforts to terminate infringement of the Core Patents without litigation. If such infringing activity has not been abated within [***] ([***]) days following the date the Infringement Notice is provided, then Licensee may, following consultation with COH, in its sole discretion and at its sole expense, take action against any alleged infringer or in defense of such any claim, provided, that Licensee has exclusive rights under this Agreement in the applicable field within which the alleged infringer is operating. (g) If required for Licensee to maintain standing to enforce the Core Patents against a Third Party, COH agrees to be named a party to a legal proceeding at Licensee’s request, provided that Licensee will pay any costs incurred by COH arising out of such suit, including but not limited to, any legal fees of counsel that COH selects and retains to represent it in the suit. (h) In the event that Licensee declines to cause such infringement to cease (e.g. by settlement or injunction) and thereafter declines to initiate and thereafter diligently maintain legal proceedings against the infringer other than as part of a mutually agreed upon bona fide strategy, developed with the guidance of outside patent counsel, to preserve the Core Patents, COH may, in its sole discretion and at its sole expense, take action against such alleged infringer or in defense of any such Third Party claim. EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. (i) Any recovery obtained by Licensee or COH, after [***] recovery, shall be [***].