Common use of Prosecution and Maintenance Clause in Contracts

Prosecution and Maintenance. AKERO shall have the first right to file, prosecute and maintain all Patent Rights specified under Licensed Patents, at AKERO’s sole expense using outside counsel reasonably acceptable to AMGEN. AKERO will use Commercially Reasonable Efforts to prepare, file, prosecute, defend and maintain all Patent Rights specified under Licensed Patents; provided, however, that AKERO does not represent or warrant that any patent will issue or be granted based on patent applications contained in the Licensed Patents. AMGEN shall reasonably cooperate with AKERO’s requests for data, affidavits, and other information and assistance to support prosecution and maintenance of the Patent Rights in the Licensed Patents; provided, however, that AKERO shall reimburse AMGEN for its reasonable expenses with respect to such cooperation (including AMGEN’s or its Affiliate’s employee’s time at the FTE Rate), within forty-five (45) days of receiving a written invoice therefor. AKERO shall keep AMGEN reasonably informed, in person or by telephone or email, regarding the status of such prosecution and maintenance activities, and AKERO shall promptly upon receipt forward to AMGEN copies of any significant office actions, communications, and correspondence relating CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. to the Licensed Patents. AMGEN shall have the right to comment on and to discuss prosecution and maintenance activities with AKERO, and AKERO shall consider the same in good faith and shall provide AMGEN with copies of all proposed filings and correspondence to give AMGEN the opportunity to review and comment.

Prosecution and Maintenance. AKERO Wyeth shall have be responsible for the first right to filepreparation, prosecute filing, prosecution and maintain all Patent Rights specified under Licensed Patentsmaintenance (including, at AKERO’s sole expense using outside counsel reasonably acceptable to AMGEN. AKERO will use Commercially Reasonable Efforts to preparewithout limitation, fileany interferences, prosecuteoppositions, defend reissue proceedings and maintain all Patent Rights specified under Licensed Patents; providedreexaminations), however, that AKERO does not represent or warrant that any patent will issue or be granted based on patent applications contained in of the Licensed Wyeth Patents. AMGEN Wyeth shall reasonably cooperate consult with AKERO’s requests for dataDOV with respect to the preparation, affidavitsfiling, and other information and assistance to support prosecution and maintenance of the Patent Rights Wyeth Primary Patents and DOV agrees to reasonably cooperate with Wyeth in such activities. Wyeth shall keep DOV advised of the Licensed Patents; provided, however, that AKERO status of such activities and shall reimburse AMGEN for its reasonable expenses also inform DOV in a timely manner of any material communications Wyeth receives from the relevant patent office with respect to such cooperation (including AMGEN’s activities. Wyeth shall give notice to DOV of any desire to cease preparation, filing, prosecution or its Affiliate’s employee’s time at the FTE Rate), within fortymaintenance of any Wyeth Primary Patent on a country-five (45) days of receiving a written invoice therefor. AKERO shall keep AMGEN reasonably informed, in person or by telephone or email, regarding the status of such prosecution and maintenance activitiesby-country basis, and AKERO shall promptly upon receipt forward to AMGEN copies of any significant office actionsin such case, communications, and correspondence relating CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. to the Licensed Patents. AMGEN DOV shall have the right to comment on and elect to discuss continue preparation, filing, prosecution and maintenance of such Wyeth Primary Patent. In the event that DOV elects to continue any such activities for such Wyeth Primary Patent, DOV shall reasonably consult with AKEROWyeth with respect thereto and shall consider in good xxxxx Xxxxx’x reasonable views with respect to such activities, and AKERO Wyeth agrees to transfer to DOV all information reasonably requested by DOV for DOV to conduct such activities and to otherwise reasonably cooperate with DOV in such actions. DOV shall keep Wyeth advised of the status of such actions and shall also inform Wyeth in a timely manner of any material communications DOV receives from the relevant patent office with respect to such activities. Each party shall bear its own costs with respect to any preparation, filing, prosecution and maintenance of any Wyeth Patent for which it is responsible. Upon DOV’s reasonable request, Wyeth shall consider the same in good faith prosecuting in a separate Patent application any claim(s) concerning Product or Marketed Product that if separated into a separate Patent would thereby qualify as a “Wyeth Primary Patent” under clause (iv) of that definition instead of being included in another Wyeth Patent that is a “Wyeth Secondary Patent” hereunder, provided that (i) such separation and additional Patent shall provide AMGEN with copies not adversely affect the patentability, validity or enforceability any of all proposed filings the other Wyeth Patents or any other Patents owned or controlled by Wyeth or any of its Affiliates, and correspondence to give AMGEN the opportunity to review (ii) DOV shall be responsible for any incremental out-of-pocket costs incurred by Wyeth for preparing, filing, prosecuting and commentmaintaining such additional Patent.

Prosecution and Maintenance. AKERO XXXXX shall have the first right to file, prosecute and maintain all Patent Rights specified under Licensed Patents, Patents at AKERO’s XXXXX’x sole expense using outside counsel reasonably acceptable to AMGENONYX. AKERO XXXXX will use Commercially Reasonable Efforts to prepare, file, prosecute, defend and maintain all Patent Rights specified under Licensed Patents; provided, however, that AKERO XXXXX does not represent or warrant that any patent will issue or be granted based on patent applications contained in the Licensed Patents. AMGEN ONYX shall reasonably cooperate with AKERO’s XXXXX’x reasonable requests for data, affidavits, and other information and assistance to support prosecution and maintenance of the Patent Rights in the Licensed Patents; provided, however, that AKERO XXXXX shall reimburse AMGEN ONYX for its reasonable reasonable, documented out-of-pocket expenses with respect to such cooperation (including AMGEN’s or its AffiliateONYX’s employee’s time at the FTE Rate), within forty-five thirty (4530) days of receiving a written invoice therefor. AKERO XXXXX shall keep AMGEN ONYX reasonably informed, in person or by telephone or emaile-mail, regarding the status of such prosecution and maintenance activities, and AKERO shall promptly upon receipt of request from Onyx, forward to AMGEN ONYX copies of any significant material office actions, communications, and correspondence relating CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. to the Licensed Patents. AMGEN ONYX shall have the right to comment on and to discuss material prosecution and maintenance activities with AKEROXXXXX, and AKERO XXXXX shall consider the same in good faith and shall provide AMGEN with copies of all proposed filings and correspondence to give AMGEN the opportunity to review and commentconsider incorporating any reasonable comments provided by Onyx in connection therewith.

