Common use of Patent Prosecution Clause in Contracts

Patent Prosecution. (a) 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, prosecution and maintenance of the 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 each Quark Patent and Joint Patent, and shall notify 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 such Quark Patent or Joint Patent in any country in which it was filed. Quark will provide such notices at least [*] prior to any filing or payment due date, or any other due date that requires action, in connection with such Patent Right. 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 Quark Patents or Joint Patents in countries where Quark has elected not to continue such prosecution or maintenance, Quark shall permit Novartis, at its sole discretion and expense 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 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 defense of such 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 by reason of this Section 10.2(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) The Parties acknowledge that Quark shall have the right to separate any claims of a Quark Patent that are specific to the [*] of a Quark Patent and to file such claims in a separate patent application [*], including 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 patent applications resulting from the foregoing process that do not claim any [*] (“[*] Patents”) shall be excluded from the definition of Quark Patents and Quark Technology for purposes of this Agreement and the Option Agreement. Quark shall keep Novartis reasonably informed of the status of such [*] Patents, it being understood and agreed that Quark shall make all decisions relating thereto.

Patent Prosecution. (a) Quark will 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 Quark Licensed Patents and any Joint Patents at its own cost and expensein the Territory, through a Third Party law firm mutually agreed between to the Parties. Novartis will fully cooperate with Quark in connection with extent incurred by Entasis after the filing, prosecution and maintenance of the Quark Patents and any Joint Patents, including by providing access to relevant persons and executing all documentation reasonably requested by Quark. Quark will Effective Date. (b) Entasis shall consult with Novartis Zai and keep Novartis 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 Quark Patents proposed filings and Joint Patentscorrespondences, it being understood and agreed that Quark Entasis shall make all decisions relating theretoconsider Zai’s reasonable comments in good faith. (bc) Quark will notify Novartis of its decision as to the countries of the world in which it elects to file, prosecute and maintain each Quark Patent and Joint Patent, and Entasis shall notify Novartis as to Zai of any decision to cease prosecution and/or maintenance of, or not to continue to pay of any Licensed Patents in the expenses of prosecution and/or maintenance of, any such Quark Patent or Joint Patent in any country in which it was filedTerritory. Quark will Entasis shall provide such notices 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 Rightin the Territory. In the event that Novartis wants to file patent applications in countries beyond those in which Quark decided to seek patent protectionsuch event, or if Novartis wants to prosecute and maintain such Quark Patents or Joint Patents in countries where Quark has elected not to continue such prosecution or maintenance, Quark Entasis shall permit NovartisZai, at its sole discretion and expense but in the name of Quark (for Quark Patents) and in the name of Quark and Novartis jointly (for Joint Patents)at its sole expense, to file or to continue prosecution or maintenance of such Quark Licensed 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 defense Territory. Zai’s prosecution or maintenance of such patent or patent application, Licensed Patent shall not change the Parties’ respective rights and obligations under this Agreement with each of Quark and Novartis responsible for [*] of the cost associated with respect to such defense. Notwithstanding the foregoing, the defense of any patent challenges filed (e.g. as a counterclaim) Licensed Patent other than those expressly set forth 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 by reason of this Section 10.2(c13.2(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) The Parties acknowledge that Quark Each Party shall have provide the right to separate any claims of a Quark Patent that are specific to other Party all reasonable assistance and cooperation in the [*] of a Quark Patent and to file such claims in a separate patent application [*]prosecution efforts under this Section 13.2, including without limitation through the filing providing any necessary powers of one attorney and executing any other required documents or more divisional applications at the request of Novartis pursuant to Section 6.8 of the Option Agreement. For the avoidance of doubt, any patent applications resulting from the foregoing process that do not claim any [*] (“[*] Patents”) shall be excluded from the definition of Quark Patents and Quark Technology instruments for purposes of this Agreement and the Option Agreement. Quark shall keep Novartis reasonably informed of the status of such [*] Patents, it being understood and agreed that Quark shall make all decisions relating theretoprosecution.

