Common use of Patent Prosecution Clause in Contracts

Patent Prosecution. (a) As between the Parties, Entasis has the first right to file, prosecute and maintain all Licensed Patents throughout the world, provided that, Entasis shall be responsible for the cost and expenses of filing, prosecuting and maintaining such Licensed Patents outside the Territory, and Zai shall be responsible for and shall reimburse Entasis for [*] of the costs and expenses of filing, prosecuting and maintaining the Licensed Patents in the Territory, to the extent incurred by Entasis after the Effective Date. (b) Entasis shall consult with Zai and keep Zai reasonably informed of the status of the Licensed Patents in the Territory and shall promptly provide Zai with all material correspondence received from any patent authority in the Territory in connection therewith. In addition, Entasis shall promptly provide Zai with drafts of all proposed material filings and correspondence to any patent authority in the Territory with respect to the Licensed Patents for Zai’s review and comment prior to the submission of such proposed filings and correspondences, and Entasis shall consider Zai’s reasonable comments in good faith. (c) Entasis shall notify Zai of any decision to cease prosecution and/or maintenance of any Licensed Patents in the Territory. Entasis shall provide such notice at least [*] prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent in the Territory. In such event, Entasis shall permit Zai, at its discretion and at its sole expense, to continue prosecution or maintenance of such Licensed Patent in the Territory. Zai’s prosecution or maintenance of such Licensed Patent shall not change the Parties’ respective rights and obligations under this Agreement with respect to such Licensed Patent other than those expressly set forth in this Section 13.2(c). (d) Each Party shall provide the other Party all reasonable assistance and cooperation in the patent prosecution efforts under this Section 13.2, including providing any necessary powers of attorney and executing any other required documents or instruments for such prosecution.

Patent Prosecution. (a) As between the Parties, Entasis has the first right to file, prosecute and maintain all Licensed Patents throughout the world, provided that, Entasis shall be responsible for the cost and expenses of filing, prosecuting and maintaining such Licensed Patents outside the Territory, and Zai shall be responsible for and shall reimburse Entasis for [*] of the costs and expenses of filing, prosecuting and maintaining the Licensed Patents in the Territory, to the extent incurred by Entasis after the Effective Date.Reserved] (b) Entasis shall consult with Zai resTORbio will have the sole right to control Prosecution and Maintenance of all RAD001 Patents, BEZ235 Patents, and BEZ235/RAD001 Combination Patents (the “Licensed Patents”) at resTORbio’s expense, using counsel reasonably acceptable to Novartis. resTORbio will keep Zai reasonably Novartis informed of important issues relating to the status Prosecution and Maintenance of the Licensed Patents Novartis Patents, and will furnish to Novartis copies of documents relevant to such Prosecution and Maintenance in the Territory and shall promptly provide Zai with all material correspondence received from any patent authority in the Territory in connection therewith. In additionsufficient time, Entasis shall promptly provide Zai with drafts of all proposed material filings and correspondence to any patent authority in the Territory with respect but no later than 14 days, prior to the Licensed Patents filing of such document to allow for Zai’s review and comment prior to the submission by Novartis and resTORbio will reasonably consider all of such proposed filings comments. Novartis will cooperate with and correspondences, and Entasis shall consider Zai’s reasonable comments in good faith. (c) Entasis shall notify Zai of any decision to cease prosecution and/or maintenance of any Licensed Patents assist resTORbio in the Territory. Entasis shall provide such notice at least [*] prior Prosecution and Maintenance of the Novartis Patents including by (i) making its relevant scientists and scientific records reasonably available and (ii) signing and delivering (or using reasonable efforts to any filing or payment due datehave signed and delivered), or any other due date that requires actionsubject to reimbursement of out of pocket costs by resTORbio, all documents reasonably necessary in connection with such Licensed Patent in Prosecution and Maintenance. resTORbio will notify Novartis of any decision not to continue to pay the Territoryexpenses of Prosecution and Maintenance of any Novartis Patent, which notice must be delivered at least sixty (60) days prior to any payment due date. In such event, Entasis shall permit ZaiNovartis, at its sole discretion and at its sole expense, shall have the right to continue prosecution or maintenance Prosecution and Maintenance of such Licensed Novartis Patent in the Territory. Zai’s prosecution or maintenance of such Licensed country and, thereafter, such Novartis Patent shall not change no longer be considered a Novartis Patent licensed to resTORbio in such country. In the Parties’ respective rights event that Novartis undertakes such Prosecution and obligations under this Agreement with respect to such Licensed Patent other than those expressly set forth in this Section 13.2(c). (d) Each Party shall Maintenance, resTORbio will provide the other Party Novartis all reasonable assistance and cooperation in the patent prosecution efforts under this Section 13.2relation thereto, including providing any necessary powers of attorney and executing any other required documents or instruments for such prosecutioninstruments.