Prosecution and Maintenance. AKERO 9.1.1 Arcus shall have the first right to file, prosecute and maintain all Patent Rights specified under Licensed Patents, at AKERO’s sole expense Patents in the Territory using its own outside counsel reasonably acceptable to AMGENWuXi. AKERO All such prosecution and maintenance in the Territory will use Commercially Reasonable Efforts be at Arcus’ sole expense. Arcus shall keep WuXi reasonably informed of all decisions or actions concerning the prosecution and maintenance of such Licensed Patents in the Territory, including, without limitation, by providing copies of office actions and other communications with patent offices, and providing a reasonable opportunity for WuXi to deliver comments to Arcus or its selected counsel regarding such prosecution materials, such comments to be considered by Arcus in good faith and acting reasonably. WuXi shall reasonably cooperate with Arcus in its efforts to prepare, file, prosecute, defend prosecute and maintain all Patent Rights specified under Licensed Patents; provided, howeverincluding, that AKERO does not represent or warrant that any patent will issue or be granted based on patent applications contained without limitation, in the Licensed Patents. AMGEN shall reasonably cooperate with AKERO’s disclosing new Improvements to Arcus within thirty (30) days, and in responding promptly to Arcus’ requests for data, affidavits, and other information and assistance to support filing, prosecution and maintenance of the Patent Rights in the Licensed Patents; provided, however, that AKERO shall reimburse AMGEN for its reasonable expenses with respect to such cooperation (including AMGEN’s or its Affiliate’s employee’s time at the FTE Rate), within forty-five (45) days of receiving a written invoice therefor. AKERO shall keep AMGEN reasonably informed, in person or by telephone or email, regarding the status of such prosecution and maintenance activities, and AKERO shall promptly upon receipt forward to AMGEN copies of any significant office actions, communications, and correspondence relating *** CERTAIN CONFIDENTIAL PORTIONS OF INFORMATION IN THIS EXHIBIT WERE DOCUMENT HAS BEEN OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING COMMISSION. CONFIDENTIAL TREATMENT PURSUANT HAS BEEN REQUESTED WITH RESPECT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDEDOMITTED PORTIONS. CONFIDENTIAL TREATMENT REQUESTED Licensed Patents in a timely manner. Arcus shall not take any action during prosecution and maintenance of the Licensed Patents that would materially adversely affect any Patent or Licensed Know-How to be covered by or within the Licensed Patents, without WuXi’s prior written consent, such consent not to be unreasonably withheld or delayed, and Arcus shall file patent applications (based on Licensed Patents) in countries in the Territory as determined by Arcus. AMGEN WuXi shall have the exclusive right to comment on and to discuss prosecution and maintenance activities with AKEROfile, prosecute, and AKERO maintain all Licensed Patents in the Excluded Territory, at its sole expense and in its sole discretion, jointly in the names of WuXi and Arcus as applicable, and all other requirements of this Section 9.1.1 shall consider apply mutatis mutandis so that WuXi may exercise its reserved rights in the same in good faith and shall provide AMGEN with copies of all proposed filings and correspondence to give AMGEN the opportunity to review and commentExcluded Territory.

Prosecution and Maintenance. AKERO As between the Parties, Citius shall have the first right option to diligently file, prosecute and maintain all the Licensed Patent Rights specified under Licensed Patentsin the Territory, at AKEROCitius’s sole expense expense. Citius (or as applicable, Alpex) shall control such filing, prosecution and maintenance activities, using outside counsel reasonably acceptable to AMGEN. AKERO will use Commercially Reasonable Efforts to prepare, file, prosecute, defend and maintain all Patent Rights specified under Licensed Patentsqualified patent counsel; provided, however, that AKERO does not represent or warrant that any patent will issue or be granted based on patent applications contained in the Licensed Patents. AMGEN (i) Citius shall keep Licensee reasonably cooperate with AKERO’s requests for data, affidavits, and other information and assistance to support prosecution and maintenance of the Patent Rights in the Licensed Patents; provided, however, that AKERO shall reimburse AMGEN for its reasonable expenses informed with respect to such cooperation (including AMGEN’s or its Affiliate’s employee’s time at the FTE Rate), within forty-five (45) days of receiving a written invoice therefor. AKERO shall keep AMGEN reasonably informed, in person or by telephone or email, regarding the status and progress of any such prosecution applications, prosecutions and maintenance activities, and AKERO (ii) Citius shall promptly upon receipt forward to AMGEN copies of any significant office actions, communications, and correspondence relating CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. to the Licensed Patents. AMGEN shall have the right to comment on and to discuss prosecution and maintenance activities with AKERO, and AKERO shall consider the same in good faith and shall provide AMGEN Licensee with copies of all proposed filings applications, office actions, office action responses, and other material correspondence relating thereto, and shall take account of (and cause Alpex to give AMGEN take account of) Licensee’s reasonable comments with respect thereto to the opportunity extent affecting the Product. Should Citius decide (or should Alpex notify Citius that it has decided) that it is no longer interested in filing, maintaining or prosecuting a particular Licensed Patent Right in the Territory, it shall promptly advise Licensee of this decision, sufficiently in advance to review permit Licensee to undertake such filing, maintenance and commentprosecution without a loss of rights. Thereafter, Licensee may assume such filing, prosecution and maintenance at its sole expense by written notice to Citius, in which event such Licensed Patent Right shall, at Licensee’s option, be assigned to Licensee at no charge, and such Licensed Patent Right shall thereafter be excluded from the definition of Licensed Patent Rights for the purposes of this Agreement. In such event, Citius shall cooperate in effectuating such assignment, including executing (and, where applicable, obtaining Alpex’s execution of) the required papers for recordation and filing with the relevant patent office.