Patent Prosecution. (a) Quark will be responsible Notwithstanding that UHN shall remain the owner of the Licensed Patents, as of the Effective Date, MBI shall assume responsibility for filingthe preparation, 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, prosecution and maintenance of any Patents for the Quark Patents and any Joint Licensed Technology, including, without limitation, the Licensed Patents, including by providing access at its cost and expense, using patent counsel reasonably acceptable to relevant persons UHN, and executing all documentation reasonably requested by Quark. Quark will consult with Novartis and keep Novartis reasonably informed of UHN shall arrange for the status prompt transfer of such Quark Patents and Joint PatentsPatent files to MBI, it being understood and agreed that Quark shall make all decisions relating theretoas may the case may be. (b) Quark will notify Novartis of its decision as to UHN shall own and have responsibility for the countries of the world in which it elects to filepreparation, prosecute filing, prosecution and maintain each Quark Patent and Joint Patent, and shall notify 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 such Quark Patent or Joint Patent in any country in which it was filed. Quark will provide such notices at least [*] prior to any filing or payment due date, or any other due date that requires action, in connection with such Patent Right. 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 Quark Patents or Joint Patents in countries where Quark has elected not to continue such prosecution or maintenance, Quark shall permit Novartis, at its sole discretion and expense 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 Quark Patent or Joint Patentany Patents for the Improvements by UHN, unless and until licensed to MBI under Section 2.3. (c) In MBI shall own and have responsibility for the event that any patent or patent application included in Quark Patents or Joint Patents is challenged by a Third Partypreparation, including opposition or reexaminationfiling, the Parties agree to cooperate with each other in the defense of such patent or patent application, with each of Quark prosecution and Novartis responsible for [*] of the cost associated with such defense. Notwithstanding the foregoing, the defense maintenance of any patent challenges filed (e.g. as a counterclaim) in connection with a infringement action brought under Section 10.3 shall be controlled Patents for the Improvements by the Party bringing such infringement action. In the event Novartis is controlling the defense of a challenge to a Quark Patent by reason of this Section 10.2(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 QuarkMBI. (d) The Parties acknowledge At any time during the Term, MBI, in MBI’s sole discretion, may determine that Quark any particular Patent within the Licensed Patents in any particular country in the Territory should not be prosecuted or maintained for legal or commercial reasons and, in such event, shall so notify UHN. UHN, at UHN’s cost and expense and in UHN’s sole discretion, may continue prosecution and/or maintenance of any particular Patent identified in such notice. (e) UHN shall also have the right to separate identify any claims of a Quark Patent that are specific process, use or products relating to the [*] Licensed Technology arising out of the Research Program, and/or any jurisdiction in which, in the opinion of UHN, a Quark Patent patent is necessary, and MBI shall, upon receipt of such request from UHN, take all reasonable steps to file such claims cooperate with UHN in a separate patent application [*], including without limitation through the applications and filing of one or more divisional applications at the request patents, provided that UHN pays all costs of Novartis pursuant to Section 6.8 of the Option Agreement. For the avoidance of doubtapplying for, registering, and maintaining any such patents in any jurisdiction in which UHN determines that a patent applications resulting from the foregoing process that do not claim any [*] (“[*] Patents”) shall be excluded from the definition of Quark Patents and Quark Technology for purposes of this Agreement and the Option Agreement. Quark shall keep Novartis reasonably informed of the status of such [*] Patents, it being understood and agreed that Quark shall make all decisions relating theretois required.

Patent Prosecution. (a) Quark will be responsible Notwithstanding that UHN shall remain the owner of the Additional Licensed Patents, as of the Effective Date, MBI shall assume responsibility for filingthe preparation, 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, prosecution and maintenance of any Patents for the Quark Patents and any Joint Additional Licensed Technology, including, without limitation, the Additional Licensed Patents, including by providing access at its cost and expense, using patent counsel reasonably acceptable to relevant persons UHN, and executing all documentation reasonably requested by Quark. Quark will consult with Novartis and keep Novartis reasonably informed of UHN shall arrange for the status prompt transfer of such Quark Patents and Joint PatentsPatent files to MBI, it being understood and agreed that Quark shall make all decisions relating theretoas may the case may be. (b) Quark will notify Novartis of its decision as to UHN shall own and have responsibility for the countries of the world in which it elects to filepreparation, prosecute filing, prosecution and maintain each Quark Patent and Joint Patent, and shall notify 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 such Quark Patent or Joint Patent in any country in which it was filed. Quark will provide such notices at least [*] prior to any filing or payment due date, or any other due date that requires action, in connection with such Patent Right. 