Common use of Patent Prosecution Clause in Contracts

Patent Prosecution. (a) Notwithstanding that UHN shall remain the owner of the Licensed Patents, as of the Effective Date, MBI shall assume responsibility for the preparation, filing, prosecution and maintenance of any Patents for the Licensed Technology, including, without limitation, the Licensed Patents, at its cost and expense, using patent counsel reasonably acceptable to UHN, and UHN shall arrange for the prompt transfer of such Patent files to MBI, as may the case may be. (b) UHN shall own and have responsibility for the preparation, filing, prosecution and maintenance of any Patents for the Improvements by UHN, unless and until licensed to MBI under Section 2.3. (c) MBI shall own and have responsibility for the preparation, filing, prosecution and maintenance of any Patents for the Improvements by MBI. (d) At any time during the Term, MBI, in MBI’s sole discretion, may determine that 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 identify any 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 patent is necessary, and MBI shall, upon receipt of such request from UHN, take all reasonable steps to cooperate with UHN in the applications and filing of patents, provided that UHN pays all costs of applying for, registering, and maintaining any such patents in any jurisdiction in which UHN determines that a patent is required.

Patent Prosecution. (a) Notwithstanding that UHN As between the Parties, Entasis has the first right to file, prosecute and maintain all Licensed Patents throughout the world, provided that, Entasis shall remain be responsible for the owner 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 PatentsPatents in the Territory, as of to the extent incurred by Entasis after the Effective Date, MBI shall assume responsibility for the preparation, filing, prosecution and maintenance of any Patents for the Licensed Technology, including, without limitation, the Licensed Patents, at its cost and expense, using patent counsel reasonably acceptable to UHN, and UHN shall arrange for the prompt transfer of such Patent files to MBI, as may the case may be. (b) UHN Entasis shall own consult with Zai and have responsibility for keep Zai reasonably informed of the preparationstatus 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, filing, prosecution Entasis shall promptly provide Zai with drafts of all proposed material filings and maintenance of correspondence to any patent authority in the Territory with respect to the Licensed Patents for Zai’s review and comment prior to the Improvements by UHNsubmission of such proposed filings and correspondences, unless and until licensed to MBI under Section 2.3Entasis shall consider Zai’s reasonable comments in good faith. (c) MBI Entasis shall own and have responsibility for the preparation, filing, notify Zai of any decision to cease prosecution and and/or maintenance of any Licensed Patents for in the Improvements by MBITerritory. 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) At any time during Each Party shall provide the Term, MBI, in MBI’s sole discretion, may determine that any particular Patent within the Licensed Patents in any particular country other Party all reasonable assistance and cooperation in the Territory should not be prosecuted patent prosecution efforts under this Section 13.2, including providing any necessary powers of attorney and executing any other required documents or maintained instruments 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 noticeprosecution. (e) UHN shall also have the right to identify any 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 patent is necessary, and MBI shall, upon receipt of such request from UHN, take all reasonable steps to cooperate with UHN in the applications and filing of patents, provided that UHN pays all costs of applying for, registering, and maintaining any such patents in any jurisdiction in which UHN determines that a patent is required.