Prosecution and Maintenance. AKERO Abbott shall have be solely responsible for the first preparation, filing, prosecution and the associated costs incurred in connection with maintenance of the Patents (except for the case family including [/\#/\] which is the responsibility of BASF AG; provided always that Abbott shall use Commercially Reasonable Efforts to cause BASF AG to defend or prosecute the case family as necessary) in Abbott's name, including oppositions and interferences, xxbject to Myogen's right to assume such duties in the event Abbott reasonably fails to adequately prepare, file, prosecute and maintain all Patent Rights specified under Licensed Patents, at AKERO’s sole expense using outside counsel reasonably acceptable to AMGEN. AKERO will use Commercially Reasonable Efforts to prepare, file, prosecute, defend and maintain all Patent Rights specified under Licensed Patents; provided, however, that AKERO does not represent or warrant that any patent will issue or be granted based on patent applications contained in the Licensed Patents. AMGEN By June 30, 2003, Abbott shall reasonably inform BASF AG of Abbott's desire to have the Patent family for whicx XXXX XG has responsibility transferred to Abbott and Abbott shall use commercially reasonable efforts to have BASF AG agree to such transfer to Abbott within a reasonable time after the Effective Date, and upon such transfer such Patents will be subject to the same terms and conditions of this Agreement as the Patents for which Abbott has responsibility as of the Effective Date. Abbott and Myogen shall consult and cooperate with AKERO’s requests for data, affidavitseach other, and other information and assistance to support prosecution and maintenance of the Patent Rights in the Licensed Patents; provided, however, that AKERO Abbott shall reimburse AMGEN for its reasonable expenses keep Myogen reasonably informed with respect to such cooperation (including AMGEN’s or its Affiliate’s employee’s time at the FTE Rate), within forty-five (45) days of receiving a written invoice therefor. AKERO shall keep AMGEN reasonably informed, in person or by telephone or email, regarding the status of such prosecution and maintenance activities, and AKERO shall promptly upon receipt forward to AMGEN copies of any significant office actions, communications, and correspondence relating [/\#/\] CONFIDENTIAL TREATMENT REQUESTED 27 [/\#/\] CERTAIN CONFIDENTIAL PORTIONS OF INFORMATION CONTAINED IN THIS EXHIBIT WERE OMITTED AND REPLACED DOCUMENT, MARKED BY BRACKETS, IS FILED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER OF THE SECURITIES ACT OF 1933, AS AMENDED. and maintenance of the Patents hereunder, including the case family which is the responsibility of BASF AG. In this regard Abbott shall exercise its rights under its license from BASF AG for this Patent family such that Myogen shall have the opportunity to participate in the preservation of these Patent rights if it chooses to do so. In connection with its duties under this Section 13.2, Abbott will provide Myogen with: (a) copies of all material documents received or prepared by Abbott in the prosecution and maintenance of the Patents; (b) advance written notice to the Licensed extent reasonably practical of any action or proceeding relating to any Patent; and (c) a bi-annual report on the status of prosecution of all Patents. AMGEN Abbott shall provide copies in a timely manner to allow Myogen an opportunity, if it so elects, to review and comment on Abbott's proposed patent strategy. If Myogen determines, upon advice of its patent counsel, that further prosecution actions with respect to an existing application within the Patents or a reexamination, reissue, interference and action under 35 USC Paragraph 146 or other official proceeding involving an issued Patent anywhere in the Myogen Territory is required to ensure the enforceability of such Patent or adequate claim coverage within such Patents, Abbott shall have the right and sole responsibility for conducting such prosecution action or instituting such proceeding. If Abbott elects not to comment on exercise such right, then Myogen shall have the right and to discuss prosecution and maintenance activities with AKEROsole responsibility for the pursuit of such activities, and AKERO Abbott shall consider cooperate with Myogen and provide Myogen with all necessary information to conduct such activities. Inasmuch as the same in good faith and shall provide AMGEN Patents cover other compounds not licensed to Myogen hereunder, Abbott warrants that it will not take any action with copies respect to the Patents, which would have a material adverse effect on the patent coverage of all proposed filings and correspondence to give AMGEN the opportunity to review and commentCompound.

Prosecution and Maintenance. AKERO shall (a) Except as otherwise provided below, Cara (or its licensor, as applicable) will have the first right to filesole responsibility, prosecute using its reasonable efforts and maintain all Patent Rights specified under Licensed Patentsat its discretion, at AKERO’s sole expense using outside counsel reasonably acceptable to AMGEN. AKERO will use Commercially Reasonable Efforts to preparefor the filing, fileprosecution, prosecute, defend and maintain all Patent Rights specified under Licensed Patents; provided, however, that AKERO does not represent or warrant that any patent will issue or be granted based on patent applications contained in the Licensed Patents. AMGEN shall reasonably cooperate with AKERO’s requests for data, affidavits, and other information and assistance to support prosecution defense and maintenance of the Licensed Patent Rights before all patent authorities in the Territory (the “Prosecution”), including conducting or defending any interferences or similar proceedings and in obtaining and maintaining any patent extensions, supplementary protection certificates and the like with respect to the Licensed Patent Rights ( the “Patent Prosecution”). All costs and expenses in relation to any Prosecution in the Territory shall be borne by Cara except the costs and expenses for maintenance after registration borne by CKD. Cara will consult with CKD reasonably regarding such Prosecution efforts and shall consider and take into account any reasonable CKD comments with regards to such efforts. To that end, Cara will keep CKD reasonably informed of the progress with regard to all activities relating to the Prosecution in the Territory, to the extent such progress reasonably relates to the claims in the Licensed Patents; providedPatent Rights that related to the Field of Use and are licensed to CKD under this Agreement. Cara shall provide to CKD copies of all material patent documents relating to the Prosecution efforts relating directly to the Field of Use, however, that AKERO shall reimburse AMGEN for its a reasonable expenses with respect to such cooperation (including AMGEN’s time in advance of any proposed filing or its Affiliate’s employee’s time at the FTE Rate), within forty-five (45) days of receiving a written invoice therefor. AKERO shall keep AMGEN reasonably informed, in person or by telephone or email, regarding the status of such prosecution and maintenance activitiesrequired response, and AKERO shall promptly upon receipt forward to AMGEN copies of any significant office actions, communications, and correspondence relating CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. to the Licensed Patents. AMGEN shall CKD will have the right to comment on and to discuss prosecution and maintenance activities with AKERO, and AKERO shall consider the same in good faith and shall provide AMGEN with copies of all proposed filings and correspondence to give AMGEN the opportunity to review and commentany such filing or response.