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 Quark Patents or Joint Patents in countries where Quark has elected not to continue such prosecution or maintenance, Quark shall permit Novartis, at its sole discretion and expense 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 Quark Patent or Joint Patentany Patents for the Improvements by UHN, unless and until licensed to MBI under Section 2.3. (c) In MBI shall own and have responsibility for the event that any patent or patent application included in Quark Patents or Joint Patents is challenged by a Third Partypreparation, including opposition or reexaminationfiling, the Parties agree to cooperate with each other in the defense of such patent or patent application, with each of Quark prosecution and Novartis responsible for [*] of the cost associated with such defense. Notwithstanding the foregoing, the defense maintenance of any patent challenges filed (e.g. as a counterclaim) in connection with a infringement action brought under Section 10.3 shall be controlled Patents for the Improvements by the Party bringing such infringement action. In the event Novartis is controlling the defense of a challenge to a Quark Patent by reason of this Section 10.2(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 QuarkMBI. (d) The Parties acknowledge At any time during the Term, MBI, in MBI’s sole discretion, may determine that Quark any particular Patent within the Additional Licensed Patents in any particular country in the Territory should not be prosecuted or maintained for legal or commercial reasons and, in such event, shall so notify UHN. UHN, at UHN’s cost and expense and in UHN’s sole discretion, may continue prosecution and/or maintenance of any particular Patent identified in such notice. (e) UHN shall also have the right to separate identify any claims of a Quark Patent that are specific process, use or products relating to the [*] Additional Licensed Technology arising out of the Additional Research Program, and/or any jurisdiction in which, in the opinion of UHN, a Quark Patent patent is necessary, and MBI shall, upon receipt of such request from UHN, take all reasonable steps to file such claims cooperate with UHN in a separate patent application [*], including without limitation through the applications and filing of one or more divisional applications at the request patents, provided that UHN pays all costs of Novartis pursuant to Section 6.8 of the Option Agreement. For the avoidance of doubtapplying for, registering, and maintaining any such patents in any jurisdiction in which UHN determines that a patent applications resulting from the foregoing process that do not claim any [*] (“[*] Patents”) shall be excluded from the definition of Quark Patents and Quark Technology for purposes of this Agreement and the Option Agreement. Quark shall keep Novartis reasonably informed of the status of such [*] Patents, it being understood and agreed that Quark shall make all decisions relating theretois required.

Patent Prosecution. (a) Quark The Licensor Patent Rights in existence as of the Execution Date are listed in Schedule B hereto. The Parties shall update such Schedule as appropriate (and at least once per Calendar Quarter) to add to Schedule B each Patent filed after the Execution Date that is owned or Controlled by Licensor or its Affiliates which would constitute a Licensor Patent hereunder. (b) Licensor, at its expense, will be responsible for filing, prosecuting and maintaining the Quark Patents and any Joint Patents at its own cost and expenseLicensor Patent Rights, through a Third Party law firm mutually agreed between the Parties. Novartis will fully cooperate with Quark in connection with the filing, prosecution and maintenance of the 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 having the right to review and comment on drafts of substantive patent submissions with respect thereto. Licensor will keep Novartis reasonably regularly and fully informed of the status of such Quark Patents Licensor Patent Rights and Joint Patentsprovide copies of all substantive documentation submitted to, it being understood and agreed that Quark shall make all decisions relating theretoor received from, the patent offices in connection therewith. (bc) Quark will notify Licensor shall give timely notice to Novartis of its decision as to the countries of the world in which it elects to file, prosecute and maintain each Quark Patent and Joint Patent, and shall notify Novartis as to 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 Licensor Patent Right on a country-by-country basis and, in such Quark case, shall permit Novartis, at its sole discretion and expense, to file or to continue prosecution or maintenance of such Licensor Patent or Joint Patent in any country in which it was filedRight. Quark Licensor will provide such notices notice 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 If Novartis assumes responsibility for any Licensor Patent Right pursuant to this Section, then Novartis shall have the event that right to offset the amount of all costs incurred by Novartis wants in connection with filing, prosecuting and maintaining such Licensor Patent Right, if not previously reimbursed, in whole or in part, against any Milestone Payments or royalties due to Licensor hereunder. (d) Novartis, at its expense, will be solely responsible for filing, prosecuting and maintaining any Patent Rights owned solely by Novartis at its own expense. (e) Novartis, at its expense, will be responsible for filing, prosecuting and maintaining the Joint Patents, with Licensor having the right to review and comment on drafts of substantive patent submissions with respect thereto. Novartis will keep Licensor regularly and fully informed of the status of such Joint Patents and provide copies of all substantive documentation submitted to, or received from, the patent offices in connection therewith. Licensor will assist Novartis in connection with the prosecution and maintenance of such Joint Patents, including by providing access to relevant persons and executing all required documentation. (f) Novartis shall give timely notice to Licensor of any decision not to file patent applications in countries beyond those in which Quark decided to seek patent protectionfor, or if Novartis wants to prosecute and maintain such Quark Patents cease prosecution and/or maintenance of, or Joint Patents in countries where Quark has elected not to continue to pay the expenses of prosecution and/or maintenance of, any Joint Patent on a country-by-country basis and, in such prosecution or maintenancecase, Quark shall permit NovartisLicensor, at its sole discretion and expense but in the name of Quark (for Quark Patents) and in the name of Quark and Novartis jointly (for Joint Patents)expense, to file or to continue prosecution or maintenance of such Quark Patent or Joint Patent. Novartis will provide such notice 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. (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 defense of such 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 by reason of this Section 10.2(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. (dg) The Parties acknowledge agree that Quark shall have the right to separate any claims of a Quark Patent that are specific to the [*] of a Quark Patent and to file such claims in a separate patent application [*], including 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 patent applications resulting from the foregoing process that do not claim any [*] (“[*] Patents”) Joint Patents shall be excluded from exclusively licensed to Novartis in accordance with the definition of Quark Patents and Quark Technology for purposes terms of this Agreement and the Option Agreement. Quark shall keep Novartis reasonably informed of the status of such [*] Patents, it being understood and agreed that Quark shall make all decisions relating thereto.