Patent Prosecution. (a) Notwithstanding that UHN shall remain Quark will be responsible for filing, prosecuting and maintaining the owner of Quark Patents and any Joint Patents at its own cost and expense, through a Third Party law firm mutually agreed between the Licensed Patents, as of Parties. Novartis will fully cooperate with Quark in connection with the Effective Date, MBI shall assume responsibility for the preparation, filing, prosecution and maintenance of the Quark Patents and any Patents for the Licensed Technology, including, without limitation, the Licensed Joint Patents, at its cost including by providing access to relevant persons and expense, using patent counsel executing all documentation reasonably acceptable to UHN, requested by Quark. Quark will consult with Novartis and UHN shall arrange for keep Novartis reasonably informed of the prompt transfer status of such Patent files to MBIQuark Patents and Joint Patents, as may the case may beit being understood and agreed that Quark shall make all decisions relating thereto. (b) UHN 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 own 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 have responsibility 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 preparationname of Quark and Novartis jointly (for Joint Patents), filing, to file or to continue prosecution and or maintenance of any Patents for the Improvements by UHN, unless and until licensed to MBI under Section 2.3such Quark Patent or Joint Patent. (c) MBI shall own 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 have responsibility Novartis responsible for [*] of the preparationcost associated with such defense. Notwithstanding the foregoing, filing, prosecution and maintenance the defense of any Patents for patent challenges filed (e.g. as a counterclaim) in connection with a infringement action brought under Section 10.3 shall be controlled by the Improvements Party bringing such infringement action. In the event Novartis is controlling the defense of a challenge to a Quark Patent by MBIreason 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) At any time during the Term, MBI, in MBI’s sole discretion, may determine The Parties acknowledge that 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, Quark 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 identify separate any process, use or products relating claims of a Quark Patent that are specific to the Licensed Technology arising out [*] 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 Research ProgramOption Agreement. For the avoidance of doubt, and/or any jurisdiction in which, in patent applications resulting from the opinion foregoing process that do not claim any [*] (“[*] Patents”) shall be excluded from the definition of UHN, a patent is necessary, Quark Patents and MBI shall, upon receipt Quark Technology for purposes of this Agreement and the Option Agreement. Quark shall keep Novartis reasonably informed of the status of such request from UHN[*] Patents, take it being understood and agreed that Quark shall make all reasonable steps to cooperate with UHN in the applications and filing of patents, provided that UHN pays all costs of applying for, registering, and maintaining any such patents in any jurisdiction in which UHN determines that a patent is requireddecisions relating thereto.

Patent Prosecution. (a) Notwithstanding that UHN shall remain the owner of the Additional Licensed Patents, as of the Effective Date, MBI shall assume responsibility for the preparation, filing, prosecution and maintenance of any Patents for the Additional Licensed Technology, including, without limitation, the Additional Licensed Patents, at its cost and expense, using patent counsel reasonably acceptable to UHN, and UHN shall arrange for the prompt transfer of such Patent files to MBI, as may the case may be. (b) UHN shall own and have responsibility for the preparation, filing, prosecution and maintenance of any Patents for the Improvements by UHN, unless and until licensed to MBI under Section 2.3. (c) MBI shall own and have responsibility for the preparation, filing, prosecution and maintenance of any Patents for the Improvements by MBI. (d) At any time during the Term, MBI, in MBI’s sole discretion, may determine that 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 identify any 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 patent is necessary, and MBI shall, upon receipt of such request from UHN, take all reasonable steps to cooperate with UHN in the applications and filing of patents, provided that UHN pays all costs of applying for, registering, and maintaining any such patents in any jurisdiction in which UHN determines that a patent is required.

Patent Prosecution. (a) Notwithstanding that UHN AGIX shall remain manage all patent prosecution activities on the owner Patent Rights and patent applications on Joint Improvements in consultation with NJMRC and take into account all suggestions made by NJMRC including the addition of new claims. NJMRC shall cooperate fully with AGIX in the preparation, filing and prosecution of all patent applications pursuant to this Agreement, which cooperation shall include, but not be limited to, execution by NJMRC and its faculty and other employees of any and all such papers and instruments as are necessary or helpful to AGIX in preparing, filing and prosecuting such patent applications. All approved out-of-pocket cost incurred for such cooperation will be reimbursed by AGIX. AGIX shall diligently and in a timely manner provide NJMRC with copies of all documents relating to the prosecution, maintenance, and validity of the Licensed PatentsPatent Rights including but not limited to correspondence with any patent office concerning the Patent Rights. AGIX shall further provide an opportunity for NJMRC to comment upon such correspondence and such comments shall be taken into account in prosecution activities. AGIX shall consult with NJMRC in such prosecution and maintenance, as and shall diligently seek strong and broad claims under the Patent Rights and shall not abandon prosecution of any patent application or any of the Effective Dateclaims of the Patent Rights without first notifying NJMRC in a timely manner of AGIX's intention and reason therefore, MBI shall and providing NJMRC with a reasonable opportunity to assume responsibility for the preparation, filing, prosecution and maintenance of any Patents for the Licensed Technology, including, without limitation, the Licensed Patents, at its cost and expense, using patent counsel reasonably acceptable to UHN, and UHN shall arrange for the prompt transfer of such Patent files to MBI, as may the case may beRights. (b1) UHN NJMRC shall be free to file, prosecute or maintain any patents covering such patent or patent application at its own expense, and have responsibility for (2) such patent or patent application shall be excluded under the preparation, Exclusive License granted under Section II of this Agreement. These NJMRC rights related to patent filing, prosecution prosecution, and maintenance of any Patents will be only for the Improvements by UHN, unless and until licensed to MBI under Section 2.3. (c) MBI shall own and have responsibility for the preparation, those major pharmaceutical market countries where AGIX has no ongoing patent filing, prosecution and maintenance of any Patents for the Improvements by MBI. (d) At any time during the Termprosecution, MBI, in MBI’s sole discretion, may determine that 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 noticeactivities. (e) UHN shall also have the right to identify any 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 patent is necessary, and MBI shall, upon receipt of such request from UHN, take all reasonable steps to cooperate with UHN in the applications and filing of patents, provided that UHN pays all costs of applying for, registering, and maintaining any such patents in any jurisdiction in which UHN determines that a patent is required.

