Common use of Prior to Sanofi Participation Election Effective Date Clause in Contracts

Prior to Sanofi Participation Election Effective Date. Prior to the Sanofi Participation Election Effective Date (if any) for [***], [***] will have the first right (but not the obligation) to Prosecute and Maintain the [***], subject to the [***] backup rights described in Section 12.2.9(c). [***] will have the right to review and comment on the Prosecution and Maintenance of such [***], and [***]. In any [***], without the prior consent of [***], [***] will not [***]. If the Parties cannot agree on a particular action with respect to the Prosecution and Maintenance of such [***], then either Party may refer such dispute to an Independent Third Party Patent Counsel for resolution in accordance with the Patent Resolution Procedures. [***].

Prior to Sanofi Participation Election Effective Date. Prior to the Sanofi Participation Election Effective Date (if any) for [***]] will use Commercially Reasonable Efforts to Prosecute and Maintain, at its own expense, [***] will have the first right (but not the obligation) to Prosecute and Maintain the [***], subject to the [***] backup rights described in Section 12.2.9(c). [***] will have the right to review and comment on the Prosecution and Maintenance of such [***], and [***]. In any [***], without the prior consent of [***], [***] will not [***]. If the Parties cannot agree on a particular action with respect to the Prosecution and Maintenance of such any [***], then either Party may refer such dispute to an Independent Third Party Patent Counsel for resolution in accordance with the Patent Resolution Procedures. [***].

Prior to Sanofi Participation Election Effective Date. Prior to the Sanofi Participation Election Effective Date (if any) for [***], [***] will have the first right (but not the obligation) to Prosecute and Maintain the all [***], subject to the [***] backup rights described in Section 12.2.9(c). [***] will have the right to review and comment on the Prosecution and Maintenance of such [***], and [***]. In any [***], without the prior consent of [***], [***] will not [***]. If the Parties cannot agree on a particular action with respect to the Prosecution and Maintenance of such [***], then either Party may refer such dispute to an Independent Third Party Patent Counsel for resolution in accordance with the Patent Resolution Procedures. [***].

Prior to Sanofi Participation Election Effective Date. Prior to the Sanofi Participation Election Effective Date (if any) for [***], [***] will have the first right (but not the obligation) to Prosecute and Maintain the [***], subject to the [***] backup rights described in Section 12.2.9(c); provided that (i) [***] will not [***], and (ii) [***]. [***] will have the right to review and comment on the Prosecution and Maintenance of such the [***], and [***]. In any [***], without the prior consent of [***], [***] will not [***]. If the Parties cannot agree on a particular action with respect to the Prosecution and Maintenance of such the [***], then either Party may refer such dispute to an Independent Third Party Patent Counsel for resolution in accordance with the Patent Resolution Procedures. [***].

Prior to Sanofi Participation Election Effective Date. (i) [***]. Prior to the Sanofi Participation Election Effective Date (if any) for [***]Collaboration Target 1, [***] will have the first right (but not the obligation) use Commercially Reasonable Efforts to Prosecute and Maintain the Maintain, at its own expense [***], subject to . Without the prior consent of [***] backup rights described in Section 12.2.9(c)will not [***]. [***] will have the right to review and comment on the Prosecution and Maintenance of such the [***], and [***]. In any [***], without the prior consent of [***], [***] will not [***]. If the Parties cannot agree on a particular action with respect to the Prosecution and Maintenance of such the [***], then either Party may refer such dispute to an Independent Third Party Patent Counsel for resolution in accordance with the Patent Resolution Procedures. [***].

Prior to Sanofi Participation Election Effective Date. Prior to the Sanofi Participation Election Effective Date (if any) for [***], [***] will have the first right (but not the obligation) to Prosecute and Maintain the [***], subject to the [***] backup rights described in Section 12.2.9(c); provided that (i) [***] will not [***], and (ii) [***]. [***] will have the right to review and comment on the Prosecution and Maintenance of such the [***], and [***]. In any [***], without the prior consent of [***], [***] will not [***]. If the Parties cannot agree on a particular action with respect to the Prosecution and Maintenance of such the [***], then either Party may refer such dispute to an Independent Third Party Patent Counsel for resolution in accordance with the Patent Resolution Procedures. [***].

Prior to Sanofi Participation Election Effective Date. Prior to the Sanofi Participation Election Effective Date (if any) for [***], [***] will have the first right (but not the obligation) to Prosecute and Maintain the all [***], subject to the [***] backup rights described in Section 12.2.9(c). [***] will have the right to review and comment on the Prosecution and Maintenance of such [***], and [***]. In any [***], without the prior consent of [***], [***] will not [***]. If the Parties cannot agree on a particular action with respect to the Prosecution and Maintenance of such [***], then either Party may refer such dispute to an Independent Third Party Patent Counsel for resolution in accordance with the Patent Resolution Procedures. [***].

Prior to Sanofi Participation Election Effective Date. (i) [***]. Prior to the Sanofi Participation Election Effective Date (if any) for Collaboration Target 1, [***] will use Commercially Reasonable Efforts to Prosecute and Maintain, at its own expense, [***]. Within [***], [***] will have the first right (but not the obligation) to Prosecute and Maintain the will, at its own expense, [***], subject to . Without the prior consent of [***] backup rights described in Section 12.2.9(c)will not [***]. [***] will have the right to review and comment on the Prosecution and Maintenance of such the [***], and [***]. In any [***], without the prior consent of [***], [***] will not incorporate all reasonable comments from [***]. If the Parties cannot agree on a particular action with respect to the Prosecution and Maintenance of such the [***], then either Party may refer such dispute to an Independent Third Party Patent Counsel for resolution in accordance with the Patent Resolution Procedures. [***].

Prior to Sanofi Participation Election Effective Date. Prior to the Sanofi Participation Election Effective Date (if any) for [***]Collaboration Target 1, [***] will have the first right (but not the obligation) to Prosecute and Maintain the [***], subject to the [***] backup rights described in Section 12.2.9(c). [***] Sanofi will have the right to review and comment on the Prosecution and Maintenance of such [***], and [***]. In any Joint CT1 Patent that is not a [***], without the prior consent of [***], [***] will not present [***]. If the Parties cannot agree on a particular action with respect to the Prosecution and Maintenance of such [***], then either Party may refer such dispute to an Independent Third Party Patent Counsel for resolution in accordance with the Patent Resolution Procedures. [***].

Prior to Sanofi Participation Election Effective Date. Prior to the Sanofi Participation Election Effective Date (if any) for [***], [***] will have the first right (but not the obligation) to Prosecute and Maintain the all [***], subject to the [***] backup rights described in Section 12.2.9(c). [***] will have the right to review and comment on the Prosecution and Maintenance of such [***], and [***]. In any [***], without the prior consent of [***], [***] will not [***]. If the Parties cannot agree on a particular action with respect to the Prosecution and Maintenance of such [***], then either Party may refer such dispute to an Independent Third Party Patent Counsel for resolution in accordance with the Patent Resolution Procedures. [***].. 110

Prior to Sanofi Participation Election Effective Date. Prior to the Sanofi Participation Election Effective Date (if any) for [***], [***] will have the first right (but not the obligation) to Prosecute and Maintain the all [***], subject to the [***] backup rights described in Section 12.2.9(c). [***] will have the right to review and comment on the Prosecution and Maintenance of such [***], and [***]. In any [***], without the prior consent of [***], [***] will not [***]. If the Parties cannot agree on a particular action with respect to the Prosecution and Maintenance of such [***], then either Party may refer such dispute to an Independent Third Party Patent Counsel for resolution in accordance with the Patent Resolution Procedures. [***].