Patent Prosecution. (a) Quark Conatus will be responsible for filing, prosecuting and maintaining the Quark Patents and any Joint Conatus Patents at its own cost and expense, through a Third Party law firm mutually agreed between the Parties, such agreement not to be unreasonably withheld, delayed, or conditioned. Novartis will fully cooperate with Quark Conatus in connection with the filing, prosecution and maintenance of the Quark Patents and any Joint Conatus Patents, including by providing access to relevant persons and executing all documentation reasonably requested by QuarkConatus. Quark Conatus will consult with Novartis and keep Novartis reasonably informed and invite to give input of the status of such Quark Patents and Joint Conatus Patents, it being understood and agreed that Quark Conatus shall make all decisions relating thereto. (b) Quark 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 each Quark Conatus Patent and Joint Patent, and shall notify 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 such Quark Patent or Joint Conatus Patent in any country in which it was filed. Quark Conatus 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 event that Novartis wants to file patent applications in countries beyond those in which Quark Conatus decided to seek patent protection, or if Novartis wants to prosecute and maintain such Quark Patents or Joint Conatus Patents in countries where Quark Conatus has elected not to continue such prosecution or maintenance, Quark Conatus shall permit Novartis, at its sole discretion and expense 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 Quark 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 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 Joint Patent. (cd) In After the License Effective Date, in the event that any patent or patent application included in Quark 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 Quark Conatus and Novartis shall be responsible for [***] percent ([***]%) of the cost costs associated with such defensethe 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 a 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 Quark Conatus Patent or Joint Patents by reason of this Section 10.2(c)10.2(d) or 10.3, Novartis shall meet and confer with Quark Conatus on a periodic basis to discuss such defense and shall consider in good faith any issues raised by Quark. (d) The Parties acknowledge that Quark shall have Conatus. *** Certain information on this page has been omitted and filed separately with the right to separate any claims of a Quark Patent that are specific Securities and Exchange Commission. Confidential treatment has been requested with respect to the [*] of a Quark Patent and to file such claims in a separate patent application [*], including 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 patent applications resulting from the foregoing process that do not claim any [*] (“[*] Patents”) shall be excluded from the definition of Quark Patents and Quark Technology for purposes of this Agreement and the Option Agreement. Quark shall keep Novartis reasonably informed of the status of such [*] Patents, it being understood and agreed that Quark shall make all decisions relating theretoomitted portions.