Prosecution and Maintenance. AKERO 9.1.1 Arcus shall have the first right to file, prosecute and maintain all Patent Rights specified under Licensed Patents, Patents at AKEROArcus’s sole expense using its own outside counsel reasonably acceptable to AMGENAbmuno. AKERO Arcus will use Commercially Reasonable Efforts to prepare, file, prosecute, defend prosecute and maintain all Patent Rights specified under Licensed Patents; provided, however, that AKERO Arcus does not represent or warrant that any patent will issue or be granted based on patent applications contained in the Licensed Patents. AMGEN Arcus shall keep Abmuno reasonably informed of material decisions or actions concerning the prosecution and maintenance of such Licensed Patents, including, without limitation, by providing copies of office actions and other material communications with patent offices, and providing a reasonable opportunity for Abmuno to deliver comments to Arcus regarding such prosecution materials, such comments to be considered by Arcus in good faith. Abmuno shall reasonably cooperate with AKEROArcus in its efforts to prepare, file, prosecute and maintain Licensed Patents, including, without limitation, in responding promptly to Arcus’s requests for data, affidavits, and other information and assistance to support filing, prosecution and maintenance of the Patent Rights Licensed Patents in the Licensed Patents; provided, however, that AKERO a timely manner. Arcus shall reimburse AMGEN for its reasonable expenses with respect to such cooperation (including AMGEN’s or its Affiliate’s employee’s time at the FTE Rate), within forty-five (45) days of receiving a written invoice therefor. AKERO shall keep AMGEN reasonably informed, in person or by telephone or email, regarding the status of such not take any action during prosecution and maintenance activitiesof the Licensed Patents that would materially adversely affect Abmuno, and AKERO shall promptly upon receipt forward without Abmuno’s prior written consent, such consent not to AMGEN copies of any significant office actionsbe unreasonably withheld, communications, and correspondence relating CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “delayed or conditioned. If Abmuno fails to provide in writing its consent or its reasons for not providing such consent within [***]”] days after delivery of written request by Arcus to Abmuno for such consent, then Abmuno shall be deemed to have consented to such action. A COMPLETE VERSION OF *** CERTAIN INFORMATION IN THIS EXHIBIT DOCUMENT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING COMMISSION. CONFIDENTIAL TREATMENT PURSUANT HAS BEEN REQUESTED WITH RESPECT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. to the Licensed Patents. AMGEN shall have the right to comment on and to discuss prosecution and maintenance activities with AKERO, and AKERO shall consider the same in good faith and shall provide AMGEN with copies of all proposed filings and correspondence to give AMGEN the opportunity to review and commentOMITTED PORTIONS.

Prosecution and Maintenance. AKERO Subject to the remainder of this Section 11, Kissei shall have full responsibility, including financial responsibility, for the first right preparation, prosecution and maintenance of all Kissei Patents in the Territory. Upon reasonable request by Elixir, Kissei shall provide Elixir with an update list of the filing, prosecution and maintenance status for each of the Kissei Patents. In the event during the term of this Agreement that Kissei files an application for a Patent in the Territory, Kissei will provide to file, prosecute and maintain all Patent Rights specified under Licensed Patents, at AKERO’s sole expense using outside counsel reasonably acceptable to AMGENElixir an English abstract (including main claims thereof) of such application within ninety (90) days after the filing of such application. AKERO Kissei will use Commercially Reasonable Efforts to prepare, file, prosecute, defend prosecute and maintain all Patent Rights specified under Licensed Patents; provided, however, that AKERO does not represent or warrant that any patent will issue or be granted based on patent applications contained the Kissei Patents in the Licensed PatentsTerritory. AMGEN shall reasonably cooperate with AKERO’s requests for dataKissei will provide to Elixir copies of material papers relating to the filing, affidavitsprosecution or maintenance of the Kissei Patents in the Territory, upon their being received and sufficiently in advance of their being filed so that Kissei may obtain comments from Elixir thereon, and other information Elixir may comment thereto within thirty (30) days of its receipt of such papers and assistance to support Kissei shall take into account Elixir’s reasonable comments thereon. Kissei will not knowingly take action during prosecution and maintenance of the Kissei Patents that would materially adversely affect them (including any reduction in claim scope), without Elixir’s prior consent, such consent not to be unreasonably withheld or delayed. Elixir may file a notice with governmental patent offices of the exclusive license to the Kissei Patents granted to Elixir hereunder, with prior written consent of Kissei, such consent not to be unreasonably withheld and to be made by Kissei within thirty (30) days. Notwithstanding the foregoing in this Section 11.1, Kissei may, at its election, elect to abandon any part of a Kissei Patent Rights in the Licensed Patents; providedTerritory, howeveror Kissei may elect not to file a new patent application in the Territory claiming priority to a patent application within the Kissei Patents either before such patent application’s issuance or within the time period required for the filing of an international (i.e., that AKERO shall reimburse AMGEN for its reasonable expenses with respect to such cooperation Patent Cooperation Treaty), regional (including AMGEN’s European Patent Office) or its Affiliate’s employee’s time at the FTE Rate)national application, within forty-five and in such event, Kissei shall provide thirty (4530) days of receiving a written invoice therefor. AKERO shall keep AMGEN reasonably informed, in person or by telephone or email, regarding the status notice of such election, and Elixir shall have the right, at its * Confidential Treatment Requested discretion, to have such part of the Kissei Patent assigned to it and/or assume responsibility, including financial responsibility, for prosecution and maintenance activitiesof such part of the Kissei Patent. Kissei shall not allow any Kissei Patent in the Territory to be abandoned or lapse, and AKERO nor shall promptly upon receipt forward Kissei fail to AMGEN copies of file any significant office actionsnew patent application claiming priority to a patent application within the Kissei Patents, communications, and correspondence relating CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”without giving Elixir such 30-day notice. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Kissei shall give reasonable assistance to the Licensed Patents. AMGEN shall have the right Elixir to comment on and to discuss support prosecution and maintenance activities with AKEROdefence of such Kissei Patent (except as set forth herein, and AKERO shall consider the same in good faith and shall provide AMGEN with copies of all proposed filings and correspondence excluding financial assistance) should Elixir elect to give AMGEN the opportunity to review and commentcontinue prosecution or maintenance.

