Common use of Prosecution and Maintenance Clause in Contracts

Prosecution and Maintenance. (a) Lifecore shall, or shall cause CCF to, diligently prosecute and maintain the Sublicensed Patents and the Licensed Trademark, using counsel of its choice. Such counsel shall promptly provide ISB with copies of all relevant documentation, notices, and communications (written and oral) with government officials, so that ISB may be informed and apprised of the continuing prosecution. ISB agrees to keep this documentation confidential. (b) ISB shall pay, or reimburse Lifecore, for all reasonable and necessary out-of-pocket-costs (including attorneys’ and filing fees) incurred on or after the Effective Date for preparing, filing, prosecuting (including interferences, re-examinations and reissues), and maintaining each of the Sublicensed Patents and the Licensed Trademark in the jurisdictions identified on Exhibit 1. For expenses incurred after the Effective Date, Lifecore will provide ISB invoices specifying the date on which the expense was incurred and the purpose of the expense (including, as applicable, a summary of patent attorney services giving rise to the expense). ISB will pay Lifecore within 30 days of receipt of Lifecore’s invoices. (c) ISB consents to the maintenance of the Sublicensed Patents and Licensed Trademark that have already been filed and/or issued as of the Effective Date. ISB’s obligation to pay the prosecution and maintenance costs described in this Section 5.1 shall continue during the Term, provided, however, that ISB may terminate its obligations with respect to any given Sublicensed Patent or Licensed Trademark upon three (3) months’ prior written notice to Lifecore. Commencing on the effective date of such notice, (i) ISB shall thereafter have no license right under this Agreement under that Sublicensed Patent or Licensed Trademark in the applicable country, and (ii) Lifecore may abandon or continue prosecution and/or maintenance of such application(s), patent(s) or trademark(s) at its sole discretion and expense.

Prosecution and Maintenance. (ai) Lifecore shallLicensor shall have the first right, or shall cause CCF tobut not the obligation, diligently prosecute and maintain to control the Sublicensed Patents and the Licensed Trademark, using counsel of its choice. Such counsel shall promptly provide ISB with copies of all relevant documentation, notices, and communications (written and oral) with government officials, so that ISB may be informed and apprised of the continuing prosecution. ISB agrees to keep this documentation confidential. (b) ISB shall pay, or reimburse Lifecore, for all reasonable and necessary out-of-pocket-costs (including attorneys’ and filing fees) incurred on or after the Effective Date for preparing, filing, prosecuting (including interferences, re-examinations prosecution and reissues), and maintaining each of the Sublicensed Patents and the Licensed Trademark in the jurisdictions identified on Exhibit 1. For expenses incurred after the Effective Date, Lifecore will provide ISB invoices specifying the date on which the expense was incurred and the purpose of the expense (including, as applicable, a summary of patent attorney services giving rise to the expense). ISB will pay Lifecore within 30 days of receipt of Lifecore’s invoices. (c) ISB consents to the maintenance of the Sublicensed Patents Licensed Patent Rights, at Licensee's sole cost and Licensed Trademark that have already been filed and/or issued as expense and by counsel of Licensor's own choice. Licensor will invoice Licensee on a monthly basis for payment of costs and expenses for filing, prosecution and maintenance of the Effective Date. ISB’s obligation Licensed Patent Rights, and Licensee shall be required to pay such invoices within thirty (30) days after receipt. Licensor shall keep Licensee informed of the status of prosecution and maintenance of such Licensed Patent Rights. Licensor shall provide Licensee an opportunity to review and provide to Licensor comments on draft filings and submissions related to the prosecution and maintenance costs described of such Licensed Patent Rights, which comments Licensor shall consider in this Section 5.1 good faith. If Licensor desires not to file, or to abandon or cease prosecution and maintenance of any Licensed Patent Rights, Licensor shall continue during provide reasonable prior written notice to Licensee of such intention not to file, or to abandon or cease prosecution and maintenance (which notice shall, to the Termextent possible, provided, however, be given no later than sixty (60) days prior to the next deadline for any action that ISB may terminate its obligations must be taken with respect to any given Sublicensed such Licensed Patent Rights in the relevant patent office). In such case, Licensee (or Licensed Trademark upon three (3its Affiliate or Sublicensee) months’ prior written notice shall have the right to Lifecore. Commencing on the effective date assume prosecution and maintenance of such notice, Licensed Patent Rights at Licensee's (ior its Affiliate's or Sublicensee's) ISB shall thereafter have no license right under this Agreement under that Sublicensed Patent sole cost and expense and by counsel of Licensee's (or Licensed Trademark in the applicable country, and its Affiliate's or Sublicensee's) own choice. (ii) Lifecore may In the event Licensee assumes prosecution and maintenance of Licensed Patent Rights after Licensor's decision not to file, abandon or continue cease prosecution and/or and maintenance of such application(s)Licensed Patent Rights, patent(s) or trademark(s) at its sole discretion Licensee shall provide Licensor an opportunity to review and expenseprovide to Licensee comments on draft filings and submissions related to the prosecution and maintenance of such Licensed Patent Rights, which comments Licensee shall consider in good faith.

