Common use of Filing, Prosecution and Maintenance of Patents Clause in Contracts

Filing, Prosecution and Maintenance of Patents. 11.1.1 Aelis shall have the first right, but not the obligation, to Handle the Aelis Patents in each applicable country, in each case in consultation with Indivior pursuant to Section 11.1.3, at Aelis’ cost. Aelis shall notify Indivior of any intent or decision to cease prosecution of or abandon any Aelis Patents at least thirty (30) days prior to any filing deadline or payment due date. In such event, Indivior shall have the right at its costs to take over prosecution and maintenance of the Aelis Patents in such country in Aelis’ name. 11.1.2 As between the Parties, Joint Patents shall be jointly owned by the Parties and inventorship thereof shall be determined in accordance with, and subject to, United States or other applicable patent law. Except to the extent a Party is expressly limited by the terms hereof, including Section 2.2.1 and Section 2.4, each Party shall be entitled to exploit its co-ownership interest in the Joint Patents, including through Third Party licenses, without consent or otherwise accounting to the other Party. Each Party shall obtain proper assignments from each inventor that is (a) an employee, contractor or other agent of such Party (b) or that is otherwise obligated to assign their rights in the invention to such Party, in each case to effectuate the foregoing ownership of the Joint Patents. A joint patent committee to be formed by the JSC will decide which Party will Handle the Joint Patents. If such joint patent committee is unable to reach unanimous agreement, Aelis shall have the right to do so at its cost. Each Party shall notify the other Party of any intent or decision to cease prosecution of or abandon any Joint Patents at least thirty (30) days prior to any filing deadline or payment due date. In such event, the other Party shall have the right at its costs to take over prosecution and maintenance of the Joint Patents in such country and, if necessary, in the other Party’s name. 11.1.3 The Party Handling a Patent agrees to inform with sufficient advance notice and coordinate with the other Party with respect to patent prosecution or other proceedings with respect to the Patents. The Handling Party shall provide the other Party with copies of each office action received from the relevant patent offices and intended response, with enough lead time where reasonably practicable, to enable the other Party to review and comment on such action or proposed response, which the Handling Party shall take into account in good faith. Additionally, the Handling Party will provide the other Party with copies of the responses to offices actions it ultimately files with the patent offices.

Filing, Prosecution and Maintenance of Patents. 11.1.1 Aelis (a) Each party agrees at its expense to file, prosecute and maintain in the Territory, upon appropriate consultation with the other party, United States patent applications relating to the Research Program Information and Inventions owned in whole or in part by such party, and, with respect to ARRIS, the inventions in the ARRIS Patents licensed to MERCK under this Agreement; PROVIDED, HOWEVER, with respect to Collaboration Research Information, [***] obligation to file, prosecute, and maintain at its expense the United States patent applications for such inventions and [***] fully and shall cause its employees to cooperate fully on the filing and prosecution of such patents. In each case, the filing party shall give the non-filing party an opportunity to review the text of the application before filing, shall consult with the non-filing party with respect thereto, and shall supply the non-filing party with a copy of the application as filed, together with notice of its filing date and serial number. Each party shall keep the other advised of the status of the actual and prospective patent filings and upon the request of the other party, provide advance copies of any papers related to the filing, prosecution and maintenance of such patent filings. Each party promptly shall give notice to the other of the grant, lapse, revocation, surrender, invalidation or abandonment of any Patents for which the party is responsible hereunder for the filing, prosecution and maintenance. (b) Each party agrees