Patent Prosecution. (a) Licensor will diligently file and prosecute the Licensed Patents and timely pay all maintenance fees in connection with any issued Patents that are part of or become part of the Licensed Patents. Notwithstanding the foregoing, Licensor shall have the right in its sole discretion to abandon any such issued Patents by not paying the respective maintenance fee. If Licensor intends to abandon any such issued Patent that UHN shall remain the owner 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 such intention at least thirty (30) days prior to the Effective Dateintended abandonment date. If Licensor fails to diligently file and prosecute the Licensed Patents or otherwise fails to maintain any Licensed Patents in force, MBI then STI may elect to file or take over the prosecution or maintenance of any such Licensed Patents, and STI shall assume responsibility for 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 preparationresults obtained from such prosecution or maintenance of any Licensed Patent and further provided that any and all expenses incurred in connection therewith shall be creditable against amounts owed by STI to Licensor hereunder. Licensor agrees to reasonably cooperate with STI in preparing, filing, prosecution and maintenance of any Patents for the Licensed Technology, including, without limitation, the Licensed Patents, at its cost and expense, using patent counsel reasonably acceptable to UHN, and UHN shall arrange for the prompt transfer of such Patent files to MBI, as may the case may be. (b) UHN shall own and have responsibility for the preparation, filing, prosecution and maintenance of any Patents for the Improvements by UHN, unless and until licensed to MBI under Section 2.3. (c) MBI shall own and have responsibility for the preparation, filing, prosecution and maintenance of any Patents for the Improvements by MBI. (d) At any time during the Term, MBI, in MBI’s sole discretion, may determine that 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 identify any 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 patent is necessary, and MBI shall, upon receipt of such request from UHN, take all reasonable steps to cooperate with UHN in the applications and filing of patents, provided that UHN pays all costs of applying for, registeringprosecuting, and maintaining any such patents in Licensed Patents and Licensor agrees to execute any jurisdiction in which UHN determines that a patent is required.documents as shall be necessary or desirable for such purpose

