Common use of Prosecution and Maintenance of Patents Clause in Contracts

Prosecution and Maintenance of Patents. (a) Arbutus shall have the sole right and responsibility, in its sole discretion and at its sole cost and expense, to file, prosecute, maintain or abandon patent protection in the Territory for Arbutus Patents, post-grant review and similar proceedings. Arbutus shall notify Gritstone of all material developments and all significant actions to be taken in connection with prosecuting and maintaining the Arbutus Patents that Cover any Product and provide Gritstone with copies of all material filings or responses to be made to the patent authorities with respect to such Arbutus Patents and all other material submissions and correspondence with any patent authorities regarding such Arbutus Patents in sufficient time to allow for review and comment by Gritstone. Gritstone shall offer its comments or proposals, if any, promptly, and Arbutus shall not unreasonably reject any such comments and proposals. (b) Gritstone shall have the sole right and responsibility, in its sole discretion and at its sole cost and expense, to file, prosecute, maintain or abandon patent protection in the Territory for any Patent that is part of the Gritstone IP, or Product IP, including patent term extensions and defending opposition, re-examination, post-grant review and similar proceedings. (c) Subject to Section 6.2(d), [***], by counsel it selects to whom [***] has no reasonable objection, in consultation with [***], shall be responsible for the preparation, filing, prosecution and maintenance of the Patents Covering Joint IP in the countries selected by [***] in consultation with [***]. [***] shall provide [***] with access to all substantive documentation, filings and communications to or from the respective patent offices in the Territory with respect to the Joint Patents at reasonable times and on reasonable notice of at least [***] Business Days. [***] shall confer with and keep [***] reasonably informed regarding the status of such activities. (d) In the event that [***] desires to abandon, withdraw or otherwise discontinue the maintenance or prosecution of the Joint Patents in the Territory, [***] shall provide reasonable prior written notice to [***] of such intention (which notice shall, in any event, be given no later than [***] days prior to the next deadline for any action that may be taken with respect to such Patents with the applicable patent office) and [***] shall have the right, but not the obligation, to assume, at its expense, responsibility for the prosecution and maintenance thereof. (e) Except as provided in Section 6.2(d), all out-of-pocket costs and expenses incurred in the preparation, filing, prosecution and maintenance of any Patent that Covers Joint IP in the Territory shall be shared equally by the Parties. (f) Notwithstanding the foregoing, (i) Arbutus shall not file a patent application that includes any Gritstone IP or Gritstone Sole IP and (ii) Gritstone shall not file a patent application that includes any Arbutus Background IP, Arbutus Improvement IP or Arbutus Sole IP, in each case without the other Party’s prior written consent.

Prosecution and Maintenance of Patents. 8.2.1 Subject to Section 8.2.2, Section 8.2.3 and Section 8.2.4, (a) Arbutus shall have the sole right and responsibility, in its sole discretion and at its sole cost and expense, to file, prosecute, maintain or abandon patent protection in the Territory for Arbutus Patents, post-grant review and similar proceedings. Arbutus shall notify Gritstone of all material developments and all significant actions to be taken in connection with prosecuting and maintaining the Arbutus Patents that Cover any Product and provide Gritstone with copies of all material filings or responses to be made to the patent authorities with respect to such Arbutus Patents and all other material submissions and correspondence with any patent authorities regarding such Arbutus Patents in sufficient time to allow for review and comment by Gritstone. Gritstone shall offer its comments or proposals, if any, promptly, and Arbutus shall not unreasonably reject any such comments and proposals. (b) Gritstone shall have the sole right and responsibility, in its sole discretion and at its sole cost and expense, to file, prosecute, maintain or abandon patent protection in the Territory for any Patent that is part of the Gritstone IP, or Product IP, including patent term extensions and defending opposition, re-examination, post-grant review and similar proceedings. (c) Subject to Section 6.2(d), [***], by counsel it selects to whom [***] has no reasonable objection, in consultation with [***], shall be responsible for the preparation, filing, prosecution and maintenance of the Patents Covering Joint IP in the countries selected by [***] in consultation with [***]. [***] shall provide [***] with access to all substantive documentation, filings and communications to or from the respective patent offices in the Territory with respect to the Joint Patents at reasonable times and on reasonable notice of at least [***] Business Days. [***] shall confer with and keep [***] reasonably informed regarding the status of such activities. (d) In the event that [***] desires to abandon, withdraw or otherwise discontinue the maintenance or prosecution of the Joint Patents in the Territory, [***] shall provide reasonable prior written notice to [***] of such intention (which notice shall, in any event, be given no later than [***] days prior to the next deadline for any action that may be taken with respect to such Patents with the applicable patent office) and [***] each Party shall have the right, but not the obligation, at its sole expense to assumeProsecute and Maintain Patent Rights solely owned by such Party in accordance with Section 8.1 and (b) the Parties shall, through the Joint Patent Working Group, mutually agree on the Prosecution and Maintenance of Patent Rights that are jointly owned by the Parties in accordance with Section 8.1 (collectively, the “Joint Patent Rights”). 8.2.2 Following exercise of the Spark Option with respect to a particular Licensed Promoter, Spark shall have the first right to Prosecute and Maintain any Senti Patent Rights that [***] (the “Spark Responsibility Patents”), including as set forth in Section 8.2.4, using counsel reasonably acceptable to Senti, at Spark’s sole cost and expense. Spark shall keep Senti apprised of the status of the Prosecution and Maintenance of each Spark Responsibility Patent and shall promptly provide Senti with material correspondences received from any patent authorities in connection therewith. Further, Spark shall promptly provide Senti with drafts of all proposed material filings and correspondences to any patent authorities with respect to the Spark Responsibility Patents for Senti’s review and comment prior to the submission of such proposed filings and correspondences, and shall give reasonable consideration to any such comments promptly provided by Senti in connection therewith. If Spark decides to abandon or cease the Prosecution or Maintenance of any Spark Responsibility Patent, it shall promptly notify Senti thereof (in any event no later than [***] prior to the next deadline for any action in the relevant patent authority). Senti shall thereafter have the right, but not the obligation, to assume the Prosecution and Maintenance of such Spark Responsibility Patent, by counsel of its own choice, at Senti’s cost and expense, responsibility for the prosecution and maintenance thereof. 8.2.3 Following exercise of the Spark Option with respect to a particular Licensed Promoter, Senti shall have the first right to Prosecute and Maintain any Senti Patent Rights, [***] (ethe “Senti Responsibility Patents”) Except as using counsel reasonably acceptable to Spark, at Senti’s sole cost and expense. Senti shall keep Spark apprised of the status of each Senti Responsibility Patent and shall promptly provide Spark with material correspondences received from any patent authorities in connection therewith. Further, Senti shall promptly provide Spark with drafts of all proposed material filings and correspondences to any patent authorities with respect to the Senti Responsibility Patents for Spark’s review and comment prior to the submission of such proposed filings and correspondences and shall give reasonable consideration to any such comments promptly provided by Spark in Section 6.2(d)connection therewith. If Senti decides to abandon or cease the Prosecution or Maintenance of any Senti Responsibility Patent, all out-of-pocket costs and expenses incurred it shall promptly notify Spark thereof (in any event no later than [***] prior to the next deadline for any action in the preparationrelevant patent authority). Spark shall thereafter have the right, filingbut not the obligation, prosecution to assume the Prosecution and maintenance Maintenance of any Patent that Covers Joint IP in the Territory shall be shared equally such Senti Responsibility Patent, by the Partiescounsel of its own choice, at Spark’s cost and expense. (f) Notwithstanding 8.2.4 The Parties, through the Joint Patent Working Group, shall coordinate patent strategy with respect to Senti Patent Rights. Without limiting the generality of the foregoing, (i) Arbutus shall not file a patent application that includes any Gritstone IP or Gritstone Sole IP with respect to each Licensed Promoter, upon Spark’s reasonable request and (ii) Gritstone shall not file a patent application that includes any Arbutus Background IPat Spark’s sole cost and expense, Arbutus Improvement IP or Arbutus Sole IPthe Joint Patent Working Group shall, in each case without to the other Party’s prior written consentextent possible, [***].