Patent Prosecution. (a) As Quark will be responsible for filing, prosecuting and maintaining the Quark Patents and any Joint Patents at its own cost and expense, through a Third Party law firm mutually agreed between the Parties. Novartis will fully cooperate with Quark in connection with the filing, Entasis has prosecution and maintenance of the first right Quark Patents and any Joint Patents, including by providing access to relevant persons and executing all documentation reasonably requested by Quark. Quark will consult with Novartis and keep Novartis reasonably informed of the status of such Quark Patents and Joint Patents, it being understood and agreed that Quark shall make all decisions relating thereto. (b) Quark will notify Novartis of its decision as to the countries of the world in which it elects to file, prosecute and maintain all Licensed Patents throughout the world, provided that, Entasis shall be responsible for the cost each Quark Patent and expenses of filing, prosecuting and maintaining such Licensed Patents outside the TerritoryJoint Patent, and Zai shall be responsible for and shall reimburse Entasis for [*] of the costs and expenses of filing, prosecuting and maintaining the Licensed Patents in the Territory, to the extent incurred by Entasis after the Effective Date. (b) Entasis shall consult with Zai and keep Zai reasonably informed of the status of the Licensed Patents in the Territory and shall promptly provide Zai with all material correspondence received from any patent authority in the Territory in connection therewith. In addition, Entasis shall promptly provide Zai with drafts of all proposed material filings and correspondence to any patent authority in the Territory with respect to the Licensed Patents for Zai’s review and comment prior to the submission of such proposed filings and correspondences, and Entasis shall consider Zai’s reasonable comments in good faith. (c) Entasis shall notify Zai of Novartis as to any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents such Quark Patent or Joint Patent in the Territoryany country in which it was filed. Entasis shall Quark will provide such notice notices at least [*] prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent in the TerritoryRight. In the event that Novartis wants to file patent applications in countries beyond those in which Quark decided to seek patent protection, or if Novartis wants to prosecute and maintain such eventQuark Patents or Joint Patents in countries where Quark has elected not to continue such prosecution or maintenance, Entasis Quark shall permit ZaiNovartis, at its sole discretion and at its sole expenseexpense but in the name of Quark (for Quark Patents) and in the name of Quark and Novartis jointly (for Joint Patents), to file or to continue prosecution or maintenance of such Licensed Quark Patent or Joint Patent. (c) In the event that any patent or patent application included in Quark Patents or Joint Patents is challenged by a Third Party, including opposition or reexamination, the Parties agree to cooperate with each other in the Territory. Zai’s prosecution or maintenance defense of such Licensed patent or patent application, with each of Quark and Novartis responsible for [*] of the cost associated with such defense. Notwithstanding the foregoing, the defense of any patent challenges filed (e.g. as a counterclaim) in connection with a infringement action brought under Section 10.3 shall be controlled by the Party bringing such infringement action. In the event Novartis is controlling the defense of a challenge to a Quark Patent shall not change the Parties’ respective rights and obligations under this Agreement with respect to such Licensed Patent other than those expressly set forth in by reason of this Section 13.2(c10.2(c), Novartis shall meet and confer with Quark on a periodic basis to discuss such defense and shall consider in good faith any issues raised by Quark. (d) Each Party The Parties acknowledge that Quark shall provide have the other Party all reasonable assistance right to separate any claims of a Quark Patent that are specific to the [*] of a Quark Patent and cooperation to file such claims in the a separate patent prosecution efforts under this Section 13.2application [*], including providing without limitation through the filing of one or more divisional applications at the request of Novartis pursuant to Section 6.8 of the Option Agreement. For the avoidance of doubt, any necessary powers patent applications resulting from the foregoing process that do not claim any [*] (“[*] Patents”) shall be excluded from the definition of attorney Quark Patents and executing any other required documents or instruments Quark Technology for purposes of this Agreement and the Option Agreement. Quark shall keep Novartis reasonably informed of the status of such prosecution[*] Patents, it being understood and agreed that Quark shall make all decisions relating thereto.

