Common use of Prosecution and Maintenance Clause in Contracts

Prosecution and Maintenance. (a) As between the Parties, Cellectis shall have the sole and exclusive right to prosecute and maintain the Licensed Cellectis IP and Licensed XXXXX Xxxx (it being understood that, and Calyxt acknowledges and agrees that, pursuant to the UMinn License, the University of Minnesota has the sole and exclusive right to prosecute and maintain the UMinn IP). Subject to any rights granted to any third parties prior to the date hereof with respect to any Exclusively Licensed Cellectis Patents, Cellectis shall (i) keep Calyxt reasonably informed of all steps to be taken in connection with the prosecution and maintenance of the Exclusively Licensed Cellectis Patents, and (ii) consider in good faith (or, in the case of any Exclusively Licensed Cellectis Patents being prosecuted by the University of Minnesota, use commercially reasonable efforts to cause the University of Minnesota to consider in good faith) all reasonable comments and suggestions by Calyxt regarding such matters, including in respect of any actions, decisions, applications, amendments, submissions or correspondence related thereto. Notwithstanding the foregoing, subject to any rights granted to any third parties prior to the date hereof with respect to any Exclusively Licensed Cellectis Patents, in the event that Cellectis elects to abandon or otherwise cease prosecuting and maintaining any Exclusively Licensed Cellectis Patent (excluding the Patents licensed to Cellectis under the UMinn License), prior to any such abandonment, Calyxt shall have the option to acquire at no cost any such Exclusively Licensed Cellectis Patent and assume the responsibility for the prosecution and maintenance of such Exclusively Licensed Cellectis Patent (it being understood that, in the event that Calyxt exercises such option to acquire such Exclusively Licensed Cellectis Patent, (A) Cellectis shall execute and deliver any documents and perform any other acts, in each case as may be reasonably necessary to effect the foregoing and (B) effective as of Calyxt acquiring ownership of such Exclusively Licensed Cellectis Patent, such Exclusively Licensed Cellectis Patent shall thereafter be automatically deemed to be licensed to Cellectis under the licenses granted to Cellectis pursuant to Section 2.05). (b) As between the Parties, Calyxt shall have the sole and exclusive right to prosecute and maintain all Intellectual Property Rights owned or otherwise controlled by Calyxt or any of its Affiliates, including all Intellectual Property Rights in or to any Calyxt Improvements. To the extent that any Calyxt Improvement Patents relate to any subject matter outside of the Calyxt Field, Calyxt shall (i) keep Cellectis reasonably informed of all steps to be taken in connection with the prosecution and maintenance of such Calyxt Improvement Patents, and (ii) consider in good faith all reasonable comments and suggestions by Cellectis regarding such matters, including in respect of any actions, decisions, applications, amendments, submissions or correspondence related thereto. Notwithstanding the foregoing, in the event that Calyxt elects to abandon or otherwise cease prosecuting or maintaining any such Calyxt Improvement Patent related to any subject matter outside of the Calyxt Field, prior to any such abandonment, Cellectis shall have the option to acquire at no cost any such Calyxt Improvement Patent and assume the responsibility for the prosecution and maintenance of such Calyxt Improvement Patent (it being understood that, in the event that Cellectis exercises such option to acquire such Calyxt Improvement Patent, (x) Calyxt shall execute and deliver any documents and perform any other acts, in each case as may be reasonably necessary to effect the foregoing and (y) effective as of Cellectis acquiring ownership of such Calyxt Improvement Patent, such Calyxt Improvement Patent shall thereafter be automatically deemed to be licensed to Calyxt under the Calyxt License).