Patent Prosecution. (a) Quark will be responsible for filingAs between the Parties, prosecuting Oyster Point shall have the first right (but not the obligation) to file, prosecute and maintaining maintain all Licensed Patents [ * ] throughout the Quark Patents and any Joint Patents world at its own cost costs and expense, through a Third Party law firm mutually agreed . As between the Parties. Novartis will fully cooperate with Quark in connection with , [ * ] to file, prosecute and maintain all Patents claiming Joint Other Inventions (“Joint Other Patents”) throughout the filingworld, prosecution and maintenance of the Quark Patents and any Joint Patents, including costs incurred by providing access to relevant persons and executing all documentation reasonably requested by Quark. Quark will [ * ] shall be shared equally between the Parties. (b) Oyster Point shall consult with Novartis Ji Xing and keep Novartis Ji Xing reasonably informed of the status of such Quark the Licensed Patents and Joint PatentsOther Patents in the Territory and shall promptly provide Ji Xing with all [ * ] correspondence received from any patent authority in the Territory in connection therewith. In addition, it being understood Oyster Point shall promptly provide Ji Xing with drafts of all proposed [ * ] filings and agreed correspondence to any patent authority in the Territory with respect to the Licensed Patents and Joint Other Patents for Ji Xing’s review and comment a reasonable time prior to submission [ * ]. Oyster Point shall confer with Ji Xing and consider in good faith Ji Xing’s comments prior to submitting such filings and correspondences in the Territory, provided that Quark Ji Xing shall make all decisions relating theretoprovide such comments at least [ * ]. (bc) Quark will Oyster Point shall promptly notify Novartis Ji Xing of its decision as to the countries of the world in which it elects to file, prosecute and maintain each Quark Patent and Joint Patent, and shall notify 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 such Quark Patent Licensed Patents or Joint Patent Other Patents in any country Region in which it was filedthe Territory. Quark will Oyster Point shall provide such notices at least [*] notice a reasonable time prior to any filing or payment due date, or any other due date that requires action, in connection with such Patent Right[ * ]. In the event that Novartis wants to file patent applications in countries beyond those in which Quark decided to seek patent protectionsuch event, or if Novartis wants to prosecute Oyster Point shall permit Ji Xing, at Ji Xing’s discretion and maintain such Quark Patents or Joint Patents in countries where Quark has elected not expense, to continue such the prosecution or maintenance, Quark shall permit Novartis, at its sole discretion and expense 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 Quark Licensed Patent or Joint Patent. (c) In the event that any patent or patent application included Other Patent in Quark Patents or Joint Patents is challenged by a Third Party, including opposition or reexamination, the Parties agree to cooperate with each other such Region in the defense of such patent or patent applicationTerritory, 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 by reason of this Section 10.2(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) The Parties acknowledge that Quark Each Party shall have provide the right to separate any claims of a Quark Patent that are specific to other Party all reasonable assistance and cooperation in the [*] of a Quark Patent and to file such claims in a separate patent application [*]prosecution efforts under this Section 9.2, including without limitation through the filing providing any necessary powers of one attorney and executing any other required documents or more divisional applications at the request of Novartis pursuant to Section 6.8 of the Option Agreement. For the avoidance of doubt, any patent applications resulting from the foregoing process that do not claim any [*] (“[*] Patents”) shall be excluded from the definition of Quark Patents and Quark Technology instruments for purposes of this Agreement and the Option Agreement. Quark shall keep Novartis reasonably informed of the status of such [*] Patents, it being understood and agreed that Quark shall make all decisions relating theretoprosecution.

Patent Prosecution. (a) Quark Licensor will be responsible for filing, prosecuting diligently file and maintaining prosecute the Quark Licensed 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 timely pay all maintenance fees in connection with the filing, prosecution and maintenance any issued Patents that are part of or become part of the Quark Patents and any Joint Licensed 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 each Quark Patent and Joint Patent, and shall notify 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 such Quark Patent or Joint Patent in any country in which it was filed. Quark will provide such notices at least [*] prior to any filing or payment due date, or any other due date that requires action, in connection with such Patent Right. 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 Quark Patents or Joint Patents in countries where Quark has elected not to continue such prosecution or maintenance, Quark shall permit Novartis, at its sole discretion and expense 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 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 defense of such 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 by reason of this Section 10.2(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) The Parties acknowledge that Quark Licensor shall have the right in its sole discretion to separate abandon any claims of a Quark such issued Patents by not paying the respective maintenance fee. If Licensor intends to abandon any such issued Patent that are specific is part of the Licensed Patents, Licensor will advise STI in writing of such intention at least ninety (90) days prior to the [*] intended abandonment date. In such event, STI may continue to pay to maintain such issued Patents so long as STI notifies Licensor in writing of a Quark such intention at least thirty (30) days prior to the intended abandonment date. If Licensor fails to diligently file and prosecute the Licensed Patents or otherwise fails to maintain any Licensed Patents in force, then STI may elect to file or take over the prosecution or maintenance of any such Licensed Patents, and STI shall bear all