to file, within one year of the filing date of any patent application it files pursuant to Subsection 7.1(a), a counterpart International Application under the PCT designating all member countries and any additional counterpart national patent applications in non-PCT member states so requested by the other party and to maintain and/or prosecute such applications. [***] for the [***] [***] indicates material that has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission. pursuant to this Subsection 7.1(b). The costs and expenses relating to filing, prosecuting and/or maintaining all national patent applications in non-PCT member countries and all national patent applications arising from the National Stage of any PCT patent applications filed pursuant to this Subsection 7.1(b) [***]. For Collaboration Patents, MERCK shall file any United States non-provisional and PCT patent applications and bear all costs and expenses related to such filings. (c) Each party agrees to be responsible for maintaining through the end of its term each patent issuing from any patent application it files pursuant to Subsections 7.1(a) and (b). [***] for the [***] of each United States patent issuing from any patent application it files pursuant to Subsection 7.1(a). The costs and expenses relating to the maintenance of each patent issuing from any patent application filed pursuant to Subsection 7.1(b) shall be [***]. (d) Notwithstanding the foregoing, ARRIS shall have the first rightright to file and prosecute all patent applications claiming Active Compounds identified, but not designed or developed using or based upon the obligation, to Handle the Aelis Patents in each applicable country, in each case in consultation with Indivior pursuant to Section 11.1.3, at Aelis’ costARRIS Delta Technology. Aelis Such applications shall notify Indivior of any intent or decision to cease prosecution of or abandon any Aelis Patents at least thirty (30) days be reviewed by MERCK prior to any filing deadline or payment due datefiling. In All such event, Indivior shall have the right at its costs to take over patent prosecution and maintenance of the Aelis Patents in such country in Aelis’ name. 11.1.2 As between the Parties, Joint Patents efforts shall be jointly owned by the Parties and inventorship thereof shall be determined paid for as provided in accordance with, and subject to, United States or other applicable patent law. Except to the extent a Party is expressly limited by the terms hereof, including Section 2.2.1 and Section 2.4, each Party shall be entitled to exploit its co-ownership interest in the Joint Patents, including Subsections 7.1(a) through Third Party licenses, without consent or otherwise accounting to the other Party. Each Party shall obtain proper assignments from each inventor that is (ac) an employee, contractor or other agent of such Party (b) or that is otherwise obligated to assign their rights in the invention to such Party, in each case to effectuate the foregoing ownership of the Joint Patents. A joint patent committee to be formed by the JSC will decide which Party will Handle the Joint Patents. If such joint patent committee is unable to reach unanimous agreement, Aelis shall have the right to do so at its cost. Each Party shall notify the other Party of any intent or decision to cease prosecution of or abandon any Joint Patents at least thirty (30) days prior to any filing deadline or payment due date. In such event, the other Party shall have the right at its costs to take over prosecution and maintenance of the Joint Patents in such country and, if necessary, in the other Party’s nameabove. 11.1.3 The Party Handling a Patent agrees to inform with sufficient advance notice and coordinate with the other Party with respect to patent prosecution or other proceedings with respect to the Patents. The Handling Party shall provide the other Party with copies of each office action received from the relevant patent offices and intended response, with enough lead time where reasonably practicable, to enable the other Party to review and comment on such action or proposed response, which the Handling Party shall take into account in good faith. Additionally, the Handling Party will provide the other Party with copies of the responses to offices actions it ultimately files with the patent offices.