Prosecution and Maintenance. (a) As between the PartiesUnless otherwise set forth in this Section 4.3, Cellectis (i) Licensor shall have the sole and exclusive right to prepare, file, prosecute and maintain all patents and patent applications in Licensed Patent Rights for which Licensor has patent prosecution and maintenance rights (including without limitation all such patents and patent applications in the Licensed Cellectis IP Sublicensed Intellectual Property); and Licensed XXXXX Xxxx (it being understood that, and Calyxt acknowledges and agrees that, pursuant to ii) Licensor shall provide Holdings with (1) quarterly reports regarding the UMinn License, the University status of Minnesota has the sole and exclusive right to prosecute and maintain the UMinn IP). Subject to any rights granted to any third parties prior to the date hereof with respect to any Exclusively Licensed Cellectis Patents, Cellectis shall (i) keep Calyxt reasonably informed of all steps to be taken in connection with the prosecution and maintenance of Licensed Patent Rights, (2) copies of and/or access to any patent documents related to the Exclusively Licensed Cellectis PatentsPatent Rights as reasonably requested by Holdings, (3) copies of patent applications and other substantive patent prosecution documents pertaining to the Program-Specific Patents prior to filing in the United States so as to afford Holdings and its patent counsel, at Holdings’ expense, a reasonable opportunity to review and comment on such documents and (ii4) consider timely answers to Holdings’ questions regarding the status of patents and patent applications in good faith Licensed Patent Rights. (or, in the case of any Exclusively Licensed Cellectis Patents being prosecuted by the University of Minnesota, b) Licensor will use commercially reasonable efforts to cause seek the University allowance of Minnesota to consider in good faith) all reasonable comments broad generic claims that read on Products as well as Program-Specific Claims, consistent with Licensor’s determination of enforceability, business considerations and suggestions by Calyxt regarding such matters, including in respect other factors. Portions of any actions, decisions, applications, amendments, submissions or correspondence related thereto. Notwithstanding this Exhibit were omitted and have been filed separately with the foregoing, subject to any rights granted to any third parties prior Secretary of the Commission pursuant to the date hereof with respect Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (c) Subject to any Exclusively Licensed Cellectis Patents, a reasonable allocation of costs in the event that Cellectis elects any Program-Specific Patent relates to abandon or otherwise cease prosecuting and maintaining any Exclusively Licensed Cellectis Patent (excluding Licensor’s business other than the Patents licensed to Cellectis under Programs, the UMinn License), prior to any such abandonment, Calyxt shall have the option to acquire at no cost any such Exclusively Licensed Cellectis Patent and assume the responsibility for of the prosecution and maintenance of Program-Specific Patents shall be paid by Holdings. Upon the scope of any Licensed Patent Rights being amended so that the patent or patent application’s claims no longer relate to, or are exploitable in connection with, any Product and/or any Program, for which Licensor has not exercised a Discontinuation Option, such Exclusively patent or patent application shall cease to be a Licensed Cellectis Patent Right and all rights and obligations with respect to such patent or patent application (including costs, fees, prosecution, maintenance and enforcement) shall revert to Licensor. (d) Holdings shall not be responsible for the costs of any interference or reexamination initiated by Licensor with respect to the Program-Specific Patents (except to the extent allocated in the Development Budget), unless the Parties mutually agree in writing (i) that it being understood that, is reasonably necessary or useful to file and prosecute such interference or re-examination in connection with such Program-Specific Patents to protect their interests in such Program-Specific Patents and (ii) to a reasonable allocation of costs in the event that Calyxt exercises such option to acquire such Exclusively Licensed Cellectis Patent, (A) Cellectis shall execute and deliver any documents and perform any other acts, in each case as may be reasonably necessary to effect the foregoing and (B) effective as of Calyxt acquiring ownership of such Exclusively Licensed Cellectis Patent, such Exclusively Licensed Cellectis Patent shall thereafter be automatically deemed to be licensed to Cellectis under the licenses granted to Cellectis pursuant to Section 2.05). (b) As between the Parties, Calyxt shall have the sole and exclusive right to prosecute and maintain all Intellectual Property Rights owned or otherwise controlled by Calyxt or any of its