expenses incurred in connection therewith, provided that STI shall not be liable in any respect, either to Licensor or any third party, with respect to STI's handling of or the results obtained from such prosecution or maintenance of any Licensed Patent and to file such claims further provided that any and all expenses incurred in a separate patent application [*], including 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 patent applications resulting from the foregoing process that do not claim any [*] (“[*] Patents”) connection therewith shall be excluded from the definition of Quark creditable against amounts owed by STI to Licensor hereunder. Licensor agrees to reasonably cooperate with STI in preparing, filing, prosecuting, and maintaining any such Licensed Patents and Quark Technology Licensor agrees to execute any documents as shall be necessary or desirable for purposes of this Agreement and the Option Agreement. Quark shall keep Novartis reasonably informed of the status of such [*] Patents, it being understood and agreed that Quark shall make all decisions relating thereto.purpose

Patent Prosecution. (a) Quark NexMed will be responsible for filing, prosecuting and maintaining the Quark Patents and any Joint Patents at its own cost and expense, NexMed Patent Rights through a Third Party an outside law firm mutually agreed between the Partiesreasonably acceptable to Novartis. Novartis will fully cooperate with Quark 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 connection with the filing, prosecution and maintenance of the Quark Patents NexMed Patent Rights other than the DDAIP Patent Rights, as set out in Section 1 of Exhibit B. Novartis will be responsible for filing, prosecuting and any Joint Patentsmaintaining its Patent Rights. NexMed will be responsible for filing, including by providing access to relevant persons prosecuting and executing all documentation reasonably requested by Quark. Quark maintaining the DDAIP Patent Rights at its own cost and expense. (b) NexMed will consult with Novartis and keep Novartis reasonably informed of the status of such Quark Patents the NexMed Patent Rights being prosecuted by it and Joint Patentswill provide to Novartis copies of substantive documentation submitted to, it being understood or received from, the patent offices in connection therewith. NexMed shall allow for review and agreed consultation with Novartis before NexMed makes a submission to any patent office which could materially affect the scope or validity of the patent coverage that Quark may result. Novartis shall make all decisions relating theretooffer its comments promptly. (bc) Quark NexMed will notify Novartis of its decision as to the countries of the world in which it elects to file, prosecute and maintain each Quark Patent and Joint Patent, and shall notify Novartis as to 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 such Quark NexMed Patent or Joint Patent in any Rights on a country-by-country in which it was filedbasis. Quark NexMed will provide such notices 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 Patent Right. In such event and at Novartis’ request, NexMed will assign all its right, title and interest in and to such NexMed Patent Rights other than the event that DDAIP Patent Rights to Novartis, subject to any Third Party rights existing as of the Effective Date, 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 Quark Patents or Joint Patents in countries where Quark has elected not to continue such prosecution or maintenance, Quark shall permit Novartishave the right, at its sole discretion and expense but in the name of Quark (for Quark Patents) and in the name of Quark and Novartis jointly (for Joint Patents)expense, to file or to continue prosecution or maintenance of such Quark NexMed Patent or Joint PatentRights. (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 defense of such 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 by reason of this Section 10.2(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) The Parties acknowledge that Quark shall have the right to separate any claims of a Quark Patent that are specific to the [*] of a Quark Patent and to file such claims in a separate patent application [*], including 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 patent applications resulting from the foregoing process that do not claim any [*] (“[*] Patents”) shall be excluded from the definition of Quark Patents and Quark Technology for purposes of this Agreement and the Option Agreement. Quark shall keep Novartis reasonably informed of the status of such [*] Patents, it being understood and agreed that Quark shall make all decisions relating thereto.

Patent Prosecution. a. Within ninety (a90) Quark days of receiving an Invention Disclosure Report under Section 3(a), the MultiCell will advise Maxim in writing whether it wishes a patent application to be responsible for filingmade with respect to such Invention. However, prosecuting in no event shall such a patent application constitute, nor be deemed to constitute, any grant of right to MultiCell to exploit or otherwise use such Invention in the absence of the execution of a license to such Invention pursuant to Section 4(a) of this Agreement. b. If the MultiCell determines that it desires a patent application to be made, MultiCell, by qualified counsel selected after reasonable consultation with the Maxim and maintaining to whom the Quark Patents Maxim has no reasonable objection, shall prepare, file and prosecute such application in MultiCell’s name and in countries designated by MultiCell. MultiCell shall promptly provide copies to Maxim of any proposed patent application filing and any Joint Patents at its own cost communications from any patent office relating to any patent application made with respect to such Invention. MultiCell shall pay reasonable expenses incurred in filing and expense, through a Third Party law firm mutually agreed between the Parties. Novartis will fully cooperate with Quark in connection with the filing, prosecution and maintenance of the Quark Patents and any Joint Patentsprosecuting such patent applications, including by providing access attorneys' fees, taxes, annuities, issue fees, working fees, maintenance fees and renewal charges provided, however, that the exclusive license option granted to relevant persons and executing all documentation reasonably requested by Quark. Quark will consult with Novartis and keep Novartis reasonably informed MultiCell pursuant to Section 4(a) of the status this Agreement or any license obtained pursuant to Section 4(b) of such Quark Patents and Joint Patents, it being understood and agreed that Quark shall make all decisions relating theretothis Agreement is still in force. (b) Quark will notify Novartis of its decision as to the countries of the world in which it elects to file, prosecute and maintain each Quark Patent and Joint Patent, and shall notify 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 such Quark Patent or Joint Patent in any country in which it was filed. Quark will provide such notices at least [*] prior to any filing or payment due date, or any other due date that requires action, in connection with such Patent Right. 