Prosecution and Maintenance of Patents. 5.2.1 [*] Patents. (a) Arbutus Subject to Section 5.2.2, as between the Parties, [*] shall have the sole first right (but not the obligation) to Prosecute and responsibility, in its sole discretion Maintain the [*] Patents using outside counsel reasonably acceptable to [*]. [*] shall keep [*] informed as to material developments with respect to the Prosecution and at its sole cost and expense, to file, prosecute, maintain or abandon patent protection in the Territory for Arbutus Maintenance of such Patents, post-grant review and similar proceedings. Arbutus shall notify Gritstone of all material developments and all significant actions to be taken in connection with prosecuting and maintaining the Arbutus Patents that Cover any Product and provide Gritstone with including by timely providing copies of all material substantive office actions or any other substantive documents that [*] receives from or submits to any patent office, including notice of all interferences, reissues, re-examinations, oppositions or, subject to Section 5.7, requests for patent term extensions and providing [*] a reasonable opportunity to review and comment on all substantive filings or responses to be made to the patent authorities with respect to such Arbutus Patents and all other material submissions and correspondence communications with any patent authorities agency regarding such Arbutus Patents in sufficient time to allow for review and comment by Gritstone. Gritstone shall offer its comments or proposals, if any, promptly, and Arbutus shall not unreasonably reject any such comments and proposals[*] Patent. (b) Gritstone Subject to Section 5.2.2, as between the Parties, [*] shall have the sole first right (but not the obligation) to Prosecute and responsibility, in its sole discretion Maintain the [*] Patents. [*] shall keep [*] informed as to material developments with respect to the Prosecution and at its sole cost and expense, to file, prosecute, maintain or abandon patent protection in the Territory for any Patent that is part Maintenance of the Gritstone IP, or Product IP[*] Patents [*], including by providing copies of all substantive office actions or any other substantive documents that such Party receives from or submits to any patent term extensions office, including [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and defending oppositionfiled separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. notice of all interferences, reissues, re-examinationexaminations, post-grant review and similar proceedingsAIA Proceedings, oppositions or, subject to Section 5.7, requests for patent term extensions. (c) Subject to Section 6.2(d), [***], by Each Party shall designate appropriate patent counsel it selects to whom [***] has no reasonable objection, in consultation with [***], who shall be responsible for the preparation, filing, prosecution communicating and maintenance of the Patents Covering Joint IP in the countries selected by [***] in consultation consulting with [***]. [***] shall provide [***] with access to all substantive documentation, filings and communications to or from the respective patent offices in the Territory with respect to the Joint Patents at reasonable times and on reasonable notice of at least [***] Business Days. [***] shall confer with and keep [***] reasonably informed regarding the status of such activities. (d) In the event that [***] desires to abandon, withdraw or otherwise discontinue the maintenance or prosecution of the Joint Patents in the Territory, [***] shall provide reasonable prior written notice to [***] of such intention (which notice shall, in any event, be given no later than [***] days prior to the next deadline for any action that may be taken with respect to such Patents with the applicable patent office) and [***] shall have the right, but not the obligation, to assume, at its expense, responsibility for the prosecution and maintenance thereof. (e) Except as provided in Section 6.2(d), all out-of-pocket costs and expenses incurred in the preparation, filing, prosecution and maintenance of any Patent that Covers Joint IP in the Territory shall be shared equally by the Parties. (f) Notwithstanding the foregoing, (i) Arbutus shall not file a patent application that includes any Gritstone IP or Gritstone Sole IP and (ii) Gritstone shall not file a patent application that includes any Arbutus Background IP, Arbutus Improvement IP or Arbutus Sole IP, in each case without the other Party’s prior written consentappropriate patent counsel to determine from time to time which [*] Patents should be [*]. Such counsel shall confer within ninety (90) days of the Effective Date to [*] as to which [*] Patents shall be [*] and to determine the timing and process for [*] Patents going forward.