Affiliates, including all Intellectual Property Rights in or to any Calyxt Improvements. To the extent that any Calyxt Improvement Program-Specific Patents relate to any subject matter outside of Licensor’s business other than the Calyxt FieldPrograms, Calyxt shall which agreement will not be unreasonably withheld or delayed. In the event, however, that (i) keep Cellectis Holdings does not agree to pay such costs (or its share of costs as reasonably informed of all steps to be taken in connection with the prosecution and maintenance allocated as set forth above) of such Calyxt Improvement Patents, interference or reexamination and (ii) consider Licensor successfully files and prosecutes or settles such interference or reexamination at its sole cost, then the licenses granted by Licensor to Holdings in good faith all reasonable comments and suggestions Section 2.1 herein shall immediately terminate with respect to specific Program-Specific Patent subject to such interference or reexamination. (e) Holdings shall not be responsible for the costs of any opposition, protest or reexamination initiated by Cellectis regarding such mattersLicensor with respect to any intellectual property rights owned or controlled by a third party, including those related to any pending patent application, (except to the extent allocated in respect the Development Budget), unless the Parties mutually agree in writing (i) that it is reasonably necessary or useful to file and prosecute such opposition, protest or reexamination in connection with such third party intellectual property to protect their interests in the Programs and (ii) to a reasonable allocation of any actions, decisions, applications, amendments, submissions or correspondence related thereto. Notwithstanding the foregoing, costs in the event that Calyxt elects such third party intellectual property relates to abandon Licensor’s business other than the Programs, which agreement will not be unreasonably withheld or otherwise cease delayed. (f) Each Party shall provide the prosecuting or maintaining any such Calyxt Improvement Patent related to any subject matter outside of the Calyxt Field, prior to any such abandonment, Cellectis shall have the option to acquire at no cost any such Calyxt Improvement Patent and assume the responsibility for the prosecution and maintenance of such Calyxt Improvement Patent (it being understood that, in the event that Cellectis exercises such option to acquire such Calyxt Improvement Patent, (x) Calyxt shall execute and deliver any documents and perform any other acts, in each case as may be reasonably necessary to effect the foregoing and (y) effective as of Cellectis acquiring ownership of such Calyxt Improvement Patent, such Calyxt Improvement Patent shall thereafter be automatically deemed to be licensed to Calyxt Party with reasonable cooperation under the Calyxt License)this Section 4.3.

Prosecution and Maintenance. (a) As between the PartiesUnless otherwise set forth in this Section 4.3, Cellectis (i) Licensor shall have the sole and exclusive right to prepare, file, prosecute and maintain the those patents and patent applications in Licensed Cellectis IP and Licensed XXXXX Xxxx (it being understood that, and Calyxt acknowledges and agrees that, pursuant to the UMinn License, the University of Minnesota Patent Rights for which Licensor has the sole and exclusive right to prosecute and maintain the UMinn IP). Subject to any rights granted to any third parties prior to the date hereof with respect to any Exclusively Licensed Cellectis Patents, Cellectis shall (i) keep Calyxt reasonably informed of all steps to be taken in connection with the patent prosecution and maintenance of the Exclusively Licensed Cellectis Patents, rights; and (ii) consider in good faith Licensor shall provide Symphony Dynamo with (or, in 1) quarterly reports regarding the case status of any Exclusively Licensed Cellectis Patents being prosecuted by the University of Minnesota, use commercially reasonable efforts to cause the University of Minnesota to consider in good faith) all reasonable comments and suggestions by Calyxt regarding such matters, including in respect of any actions, decisions, applications, amendments, submissions or correspondence related thereto. Notwithstanding the foregoing, subject to any rights granted to any third parties prior to the date hereof with respect to any Exclusively Licensed Cellectis Patents, in the event that Cellectis elects to abandon or otherwise cease prosecuting and maintaining any Exclusively Licensed Cellectis Patent (excluding the Patents licensed to Cellectis under the UMinn License), prior to any such abandonment, Calyxt shall have the option to acquire at no cost any such Exclusively Licensed Cellectis Patent and assume the responsibility for the prosecution and maintenance of such Exclusively patents and patent applications, (2) copies of and/or access to any patent documents as reasonably requested by Symphony