Filing, Prosecution and Maintenance of Patents. 11.1.1 Aelis reimbursement of Patent costs 5.2.1 Filing, prosecution and maintenance of patents for INTERCEPT Inventions and INTERCEPT Patent Rights INTERCEPT shall have prepare all patents for INTERCEPT Inventions. As of the Effective Date and until the grant of patents, INTERCEPT shall, under the JRDC’s control (especially for the date of first rightsubmission of any new patent application and the determination of the date and list of countries where to apply), but not be in charge of the obligationfiling, prosecution and maintenance of INTERCEPT Inventions and INTERCEPT Patent Rights, and SERVIER shall reimburse to Handle INTERCEPT 50% of the Aelis Patents duly justified costs borne by INTERCEPT during such phase of prosecution and maintenance. Thereafter, starting from the grant of patents, SERVIER shall, at its own costs and under the JRDC’s control, be in each applicable countrycharge of the validation and maintenance of INTERCEPT Inventions and INTERCEPT Patent Rights in and for the SERVIER Territory in the Field. As soon as a filing can proceed in accordance with the above terms, in each case in consultation with Indivior the Party responsible for filing (“Responsible Party”) shall promptly and diligently file, prosecute, seek prompt issuance of, and maintain patent applications according to its own internal standards for effectively covering inventions made by the employees of either Party or of any third party pursuant to Section 11.1.3, at Aelis’ costthe performance of the Agreement. Aelis shall notify Indivior The Responsible Party will submit for the other Party’s approval a substantially complete draft including substantially complete claims of any intent or decision to cease prosecution of or abandon any Aelis Patents each such patent application at least thirty (30) days prior to any the contemplated filing deadline or payment due date, and the other Party agrees to provide final comments within two weeks thereof. In such event, Indivior shall have the right at its costs to take over prosecution and maintenance event of the Aelis Patents in such country in Aelis’ name. 11.1.2 As disagreement between the Parties, Joint Patents shall this disagreement will be jointly owned resolved by the Parties and inventorship thereof shall be determined in accordance with, and subject to, United States or other applicable patent law. Except to the extent a Party is expressly limited by the terms hereof, including Section 2.2.1 and Section 2.4, each Party shall be entitled to exploit its co-ownership interest in the Joint Patents, including through Third Party licenses, without consent or otherwise accounting to the other Party. Each Party shall obtain proper assignments from each inventor that is (a) an employee, contractor or other agent of such Party (b) or that is otherwise obligated to assign their rights in the invention to such Party, in each case to effectuate the foregoing ownership of the Joint Patents. A joint patent committee to be formed by the JSC will decide which Party will Handle the Joint Patents. If such joint patent committee is unable to reach unanimous agreement, Aelis shall have the right to do so at its cost. Each Party shall notify the other Party of any intent or decision to cease prosecution of or abandon any Joint Patents at least thirty (30) days prior to any filing deadline or payment due date. In such event, the other Party shall have the right at its costs to take over prosecution and maintenance of the Joint Patents in such country and, if necessary, in the other Party’s name. 11.1.3 The Party Handling a Patent agrees to inform with sufficient advance notice and coordinate with the other Party with respect to patent prosecution or other proceedings with respect to the PatentsJSC. The Handling Party shall provide the other Party with copies of each office action received from the relevant patent offices and intended response, with enough lead time where reasonably practicable, to enable the other Party to review and comment on such action or proposed response, which the Handling Party shall take into account in good faith. Additionally, the Handling Responsible Party will provide the other Party with within fifteen (15) days copies of all documents and official letters exchanged between the responses Responsible Party and any Third Party and/or patent office relating to offices actions it ultimately files with the patent officesapplication in question. If at any time SERVIER decides not to file or maintain, or to pay for filing and maintenance of, as applicable, a patent application or patent covering INTERCEPT Inventions or part of INTERCEPT Patent Rights in any jurisdiction within SERVIER Territory, it shall promptly notify INTERCEPT of that decision and at least 60 days before the expiration of such rights and any such patent applications and patents in such jurisdiction(s) shall no longer be subject to the licenses granted herein (and SERVIER shall thereafter not be obligated to share in any costs thereof).