Prosecution and Maintenance of Patents. (a) Arbutus shall have In relation to the sole right prosecution and responsibilitymaintenance of Patents, the Parties agree as follows: 7.1.2.1 Responsibility of Nycomed in Relation to the Nycomed Technology and Nycomed's Solely-Owned Improvement Technology. Nycomed shall, in its sole discretion discretion, prepare, file, prosecute and maintain all Patents covering the Nycomed Technology and Nycomed's Solely-Owned Improvement Technology always provided, however, that Nycomed shall maintain the Nycomed Core Patents. Should Nycomed elect not to prepare, file, prosecute or maintain any Nycomed Additional Patent, then Nycomed shall, always provided that Nycomed is not subject to existing and future bona fide obligations towards [**] that prevent Nycomed from doing so, (i) provide Sepracor with written notice in sufficient time before any statutory bar date to permit Sepracor to prepare, file, prosecute and maintain such Patent, (ii) give Sepracor the right, at its election and sole cost and expense, to prepare, file, prosecuteprosecute or maintain such Patent in Sepracor's name, maintain or abandon patent protection in the Territory for Arbutus Patents, post-grant review and similar proceedings. Arbutus shall notify Gritstone of all material developments and all significant actions (iii) offer reasonable assistance to be taken Sepracor in connection with prosecuting and maintaining the Arbutus Patents that Cover any Product and provide Gritstone with copies of all material filings or responses to be made to the patent authorities with respect to such Arbutus Patents and all other material submissions and correspondence with any patent authorities regarding such Arbutus Patents in sufficient time to allow for review and comment by Gritstone. Gritstone shall offer its comments or proposals, if any, promptly, and Arbutus shall not unreasonably reject any such comments and proposals. (b) Gritstone shall have the sole right and responsibility, in its sole discretion and at its sole cost and expense, to file, prosecute, maintain or abandon patent protection in the Territory for any Patent that is part of the Gritstone IP, or Product IP, including patent term extensions and defending opposition, re-examination, post-grant review and similar proceedings. (c) Subject to Section 6.2(d), [***], by counsel it selects to whom [***] has no reasonable objection, in consultation with [***], shall be responsible for the preparation, filing, prosecution and or maintenance at no charge to Sepracor except for reimbursement of the Patents Covering Joint IP in the countries selected by [***] in consultation with [***]. [***] shall provide [***] with access to all substantive documentation, filings and communications to or from the respective patent offices in the Territory with respect to the Joint Patents at reasonable times and on reasonable notice of at least [***] Business Days. [***] shall confer with and keep [***] reasonably informed regarding the status of such activities. (d) In the event that [***] desires to abandon, withdraw or otherwise discontinue the maintenance or prosecution of the Joint Patents in the Territory, [***] shall provide reasonable prior written notice to [***] of such intention (which notice shall, in any event, be given no later than [***] days prior to the next deadline for any action that may be taken with respect to such Patents with the applicable patent office) and [***] shall have the right, but not the obligation, to assume, at its expense, responsibility for the prosecution and maintenance thereof. (e) Except as provided in Section 6.2(d), all out-of-pocket costs and expenses incurred in rendering such assistance, and (iv) assign to Sepracor at Sepracor's cost any such Patent that Sepracor elects to prepare, file, prosecute or maintain in its name pursuant to this Section 7.1.2.1 and use all reasonable efforts to co-operate with Sepracor in any such transfer. If Nycomed has an existing obligation to [**] that prevents it from carrying out its obligations pursuant (i)—(iv) above, Nycomed shall use its reasonable efforts to obtain [**] consent to disclose information to Sepracor. 7.1.2.2 Responsibility of Sepracor in Relation to Sepracor Technology and Sepracor's Solely-Owned Improvement Technology. Always subject to Section 7.1.1.2, Sepracor shall, in its sole discretion, prepare, file, prosecute and maintain all Patents covering the Sepracor Technology and Sepracor's Solely-Owned Improvement Technology. Should Sepracor elect not to prepare, file, prosecute or maintain any Patent covering the Sepracor Technology including, without limitation, Sepracor's Solely-Owned Improvement Technology, then Sepracor shall (i) provide Nycomed with written notice in sufficient time before any statutory bar date to permit Nycomed to prepare, file, prosecute and maintain such Patent, (ii) give Nycomed the right, at its election and sole expense, to prepare, file, prosecute or maintain such Patent in Nycomed's name, (iii) offer reasonable assistance to Nycomed in connection with such preparation, filing, prosecution or maintenance at no charge to Nycomed except for reimbursement of reasonable out-of-pocket expenses incurred in rendering such assistance, and maintenance of (iv) assign to Nycomed at Nycomed's cost any such Patent that Covers Joint IP Nycomed elects to prepare, file, prosecute or maintain in the Territory shall be shared equally by the Partiesits name pursuant to this Section 7.1.2.2 and use all reasonable efforts to co-operate with Nycomed in any such transfer. (f) Notwithstanding the foregoing, (i) Arbutus shall not file a patent application that includes any Gritstone IP or Gritstone Sole IP and (ii) Gritstone shall not file a patent application that includes any Arbutus Background IP, Arbutus Improvement IP or Arbutus Sole IP, in each case without the other Party’s prior written consent.