Dynamo, (3) copies of patent applications and other substantive patent prosecution documents pertaining to the Licensed Cellectis Patent Rights (it being understood thatand that relate to the Programs, Products or Symphony Dynamo Products) prior to filing in the event that Calyxt exercises United States so as to afford Symphony Dynamo and its patent counsel, at Symphony Dynamo’s expense, a reasonable opportunity to review and comment on such option to acquire such Exclusively Licensed Cellectis Patent, (A) Cellectis shall execute and deliver any documents and perform any other acts, (4) timely answers to Symphony Dynamo’s questions regarding the status of patents and patent applications in each case as may be reasonably necessary to effect the foregoing and (B) effective as of Calyxt acquiring ownership of such Exclusively Licensed Cellectis Patent, such Exclusively Licensed Cellectis Patent shall thereafter be automatically deemed to be licensed to Cellectis under the licenses granted to Cellectis pursuant to Section 2.05)Rights. (b) As between Licensor will use commercially reasonable efforts to seek the Partiesallowance of broad generic claims, Calyxt shall have the sole consistent with Licensor’s determination of enforceability, business considerations and exclusive right to prosecute and maintain all Intellectual Property Rights owned or otherwise controlled by Calyxt or any of its Affiliates, including all Intellectual Property Rights in or other factors. (c) Subject to any Calyxt Improvements. To such costs paid by Third Party Licensors and a reasonable allocation of costs to the extent that any Calyxt Improvement Patents relate the Licensed Patent Rights claim or describe technologies related to any subject matter outside Licensor’s business other than the Programs, the cost of the Calyxt Field, Calyxt shall (i) keep Cellectis reasonably informed of all steps to be taken in connection with the such prosecution and maintenance of Licensed Patent Rights shall be paid by Symphony Dynamo. Upon the scope of any Licensed Patent Rights being amended so that the patent or patent application’s claims no [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. longer relate to any Products for which Licensor has not exercised a Program Option or Discontinuation Option, such Calyxt Improvement Patentspatent or patent application shall cease to be a Licensed Patent Right and all rights and obligations with respect to such patent or patent application (including costs, fees, prosecution, maintenance and enforcement) shall revert to Licensor. (d) Symphony Dynamo shall not be responsible for the costs of any opposition, interference or reexamination initiated by Licensor with respect to the Licensed Patent Rights (except to the extent allocated in the Development Budget), unless the Parties mutually agree in writing (i) that it is reasonably necessary or useful to file and prosecute such opposition, interference or re-examination in connection with such Licensed Patent Rights to protect their interests in such Licensed Patent Rights and (ii) consider in good faith all to a reasonable comments and suggestions by Cellectis regarding such matters, including in respect allocation of any actions, decisions, applications, amendments, submissions costs to the extent that the Licensed Patent Rights claim or correspondence related thereto. Notwithstanding the foregoing, in the event that Calyxt elects to abandon or otherwise cease prosecuting or maintaining any such Calyxt Improvement Patent describe technologies related to any subject matter outside Licensor’s business other than the Programs, which agreement will not be unreasonably withheld or delayed. In the event, however, that (i) Symphony Dynamo does not agree to pay such costs (or its share of the Calyxt Field, prior to any such abandonment, Cellectis shall have the option to acquire at no cost any such Calyxt Improvement Patent and assume the responsibility for the prosecution and maintenance costs as reasonably allocated as set forth above) of such Calyxt Improvement Patent (it being understood thatopposition, in the event that Cellectis exercises such option to acquire such Calyxt Improvement Patent, (x) Calyxt shall execute and deliver any documents and perform any other acts, in each case as may be reasonably necessary to effect the foregoing interference or reexamination and (yii) effective as of Cellectis acquiring ownership of Licensor successfully files and prosecutes such Calyxt Improvement Patentopposition, interference or reexamination at its sole cost, then the licenses granted by Licensor to Symphony Dynamo in Section 2.2 herein shall immediately terminate with respect to specific Licensed Patent Rights subject to such Calyxt Improvement Patent opposition, interference or reexamination. (e) Each Party shall thereafter be automatically deemed to be licensed to Calyxt provide the prosecuting Party with reasonable cooperation under the Calyxt License)this Section 4.3.