Filing, Prosecution and Maintenance of Patents. 11.1.1 Aelis shall have Each Party agrees at its expense and as it each determines appropriate to file, prosecute and maintain in the first rightTerritory, but not the obligation, to Handle the Aelis Patents in each applicable country, in each case in upon appropriate consultation with Indivior pursuant the other Party, Patents relating to Section 11.1.3the Program Information and Inventions owned in whole by such Party, and, with respect to ARENA, the inventions in the Arena Patents and Arena Know-How licensed to MERCK under this Agreement. With respect to Collaboration Patents, MERCK shall file, prosecute, and maintain patent applications for such Collaboration Patents and ARENA shall cooperate fully and shall cause its employees to cooperate fully on the filing and prosecution of such Patents. MERCK shall be responsible for its internal costs and expenses incurred in filing, prosecuting and maintaining patent applications for Collaboration Information and Inventions. MERCK, at Aelis’ costits option, may choose to have mutually acceptable outside counsel prepare, file, prosecute and maintain applications for Patents on Collaboration Inventions. Aelis Each Party shall notify Indivior share equally the external costs and expenses, including patent office fees and fees of the private law firm or agents used to prepare, file, prosecute and maintain Collaboration Patents; provided, Arena’s cost shall not exceed ******************** dollars ($****************) in any given Calendar Year; and, provided further, that ARENA has no obligation to continue to share costs after the Program Term unless MERCK is actively developing a Program Compound for which an IND has been filed. With respect to each Patent filed in accordance with this Section 7, the filing Party shall give the non-filing Party an opportunity to review the text of the application before filing, shall consult with the non-filing Party with respect thereto, and shall supply the non-filing Party with a copy of the application as filed, together with notice of its filing date and serial number. Each Party shall keep the other advised of the status of the actual and prospective Patent filings and upon the request of the other Party, provide advance copies of any intent or decision papers related to cease prosecution of or abandon any Aelis Patents at least thirty (30) days prior to any filing deadline or payment due date. In such eventthe filing, Indivior shall have the right at its costs to take over prosecution and maintenance of the Aelis Patents in such country in Aelis’ name. 11.1.2 As between the Parties, Joint Patents shall be jointly owned by the Parties and inventorship thereof shall be determined in accordance with, and subject to, United States or other applicable patent law. Except to the extent a Party is expressly limited by the terms hereof, including Section 2.2.1 and Section 2.4, each Party shall be entitled to exploit its co-ownership interest in the Joint Patents, including through Third Party licenses, without consent or otherwise accounting to the other PartyPatent filings. Each Party shall obtain proper assignments from each inventor that is (a) an employeecooperate fully and shall cause its employees to cooperate fully, contractor or other agent on the filing and prosecution of such Party (b) or that is otherwise obligated to assign their rights in the invention to such Party, in each case to effectuate the foregoing ownership of the Joint Patents. A joint patent committee to be formed by the JSC will decide which Party will Handle the Joint Patents. If such joint patent committee is unable to reach unanimous agreement, Aelis shall have the right to do so at its cost. Each Party shall notify promptly give notice to the other Party of the grant, lapse, revocation, surrender, invalidation or abandonment of any intent or decision to cease prosecution of or abandon any Joint Patents at least thirty (30) days prior to any filing deadline or payment due date. In such eventfor which the Party is responsible for the filing, the other Party shall have the right at its costs to take over prosecution and maintenance of the Joint Patents in such country and, if necessary, in the other Party’s namemaintenance. 11.1.3 The Party Handling a Patent agrees to inform with sufficient advance notice and coordinate with the other Party with respect to patent prosecution or other proceedings with respect to the Patents. The Handling Party shall provide the other Party with copies of each office action received from the relevant patent offices and intended response, with enough lead time where reasonably practicable, to enable the other Party to review and comment on such action or proposed response, which the Handling Party shall take into account in good faith. Additionally, the Handling Party will provide the other Party with copies of the responses to offices actions it ultimately files with the patent offices.