Prosecution and Maintenance of Patents. (a) Arbutus Sutro shall have be primarily responsible for and control the sole right preparation, filing, prosecution, and responsibilitymaintenance of the Sutro Patents in the Territory. Sutro shall, in its sole discretion and at its sole cost and expenseown cost, to file, prosecute, and maintain or abandon patent protection all Sutro Patents in the Territory for Arbutus after taking into account Licensee’s reasonable interests and requests after reasonable consultation with Licensee. Sutro shall provide Licensee with advance copies of, and a reasonable opportunity to comment upon, proposed patent filings, related prosecution strategies and proposed correspondence with patent officials, all to the extent in the Territory and relating to any Sutro Patents, post-grant review and similar proceedings. Arbutus shall notify Gritstone of all material developments and all significant actions to be taken in connection with prosecuting and maintaining the Arbutus Patents that Cover any Product and provide Gritstone with copies of all material filings or responses to be made to the patent authorities will consider comments received from Licensee with respect to such Arbutus Patents and all other material submissions proposed filings, strategies and correspondence with in the Territory in good faith. Sxxxx agrees to discuss in good faith any patent authorities regarding changes reasonably requested by Licensee to such Arbutus filings, strategies and correspondence in the Territory upon their being received. As relevant to the activities and interests of Licensee under this Agreement, Sutro shall promptly inform Licensee in writing of any change in the status of the Sutro Patents in sufficient time to allow for review and comment by Gritstone. Gritstone shall offer its comments or proposals, if any, promptly, and Arbutus shall not unreasonably reject any such comments and proposalsthe Territory. (b) Gritstone shall have If, during the sole right and responsibilityTerm, in its sole discretion and at its sole cost and expense, to file, prosecute, maintain or abandon patent protection Sxxxx decides that it is no longer interested in the Territory for any Patent that is part of the Gritstone IP, prosecution or Product IP, including patent term extensions and defending opposition, re-examination, post-grant review and similar proceedings. (c) Subject to Section 6.2(d), [***], by counsel it selects to whom [***] has no reasonable objection, in consultation with [***], shall be responsible for the preparation, filing, prosecution and maintenance of the Patents Covering Joint IP a particular Sutro Patent in the countries selected by [***] in consultation with [***]. [***] shall Territory, then, unless Sxxxx has a strategic rationale for ceasing such prosecution or maintenance, it will provide [***] with access written notice to all substantive documentation, filings and communications to or from the respective patent offices in the Territory with respect to the Joint Patents at reasonable times and on reasonable notice Licensee of such decision at least [***] Business Daysprior to the date that such Sutro Patent will become abandoned. [***] shall confer with and keep [***] reasonably informed regarding the status of such activities. (d) In the event that [***] desires to abandonLicensee may, withdraw or otherwise discontinue the maintenance or prosecution of the Joint Patents in the Territory, [***] shall provide reasonable prior upon written notice to [***] Sutro, cause Sutro not to cease the prosecution or maintenance of any such intention (which notice shall, in any event, be given no later than [***] days prior to the next deadline for any action that may be taken Sutro Patent with respect to such Patents with the applicable patent office) and [***] shall which Sutro does not have the right, but not the obligation, to assume, at its expense, responsibility a strategic rationale for the prosecution and maintenance abandonment thereof. (e) Except as provided in Section 6.2(d), all out-of-pocket costs and expenses incurred in the preparation, filing, prosecution and maintenance of any Patent that Covers Joint IP in the Territory shall be shared equally by the Parties. (f) Notwithstanding the foregoing, (i) Arbutus shall not file a patent application that includes any Gritstone IP or Gritstone Sole IP and (ii) Gritstone shall not file a patent application that includes any Arbutus Background IP, Arbutus Improvement IP or Arbutus Sole IP, in each case without the other Party’s prior written consent.