Patent Prosecution. (a) As between the PartiesNovartis shall, Entasis has the first right to filein consultation with Enanta, prosecute and maintain all Licensed Patents throughout the world, provided that, Entasis shall be responsible for the cost and expenses of filing, prosecuting and maintaining such Licensed Patents outside the Territory, and Zai shall be responsible for and shall reimburse Entasis for [*] of the costs and expenses of filing, prosecuting and maintaining the Licensed Patents Enanta IP (in the Territoryname of Enanta) and Collaboration IP (in the name(s) of the owner(s) thereof as determined in accordance with Section 13.1(a)) at Novartis’ own cost and expense. Novartis shall use Commercially Reasonable Efforts to obtain appropriate patent protection with respect to claimed inventions that are supported by the relevant specification, whether or not relevant to Products being actually Developed or Commercialized by Novartis hereunder. Enanta shall fully cooperate with Novartis in connection with the filing, prosecution and maintenance of the Enanta IP and the Collaboration IP to the extent incurred reasonably requested by Entasis after the Effective Date. (b) Entasis Novartis, including by providing access to relevant persons and executing all documentation reasonably requested by Novartis. Novartis shall consult with Zai Enanta and keep Zai Enanta reasonably informed of the status of the Licensed Patents in the Territory such Enanta IP and shall promptly Collaboration IP, and provide Zai with all material correspondence received from any patent authority in the Territory in connection therewith. In addition, Entasis shall promptly provide Zai with drafts copies of all proposed material filings and correspondence to any patent authority relevant documents in the Territory with respect to the Licensed Patents a timely manner for ZaiEnanta’s review and comment prior to the submission of such proposed filings and correspondencescomment, including any material reduction in scope, and Entasis shall will reasonably consider Zai’s reasonable any Enanta comments in good faith., it being understood and agreed, however, that Novartis shall have the authority to make, in good faith, all final decisions relating thereto. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. 32 (cb) Entasis shall Novartis will notify Zai Enanta of any decision not to file applications for, or to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents Enanta IP and Collaboration IP, including without limitation any decision to abandon any pending or issued claim in the TerritoryEnanta IP or Collaboration IP. Entasis shall Novartis will provide such notice at least [*] thirty (30) days prior to any relevant filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent in the TerritoryRight and/or claim. In such event, Entasis Novartis shall permit ZaiEnanta, at its sole discretion and at its sole expense, to file or to continue prosecution or maintenance of such Licensed Patent Enanta IP or Collaboration IP, Novartis shall fully cooperate with Enanta in connection with the Territory. Zai’s filing, prosecution or and maintenance of such Licensed Patent shall not change the Parties’ respective rights Enanta IP and obligations under this Agreement with respect the Collaboration IP to such Licensed Patent other than those expressly set forth in this Section 13.2(c). (d) Each Party shall provide the other Party all reasonable assistance and cooperation in the patent prosecution efforts under this Section 13.2extent reasonably requested by Enanta, including by providing any necessary powers of attorney access to relevant persons and executing any other required documents or instruments for such prosecutionall documentation reasonably requested by Enanta.