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 Quark Patents or Joint Patents in countries where Quark has elected not to continue such prosecution or maintenance, Quark shall permit Novartis, at its sole discretion and expense 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 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 c. Both parties agree to cooperate with each the other party to execute all lawful papers and instruments, to make all rightful oaths and declarations and to provide consultation and assistance as may be necessary in the defense preparation, prosecution, maintenance, and reinforcement of all such patent or patent application, with each of Quark applications 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 by reason of this Section 10.2(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 Quarkpatents. (d) The Parties acknowledge that Quark shall d. If the MultiCell does not wish to have the right a patent application filed or prosecution continued with respect to separate any claims of an Invention in a Quark Patent that are specific to the [*] of a Quark Patent and to particular country or countries, Maxim may file such claims application or continue prosecution at its own expense, and Maxim will be free to enter into a licensing agreement for or otherwise dispose of its patent rights in a separate patent application [*], including without limitation through such Invention for the filing of one countries for which Maxim has filed such applications or more divisional applications continued such prosecution at the request of Novartis pursuant to Section 6.8 of the Option Agreement. For the avoidance of doubt, its own expense with any patent applications resulting from the foregoing process that do not claim other person or persons on any [*] (“[*] Patents”) shall be excluded from the definition of Quark Patents and Quark Technology for purposes of this Agreement and the Option Agreement. Quark shall keep Novartis reasonably informed of the status of such [*] Patents, it being understood and agreed that Quark shall make all decisions relating theretoterms.

Patent Prosecution. (a) Quark will 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 Quark Licensed Patents and any Joint Patents at its own cost and expensein the Territory, through a Third Party law firm mutually agreed between to the Parties. Novartis will fully cooperate with Quark in connection with extent incurred by Entasis after the filing, prosecution and maintenance of the Quark Patents and any Joint Patents, including by providing access to relevant persons and executing all documentation reasonably requested by Quark. Quark will Effective Date. (b) Entasis shall consult with Novartis Zai and keep Novartis 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 Quark Patents proposed filings and Joint Patentscorrespondences, it being understood and agreed that Quark Entasis shall make all decisions relating theretoconsider Zai’s reasonable comments in good faith. (bc) Quark will notify Novartis of its decision as to the countries of the world in which it elects to file, prosecute and maintain each Quark Patent and Joint Patent, and Entasis shall notify Novartis as to Zai of any decision to cease prosecution and/or maintenance of, or not to continue to pay of any Licensed Patents in the expenses of prosecution and/or maintenance of, any such Quark Patent or Joint Patent in any country in which it was filedTerritory. Quark will Entasis shall provide such notices 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 Rightin the Territory. In the event that Novartis wants to file patent applications in countries beyond those in which Quark decided to seek patent protectionsuch event, or if Novartis wants to prosecute and maintain such Quark Patents or Joint Patents in countries where Quark has elected not to continue such prosecution or maintenance, Quark Entasis shall permit NovartisZai, at its sole discretion and expense but in the name of Quark (for Quark Patents) and in the name of Quark and Novartis jointly (for Joint Patents)at its sole expense, to file or to continue prosecution or maintenance of such Quark Licensed 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 defense Territory. Zai’s prosecution or maintenance of such patent or patent application, Licensed Patent shall not change the Parties’ respective rights and obligations under this Agreement with each of Quark and Novartis responsible for [*] of the cost associated with respect to such defense. Notwithstanding the foregoing, the defense of any patent challenges filed (e.g. as a counterclaim) Licensed Patent other than those expressly set forth 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 by reason of this Section 10.2(c13.2(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) The Parties acknowledge that Quark Each Party shall have provide the right to separate any claims of a Quark Patent that are specific to other Party all reasonable assistance and cooperation in the [*] of a Quark Patent and to file such claims in a separate patent application [*]prosecution efforts under this Section 13.2, including without limitation through the filing providing any necessary powers of one attorney and executing any other required documents or more divisional applications at the request of Novartis pursuant to Section 6.8 of the Option Agreement. For the avoidance of doubt, any patent applications resulting from the foregoing process that do not claim any [*] (“[*] Patents”) shall be excluded from the definition of Quark Patents and Quark Technology instruments for purposes of this Agreement and the Option Agreement. Quark shall keep Novartis reasonably informed of the status of such [*] Patents, it being understood and agreed that Quark shall make all decisions relating theretoprosecution.