Prosecution and Maintenance. AKERO shall have To the first fullest extent legally and ----------------------------- contractually entitled, CYTOGEN hereby grants to the LLC the exclusive right to fileprepare new applications based on CYTOGEN Technical Information licensed hereunder, prosecute prepare continuing patent applications which contain claims directed to subject matter in the Field and maintain all Patent Rights specified under claim priority to the Licensed CYTOGEN Patents, at AKERO’s sole expense using outside counsel reasonably acceptable to AMGEN. AKERO will use Commercially Reasonable Efforts to prepare, file, prosecuteand prosecute patent applications that are Licensed CYTOGEN Patents, maintain or extend the term of any issued patent that is a Licensed CYTOGEN Patent, and defend and maintain all Patent Rights specified under against any conflicts, oppositions or interferences involving Third Party challenges to the Licensed CYTOGEN Patents. The cost of such activities shall be borne by the LLC; provided, however, that AKERO does if less than all of the rights to any -------- ------- such Patent has been licensed to the LLC pursuant hereto, the LLC shall bear only that portion of the cost of such activities as reflects the proportionate economic value, as agreed upon in good faith by the Parties, of the rights licensed to the LLC. CYTOGEN shall cooperate, at the LLC's expense, with all reasonable requests of the LLC in all such activities. If at any time the LLC determines not represent to prepare, file or warrant that prosecute a Patent licensed to the LLC hereunder, maintain or extend the term of any patent will issue Patent licensed to the LLC hereunder or defend against any conflicts, oppositions or interferences involving Third Party challenges to any Patent licensed to the LLC hereunder, the LLC shall notify CYTOGEN of any such determination and grant back to CYTOGEN the right to conduct any such activity. If the right to prepare, file or prosecute any Patent licensed by CYTOGEN to the LLC hereunder, or to maintain or extend or to defend against any Third Party conflicts, oppositions or interferences involving any Patent licensed to the LLC hereunder cannot be granted based to the LLC, CYTOGEN shall use commercially reasonable efforts diligently to perform, or cause to be performed, in consultation with the LLC, such activities. In addition, to the fullest extent legally and contractually entitled, CYTOGEN grants to the LLC the right to review and comment on patent applications contained in the Licensed Patents. AMGEN shall reasonably cooperate with AKERO’s requests for data, affidavits, and other information and assistance to support prosecution and maintenance of patents and patent applications which claim priority to or are otherwise related to the Patent Rights in Patents licensed to the Licensed PatentsLLC hereunder. The cost of such activities shall be borne by the LLC; provided, -------- however, that AKERO if less than all of the rights to any such Patent has been ------- licensed to the LLC pursuant hereto, the LLC shall reimburse AMGEN for its reasonable expenses with respect to such cooperation (including AMGEN’s or its Affiliate’s employee’s time at bear only that portion of the FTE Rate), within forty-five (45) days of receiving a written invoice therefor. AKERO shall keep AMGEN reasonably informed, in person or by telephone or email, regarding the status cost of such activities as reflects the proportionate economic value, as agreed upon in good faith by the Parties, of the rights licensed to the LLC. The LLC also grants to CYTOGEN the right to review and comment on the prosecution and maintenance activities, of patents and AKERO shall promptly upon receipt forward patent applications which claim priority to AMGEN copies of any significant office actions, communications, and correspondence relating CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. or are otherwise related to the Patents licensed to the LLC hereunder. The cost of such activities shall be borne by CYTOGEN. Upon issuance of a patent based upon any pending patent application listed in Annex A, or any continuation in whole or in part derived therefrom, Annex A shall be revised to reflect the issuance of such patent. In the event such an issued patent contains claims directed only to subject matter which falls entirely outside of the Field, the patent shall be removed from Annex A. For purposes of clarity, upon removal of a patent from Annex A, the patent shall be considered to fall outside the definition of Licensed CYTOGEN Patents. AMGEN shall have the right to comment on and to discuss prosecution and maintenance activities with AKERO, and AKERO shall consider the same in good faith and shall provide AMGEN with copies of all proposed filings and correspondence to give AMGEN the opportunity to review and comment.

Prosecution and Maintenance. AKERO (i) Inside the Territory, DSP shall have the first right to prepare, file, prosecute and maintain Joint Improvements at its own cost and expense. Through its progress reports submitted to the JSC pursuant to Section 3.5, DSP shall keep Intercept informed of the status of all Patent Rights specified under Licensed Patents, at AKERO’s sole expense using outside counsel reasonably acceptable filings related to AMGEN. AKERO will use Commercially Reasonable Efforts to prepare, file, prosecute, defend and maintain all Patent Rights specified under Licensed Patents; provided, however, that AKERO does not represent or warrant that the Joint Improvements (including the nature of any patent will issue or be granted based on patent applications contained in the Licensed Patents. AMGEN shall reasonably cooperate with AKERO’s requests for data, affidavits, objections and other information reasonably requested by Intercept) and assistance will provide Intercept with copies, in either English or Japanese, of all substantive documentation submitted to, or received from, the patent offices in connection therewith. DSP shall provide Intercept with the right to support prosecution and maintenance of comment on the Patent Rights documentation. The Parties shall cooperate reasonably in the Licensed Patents; providedprosecution of all Patents covering the Joint Improvements if practicably possible and shall share all material information relating thereto promptly after receipt of such information. If during the Term of this Agreement, howeverDSP intends to allow any Patent claiming a Joint Improvement to expire or intends to otherwise abandon any such Patent in the Territory, that AKERO or decides not to file patent applications covering or claiming a Joint Invention in the Territory, DSP shall reimburse AMGEN for its reasonable expenses with respect to notify Intercept of such cooperation intention or decision at least ninety (including AMGEN’s or its Affiliate’s employee’s time at the FTE Rate), within forty-five (4590) days of receiving a written invoice therefor. AKERO shall keep AMGEN reasonably informedprior to any filing or payment due date, or any other that requires action, in person or by telephone or email, regarding connection with such Patent in the status of such prosecution and maintenance activitiesTerritory, and AKERO Intercept shall promptly upon receipt forward thereupon have the right, but not the obligation to AMGEN copies assume responsibility for the preparation, filing, prosecution or maintenance thereof at its sole cost and expense, in the name of any significant office actionsand solely owned by Intercept. Portions of this Exhibit, communications, and correspondence relating CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH indicated by the maxx “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE ,” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 PROMULGATED UNDER THE SECURITIES ACT OF of the Securities Act of 1933, AS AMENDED. to the Licensed Patents. AMGEN shall have the right to comment on and to discuss prosecution and maintenance activities with AKERO, and AKERO shall consider the same in good faith and shall provide AMGEN with copies of all proposed filings and correspondence to give AMGEN the opportunity to review and commentas amended.

