Common use of Information and Cooperation Clause in Contracts

Information and Cooperation. Each Party that has responsibility for Prosecuting any Patent Rights under Section 9.1 (a “Filing Party”) shall (a) regularly provide the other Party (the “Non-Filing Party”) with copies of all patent applications filed hereunder for Program Technology and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the Non-Filing Party; (b) provide the Non-Filing Party and its patent counsel with an opportunity to consult with the Filing Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response; and (c) obtain assignments to reflect chain of title consistent with the terms of this Agreement, and gain United States patent term extensions, supplementary protection certificates and any other extensions that are now or become available in the future wherever applicable. The advice and suggestions of the Non-Filing Party and its patent counsel shall be taken into consideration in good faith by such Filing Party and its patent counsel in connection with such filing. Each Filing Party shall pursue in good faith all reasonable claims and take such other reasonable actions, as may be requested by the Non-Filing Party in the prosecution of any Patent Rights under this Section 9.1; provided, however, if the Filing Party incurs any additional expense as a result of any such request, the Non-Filing Party shall be responsible for the cost and expenses of pursuing any such additional claim or taking such other activities. In addition, TAKEDA agrees Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. that if any action taken under Section 9.1 would be detrimental to Patent Rights covering ARCHEMIX’s Background Technology (including, without limitation, the SELEX Portfolio), ARCHEMIX shall provide written notice to the Patent Coordinator of TAKEDA and the Patent Coordinators shall, as promptly as possible thereafter, meet to discuss and resolve such matter and, if they are unable to resolve such matter, the Parties shall refer such matter to a mutually agreeable outside patent counsel for resolution.

Information and Cooperation. Each Party that has responsibility for Prosecuting any Except with respect to Targacept Excluded Patent Rights, AstraZeneca Excluded Patent Rights under and AstraZeneca Other Patent Rights (other than those specific AstraZeneca Other Patent Rights that cover a Terminated AZ Compound and for which Targacept provides AstraZeneca with written notice that Targacept expressly wishes to include within the scope of this Section 9.1 (10.1.4, from and after the later of the date that such Terminated AZ Compound became a “Filing Party”) shall Terminated AZ Compound and the date that AstraZeneca receives such written notice), in connection with the activities set forth in Sections 10.1.1, 10.1.2, 10.1.3 and 10.1.5: (a) each Party shall consult with the other as to the strategy and prosecution of applications for Patent Rights and the maintenance or extension of the Targacept Patent Rights, the AstraZeneca Patent Rights and the Joint Patent Rights (provided that, if, in such consultation, AstraZeneca reasonably believes that an action Targacept proposes to take in connection with the prosecution of a Targacept Patent Right that is not a Targacept Product Patent Right would materially weaken or reduce the scope or coverage of such Targacept Patent Right as applied to Collaboration Compounds, Candidate Drugs or Products (including Option Compound Candidate Drugs and Option Compound Products), or Additional Compounds (or Additional Products) with respect to any of the foregoing, or the Exploitation thereof, [********]); (b) each filing Party shall regularly provide the other Party (the “Non-Filing Party”) with copies of all patent applications filed hereunder for Program Technology and other material submissions and correspondence with the patent offices, offices in sufficient time to allow for review and comment by the Non-Filing other Party, and in any event at least [********] in advance of the due date of any payment or other administrative action that is required to obtain or maintain a Patent Right; (bc) such filing Party shall provide the Non-Filing other Party and its patent counsel with an opportunity to consult with the Filing filing Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response; and (cd) obtain assignments to reflect chain of title consistent with such filing Party shall notify the terms of this Agreementother Party as early as reasonably practicable, and gain United States in any event at least [********] in advance of all meetings and material communications with any patent term extensionsauthorities concerning the Targacept Patent Rights, supplementary protection certificates the AstraZeneca Patent Rights or Joint Patent Rights and any shall permit the other extensions that are now or become available Party to participate in such meetings, and the future wherever applicable. The advice and suggestions of the Non-Filing other Party and its patent counsel shall be taken into consideration in good faith by such Filing Party and its patent counsel in connection with such filing. Each Filing Party shall pursue also provide the other Party, upon its request, with copies of any patentability search reports generated by its patent counsel with respect to the Research Program Technology or Development Program Technology, including relevant Third Party patents and patent applications located; provided that neither Party shall be required to provide privileged information with respect to such intellectual property status unless and until procedures reasonably acceptable to such Party are in place to protect such privilege. The Parties shall consult in good faith all reasonable claims and take such other reasonable actionscooperate in gaining patent term extension(s), as restoration(s) or the like that may be requested by the Non-Filing Party available now or in the prosecution of any future to the Targacept Patent Rights under this Section 9.1; provided(other than the Targacept Excluded Patent Rights), howeverAstraZeneca Patent Rights (other than the AstraZeneca Excluded Patent Rights and, if the Filing Party incurs any additional expense except as a result of any such requestprovided above, the Non-Filing Party shall be responsible for the cost and expenses of pursuing AstraZeneca Other Patent Rights) or Joint Patent Rights in any such additional claim or taking such other activities. In addition, TAKEDA agrees Portions of this Exhibit were omitted and have been filed separately with the Secretary part of the Commission pursuant Territory (including under a supplementary protection certificate in European countries) so as to provide the Company's application requesting confidential treatment under Rule 406 longest period of patent protection in each country in the Securities Act. that if any action taken under Section 9.1 would be detrimental to Patent Rights covering ARCHEMIX’s Background Technology (including, without limitation, the SELEX Portfolio), ARCHEMIX shall provide written notice to the Patent Coordinator of TAKEDA and the Patent Coordinators shall, as promptly as possible thereafter, meet to discuss and resolve such matter and, if they are unable to resolve such matter, the Parties shall refer such matter to a mutually agreeable outside patent counsel for resolutionTerritory.