Prosecution and Maintenance of Patents. (a) Arbutus 13.1.1 Subject to Section 13.1.3, CG shall have the sole right and responsibility(but not the obligation) to prepare, in its sole discretion and at its sole cost and expense, to file, prosecuteprosecute and maintain the Licensed Patents. In connection therewith, maintain or abandon patent protection in the Territory for Arbutus Patents, post-grant review and similar proceedings. Arbutus shall notify Gritstone of all material developments and all significant actions to be taken in connection with prosecuting and maintaining the Arbutus Patents that Cover any Product and provide Gritstone with copies of all material filings or responses to be made to the patent authorities with respect to such Arbutus Patents and all other material submissions and correspondence with any patent authorities regarding such Arbutus Patents in sufficient time to allow for review and comment by Gritstone. Gritstone shall offer its comments or proposals, if any, promptly, and Arbutus shall not unreasonably reject any such comments and proposals. (b) Gritstone CG shall have the sole right and responsibility, in its sole discretion and at its sole cost and expenseauthority to select patent counsel, to file, prosecute, maintain or abandon patent protection in determine the Territory for any Patent that is part form and content of the Gritstone IP, or Product IP, including patent term extensions and defending opposition, re-examination, post-grant review and similar proceedings. (c) Subject to Section 6.2(d), [***], by counsel it selects to whom [***] has no reasonable objection, in consultation with [***], shall be responsible for the preparation, such filing, prosecution and maintenance documents and to make all decisions regarding whether to file, prosecute and maintain such Licensed Patents, and in which countries to do so. CG shall provide Lepu with copies of the all official correspondence (including, without limitation, applications, office actions and responses) relating to filing, prosecution and/or maintenance of Licensed Patents Covering Joint IP in the countries selected by [***] in consultation with [***]Territory. [***] Lepu may provide comments on such correspondence, and CG will give good faith consideration thereto. In order to facilitate Xxxx’s rights to comment, CG shall provide [***] with access to Lepu copies of all substantive documentation, filings such official correspondence and communications to or from the respective patent offices in the Territory with respect to the Joint Patents at reasonable times and on reasonable notice of any proposed responses by CG at least [***] Business Days. [***] shall confer with and keep [***] reasonably informed regarding the status of such activitiesprior to any filing or response deadlines. (d) In the event that [***] desires to abandon, withdraw or otherwise discontinue the maintenance or prosecution of the Joint Patents in the Territory, [***] 13.1.2 Lepu shall provide reasonable prior written notice to be responsible for [***] of such intention all costs incurred by CG after the Effective Date in connection with the filing, prosecution or maintenance of the Licensed Patents, including, but not limited to, (which notice shalla) filing fees, in (b) attorneys’ fees and other expenses associated with application preparation, prosecution, and maintenance, (c) all costs associated with reexamination, oppositions and interference proceedings, (d) maintenance fees and annuities, including, without limitation, any eventservice fees paid to an annuity payment service provider and (e) attorneys’ fees and filing fees associated with protest or appeal proceedings (collectively, be given no later than “Patent Costs”). Lepu shall pay CG Lepu’s share of Patent Costs within [***] days prior after receipt of an invoice from CG for such amounts that are supported with reasonable documentation for the amounts charged in such invoice. 