Filing, Prosecution and Maintenance of Patents. 11.1.1 Aelis Each of Transcell and Interneuron agrees to file, prosecute and maintain in the countries in the Territory listed on Schedule 7.1 hereto, or such other countries as the Parties may agree, upon appropriate consultation with Merck, the Transcell Patent Assets and the Interneuron Patent Assets, respectively, licensed to Merck under this Agreement; provided, however, (i) with respect to Transcell/Merck Joint Information and Inventions or Interneuron/Merck Joint Information and Inventions, Merck shall have the first rightright to file, but prosecute and maintain the patent applications and (ii) if Transcell or Interneuron elects not the obligationto file a patent application on Transcell Information and Inventions or Interneuron Information and Inventions, to Handle the Aelis Patents in each applicable country, in each case in consultation with Indivior pursuant to Section 11.1.3, at Aelis’ cost. Aelis shall notify Indivior of any intent or decision to cease prosecution of or abandon any Aelis Patents at least thirty (30) days prior to any filing deadline or payment due date. In such event, Indivior shall have the right at its costs to take over prosecution and maintenance of the Aelis Patents in such country in Aelis’ name. 11.1.2 As between the Parties, Joint Patents shall be jointly owned by the Parties and inventorship thereof shall be determined in accordance with, and subject to, United States or other applicable patent law. Except to the extent a Party is expressly limited by the terms hereof, including Section 2.2.1 and Section 2.4, each Party shall be entitled to exploit its co-ownership interest in the Joint Patents, including through Third Party licenses, without consent or otherwise accounting to the other Party. Each Party shall obtain proper assignments from each inventor that is (a) an employee, contractor or other agent of such Party (b) or that is otherwise obligated to assign their rights in the invention to such Party, in each case to effectuate the foregoing ownership of the Joint Patents. A joint patent committee to be formed by the JSC will decide which Party will Handle the Joint Patents. If such joint patent committee is unable to reach unanimous agreement, Aelis Merck shall have the right to do so at file, prosecute and maintain such patent application, and Transcell or The information below marked by * and [ ] has been omitted pursuant to a request for confidential treatment. The omitted portion has been separately filed with the Commission. -------------------------------------------------------------------------------- Interneuron, as the case may be, shall cooperate fully in the filing and prosecution of such patents. In each case, the filing Party shall give the non-filing Parties an opportunity to review the text of the application before filing, shall consult with the non-filing Parties with respect thereto, and shall supply the non-filing Parties with a copy of the application as filed, together with notice of its costfiling date and serial number. Each Party shall notify keep the other Party Parties advised of the status of the actual and prospective patent filings and upon the request of another Party, provide advance copies of any intent or decision papers related to cease prosecution of or abandon any Joint Patents at least thirty (30) days prior to any filing deadline or payment due date. In such eventthe filing, the other Party shall have the right at its costs to take over prosecution and maintenance of such patent filings. Each Licensor shall promptly give notice to Merck of the Joint Patents in grant, lapse, revocation, surrender, invalidation or abandonment of any Patent licensed or sub-licensed to Merck by such country and, if necessary, in the other Party’s name. 11.1.3 Licensor. The Party Handling a Patent agrees that is the filing Party under this Section shall be responsible for the payment of all costs and expenses related to inform with sufficient advance notice and coordinate with the other Party with respect to patent prosecution or other proceedings with respect to the Patents. The Handling Party shall provide the other Party with copies of each office action received from the relevant patent offices and intended response, with enough lead time where reasonably practicable, to enable the other Party to review and comment on such action or proposed response, which the Handling Party shall take into account in good faith. Additionally, the Handling Party will provide the other Party with copies of the responses to offices actions it ultimately files with the patent officesfiling.