Prosecution and Maintenance. (a) As between To the fullest extent legally and contractually entitled, CYTOGEN hereby grants to the LLC the exclusive right to prepare new applications based on CYTOGEN Technical Information licensed hereunder, prepare continuing patent applications which contain claims directed to subject matter in the Field and claim priority to the Licensed CYTOGEN Patents, file, and 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 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 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, Cellectis of the rights licensed to the LLC. CYTOGEN shall have cooperate, at the sole LLC’s expense, with all reasonable requests of the LLC in all such activities. If at any time the LLC determines not to prepare, file or prosecute a Patent licensed to the LLC hereunder, maintain or extend the term of any 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 exclusive grant back to CYTOGEN the right to conduct any such activity. If the right to prepare, file or prosecute and maintain the Licensed Cellectis IP and Licensed XXXXX Xxxx (it being understood that, and Calyxt acknowledges and agrees that, pursuant any Patent licensed by CYTOGEN to the UMinn LicenseLLC hereunder, or to maintain or extend or to defend against any Third Party conflicts, oppositions or interferences involving any Patent licensed to the University of Minnesota has LLC hereunder cannot be granted to the sole 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 exclusive contractually entitled, CYTOGEN grants to the LLC the right to prosecute review and maintain the UMinn IP). Subject to any rights granted to any third parties prior to the date hereof with respect to any Exclusively Licensed Cellectis Patents, Cellectis shall (i) keep Calyxt reasonably informed of all steps to be taken in connection with comment on the prosecution and maintenance of the Exclusively Licensed Cellectis Patents, patents and (ii) consider in good faith (or, in the case of any Exclusively Licensed Cellectis Patents being prosecuted by the University of Minnesota, use commercially reasonable efforts patent applications which claim priority to cause the University of Minnesota or are otherwise related to consider in good faith) all reasonable comments and suggestions by Calyxt regarding such matters, including in respect of any actions, decisions, applications, amendments, submissions or correspondence related thereto. Notwithstanding the foregoing, subject to any rights granted to any third parties prior to the date hereof with respect to any Exclusively Licensed Cellectis Patents, in the event that Cellectis elects to abandon or otherwise cease prosecuting and maintaining any Exclusively Licensed Cellectis Patent (excluding the Patents licensed to Cellectis under the UMinn License)LLC hereunder. The cost of such activities shall be borne by the LLC; provided, prior however, that if less than all of the rights to any such abandonmentPatent has been licensed to the LLC pursuant hereto, Calyxt the LLC shall have bear only that portion of the option cost of such activities as reflects the proportionate economic value, as agreed upon in good faith by the Parties, [*] CONFIDENTIAL TREATMENT REQUESTED CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION of the rights licensed to acquire at no cost any such Exclusively Licensed Cellectis Patent the LLC. The LLC also grants to CYTOGEN the right to review and assume the responsibility for comment on 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 Exclusively Licensed Cellectis Patent (it being understood thatactivities 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 that Calyxt exercises such option an issued patent contains claims directed only to acquire such Exclusively Licensed Cellectis Patent, (A) Cellectis shall execute and deliver any documents and perform any other acts, in each case as may be reasonably necessary to effect the foregoing and (B) effective as of Calyxt acquiring ownership of such Exclusively Licensed Cellectis Patent, such Exclusively Licensed Cellectis Patent shall thereafter be automatically deemed to be licensed to Cellectis under the licenses granted to Cellectis pursuant to Section 2.05). (b) As between the Parties, Calyxt shall have the sole and exclusive right to prosecute and maintain all Intellectual Property Rights owned or otherwise controlled by Calyxt or any of its Affiliates, including all Intellectual