13.1.3 CG shall not abandon prosecution or maintenance of any Licensed Patents without notifying Lepu in a timely manner of CG’s intention and reason therefor and providing Lepu with reasonable opportunity to comment upon such abandonment and to assume responsibility for prosecution or maintenance of such Licensed Patents as set forth below. In the next deadline for event that CG abandons prosecution or maintenance of Licensed Patents in the Territory at any time during the Term, Xxxx may assume prosecution responsibility therefor in the name of CG, and the costs associated with such prosecution shall be paid by Xxxx at its sole discretion. No such action that may be taken by Lepu will change the ownership or license provisions with respect to such Patents with the applicable patent office) and [***] shall have the right, but not the obligation, to assume, at its expense, responsibility for the prosecution and maintenance thereof. (e) Except as provided in Section 6.2(d), all out-of-pocket costs and expenses incurred in the preparation, filing, prosecution and maintenance of any Licensed Patent that Covers Joint IP in the Territory shall be shared equally unless agreed by the PartiesParties in writing. CG will execute all documents that Xxxx may reasonably request for such purposes. (f) Notwithstanding the foregoing, (i) Arbutus shall not file a patent application that includes any Gritstone IP or Gritstone Sole IP and (ii) Gritstone shall not file a patent application that includes any Arbutus Background IP, Arbutus Improvement IP or Arbutus Sole IP, in each case without the other Party’s prior written consent.

Prosecution and Maintenance of Patents. (a) Arbutus Genevant shall have the sole right and responsibility, in its sole discretion and at its sole cost and expense, to file, prosecute, maintain or abandon patent protection in the Territory for Arbutus PatentsGenevant Patents (and any Patent within Genevant IP), including patent term extensions and defending opposition, re-examination, post-grant review and similar proceedings. Arbutus Genevant shall (i) use reasonable efforts to notify Gritstone of all material developments and all significant actions to be taken in connection with prosecuting and maintaining the Arbutus Genevant Patents that Cover cover any Genevant LNP that, to Genevant’s knowledge, is included in any Product and (ii) provide Gritstone with copies of all material filings or responses to be made to the patent authorities updates with respect to such Arbutus Patents and all other material submissions and correspondence with any patent authorities regarding such Arbutus Patents in sufficient time to allow for review and comment by Gritstone. Gritstone shall offer its comments or proposals, if any, promptly, and Arbutus shall not unreasonably reject any such comments and proposalsthe foregoing upon Xxxxxxxxx’s reasonable request. (b) Gritstone shall have the sole right and responsibility, in its sole discretion and at its sole cost and expense, to file, prosecute, maintain or abandon patent protection in the Territory for any Patent that is part of the within Gritstone IP, or Product IP, including patent term extensions and defending opposition, re-examination, post-grant review and similar proceedings. (c) Subject to Section 6.2(d), [***], by counsel it selects and to whom [***] has no reasonable objectionconsents (such consent not to be unreasonably withheld, in consultation with [***]delayed or conditioned), shall be responsible for the preparation, filing, prosecution and maintenance of the Joint Patents Covering Joint IP in the countries selected by [***] in consultation with [***]. [***] shall provide [***] with access to all substantive documentation, filings and communications to or from the respective patent offices in the Territory with respect to the Joint Patents at reasonable times and on reasonable notice of at least [***] Business Days]. [***] shall confer with and keep [***] reasonably informed regarding the status of such activities. (d) In the event that [***] desires to abandon, withdraw or otherwise discontinue the maintenance or prosecution of the any Joint Patents Patent anywhere in the Territory, [***] shall provide reasonable prior written notice to [***] of such intention (which notice shall, in any event, be given no later than [***] days prior to the next deadline for any action that may be taken with respect to such Patents Joint Patent with the applicable patent office) and [***] shall have the right, but not the obligation, to assume, at its expense, responsibility for the prosecution and maintenance thereof. In the event that [***] desires to abandon its interest in any Joint Patent