Filing, Prosecution and Maintenance of Patents. 11.1.1 Aelis 7.1.1 (a) MERCK has obtained an exclusive license; or (b) MERCK directs ZNOMICS in writing to file a patent application, ZNOMICS agrees to file, prosecute and maintain in Major Market Countries, or other countries upon the mutual written agreement of the Parties, at MERCK's reasonable cost and expense and upon appropriate consultation with MERCK, the Patent Rights under this Agreement ("Funded Patent Rights"); provided, however, that with respect to Joint Information and Inventions, MERCK shall have the first rightright to file patent applications. With respect to ZNOMICS Information and Inventions that are not Funded Patent Rights, but ZNOMICS may elect not the obligationto file and if so, to Handle the Aelis Patents in each applicable country, in each case in consultation with Indivior * Certain portions of this exhibit have been omitted pursuant to Section 11.1.3, at Aelis’ costa request for confidential treatment and those portions have been filed separately with the Securities and Exchange Commission. Aelis ZNOMICS shall notify Indivior of any intent or decision MERCK and MERCK shall have the right to cease prosecution of or abandon any Aelis Patents at least thirty (30) days prior to any filing deadline or payment due datefile such patent applications. In such event, Indivior ZNOMICS shall have execute such documents and perform such acts at ZNOMICS's expense as may be reasonably necessary to effect an assignment of such Patent Rights to MERCK in a timely manner to allow MERCK to continue such prosecution or maintenance. In each case, the right at filing Party shall give the non-filing Party an opportunity to review the text of the application before filing, shall consult with the non-filing Party with respect thereto, and shall supply the non-filing Party with a copy of the application as filed, together with notice of its costs filing date and serial number. ZNOMICS shall keep MERCK advised of the status of the actual and prospective patent filings and, upon MERCK's request, shall provide advance copies of any papers related to take over the filing, prosecution and maintenance of such patent filings. ZNOMICS shall promptly give notice to MERCK of the Aelis Patents in such country in Aelis’ namegrant, lapse, revocation, surrender, invalidation or abandonment of any Funded Patent Rights for which ZNOMICS is responsible for the filing, prosecution and maintenance. 11.1.2 As between 7.1.2 that MERCK has licensed on a non-exclusive basis, MERCK shall not be required to reimburse ZNOMICS for the Partiespreparation, Joint Patents filing, prosecution and maintenance of such Patent Rights unless MERCK elects to exercise its Exclusive Option for * or unless MERCK direct ZNOMICS in writing to file a patent application, in which case the provisions of Section 7.1.1 shall be jointly owned by apply. 7.1.3 MERCK shall cease payment for the Parties preparation, filing, prosecution and inventorship thereof shall be determined in accordance with, and subject to, United States maintenance of Funded Patent Rights upon expiration or other applicable patent law. Except to the extent a Party is expressly limited by the terms hereof, including Section 2.2.1 and Section 2.4, each Party shall be entitled to exploit its co-ownership interest in the Joint Patents, including through Third Party licenses, without consent or otherwise accounting to the other Party. Each Party shall obtain proper assignments from each inventor that is termination of (a) an employee, contractor the corresponding exclusive license for *; or other agent of such Party (b) or that is otherwise obligated the corresponding non-exclusive license regarding which MERCK has directed ZNOMICS to assign their rights in file patent protection. 7.1.4 Upon the invention granting of a non-exclusive license for Funded Patent Rights by ZNOMICS to such a Third Party, in each case to effectuate ZNOMICS shall reimburse MERCK the foregoing ownership pm-rata share of the Joint Patentspreparation, filing, prosecution and maintenance of such Funded Patent Rights. 7.1.5 MERCK, at its sale discretion, may, upon reasonable advance notice to ZNOMICS, cease payment for the preparation, filing, prosecution and maintenance of Funded Patent Rights for * that MERCK has not licensed on an exclusive basis. A joint patent committee to be formed by the JSC will decide which Party will Handle the Joint Patents. If In such joint patent committee is unable to reach unanimous agreementevent, Aelis ZNOMICS shall have the right to do so at its cost. Each Party shall notify continue the other Party of any intent or decision to cease prosecution of or abandon any Joint Patents at least thirty (30) days prior to any filing deadline or payment due date. In such eventpreparation, the other Party shall have the right at its costs to take over filing, prosecution and maintenance of the Joint Patents in Funded Patent Rights at its own cost and expense, or to discontinue such country and, if necessary, in the other Party’s nameactivities. 11.1.3 The Party Handling a Patent agrees to inform with sufficient advance notice and coordinate with the other Party with respect to patent prosecution or other proceedings with respect to the Patents. The Handling Party shall provide the other Party with copies of each office action received from the relevant patent offices and intended response, with enough lead time where reasonably practicable, to enable the other Party to review and comment on such action or proposed response, which the Handling Party shall take into account in good faith. Additionally, the Handling Party will provide the other Party with copies of the responses to offices actions it ultimately files with the patent offices.