Prosecution and Maintenance. During the term of this Agreement, TMC shall have responsibility for prosecuting, maintaining and defending the Biogen Patent Rights, and in doing so shall use a level of effort and professional representation consistent with the level of effort and professional representation a mid-size biotechnology company would use to prosecute, maintain and defend its own patent rights. Notwithstanding anything herein to the contrary, TMC shall obtain Biogen's written consent prior to (ai) Lifecore shallinstituting any reissue or reexamination proceedings with respect to any Biogen Patent Rights that are issued patents as of the Effective Date, or shall cause CCF to(ii) making any strategic decision in any opposition, diligently prosecute and maintain the Sublicensed Patents and the Licensed Trademarknullity, using counsel of its choice. Such counsel shall promptly provide ISB with copies of all relevant documentation, notices, and communications (written and oral) with government officials, so reissue or reexamination proceedings involving any Biogen Patent Rights that ISB may be informed and apprised are issued patents as of the continuing prosecutionEffective Date, which Biogen consent shall not be unreasonably withheld. ISB agrees to keep this documentation confidential. (b) ISB TMC shall pay, or reimburse Lifecore, for bear all reasonable and necessary out-of-pocket-costs (including attorneys’ and filing fees) incurred on or after the Effective Date for preparing, filing, prosecuting (including interferences, re-examinations and reissues), and maintaining each of the Sublicensed Patents costs of prosecution, maintenance and defense of the Licensed Trademark in the jurisdictions identified on Exhibit 1. For expenses Biogen Patent Rights incurred after the Effective Date, Lifecore will provide ISB invoices specifying the date on which the expense was incurred and the purpose . TMC shall keep Biogen regularly informed of the expense (including, as applicable, a summary of patent attorney services giving rise to the expense). ISB will pay Lifecore within 30 days of receipt of Lifecore’s invoices. (c) ISB consents to the maintenance status of the Sublicensed Patents Biogen Patent Rights. TMC shall provide copies to Biogen of all filings and Licensed Trademark that have already been filed and/or issued correspondence with the patent offices, administrative boards or courts which TMC sends or receives in connection with prosecution, maintenance and defense of the Biogen Patent Rights. As soon as of practical after the Effective Date, Biogen shall provide to TMC a copy of Biogen's existing files on the Biogen Patent Rights. ISB’s obligation Biogen undertakes to pay promptly and fully cooperate in, and to provide all information and data and sign any documents reasonably necessary and requested by TMC for the prosecution prosecution, maintenance and maintenance costs described in this Section 5.1 defense of the Biogen Patents Rights. If TMC decides to abandon or to allow to lapse any Biogen Patent Right, TMC shall continue during the Term, provided, however, that ISB may terminate its obligations with respect inform Biogen at least ninety (90) days prior to any given Sublicensed Patent or Licensed Trademark upon three (3) months’ prior written notice to Lifecore. Commencing on the effective date of such noticedecision and Biogen shall be given the opportunity to prosecute such Biogen Patent Right which such Biogen Patent Right shall no longer be subject to this Agreement. Upon termination of TMC's responsibility for prosecuting and maintaining any Biogen Patent Rights, (i) ISB TMC shall thereafter have no license right under this Agreement under that Sublicensed promptly deliver to Biogen all files related to the Biogen Patent or Licensed Trademark in the applicable countryRights, and (ii) Lifecore may abandon or continue prosecution and/or maintenance of such application(s), patent(s) or trademark(s) at its sole discretion shall take all action and expenseexecute all documents reasonably necessary for Biogen to resume prosection.