Property Rights in or to any Calyxt Improvements. To the extent that any Calyxt Improvement Patents relate to any subject matter which falls entirely outside of the Calyxt Field, Calyxt the patent shall (i) keep Cellectis reasonably informed be removed from Annex A. For purposes of all steps clarity, upon removal of a patent from Annex A, the patent shall be considered to be taken in connection with fall outside the prosecution and maintenance definition of such Calyxt Improvement Licensed CYTOGEN Patents, and (ii) consider in good faith all reasonable comments and suggestions by Cellectis regarding such matters, including in respect of any actions, decisions, applications, amendments, submissions or correspondence related thereto. Notwithstanding the foregoing, in the event that Calyxt elects to abandon or otherwise cease prosecuting or maintaining any such Calyxt Improvement Patent related to any subject matter outside of the Calyxt Field, prior to any such abandonment, Cellectis shall have the option to acquire at no cost any such Calyxt Improvement Patent and assume the responsibility for the prosecution and maintenance of such Calyxt Improvement Patent (it being understood that, in the event that Cellectis exercises such option to acquire such Calyxt Improvement Patent, (x) Calyxt shall execute and deliver any documents and perform any other acts, in each case as may be reasonably necessary to effect the foregoing and (y) effective as of Cellectis acquiring ownership of such Calyxt Improvement Patent, such Calyxt Improvement Patent shall thereafter be automatically deemed to be licensed to Calyxt under the Calyxt License).

Prosecution and Maintenance. (a) As between the Parties, Cellectis shall have the sole and exclusive right to prosecute and maintain the Licensed Cellectis IP and Licensed XXXXX Xxxx (it being understood that, and Calyxt acknowledges and agrees that, pursuant to the UMinn License, the University of Minnesota has the sole and exclusive right to prosecute and maintain the UMinn IP). Subject to any rights granted to any third parties prior to the date hereof with respect to any Exclusively Licensed Cellectis Patents, Cellectis shall (i) keep Calyxt reasonably informed of all steps to be taken in connection with the prosecution and maintenance of the Exclusively Licensed Cellectis Patents, and (ii) consider in good faith (or, in the case of any Exclusively Licensed Cellectis Patents being prosecuted by the University of Minnesota, use commercially reasonable efforts to cause the University of Minnesota to consider in good faith) all reasonable comments and suggestions by Calyxt regarding such matters, including in respect of any actions, decisions, applications, amendments, submissions or correspondence related thereto. Notwithstanding the foregoing, subject to any rights granted to any third parties prior to the date hereof with respect to any Exclusively Licensed Cellectis Patents, in the event that the University of Minnesota or Cellectis elects to abandon or otherwise cease prosecuting and maintaining any Exclusively Licensed Cellectis Patent (excluding the Patents licensed to Cellectis under the UMinn License)Patent, prior to any such abandonment, (A) in the case of the University of Minnesota as the abandoning party, Cellectis shall use commercially reasonable efforts to acquire such Exclusively Licensed Cellectis Patent from the University of Minnesota and assume the responsibility for the prosecution and maintenance therefor, or secure Calyxt’s right to acquire from the University of Minnesota such Exclusively Licensed Cellectis Patent (it being understood that, in the event that Cellectis elects to secure Calyxt’s right to acquire such Exclusively Licensed Cellectis Patent from the University of Minnesota, Cellectis shall use commercially reasonable efforts to cause the University of Minnesota to execute and deliver any documents and perform any other acts, in each case as may be reasonably necessary to effect the foregoing), and (B) in the case of Cellectis as the abandoning party, Calyxt shall have the option to acquire at no cost any such Exclusively Licensed Cellectis Patent and assume the responsibility for the prosecution and maintenance of such Exclusively Licensed Cellectis Patent (it being understood that, in the event that Calyxt exercises such option to acquire such Exclusively Licensed Cellectis Patent, (Ax) Cellectis shall execute and deliver any documents and