Filing, Prosecution and Maintenance of Patents. 11.1.1 Aelis shall have the first right(a) Licensor, but not the obligationthrough its own patent attorneys reasonably acceptable to licensee (Peacock ▇▇▇▇▇, to Handle the Aelis Patents in each applicable country, in each case P.C. is hereby approved) and in consultation with Indivior pursuant Licensee, agrees to Section 11.1.3file, at Aelis’ costprosecute and maintain Patent Rights in the United States. Aelis Licensor shall notify Indivior keep Licensee advised of the issuance of any intent patents within the Patent Rights and, upon the request of Licensee, provide copies of filing, prosecution and maintenance documents filed relating to Licensor Patent Rights. Licensor shall not have any liability whatsoever to Licensee with respect to the results of the filing, prosecution or decision to cease prosecution maintenance of or abandon any Aelis Patents Patent Rights. (b) Licensor shall give at least thirty (30) days prior written notice to Licensee of any filing deadline intention to cease filing, prosecution and/or maintenance of any patent application or payment due datepatent within the Patent Rights. In such eventcase, Indivior shall have the right at its costs Licensee may elect to take over continue filing, prosecution and or maintenance of the Aelis Patents in such country in Aelis’ name. 11.1.2 As between the Partiespatents. Subsequently, Joint Patents shall be jointly owned by the Parties and inventorship thereof shall be determined in accordance with, and subject to, United States or other applicable patent law. Except to the extent a Party is expressly limited by the terms hereof, including Section 2.2.1 and Section 2.4, each Party shall be entitled to exploit its co-ownership interest in the Joint Patents, including through Third Party licenses, without consent or otherwise accounting to the other Party. Each Party shall obtain proper assignments from each inventor that is (a) an employee, contractor or other agent of such Party (b) or that is otherwise obligated to assign their rights in the invention to such Party, in each case to effectuate the foregoing ownership of the Joint Patents. A joint patent committee to be formed by the JSC will decide which Party will Handle the Joint Patents. If such joint patent committee is unable to reach unanimous agreement, Aelis shall have the right to do so at its cost. Each Party shall notify the other Party of any intent or decision event Licensee intends to cease filing, prosecution and/or maintenance of Patent Rights which Licensee is responsible for filing, prosecuting or abandon any Joint Patents maintaining hereunder, Licensee shall give at least thirty (30) days prior written notice to any filing deadline Licensor of such intention, and in such case, shall permit Licensor to continue filing, prosecution or payment due date. In such eventmaintenance at its own expense. (c) Each party shall promptly inform the other as to all matters that come to its attention that may affect the preparation, filing, prosecution or maintenance of the Patent Rights, and shall cooperate with the other party with respect thereto, including, without limitation, providing, as reasonably requested, the appropriate powers of attorney, declarations or other documents necessary to facilitate the filing, prosecution or maintenance of the Patent Rights. The Party shall have having responsibility for the right at its costs to take over preparation, filing, prosecution and maintenance of the Joint Patents in such country andPatents, if necessary, in the other Party’s name. 11.1.3 The Party Handling a Patent agrees to inform with sufficient advance notice and coordinate with the other Party with respect to patent prosecution or other proceedings with respect to the Patents. The Handling Party shall promptly provide the other Party with copies of each all substantive communications from any patent office action received from the relevant patent offices and intended responsewith drafts of all substantive filings to be made, reasonably in advance of their filing, with enough lead time where reasonably practicable, to enable any patent office with respect thereto; shall consider in good faith any comments thereon provided by the other Party Party; and shall not unreasonably decline to review and comment on incorporate changes to such action or filing proposed response, which the Handling by such other Party. Each Party shall take into account in good faith. Additionally, the Handling Party will provide assist the other Party with copies in the preparation and prosecution of such Patent Rights and shall execute all documents reasonably deemed necessary for the responses to offices actions it ultimately files with filing thereof and/or for the patent officesvesting of title thereto as provided in this License Agreement.