Patent Prosecution. (a) Notwithstanding that UHN A. CMCC shall remain have primary responsibility for applying for, prosecuting and maintaining the owner Patent Rights during the term of this Agreement, including patent protection for inventions made pursuant to the Licensed Patents, as of the Effective Date, MBI Sponsored Research Agreement. CMCC shall assume responsibility at its discretion be responsible for the preparation, filing, prosecution and maintenance of any Patents 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 Licensed Technologyfiling, including, without limitation, prosecution and/or maintenance of such application or patent in CMCC's name at Licensee's expense. Licensee shall have the Licensed Patentsoption, at its cost expense and expensediscretion, using patent counsel reasonably acceptable to UHNfile, foreign file, prosecute or maintain any such applications or patents. CMCC agrees to execute, and UHN agrees to use reasonable efforts to ensure that its employees shall arrange for the prompt transfer 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 files Right licensed to MBILicensee hereunder, as may the case may beLicensee shall have no license under this Agreement to any such Patent Right. (b) UHN C. Licensee shall own reimburse to CMCC the amount of all fees and have responsibility for costs relating to the preparation, filing, prosecution and maintenance of the Patent Rights incurred after the Effective Date. CMCC shall provide to Licensee an itemized invoice of all such fees and Licensee shall pay to CMCC all amounts due under said invoice within thirty (30) days of the date of said invoice. In the event CMCC licenses rights under any Patents of the Patent Rights to one or more commercial third parties outside the Field of Use, Licensee's reimbursement of costs for the Improvements by UHNshared 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, unless and until prosecuting or maintaining a particular Patent Right licensed to MBI Licensee hereunder, Licensee shall have no license under Section 2.3. this Agreement to any such Patent Right. Failure to pay an invoice by the above due date, shall be deemed an election not to pay such 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 (c30) MBI day cure period after such notice of termination be inadvertent ("inadvertent" shall own mean one such failure to pay in any calendar year) and have responsibility for provided that such failure to pay by the preparation, filing, prosecution and maintenance of any Patents for the Improvements by MBI. (d) At any time invoice date or during the Term, MBI, notice and cure period shall not result in MBI’s sole discretion, may determine that any particular Patent within the Licensed Patents in any particular country a patent bar date in the Territory should not be prosecuted relevant U.S. or maintained for legal or commercial reasons andforeign patent office, in such event, Licensee 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 identify any process, use or products relating pay the invoice within an additional thirty (30) day cure period and re-instate its license to the Licensed Technology arising out of the Research Program, and/or any jurisdiction in which, in the opinion of UHN, a patent is necessary, and MBI shall, upon receipt of such request from UHN, take all reasonable steps to cooperate with UHN in the applications and filing of patents, provided that UHN pays all costs of applying for, registering, and maintaining any such patents in any jurisdiction in which UHN determines that a patent is requiredterminated Patent Rights.

Patent Prosecution. (a) Notwithstanding that UHN shall remain the owner of the Licensed Patents, The Licensor Patent Rights in existence as of the Effective Date, MBI Execution Date are listed in Schedule B hereto. The Parties shall assume responsibility for update such Schedule as appropriate (and at least once per Calendar Quarter) to add to Schedule B each Patent filed after the preparation, filing, prosecution and maintenance of any Patents for the Licensed Technology, including, without limitation, the Licensed Patents, at Execution Date that is owned or Controlled by Licensor or its cost and expense, using patent counsel reasonably acceptable to UHN, and UHN shall arrange for the prompt transfer of such Affiliates which would constitute a Licensor Patent files to MBI, as may the case may behereunder. (b) UHN shall own and have responsibility Licensor, at its expense, will be responsible for the preparation, filing, prosecution prosecuting and maintenance maintaining the Licensor Patent Rights, with Novartis having the right to review and comment on drafts of any Patents for substantive patent submissions with respect thereto. Licensor will keep Novartis regularly and fully informed of the Improvements by UHNstatus of such Licensor Patent Rights and provide copies of all substantive documentation submitted to, unless and until licensed to MBI under Section 2.3or received from, the patent offices in connection therewith. (c) MBI Licensor shall own give timely notice to 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 Licensor Patent Right on a country-by-country basis and, in such case, shall permit Novartis, at its sole discretion and have expense, to file or to continue prosecution or maintenance of such Licensor Patent Right. Licensor 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. If Novartis assumes responsibility for any Licensor Patent Right pursuant to this Section, then Novartis shall have the preparation, right to offset the amount of all costs incurred by Novartis in connection with filing, prosecution prosecuting and maintenance of maintaining such Licensor Patent Right, if not previously reimbursed, in whole or in part, against any Patents for the Improvements by MBIMilestone Payments or royalties due to Licensor hereunder. (d) At any time during the Term, MBI, in MBI’s sole discretion, may determine that 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. UHNNovartis, at UHN’s cost its expense, will be solely responsible for filing, prosecuting and expense and in UHN’s sole discretion, may continue prosecution and/or maintenance of maintaining any particular Patent identified in such noticeRights owned solely by Novartis at its own expense. (e) UHN shall also have Novartis, at its expense, will be responsible for filing, prosecuting and maintaining the Joint Patents, with Licensor having the right to identify any process, use or products relating to the Licensed Technology arising out review and comment on drafts of substantive patent submissions with respect thereto. Novartis will keep Licensor regularly and fully informed of the Research Programstatus 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 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 jurisdiction in whichJoint Patent on a country-by-country basis and, in the opinion of UHNsuch case, a patent is necessaryshall permit Licensor, at its sole discretion and MBI shallexpense, upon receipt to file or to continue prosecution or maintenance of such request from UHNJoint Patent. Novartis will provide such notice at least ******** days prior to any filing or payment due date, take all reasonable steps or any other due date that requires action, in connection with such Patent Right. (g) The Parties agree that Joint Patents shall be exclusively licensed to cooperate Novartis in accordance with UHN in the applications and filing terms of patents, provided that UHN pays all costs of applying for, registering, and maintaining any such patents in any jurisdiction in which UHN determines that a patent is requiredthis Agreement.