Prosecution and Maintenance. (ai) Lifecore shallInside the Territory, or DSP shall cause CCF tohave the first right to prepare, diligently file, prosecute and maintain Joint Improvements at its own cost and expense. Through its progress reports submitted to the Sublicensed Patents and JSC pursuant to Section 3.5, DSP shall keep Intercept informed of the Licensed Trademark, using counsel of its choice. Such counsel shall promptly provide ISB with copies status of all relevant filings related to the Joint Improvements (including the nature of any objections and other information reasonably requested by Intercept) and 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 comment on the documentation. The Parties shall cooperate reasonably in the prosecution 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, noticesDSP intends to allow any Patent claiming a Joint Improvement to expire or intends to otherwise abandon any such Patent in the Territory, or decides not to file patent applications covering or claiming a Joint Invention in the Territory, DSP shall notify Intercept of such intention or decision at least ninety (90) days prior to any filing or payment due date, or any other that requires action, in connection with such Patent in the Territory, and communications (written Intercept shall thereupon have the right, but not the obligation to assume responsibility for the preparation, filing, prosecution or maintenance thereof at its sole cost and oral) expense, in the name of and solely owned by Intercept. Portions of this Exhibit, indicated by the maxx “[***],” were omitted and have been filed separately with government officials, so that ISB may be informed and apprised the Secretary of the continuing prosecution. ISB agrees Commission pursuant to keep this documentation confidentialthe Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended. (bii) ISB Outside the Territory, Intercept shall payhave the first right to prepare, file, prosecute and maintain Joint Improvement at its own cost and expense. Intercept shall keep DSP informed of the status of all filings related to the Joint Improvement and will provide Intercept with copies, in either Japanese or English, of all substantive documentation submitted to, or reimburse Lifecorereceived from, the patent offices in connection therewith. Intercept shall provide DSP with the right to comment on the documentation. The Parties shall cooperate reasonably in the prosecution of all Patents covering the Joint Improvement if practicably possible and shall share all material information relating thereto promptly after receipt of such information. If during the term of this Agreement, Intercept intends to allow any Patent claiming a Joint Improvement to expire or intends to otherwise abandon any such Patent outside the Territory, or decides not to file patent applications covering or claiming a Joint Invention in the Territory, Intercept shall notify DSP of such intention or decision at least ninety (90) days prior to any filing or payment due date, or any other that requires action, in connection with such Patent outside the Territory, and DSP shall thereupon have the right, but not the obligation to assume responsibility for all reasonable and necessary out-of-pocket-costs (including attorneys’ and filing fees) incurred on or after the Effective Date for preparingpreparation, filing, prosecuting (including interferences, re-examinations and reissues), and maintaining each of the Sublicensed Patents and the Licensed Trademark in the jurisdictions identified on Exhibit 1. For expenses incurred after the Effective Date, Lifecore will provide ISB invoices specifying the date on which the expense was incurred and the purpose of the expense (including, as applicable, a summary of patent attorney services giving rise to the expense). ISB will pay Lifecore within 30 days of receipt of Lifecore’s invoices. (c) ISB consents to the prosecution or maintenance of the Sublicensed Patents and Licensed Trademark that have already been filed and/or issued as of the Effective Date. ISB’s obligation to pay the prosecution and maintenance costs described in this Section 5.1 shall continue during the Term, provided, however, that ISB may terminate its obligations with respect to any given Sublicensed Patent or Licensed Trademark upon three (3) months’ prior written notice to Lifecore. Commencing on the effective date of such notice, (i) ISB shall thereafter have no license right under this Agreement under that Sublicensed Patent or Licensed Trademark in the applicable country, and (ii) Lifecore may abandon or continue prosecution and/or maintenance of such application(s), patent(s) or trademark(s) thereof at its sole discretion cost and expense, in the name of and solely owned by DSP.