Prosecution and Maintenance. AKERO shall have As between the first right to fileParties, prosecute and maintain all Patent Rights specified under Licensed Patents, at AKERO’s sole expense using outside counsel reasonably acceptable to AMGEN. AKERO will use Commercially Reasonable Efforts to prepare, file, prosecute, defend and maintain all Patent Rights specified under Licensed Patents; provided, however, that AKERO does not represent or warrant that any patent will issue or be granted based on patent applications contained in the Licensed Patents. AMGEN shall reasonably cooperate with AKERO’s requests for data, affidavits, and other information and assistance to support prosecution and maintenance of the Patent Rights in the Licensed Patents; provided, however, that AKERO shall reimburse AMGEN for its reasonable expenses with respect to such cooperation (including AMGEN’s or its Affiliate’s employee’s time at the FTE Rate), within forty-five (45) days of receiving a written invoice therefor. AKERO shall keep AMGEN reasonably informed, in person or by telephone or email, regarding the status of such prosecution and maintenance activities, and AKERO shall promptly upon receipt forward to AMGEN copies of any significant office actions, communications, and correspondence relating CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. to the Licensed Patents. AMGEN ADVENTRX shall have the right to comment on control the Prosecution and Maintenance of the ADVENTRX Patent Rights using counsel of its choice, such counsel to discuss prosecution and maintenance activities with AKERObe reasonably acceptable to THERAGENEX, and AKERO shall consider the same THERAGENEX agrees to reimburse ADVENTRX for its out-of-pocket expenses in good faith and shall provide AMGEN connection with copies of all proposed filings and correspondence such activities as they are incurred, not to give AMGEN the exceed ten thousand dollars ($10,000) per calendar quarter. ADVENTRX agrees to: (i) keep THERAGENEX reasonably informed with respect to such activities by providing THERAGENEX with an opportunity to review and commentcomment reasonably before the filing of all Prosecution and Maintenance documents (but in no event less than ten (10) days before such filing) and ADVENTRX shall incorporate all such reasonable comments to the extent that they are compatible with the development of Licensed Products hereunder; and (ii) consult in good faith with THERAGENEX regarding such matters, including the abandonment of any claim thereof covering a Licensed Product. Following the filing or mailing thereof, ADVENTRX shall provide THERAGENEX with a copy of each patent application within the ADVENTRX Patent Rights filed or mailed after the Effective Date, together with notice of its filing date and serial number, and a copy of such other patent prosecution document or any correspondence related to patent prosecution, as filed or sent, as applicable. If ADVENTRX determines to abandon any patent or patent application within the ADVENTRX Patent Rights, then ADVENTRX shall provide THERAGENEX with notice of such determination at least sixty (60) days prior to the date such abandonment would become effective. In such event, THERAGENEX shall have the right, at its option, to assume control of the Prosecution and Maintenance of such patent or patent application at its own expense in ADVENTRX’s name. For purposes of this Section 6.1, “Prosecution and Maintenance” means the preparing and filing of documents pertaining to the prosecution and maintenance of a patent or patent application, as well as filing for re-examinations, reissues, requests for patent term extensions and the like, together with the conduct of interferences, the defense of oppositions and other similar proceedings; and “Prosecute and Maintain” has the correlative meaning.

Prosecution and Maintenance. AKERO As between the Parties, Citius shall have the first right option to diligently file, prosecute and maintain all the Licensed Patent Rights specified under Licensed Patentsin the Territory, at AKERO’s Citius's sole expense expense. Citius (or as applicable, Alpex) shall control such filing, prosecution and maintenance activities, using outside counsel reasonably acceptable to AMGEN. AKERO will use Commercially Reasonable Efforts to prepare, file, prosecute, defend and maintain all Patent Rights specified under Licensed Patentsqualified patent counsel; provided, however, that AKERO does not represent or warrant that any patent will issue or be granted based on patent applications contained in the Licensed Patents. AMGEN (i) Citius shall keep Licensee reasonably cooperate with AKERO’s requests for data, affidavits, and other information and assistance to support prosecution and maintenance of the Patent Rights in the Licensed Patents; provided, however, that AKERO shall reimburse AMGEN for its reasonable expenses informed with respect to such cooperation (including AMGEN’s or its Affiliate’s employee’s time at the FTE Rate), within forty-five (45) days of receiving a written invoice therefor. AKERO shall keep AMGEN reasonably informed, in person or by telephone or email, regarding the status and progress of any such prosecution applications, prosecutions and maintenance activities, and AKERO (ii) Citius shall promptly upon receipt forward to AMGEN copies of any significant office actions, communications, and correspondence relating CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. to the Licensed Patents. AMGEN shall have the right to comment on and to discuss prosecution and maintenance activities with AKERO, and AKERO shall consider the same in good faith and shall provide AMGEN Licensee with copies of all proposed filings applications, office actions, office action responses, and other material correspondence relating thereto, and shall take account of (and cause Alpex to give AMGEN take account of) Licensee's reasonable comments with respect thereto to the opportunity extent affecting the Product. Should Citius decide (or should Alpex notify Citius that it has decided) that it is no longer interested in filing, maintaining or prosecuting a particular Licensed Patent Right in the Territory, it shall promptly advise Licensee of this decision, sufficiently in advance to review permit Licensee to undertake such filing, maintenance and commentprosecution without a loss of rights. Thereafter, Licensee may assume such filing, prosecution and maintenance at its sole expense by written notice to Citius, in which event such Licensed Patent Right shall, at Licensee's option, be assigned to Licensee at no charge, and such Licensed Patent Right shall thereafter be excluded from the definition of Licensed Patent Rights for the purposes of this Agreement. In such event, Citius shall cooperate in effectuating such assignment, including executing (and, where applicable, obtaining Alpex's execution of) the required papers for recordation and filing with the relevant patent office.

Prosecution and Maintenance. AKERO (i) Inside the Territory, DSP shall have the first right to prepare, file, prosecute and maintain Joint Improvements at its own cost and expense. Through its progress reports submitted to the JSC pursuant to Section 3.5, DSP shall keep Intercept informed of the status of all Patent Rights specified under Licensed Patents, at AKERO’s sole expense using outside counsel reasonably acceptable filings related to AMGEN. AKERO will use Commercially Reasonable Efforts to prepare, file, prosecute, defend and maintain all Patent Rights specified under Licensed Patents; provided, however, that AKERO does not represent or warrant that the Joint Improvements (including the nature of any patent will issue or be granted based on patent applications contained in the Licensed Patents. AMGEN shall reasonably cooperate with AKERO’s requests for data, affidavits, objections and other information reasonably requested by Intercept) and assistance will provide Intercept with copies, in either English or Japanese, of all substantive documentation submitted to, or received from, the patent offices in connection therewith. DSP shall provide Intercept with the right to support prosecution and maintenance of comment on the Patent Rights documentation. The Parties shall cooperate reasonably in the Licensed Patents; providedprosecution of all Patents covering the Joint Improvements if practicably possible and shall share all material information relating thereto promptly after receipt of such information. If during the Term of this Agreement, howeverDSP intends to allow any Patent claiming a Joint Improvement to expire or intends to otherwise abandon any such Patent in the Territory, that AKERO or decides not to file patent applications covering or claiming a Joint Invention in the Territory, DSP shall reimburse AMGEN for its reasonable expenses with respect to notify Intercept of such cooperation intention or decision at least ninety (including AMGEN’s or its Affiliate’s employee’s time at the FTE Rate), within forty-five (4590) days of receiving a written invoice therefor. AKERO shall keep AMGEN reasonably informedprior to any filing or payment due date, or any other that requires action, in person or by telephone or email, regarding connection with such Patent in the status of such prosecution and maintenance activitiesTerritory, and AKERO Intercept shall promptly upon receipt forward thereupon have the right, but not the obligation to AMGEN copies assume responsibility for the preparation, filing, prosecution or maintenance thereof at its sole cost and expense, in the name of any significant office actionsand solely owned by Intercept. Portions of this Exhibit, communications, and correspondence relating CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH indicated by the mxxx “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE ,” were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 PROMULGATED UNDER THE SECURITIES ACT OF of the Securities Act of 1933, AS AMENDEDas amended. to the Licensed Patents. AMGEN shall have the right to comment on and to discuss prosecution and maintenance activities with AKERO, and AKERO shall consider the same in good faith and shall provide AMGEN with copies of all proposed filings and correspondence to give AMGEN the opportunity to review and comment.32