Patent Prosecution. (a) As Conatus will be responsible for filing, prosecuting and maintaining the Conatus Patents at its own cost and expense, through a Third Party law firm mutually agreed between the Parties, Entasis has such agreement not to be unreasonably withheld, delayed, or conditioned. Novartis will fully cooperate with Conatus in connection with the first right filing, prosecution and maintenance of the Conatus Patents, including by providing access to relevant persons and executing all documentation reasonably requested by Conatus. Conatus will consult with Novartis and keep Novartis reasonably informed and invite to give input of the status of such Conatus Patents, it being understood and agreed that Conatus shall make all decisions relating thereto. (b) After the License Effective Date, Conatus will notify Novartis of its decision as to the countries of the world in which it elects to file, prosecute and maintain all Licensed Patents throughout the world, provided that, Entasis shall be responsible for the cost and expenses of filing, prosecuting and maintaining such Licensed Patents outside the Territory, and Zai shall be responsible for each Conatus Patent and shall reimburse Entasis for [*] of the costs and expenses of filing, prosecuting and maintaining the Licensed Patents in the Territory, notify Novartis as to the extent incurred by Entasis after the Effective Date. (b) Entasis shall consult with Zai and keep Zai reasonably informed of the status of the Licensed Patents in the Territory and shall promptly provide Zai with all material correspondence received from any patent authority in the Territory in connection therewith. In addition, Entasis shall promptly provide Zai with drafts of all proposed material filings and correspondence to any patent authority in the Territory with respect to the Licensed Patents for Zai’s review and comment prior to the submission of such proposed filings and correspondences, and Entasis shall consider Zai’s reasonable comments in good faith. (c) Entasis shall notify Zai of any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents such Conatus Patent in the Territoryany country in which it was filed. Entasis shall Conatus will provide such notice notices at least [***] days prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent in the TerritoryRight. In the event that Novartis wants to file patent applications in countries beyond those in which Conatus decided to seek patent protection, or if Novartis wants to prosecute and maintain such eventConatus Patents in countries where Conatus has elected not to continue such prosecution or maintenance, Entasis Conatus shall permit ZaiNovartis, at its sole discretion and at its sole expense, expense but in the name of Novartis to file or to continue prosecution or maintenance of such Licensed Conatus Patent. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) Novartis will be responsible for filing, prosecuting and maintaining Joint Patents, through a Third Party law firm mutually agreed between the Parties, the cost of which shall be borne solely by Novartis. Conatus will fully cooperate with Novartis in connection with the filing, prosecution and maintenance of Joint Patents, including by providing access to relevant persons and executing all documentation reasonably requested by Novartis. Novartis will consult with Conatus and keep Conatus reasonably informed and invite to give input of the status of such Joint Patents, it being understood and agreed that Novartis shall make all decisions relating thereto. Novartis will notify Conatus of its decision as to the countries of the world in which it elects to file, prosecute and maintain each Joint Patent, and shall notify Conatus as to any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any such Joint Patent in any country in which it was filed. Novartis will provide such notices at least [***] days prior to any filing or payment due date, or any other due date that requires action, in connection with such Patent Right. In the Territory. Zai’s event that Conatus wants to file patent applications in countries beyond those in which Novartis has decided to seek patent protection, or if Conatus wants to prosecute and maintain such Joint Patents in countries where Novartis has elected not to continue such prosecution or maintenance, Novartis shall permit Conatus, at its sole discretion and expense but in the name of Conatus and Novartis jointly to file or to continue prosecution or maintenance of such Licensed Patent shall not change the Parties’ respective rights and obligations under this Agreement with respect to such Licensed Patent other than those expressly set forth in this Section 13.2(c)Joint Patent. (d) Each Party shall provide After the other Party all reasonable assistance and cooperation License Effective Date, in the event