Prosecution and Maintenance. (ai) Lifecore shallInside the Territory, or DSP shall cause CCF tohave the first right to prepare, diligently file, prosecute and maintain Joint Improvements at its own cost and expense. Through its progress reports submitted to the Sublicensed Patents and JSC pursuant to Section 3.5, DSP shall keep Intercept informed of the Licensed Trademark, using counsel of its choice. Such counsel shall promptly provide ISB with copies status of all relevant filings related to the Joint Improvements (including the nature of any objections and other information reasonably requested by Intercept) and 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 comment on the documentation. The Parties shall cooperate reasonably in the prosecution 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, noticesDSP intends to allow any Patent claiming a Joint Improvement to expire or intends to otherwise abandon any such Patent in the Territory, or decides not to file patent applications covering or claiming a Joint Invention in the Territory, DSP shall notify Intercept of such intention or decision at least ninety (90) days prior to any filing or payment due date, or any other that requires action, in connection with such Patent in the Territory, and communications (written and oral) with government officialsIntercept shall thereupon have the right, so that ISB may be informed and apprised of but not the continuing prosecution. ISB agrees obligation to keep this documentation confidential. (b) ISB shall pay, or reimburse Lifecore, assume responsibility for all reasonable and necessary out-of-pocket-costs (including attorneys’ and filing fees) incurred on or after the Effective Date for preparingpreparation, filing, prosecuting (including interferencesprosecution or maintenance thereof at its sole cost and expense, re-examinations in the name of and reissues)solely owned by Intercept. Portions of this Exhibit, indicated by the mxxx “[***],” were omitted and maintaining each have been filed separately with the Secretary of the Sublicensed Patents and Commission pursuant to the Licensed Trademark in the jurisdictions identified on Exhibit 1. For expenses incurred after the Effective Date, Lifecore will provide ISB invoices specifying the date on which the expense was incurred and the purpose Registrant’s application requesting confidential treatment pursuant to Rule 406 of the expense (includingSecurities Act of 1933, as applicable, a summary of patent attorney services giving rise to the expense)amended. ISB will pay Lifecore within 30 days of receipt of Lifecore’s invoices.32 (c) ISB consents to the maintenance of the Sublicensed Patents and Licensed Trademark that have already been filed and/or issued as of the Effective Date. ISB’s obligation to pay the prosecution and maintenance costs described in this Section 5.1 shall continue during the Term, provided, however, that ISB may terminate its obligations with respect to any given Sublicensed Patent or Licensed Trademark upon three (3) months’ prior written notice to Lifecore. Commencing on the effective date of such notice, (i) ISB shall thereafter have no license right under this Agreement under that Sublicensed Patent or Licensed Trademark in the applicable country, and (ii) Lifecore may abandon Outside the Territory, Intercept shall have the first right to prepare, file, prosecute and maintain Joint Improvement at its own cost and expense. Intercept shall keep DSP informed of the status of all filings related to the Joint Improvement and will provide Intercept with copies, in either Japanese or continue English, of all substantive documentation submitted to, or received from, the patent offices in connection therewith. Intercept shall provide DSP with the right to comment on the documentation. The Parties shall cooperate reasonably in the prosecution and/or maintenance of all Patents covering the Joint Improvement if practicably possible and shall share all material information relating thereto promptly after receipt of such application(s)information. If during the term of this Agreement, patent(sIntercept intends to allow any Patent claiming a Joint Improvement to expire or intends to otherwise abandon any such Patent outside the Territory, or decides not to file patent applications covering or claiming a Joint Invention in the Territory, Intercept shall notify DSP of such intention or decision at least ninety (90) days prior to any filing or trademark(s) payment due date, or any other that requires action, in connection with such Patent outside the Territory, and DSP shall thereupon have the right, but not the obligation to assume responsibility for the preparation, filing, prosecution or maintenance thereof at its sole discretion cost and expense, in the name of and solely owned by DSP.