Prosecution and Maintenance. AKERO shall have To the first fullest extent legally and contractually entitled, CYTOGEN hereby grants to the LLC the exclusive right to fileprepare new applications based on CYTOGEN Technical Information licensed hereunder, prosecute prepare continuing patent applications which contain claims directed to subject matter in the Field and maintain all Patent Rights specified under claim priority to the Licensed CYTOGEN Patents, at AKERO’s sole expense using outside counsel reasonably acceptable to AMGEN. AKERO will use Commercially Reasonable Efforts to prepare, file, prosecuteand prosecute patent applications that are Licensed CYTOGEN Patents, maintain or extend the term of any issued patent that is a Licensed CYTOGEN Patent, and defend and maintain all Patent Rights specified under against any conflicts, oppositions or interferences involving Third Party challenges to the Licensed CYTOGEN Patents. The cost of such activities shall be borne by the LLC; provided, however, that AKERO does if less than all of the rights to any such Patent has been licensed to the LLC pursuant hereto, the LLC shall bear only that portion of the cost of such activities as reflects the proportionate economic value, as agreed upon in good faith by the Parties, of the rights licensed to the LLC. CYTOGEN shall cooperate, at the LLC’s expense, with all reasonable requests of the LLC in all such activities. If at any time the LLC determines not represent to prepare, file or warrant that prosecute a Patent licensed to the LLC hereunder, maintain or extend the term of any patent will issue Patent licensed to the LLC hereunder or defend against any conflicts, oppositions or interferences involving Third Party challenges to any Patent licensed to the LLC hereunder, the LLC shall notify CYTOGEN of any such determination and grant back to CYTOGEN the right to conduct any such activity. If the right to prepare, file or prosecute any Patent licensed by CYTOGEN to the LLC hereunder, or to maintain or extend or to defend against any Third Party conflicts, oppositions or interferences involving any Patent licensed to the LLC hereunder cannot be granted based to the LLC, CYTOGEN shall use commercially reasonable efforts diligently to perform, or cause to be performed, in consultation with the LLC, such activities. In addition, to the fullest extent legally and contractually entitled, CYTOGEN grants to the LLC the right to review and comment on patent applications contained in the Licensed Patents. AMGEN shall reasonably cooperate with AKERO’s requests for data, affidavits, and other information and assistance to support prosecution and maintenance of patents and patent applications which claim priority to or are otherwise related to the Patent Rights in Patents licensed to the Licensed PatentsLLC hereunder. The cost of such activities shall be borne by the LLC; provided, however, that AKERO if less than all of the rights to any such Patent has been licensed to the LLC pursuant hereto, the LLC shall reimburse AMGEN for its reasonable expenses with respect to such cooperation (including AMGEN’s or its Affiliate’s employee’s time at bear only that portion of the FTE Rate), within forty-five (45) days of receiving a written invoice therefor. AKERO shall keep AMGEN reasonably informed, in person or by telephone or email, regarding the status cost of such prosecution and maintenance activitiesactivities as reflects the proportionate economic value, and AKERO shall promptly as agreed upon receipt forward to AMGEN copies of any significant office actionsin good faith by the Parties, communications, and correspondence relating CERTAIN [*] CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE TREATMENT REQUESTED CONFIDENTIAL PORTION OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. of the rights licensed to the Licensed PatentsLLC. AMGEN shall have The LLC also grants to CYTOGEN the right to review and comment on and to discuss the prosecution and maintenance of patents and patent applications which claim priority to or are otherwise related to the Patents licensed to the LLC hereunder. The cost of such activities with AKEROshall be borne by CYTOGEN. Upon issuance of a patent based upon any pending patent application listed in Annex A, and AKERO or any continuation in whole or in part derived therefrom, Annex A shall consider be revised to reflect the same in good faith and issuance of such patent. In the event such an issued patent contains claims directed only to subject matter which falls entirely outside of the Field, the patent shall provide AMGEN with copies be removed from Annex A. For purposes of all proposed filings and correspondence clarity, upon removal of a patent from Annex A, the patent shall be considered to give AMGEN fall outside the opportunity to review and commentdefinition of Licensed CYTOGEN Patents.

Prosecution and Maintenance. AKERO Licensor shall have apply for, seek issuance of, and maintain, during the first right Term of this Agreement, the Licensed Intellectual Property within the Fields of Use, owned or controlled, in the United States, and in such foreign countries as requested by Licensee, as requested and paid for by Licensee. Prosecuting attorneys jointly represent the Licensor and Licensee, and shall take instruction from Licensee (after Licensee’s consultation with Licensor). In the event that the Licensor and Licensee disagree about the instructions to filethe prosecuting attorneys, prosecute and maintain Licensor shall in all Patent Rights specified under Licensed Patentsinstances defer to Licensee so long as claims are not reduced by Licensee except as required by patent examiners for the express purpose of issuance of claims. Licensor, at AKERO’s sole expense using outside its expense, may hire separate counsel to represent Licensor. Licensee shall cause the prosecuting attorneys, the selection of which shall be reasonably acceptable to AMGEN. AKERO will use Commercially Reasonable Efforts Licensor, to prepare, file, prosecute, defend provide timely copies to Licensor of all communications to and maintain all Patent Rights specified under Licensed Patents; provided, however, that AKERO does not represent or warrant that any from the applicable patent will issue or be granted based on patent applications contained in offices concerning prosecution of the Licensed Patents. AMGEN shall reasonably cooperate with AKERO’s requests for data, affidavitsIntellectual Property within the Fields of Use, and other information consult with Licensor concerning such prosecution. All such communications and assistance to support consultations between the prosecuting attorneys, the Parties and/or the Inventor regarding the Licensed Intellectual Property and preparation, filing, prosecution and and/or maintenance of the Patent Rights in patents and/or patent applications relating thereto shall be deemed Confidential Information under Section 10.9. In addition, the Licensed Patents; provided, however, Parties acknowledge and agree that AKERO shall reimburse AMGEN for its reasonable expenses the interests of the Parties with respect to such cooperation (including AMGEN’s or its Affiliate’s employee’s time at the FTE Rate), within forty-five (45) days of receiving a written invoice therefor. AKERO shall keep AMGEN reasonably informed, in person or by telephone or email, regarding the status of such prosecution and maintenance activities, and AKERO shall promptly upon receipt forward to AMGEN copies of any significant office actions, communications, and correspondence relating CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. regard to the Licensed PatentsIntellectual Property and preparation, filing, prosecution and/or maintenance of the patents and/or patent applications relating thereto, are aligned and are legal in nature. AMGEN shall The Parties agree and acknowledge that the Parties have the right to comment on and to discuss prosecution and maintenance activities with AKEROnot waived, and AKERO shall consider nothing in this Agreement constitutes a waiver of, any legal privilege, including, but not limited to, privilege under the same in good faith and shall provide AMGEN with copies of all proposed filings and correspondence to give AMGEN the opportunity to review and commentcommon interest doctrine or any related doctrine.