that any patent prosecution efforts or patent application included in Conatus Patents or Joint Patents is challenged by a Third Party, including opposition or reexamination, the Parties agree to cooperate with each other in the defense of such patent or patent application, with Novartis responsible for the costs associated with such defense, provided that each of Conatus and Novartis shall be responsible for [***] percent ([***]%) of the costs associated with the defense of any Conatus Patents in the United States, the Major European Markets and/or Japan. [***] Notwithstanding the foregoing, the cost and defense of any patent challenges filed (e.g. as a counterclaim) in connection with an infringement action brought under Section 10.3 shall be controlled by and defended at the expense of the Party bringing such infringement action. In the event Novartis is controlling the defense of a challenge to a Conatus Patent or Joint Patents by reason of this Section 13.210.2(d) or 10.3, including providing Novartis shall meet and confer with Conatus on a periodic basis to discuss such defense and shall consider in good faith any necessary powers of attorney issues raised by Conatus. *** Certain information on this page has been omitted and executing any other required documents or instruments for such prosecutionfiled separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Patent Prosecution. (a) As between the Parties, Entasis has the first right to file, prosecute and maintain all Licensed Patents throughout the world, provided that, Entasis shall NexMed will be responsible for the cost and expenses of filing, prosecuting and maintaining such Licensed Patents outside the Territory, and Zai shall be responsible for and shall reimburse Entasis for [*] of the costs and expenses of filing, prosecuting and maintaining the Licensed Patents NexMed Patent Rights through an outside law firm reasonably acceptable to Novartis. Novartis shall reimburse NexMed, within thirty (30) days after receipt of an invoice from NexMed, for all costs and expenses incurred by or on behalf of NexMed in the Territoryfiling, to prosecution and maintenance of the extent incurred by Entasis after NexMed Patent Rights other than the Effective DateDDAIP Patent Rights, as set out in Section 1 of Exhibit B. Novartis will be responsible for filing, prosecuting and maintaining its Patent Rights. NexMed will be responsible for filing, prosecuting and maintaining the DDAIP Patent Rights at its own cost and expense. (b) Entasis shall consult with Zai and NexMed will keep Zai reasonably Novartis informed of the status of the Licensed Patents in NexMed Patent Rights being prosecuted by it and will provide to Novartis copies of substantive documentation submitted to, or received from, the Territory and shall promptly provide Zai with all material correspondence received from any patent authority in the Territory offices in connection therewith. In addition, Entasis NexMed shall promptly provide Zai allow for review and consultation with drafts of all proposed material filings and correspondence Novartis before NexMed makes a submission to any patent authority in office which could materially affect the Territory with respect to scope or validity of the Licensed Patents for Zai’s review and comment prior to the submission of such proposed filings and correspondences, and Entasis patent coverage that may result. Novartis shall consider Zai’s reasonable offer its comments in good faithpromptly. (c) Entasis shall NexMed will notify Zai Novartis of any decision not to file applications for, or to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Licensed Patents in the TerritoryNexMed Patent Rights on a country-by-country basis. Entasis shall NexMed will provide such notice at least [*] thirty (30) days prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent in the TerritoryRight. In such eventevent and at Novartis’ request, Entasis NexMed will assign all its right, title and interest in and to such NexMed Patent Rights other than the DDAIP Patent Rights to Novartis, subject to any Third Party rights existing as of the Effective Date, Novartis shall permit Zaihave the right, at its sole discretion and at its sole expense, to file or to continue prosecution or maintenance of such Licensed NexMed Patent in the Territory. Zai’s prosecution or maintenance of such Licensed Patent shall not change the Parties’ respective rights and obligations under this Agreement with respect to such Licensed Patent other than those expressly set forth in this Section 13.2(c)Rights. (d) Each Party shall provide the other Party all reasonable assistance and cooperation in the patent prosecution efforts under this Section 13.2, including providing any necessary powers of attorney and executing any other required documents or instruments for such prosecution.