Patent Prosecution. (a) Notwithstanding that UHN shall remain Conatus will be responsible for filing, prosecuting and maintaining the owner of Conatus Patents at its own cost and expense, through a Third Party law firm mutually agreed between the Licensed PatentsParties, as of such agreement not to be unreasonably withheld, delayed, or conditioned. Novartis will fully cooperate with Conatus in connection with the Effective Date, MBI shall assume responsibility for the preparation, filing, prosecution and maintenance of any Patents for the Licensed Technology, including, without limitation, the Licensed Conatus Patents, at its cost including by providing access to relevant persons and expense, using patent counsel executing all documentation reasonably acceptable requested by Conatus. Conatus will consult with Novartis and keep Novartis reasonably informed and invite to UHN, and UHN shall arrange for give input of the prompt transfer status of such Patent files to MBIConatus Patents, as may the case may beit being understood and agreed that Conatus shall make all decisions relating thereto. (b) UHN 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 Conatus Patent and shall own 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 Conatus Patent in any country in which it was filed. 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 Conatus decided to seek patent protection, or if Novartis wants to prosecute and have responsibility maintain such Conatus Patents in countries where Conatus has elected not to continue such prosecution or maintenance, Conatus shall permit Novartis, at its sole discretion and expense but in the name of Novartis to file or to continue prosecution or maintenance of such 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 preparationParties, 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 for 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 Improvements by UHN, unless name of Conatus and until licensed Novartis jointly to MBI under Section 2.3. (c) MBI shall own and have responsibility for the preparation, filing, file or to continue prosecution and or maintenance of any Patents for the Improvements by MBIsuch Joint Patent. (d) At any time during After the Term, MBI, in MBI’s sole discretion, may determine that 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 identify any process, use or products relating to the Licensed Technology arising out of the Research Program, and/or any jurisdiction in whichLicense Effective Date, in the opinion of UHNevent that any patent or patent application included in Conatus Patents or Joint Patents is challenged by a Third Party, a patent is necessaryincluding opposition or reexamination, and MBI shall, upon receipt of such request from UHN, take all reasonable steps the Parties agree to cooperate with UHN each other in the applications and filing defense of patentssuch patent or patent application, with Novartis responsible for the costs associated with such defense, provided that UHN pays all each of Conatus and Novartis shall be responsible for [***] percent ([***]%) of the costs associated with the defense of applying forany Conatus Patents in the United States, registeringthe Major European Markets and/or Japan. [***] Notwithstanding the foregoing, the cost and maintaining 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 patents 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 10.2(d) or 10.3, Novartis shall meet and confer with Conatus on a periodic basis to discuss such defense and shall consider in good faith any jurisdiction in which UHN determines that a patent is requiredissues raised by Conatus. *** 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.