anywhere in the Territory, (i) [***] shall provide written notice to [***] and shall thereupon cease to have any cost-sharing obligation in respect thereof and (ii) such Joint Patent shall thereupon become [***]. (e) Except as provided in Section 6.2(d), all out-of-pocket costs and expenses incurred in the preparation, filing, prosecution and maintenance of any Joint Patent that Covers Joint IP in the Territory shall be shared equally by the Parties. (f) Notwithstanding anything in this Agreement to the foregoingcontrary, (i) Arbutus Genevant shall not file a patent application Patent that includes any claims directed to any Gritstone IP or Gritstone Sole IP and (ii) Gritstone shall not file a patent application that includes any Arbutus Background IP, Arbutus Improvement IP or Arbutus Sole IP, in each case without the other Party’s prior written consent.and

Prosecution and Maintenance of Patents. (a) Arbutus shall have the sole right and responsibility, in its sole discretion and at its sole cost and expense, to file, prosecute, maintain or abandon patent protection in the Territory for Arbutus Patents, or any Patents that are part of the Arbutus Improvement IP and the Arbutus IP, including patent term extensions and defending opposition, re-examination, post-grant review and similar proceedings. Arbutus shall will notify Gritstone Alexion of all material developments and all significant actions to be taken in connection with prosecuting and maintaining the Arbutus Patents that Cover any Product and provide Gritstone Alexion with copies of all material filings or responses to be made to the patent authorities with respect to such Arbutus Patents and all other material submissions and correspondence with any patent authorities regarding such Arbutus Patents in sufficient time to allow for review and comment by GritstoneAlexion. Gritstone shall Alexion will offer its comments or proposals, if any, promptly, and Arbutus shall will not unreasonably reject any such comments and proposals. (b) Gritstone Alexion shall have the sole right and responsibility, in its sole discretion and at its sole cost and expense, to file, prosecute, maintain or abandon patent protection in the Territory for any Patent that is part of the Gritstone IP, or Product Alexion IP, including patent term extensions and defending opposition, re-examination, post-grant review and similar proceedings. (c) Subject to Section 6.2(d), [***]Alexion, by counsel it selects to whom [***] Arbutus has no reasonable objection, in consultation with [***]Arbutus, shall be responsible for the preparation, filing, prosecution and maintenance of the Patents Covering Joint IP in the countries selected by [***] Alexion in consultation with [***]Arbutus. [***] Alexion shall provide [***] Arbutus with access to all substantive documentation, filings and communications to or from the respective patent offices in the Territory with respect to the Joint Patents at reasonable times and on reasonable notice of at least [***] 10 Business Days. [***] Alexion shall confer with and keep [***] Arbutus reasonably informed regarding the status of such activities. (d) In the event that [***] Alexion desires to abandon, withdraw or otherwise discontinue the maintenance or prosecution of the Joint Patents in the Territory, [***] Alexion shall provide reasonable prior written notice to [***] Arbutus of such intention (which notice shall, in any event, be given no later than [***] thirty (30) days prior to the next deadline for any action that may be taken with respect to such Patents with the applicable patent office) and [***] Arbutus shall have the right, but not the obligation, to assume, at its expense, responsibility for the prosecution and maintenance thereof. (e) Except as provided in Section 6.2(dsubsection (d), all out-of-pocket costs and expenses incurred in the preparation, filing, prosecution and maintenance of any Patent that Covers Joint IP in the Territory shall be shared equally by the Parties. (f) Notwithstanding the foregoing, (i) Arbutus shall not file a patent application that includes any Gritstone IP or Gritstone Sole IP and (ii) Gritstone shall not file a patent application that includes any Arbutus Background IP, Arbutus Improvement IP or Arbutus Sole IP, in each case without the other Party’s prior written consent.