Prosecution and Maintenance. AKERO shall (a) Amylin (or its licensor, as applicable) will have the first right to filesole responsibility, prosecute and maintain all Patent Rights specified under Licensed Patentsusing its reasonable efforts, at AKERO’s sole expense using outside counsel reasonably acceptable to AMGEN. AKERO will use Commercially Reasonable Efforts to prepareits discretion and at its own expense, filefor the filing, prosecuteprosecution, defend and maintain all Patent Rights specified under Licensed Patents; provided, however, that AKERO does not represent or warrant that any patent will issue or be granted based on patent applications contained in the Licensed Patents. AMGEN shall reasonably cooperate with AKERO’s requests for data, affidavits, and other information and assistance to support prosecution defense and maintenance of the Licensed Patent Rights before all patent authorities in the Territory, including conducting or defending any interferences, oppositions or similar proceedings and in obtaining and maintaining any patent extensions, supplementary protection certificates and the like with respect to the Licensed Patent Rights (the “Patent Prosecution”). Amylin will consult with Shionogi reasonably regarding such Patent Prosecution efforts and shall consider and take into account any reasonable Shionogi comments with regards to such efforts but is not obligated to do so. To that end, Amylin will keep Shionogi informed of the progress with regard to all activities relating to Patent Prosecution, to the extent such progress reasonably relates to the claims in the Licensed Patents; provided, however, Patent Rights that AKERO shall reimburse AMGEN for its reasonable expenses with respect relate to such cooperation (including AMGEN’s or its Affiliate’s employee’s time at the FTE Rate), within forty-five (45) days Field of receiving a written invoice therefor. AKERO shall keep AMGEN reasonably informed, in person or by telephone or email, regarding the status of such prosecution Use and maintenance activities, and AKERO shall promptly upon receipt forward are licensed to AMGEN copies of any significant office actions, communications, and correspondence relating CERTAIN CONFIDENTIAL PORTIONS OF Shionogi THIS EXHIBIT WERE OMITTED HAS BEEN REDACTED AND REPLACED IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT ] AND HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933COMMISSION. under this Agreement, AS AMENDEDand provided that Amylin is permitted to do so under the relevant agreements. Amylin shall provide to Shionogi copies of all material patent documents relating to the Licensed Patents. AMGEN shall Patent Prosecution efforts relating directly to the Field of Use, a reasonable time in advance of any proposed filing or required response, and Shionogi will have the right to comment on and to discuss prosecution and maintenance activities with AKERO, and AKERO shall consider the same in good faith and shall provide AMGEN with copies of all proposed filings and correspondence to give AMGEN the opportunity to review and commentany such filing or response.

Prosecution and Maintenance. AKERO shall Following consultation with OHSU on a patent-by-patent basis, Licensee will have the first right (a) to file, prosecute and maintain all Patent Rights specified under Licensed Patents, at AKERO’s sole expense using outside counsel reasonably acceptable to AMGEN. AKERO will use Commercially Reasonable Efforts to prepare, file, prosecute, maintain and defend; (b) to institute, defend and maintain conduct all interferences and/or oppositions of any patents or patent applications included within the Patent Rights specified under Licensed Patents; providedRights. Licensee will consult with OHSU on all material patent matters regarding the Patent Rights, howeverand use reasonable good faith efforts to implement all reasonable requests made by OHSU with regard to such matters. Further, that AKERO does not represent or warrant that Licensee will promptly provide OHSU with copies of all material written communications to and from any patent will issue or be granted based on office with respect to the patent applications and patents contained in the Licensed PatentsPatent Rights. AMGEN shall reasonably Licensee will not abandon the prosecution of any patent application or abandon or discontinue the maintenance of any patent or patent application included in the Patent Rights without the prior written notification to OHSU. Licensee will give OHSU at least [***] prior written notice of its intent to abandon the prosecution of any patent application or to discontinue the maintenance of any patent or patent application included in the Patent Rights at which time OHSU will be responsible for prosecution of the patent application or maintenance of the patent if it chooses to continue prosecution or maintenance of the patent. If Licensee is in default of this Agreement or any Technology Addendum and a [***] cure period for such default has expired, or if Licensee has not fully reimbursed OHSU for all Patent Costs, then OHSU may assume, at its discretion and with written notice to Licensee, responsibility for the prosecution and maintenance of the Patent Rights. Licensee will cooperate with AKERO’s requests for data, affidavits, and other information and assistance to support in the transfer of prosecution and maintenance of the Patent Rights in to OHSU as rapidly as practicable and at Licensee’s expense. Prior to Licensee (i) entering liquidation, (ii) having a receiver or administrator appointed over any assets related to this Agreement, (iii) making any voluntary assignment with or for the Licensed Patents; providedbenefit of any of its creditors, however(iv) ceasing to carry on business, that AKERO or any similar event under the law of any foreign jurisdiction, OHSU shall reimburse AMGEN assume, at its discretion, responsibility for its reasonable expenses with respect to such cooperation (including AMGEN’s or its Affiliate’s employee’s time at the FTE Rate), within forty-five (45) days of receiving a written invoice therefor. AKERO shall keep AMGEN reasonably informed, in person or by telephone or email, regarding the status of such prosecution and maintenance activities, of the Patent Rights and AKERO shall promptly upon receipt forward to AMGEN copies of any significant office actions, communications, and correspondence relating CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. to Licensee will transfer the Licensed Patents. AMGEN shall have the right to comment on and to discuss prosecution and maintenance activities with AKERO, and AKERO shall consider of the same in good faith and shall provide AMGEN with copies of all proposed filings and correspondence Patent Rights to give AMGEN the opportunity to review and commentOHSU immediately at Licensee’s expense.