Patent Prosecution. (a) Notwithstanding that UHN As between the Parties, Oyster Point shall remain have the owner of first right (but not the obligation) to file, prosecute and maintain all Licensed Patents, as of Patents [ * ] throughout the Effective Date, MBI shall assume responsibility for the preparation, filing, prosecution and maintenance of any Patents for the Licensed Technology, including, without limitation, the Licensed Patents, world at its cost own costs and expense. As between the Parties, using patent counsel reasonably acceptable [ * ] to UHNfile, prosecute and maintain all Patents claiming Joint Other Inventions (“Joint Other Patents”) throughout the world, and UHN the costs incurred by [ * ] shall arrange for be shared equally between the prompt transfer of such Patent files to MBI, as may the case may beParties. (b) UHN Oyster Point shall own consult with Ji Xing and have responsibility for keep Ji Xing reasonably informed of the preparationstatus of the Licensed Patents and Joint Other 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, filing, prosecution Oyster Point shall promptly provide Ji Xing with drafts of all proposed [ * ] filings and maintenance of 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 Improvements by UHNTerritory, unless and until licensed to MBI under Section 2.3provided that Ji Xing shall provide such comments at least [ * ]. (c) MBI Oyster Point shall own promptly notify Ji Xing of any decision to cease prosecution and/or maintenance of any Licensed Patents or Joint Other Patents in any Region in the Territory. Oyster Point shall provide such notice a reasonable time prior to any filing or payment due date [ * ]. In such event, Oyster Point shall permit Ji Xing, at Ji Xing’s discretion and have responsibility for expense, to continue the preparation, filing, prosecution and maintenance of any Patents for such Licensed Patent or Joint Other Patent in such Region in the Improvements by MBITerritory, and [ * ]. (d) At any time during Each Party shall provide the Term, MBI, in MBI’s sole discretion, may determine that any particular Patent within the Licensed Patents in any particular country other Party all reasonable assistance and cooperation in the Territory should not be prosecuted patent prosecution efforts under this Section 9.2, including providing any necessary powers of attorney and executing any other required documents or maintained instruments 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 noticeprosecution. (e) UHN shall also have the right to identify any 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 patent is necessary, and MBI shall, upon receipt of such request from UHN, take all reasonable steps to cooperate with UHN in the applications and filing of patents, provided that UHN pays all costs of applying for, registering, and maintaining any such patents in any jurisdiction in which UHN determines that a patent is required.

Patent Prosecution. a. Within ninety (a90) Notwithstanding that UHN 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 made with respect to such Invention. However, in no event shall remain 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 owner absence of the Licensed Patentsexecution 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 to whom the 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 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 prosecuting such patent applications, including attorneys' fees, taxes, annuities, issue fees, working fees, maintenance fees and renewal charges provided, however, that the exclusive license option granted to MultiCell pursuant to Section 4(a) of this Agreement or any license obtained pursuant to Section 4(b) of this Agreement is still in force. c. Both parties agree to cooperate with the other party to execute all lawful papers and instruments, to make all rightful oaths and declarations and to provide consultation and assistance as of the Effective Date, MBI shall assume responsibility for may be necessary in the preparation, filingprosecution, maintenance, and reinforcement of all such patent applications and patents. d. If the MultiCell does not wish to have a patent application filed or prosecution continued with respect to an Invention in a particular country or countries, Maxim may file such application or continue prosecution at its own expense, and maintenance Maxim will be free to enter into a licensing agreement for or otherwise dispose of any Patents its patent rights in such Invention for the Licensed Technology, including, without limitation, the Licensed Patents, countries for which Maxim has filed such applications or continued such prosecution at its cost and expense, using patent counsel reasonably acceptable to UHN, and UHN shall arrange for the prompt transfer of such Patent files to MBI, as may the case may beown expense with any other person or persons on any terms. (b) UHN shall own and have responsibility for the preparation, filing, prosecution and maintenance of any Patents for the Improvements by UHN, unless and until licensed to MBI under Section 2.3. (c) MBI shall own and have responsibility for the preparation, filing, prosecution and maintenance of any Patents for the Improvements by MBI. (d) At any time during the Term, MBI, in MBI’s sole discretion, may determine that 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 identify any 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 patent is necessary, and MBI shall, upon receipt of such request from UHN, take all reasonable steps to cooperate with UHN in the applications and filing of patents, provided that UHN pays all costs of applying for, registering, and maintaining any such patents in any jurisdiction in which UHN determines that a patent is required.