Filing, Prosecution and Maintenance of Patents. 11.1.1 Aelis shall have 12.1.1 Subject to the first rightremaining provisions of this Section 12.1, but not each Party agrees to exercise Commercially Reasonable Efforts to file, prosecute and maintain (“Prosecute”) in the obligationTerritory, upon appropriate consultation with each other, their respective Patent Rights, and Merck will be responsible for Prosecuting in the Territory, after consultation with GTx, any Joint Patent Rights and Merck Patent Rights. 12.1.2 The Parties agree, promptly after the Closing Date, to Handle the Aelis Patents disclose to each other all relevant information regarding each others patent applications and prosecution efforts regarding their respective SARM Patent Rights, and to share information and collaborate with one another in each applicable countryorder to devise a reasonably uniform and consistent patent strategy to Prosecute their respective Patent Rights. 12.1.3 The Party that is Prosecuting GTx Patent Rights, Merck Patent Rights or Joint Patent Rights, in each case in consultation with Indivior pursuant to Section 11.1.3, at Aelis’ cost. Aelis (i) shall notify Indivior of any intent or decision to cease prosecution of or abandon any Aelis Patents at least thirty (30) days prior to any filing deadline or payment due date. In such event, Indivior shall have the right at its costs to take over prosecution and maintenance of the Aelis Patents in such country in Aelis’ name. 11.1.2 As between the Parties, Joint Patents shall be jointly owned by the Parties and inventorship thereof shall be determined in accordance with, and subject to, United States or other applicable patent law. Except to the extent a Party is expressly limited by the terms hereof, including Section 2.2.1 and Section 2.4, each Party shall be entitled to exploit its co-ownership interest in the Joint Patents, including through Third Party licenses, without consent or otherwise accounting to the other Party. Each Party shall obtain proper assignments from each inventor that is (a) an employee, contractor or other agent of such Party (b) or that is otherwise obligated to assign their rights in the invention to such Party, in each case to effectuate the foregoing ownership of the Joint Patents. A joint patent committee to be formed by the JSC will decide which Party will Handle the Joint Patents. If such joint patent committee is unable to reach unanimous agreement, Aelis shall have the right to do so at its cost. Each Party shall notify give the other Party of any intent or decision an opportunity to cease prosecution of or abandon any Joint Patents at least thirty (30) days prior to any filing deadline or payment due date. In such event, review the other Party shall have the right at its costs to take over prosecution and maintenance text of the Joint Patents Material Patent Documents and Material Patent Drafts in such country anda timely manner before filing, if necessary, in the other Party’s name. 11.1.3 The Party Handling a Patent agrees to inform with sufficient advance notice and coordinate shall consult with the other Party with respect to thereto, and shall supply the other Party with a copy of the Material Patent Documents and Material Patent Drafts and responses as filed, together with notice of its filing date and serial number; (ii) shall keep the other Party advised of the status of the actual and prospective patent prosecution or other proceedings with respect to the Patents. The Handling Party filings; (iii) shall report and provide the other Party with all prosecution in a foreign jurisdiction in a timely manner; (iv) upon the other Party’s request, shall provide advance copies of each office action received from any papers related to the relevant Prosecution of such patent offices filings; and intended response, with enough lead time where reasonably practicable, (v) promptly give notice to enable the other Party of the grant, lapse, revocation, surrender, invalidation or abandonment of any GTx Patent Rights, Merck Patent Rights, or Joint Patent Rights for which such Party is responsible for Prosecution. 12.1.4 With respect to review all filings occurring from and comment on such action or proposed response, which after the Handling Party shall take into account in good faith. AdditionallyClosing Date, the Handling Party will provide Parties shall share equally in the out-of-pocket expenses incurred (other Party with copies of the responses to offices actions it ultimately files with the patent offices.than outside attorneys’