perform any other acts, in each case as may be reasonably necessary to effect the foregoing and (By) effective as of Calyxt acquiring ownership of such Exclusively Licensed Cellectis Patent, such Exclusively Licensed Cellectis Patent shall thereafter be automatically deemed to be licensed to Cellectis under the licenses license granted to Cellectis pursuant to Section 2.052.04). (b) As between the Parties, Calyxt shall have the sole and exclusive right to prosecute and maintain all Intellectual Property Rights owned or otherwise controlled by Calyxt or any of its Affiliates, including all Intellectual Property Rights in or to any Calyxt Improvements. To the extent that any Calyxt Improvement Patents relate to any subject matter outside of the Calyxt Field, Calyxt shall (i) keep Cellectis reasonably informed of all steps to be taken in connection with the prosecution and maintenance of such Calyxt Improvement Patents, and (ii) consider in good faith all reasonable comments and suggestions by Cellectis regarding such matters, including in respect of any actions, decisions, applications, amendments, submissions or correspondence related thereto. Notwithstanding the foregoing, in the event that Calyxt elects to abandon or otherwise cease prosecuting or maintaining any such Calyxt Improvement Patent related to any subject matter outside of the Calyxt Field, prior to any such abandonment, Cellectis shall have the option to acquire at no cost any such Calyxt Improvement Patent and assume the responsibility for the prosecution and maintenance of such Calyxt Improvement Patent (it being understood that, in the event that Cellectis exercises such option to acquire such Calyxt Improvement Patent, (x) Calyxt shall execute and deliver any documents and perform any other acts, in each case as may be reasonably necessary to effect the foregoing and (y) effective as of Cellectis acquiring ownership of such Calyxt Improvement Patent, such Calyxt Improvement Patent shall thereafter be automatically deemed to be licensed to Calyxt under the Calyxt License).

Prosecution and Maintenance. (a) As between the PartiesUnless otherwise set forth in this Section 4.3, Cellectis shall have the sole and exclusive right to prosecute and maintain the Licensed Cellectis IP and Licensed XXXXX Xxxx (it being understood that, and Calyxt acknowledges and agrees that, pursuant to the UMinn License, the University of Minnesota has the sole and exclusive right to prosecute and maintain the UMinn IP). Subject to any rights granted to any third parties prior to the date hereof with respect to any Exclusively Licensed Cellectis Patents, Cellectis shall (i) keep Calyxt reasonably informed Licensor shall prepare, file, prosecute and maintain, in the name of all steps to be taken Licensor, those patents and patent applications in connection with the Licensed Patent Rights for which, as between Licensor and Third Party Licensors, Licensor has patent prosecution and maintenance of the Exclusively Licensed Cellectis Patents, rights at such time; and (ii) consider in good faith Licensor shall provide Symphony Evolution with (or, in 1) quarterly reports regarding the case status of any Exclusively Licensed Cellectis Patents being prosecuted by the University of Minnesota, use commercially reasonable efforts to cause the University of Minnesota to consider in good faith) all reasonable comments and suggestions by Calyxt regarding such matters, including in respect of any actions, decisions, applications, amendments, submissions or correspondence related thereto. Notwithstanding the foregoing, subject to any rights granted to any third parties prior to the date hereof with respect to any Exclusively Licensed Cellectis Patents, in the event that Cellectis elects to abandon or otherwise cease prosecuting and maintaining any Exclusively Licensed Cellectis Patent (excluding the Patents licensed to Cellectis under the UMinn License), prior to any such abandonment, Calyxt shall have the option to acquire at no cost any such Exclusively Licensed Cellectis Patent and assume the responsibility for the prosecution and maintenance of such Exclusively Licensed Cellectis Patent (it being understood that, in the event that Calyxt exercises such option to acquire such Exclusively Licensed Cellectis Patentpatents and patent applications, (A2) Cellectis shall execute copies of any patent documents provided to GlaxoSmithKline with respect to such patents and deliver any