Patent Prosecution. (a) Quark will be responsible A. CMCC shall have primary responsibility for filingapplying for, prosecuting and maintaining the Quark Patents and any Joint Patents Patent Rights during the term of this Agreement, including patent protection for inventions made pursuant to the Sponsored Research Agreement. CMCC shall at its own discretion be responsible for the preparation, filing, prosecution and maintenance of any such patent applications which it elects to file pursuant to this Article through patent counsel of its choosing and acceptable to Licensee. Licensee and CMCC agree to cooperate in the preparation and execution of all documents necessary or desirable to perfect filing of, advance prosecution of, or effect issue of such patents or applications in the United States and foreign countries. Licensee shall have the right to review and comment upon all patent applications, amendments and responses, claims and other documents material to the prosecution of the U.S. and foreign patent applications. CMCC agrees to cooperate in incorporating such comments into the relevant documents. B. If CMCC elects not to (i) file a U.S. patent application on an invention made pursuant to the Sponsored Research Agreement, (ii) file foreign or PCT applications claiming priority to a pending U.S. patent application within the one-year statutory period, (iii) continue prosecution of a patent application or (iv) maintain any U.S. or foreign patent, CMCC shall so notify Licensee in sufficient time for Licensee to assume the filing, prosecution and/or maintenance of such application or patent in CMCC's name at Licensee's expense. Licensee shall have the option, at its expense and discretion, to file, foreign file, prosecute or maintain any such applications or patents. CMCC agrees to execute, and agrees to use reasonable efforts to ensure that its employees shall execute, all documents necessary to perfect filing of, advance prosecution of, or effect issue of such applications. Licensee shall have no further royalty obligations under Article IV A.2. with respect to such patents or applications. In the event Licensee elects not to pay the cost of filing, prosecuting or maintaining a particular Patent Right licensed to Licensee hereunder, Licensee shall have no license under this Agreement to any such Patent Right. C. Licensee shall reimburse to CMCC the amount of all fees and expense, through a Third Party law firm mutually agreed between the Parties. Novartis will fully cooperate with Quark in connection with costs relating to the filing, prosecution and maintenance of the Quark Patents Patent Rights incurred after the Effective Date. CMCC shall provide to Licensee an itemized invoice of all such fees and any Joint Patents, including by providing access Licensee shall pay to relevant persons and executing CMCC all documentation reasonably requested by Quark. Quark will consult with Novartis and keep Novartis reasonably informed amounts due under said invoice within thirty (30) days of the status date 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 said invoice. In the countries event CMCC licenses rights under any of the world in which it Patent Rights to one or more commercial third parties outside the Field of Use, Licensee's reimbursement of costs for the shared Patent Rights shall be [The confidential material contained herein has been omitted and has been separately filed with the commission.]. In the event Licensee elects not pay the cost of filing, prosecuting or maintaining a particular Patent Right licensed to fileLicensee hereunder, prosecute and maintain each Quark Patent and Joint Patent, and Licensee shall notify Novartis as have no license under this Agreement 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 Quark Patent or Joint Patent in any country in which it was filed. Quark will provide such notices at least [*] prior to any filing or payment due date, or any other due date that requires action, in connection with such Patent Right. In Failure to pay an invoice by the event that Novartis wants to file patent applications in countries beyond those in which Quark decided to seek patent protectionabove due date, or if Novartis wants to prosecute and maintain such Quark Patents or Joint Patents in countries where Quark has elected shall be deemed an election not to continue pay such prosecution costs, and Licensee's license shall terminate as to such Patent Right only, after notice from CMCC and Licensee's failure to cure within thirty days; provided, however, should Licensee's failure to pay the invoice within the thirty (30) day cure period after such notice of termination be inadvertent ("inadvertent" shall mean one such failure to pay in any calendar year) and provided that such failure to pay by the invoice date or maintenance, Quark during the notice and cure period shall permit Novartis, at its sole discretion and expense but not result in a patent bar date in the name of Quark (for Quark Patents) and in the name of Quark and Novartis jointly (for Joint Patents)relevant U.S. or foreign patent office, to file or to continue prosecution or maintenance of such 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 defense of such 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 by reason of this Section 10.2(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) The Parties acknowledge that Quark Licensee shall have the right to separate any claims of a Quark pay the invoice within an additional thirty (30) day cure period and re-instate its license to such terminated Patent that are specific to the [*] of a Quark Patent and to file such claims in a separate patent application [*], including 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 patent applications resulting from the foregoing process that do not claim any [*] (“[*] Patents”) shall be excluded from the definition of Quark Patents and Quark Technology for purposes of this Agreement and the Option Agreement. Quark shall keep Novartis reasonably informed of the status of such [*] Patents, it being understood and agreed that Quark shall make all decisions relating theretoRights.