Patent Prosecution. (a) Notwithstanding that UHN NexMed will be responsible for filing, prosecuting and maintaining the NexMed Patent Rights through an outside law firm reasonably acceptable to Novartis. Novartis shall remain 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 owner filing, prosecution and maintenance of the Licensed PatentsNexMed 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 maintaining its Patent Rights. NexMed will be responsible for filing, prosecuting and maintaining the DDAIP Patent Rights at its own cost and expense. (b) NexMed will keep Novartis informed of the status of the NexMed Patent Rights being prosecuted by it and will provide to Novartis copies of substantive documentation submitted to, or received from, the patent offices in connection therewith. NexMed shall allow for review and 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 may result. Novartis shall offer its comments promptly. (c) NexMed will notify 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 NexMed Patent Rights on a country-by-country basis. 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 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 DDAIP Patent Rights to Novartis, subject to any Third Party rights existing as of the Effective Date, MBI Novartis shall assume responsibility for have the preparation, filing, prosecution and maintenance of any Patents for the Licensed Technology, including, without limitation, the Licensed Patentsright, at its cost sole discretion and expense, using patent counsel reasonably acceptable to UHN, and UHN shall arrange for the prompt transfer file or to continue prosecution or maintenance of such NexMed Patent files to MBI, as may the case may beRights. (b) UHN shall own and have responsibility for the preparation, filing, prosecution and maintenance of any Patents for the Improvements by UHN, unless and until licensed to MBI under Section 2.3. (c) MBI shall own and have responsibility for the preparation, filing, prosecution and maintenance of any Patents for the Improvements by MBI. (d) At any time during the Term, MBI, in MBI’s sole discretion, may determine that 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 identify any 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 patent is necessary, and MBI shall, upon receipt of such request from UHN, take all reasonable steps to cooperate with UHN in the applications and filing of patents, provided that UHN pays all costs of applying for, registering, and maintaining any such patents in any jurisdiction in which UHN determines that a patent is required.

Patent Prosecution. (a) Notwithstanding that UHN As between the Parties, Entasis has the first right to file, prosecute and maintain all Licensed Patents throughout the world, provided that, Entasis shall remain be responsible for the owner 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 PatentsPatents in the Territory, as of to the extent incurred by Entasis after the Effective Date, MBI shall assume responsibility for the preparation, filing, prosecution and maintenance of any Patents for the Licensed Technology, including, without limitation, the Licensed Patents, at its cost and expense, using patent counsel reasonably acceptable to UHN, and UHN shall arrange for the prompt transfer of such Patent files to MBI, as may the case may be. (b) UHN Entasis shall own consult with Zai and have responsibility for keep Zai reasonably informed of the preparationstatus 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, filing, prosecution Entasis shall promptly provide Zai with drafts of all proposed material filings and maintenance of correspondence to any patent authority in the Territory with respect to the Licensed Patents for Zai’s review and comment prior to the Improvements by UHNsubmission of such proposed filings and correspondences, unless and until licensed to MBI under Section 2.3Entasis shall consider Zai’s reasonable comments in good faith. (c) MBI Entasis shall own and have responsibility for the preparation, filing, notify Zai of any decision to cease prosecution and and/or maintenance of any Licensed Patents for in the Improvements by MBITerritory. 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) At any time during Each Party shall provide the Term, MBI, in MBI’s sole discretion, may determine that any particular Patent within the Licensed Patents in any particular country other Party all reasonable assistance and cooperation in the Territory should not be prosecuted patent prosecution efforts under this Section 13.2, including providing any necessary powers of attorney and executing any other required documents or maintained instruments 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 noticeprosecution. (e) UHN shall also have the right to identify any 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 patent is necessary, and MBI shall, upon receipt of such request from UHN, take all reasonable steps to cooperate with UHN in the applications and filing of patents, provided that UHN pays all costs of applying for, registering, and maintaining any such patents in any jurisdiction in which UHN determines that a patent is required.