documents and perform any other actspatent applications, in each case as may be reasonably necessary to effect the foregoing and (B3) effective as timely answers to Symphony Evolution’s questions regarding the status of Calyxt acquiring ownership of such Exclusively patents and patent applications in Licensed Cellectis Patent, such Exclusively Licensed Cellectis Patent shall thereafter be automatically deemed to be licensed to Cellectis under the licenses granted to Cellectis pursuant to Section 2.05)Rights. (b) As between Licensor will use commercially reasonable efforts to seek the allowance of broad generic claims, consistent with Licensor’s determination of enforceability, business considerations and other factors. [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. (c) Subject to any such costs paid by Third Party Licensors, the cost of such prosecution and maintenance of Licensed Patent Rights shall be paid by Symphony Evolution. Upon the scope of any Licensed Patent Rights being amended so that the patent or patent application’s claims no longer relate to XL647, XL784, XL999 or any Products, such patent or patent application shall cease to be a Licensed Patent Right and all rights and obligations with respect to such patent or patent application (including costs, fees, prosecution, maintenance and enforcement) shall revert to Licensor. (d) Symphony Evolution shall not be responsible for the costs of any interference or reexamination initiated by Licensor with respect to the Licensed Patent Rights (except to the extent allocated in the Development Budget), unless the Parties mutually agree in writing that it is reasonably necessary or useful to file and prosecute such interference or re-examination in connection with such Licensed Patent Rights to protect their interests in such Licensed Patent Rights, which agreement will not be unreasonably withheld or delayed. In the event of such agreement, unless otherwise agreed in writing by the Parties, Calyxt Symphony Evolution shall have pay all costs of such interference or reexamination. (e) Each Party shall provide the sole and exclusive right prosecuting Party with reasonable cooperation under this Section 4.3. (f) Symphony Evolution acknowledges that Licensor has certain obligations to prosecute and maintain all Intellectual Property Rights owned or otherwise controlled by Calyxt or any of its Affiliates, including all Intellectual Property Rights in or GlaxoSmithKline with respect to any Calyxt Improvements. To the extent that any Calyxt Improvement Patents relate to any subject matter outside of the Calyxt Field, Calyxt shall (i) keep Cellectis reasonably informed of all steps to be taken in connection with the prosecution and maintenance of such Calyxt Improvement Patents, certain patents and (ii) consider in good faith all reasonable comments and suggestions by Cellectis regarding such matterspatent applications within the Licensed Patent Rights, including without limitation certain obligations to [ * ]. Nothing in respect of any actions, decisions, applications, amendments, submissions or correspondence related theretothis Agreement shall be interpreted as requiring Licensor to breach such obligations to GlaxoSmithKline. Notwithstanding the foregoing, Licensor shall use commercially reasonable efforts to make, no later than upon any expiration of the Term without Licensor’s exercise of the Purchase Option, any amendment to the GSK Agreement (as defined in the event Section 4.10) that Calyxt elects may be necessary to abandon or otherwise cease prosecuting or maintaining provide that, upon any such Calyxt Improvement Patent related to any subject matter outside expiration of the Calyxt FieldTerm, prior GlaxoSmithKline shall no longer have any rights with respect to any such abandonment, Cellectis shall have the option to acquire at no cost any such Calyxt Improvement Patent and assume the responsibility for the prosecution and maintenance of such Calyxt Improvement Patent (it being understood that, in the event that Cellectis exercises such option to acquire such Calyxt Improvement Patent, (x) Calyxt shall execute and deliver any documents and perform any other acts, in each case as may be reasonably necessary to effect the foregoing and (y) effective as of Cellectis acquiring ownership of such Calyxt Improvement Patent, such Calyxt Improvement Patent shall thereafter be automatically deemed to be licensed to Calyxt under the Calyxt License)[ * ].