Information and Cooperation. Each Party that has responsibility for Prosecuting any Except with respect to Targacept Excluded Patent Rights, AstraZeneca Excluded Patent Rights under and AstraZeneca Other Patent Rights (other than those specific AstraZeneca Other Patent Rights that cover a Terminated AZ Compound and for which Targacept provides AstraZeneca with written notice that Targacept expressly wishes to include within the scope of this Section 9.1 (10.1.4, from and after the later of the date that such Terminated AZ Compound became a “Filing Party”) shall Terminated AZ Compound and the date that AstraZeneca receives such written notice), in connection with the activities set forth in Sections 10.1.1, 10.1.2, 10.1.3 and 10.1.5: (a) each Party shall consult with the other as to the strategy and prosecution of applications for Patent Rights and the maintenance or extension of the Targacept Patent Rights, the AstraZeneca Patent Rights and the Joint Patent Rights (provided that, if, in such consultation, AstraZeneca [********] Collaboration Compounds, Candidate Drugs or Products (including Option Compound Candidate Drugs and Option Compound Products), or Additional Compounds (or Additional Products) with respect to any of the foregoing, or the Exploitation thereof, [********]); (b) each filing Party shall regularly provide the other Party (the “Non-Filing Party”) with copies of all patent applications filed hereunder for Program Technology and other material submissions and correspondence with the patent offices, offices in sufficient time to allow for review and comment by the Non-Filing other Party, and in any event at least [********] in advance of the due date of any payment or other administrative action that is required to obtain or maintain a Patent Right; (bc) such filing Party shall provide the Non-Filing other Party and its patent counsel with an opportunity to consult with the Filing filing Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response; and (cd) obtain assignments to reflect chain of title consistent with such filing Party shall notify the terms of this Agreementother Party as early as reasonably practicable, and gain United States in any event at least [********] in advance of all meetings and material communications with any patent term extensionsauthorities concerning the Targacept Patent Rights, supplementary protection certificates the AstraZeneca Patent Rights or Joint Patent Rights and any shall permit the other extensions that are now or become available Party to participate in such meetings, and the future wherever applicable. The advice and suggestions of the Non-Filing other Party and its patent counsel shall be taken into consideration in good faith by such Filing Party and its patent counsel in connection with such filing. Each Filing Party shall pursue also provide the other Party, upon its request, with copies of any patentability search reports generated by its patent counsel with respect to the Research Program Technology or Development Program Technology, including relevant Third Party patents and patent applications located; provided that neither Party shall be required to provide privileged information with respect to such intellectual property status unless and until procedures reasonably acceptable to such Party are in place to protect such privilege. The Parties shall consult in good faith all reasonable claims and take such other reasonable actionscooperate in gaining patent term extension(s), as restoration(s) or the like that may be requested by the Non-Filing Party available now or in the prosecution of any future to the Targacept Patent Rights under this Section 9.1; provided(other than the Targacept Excluded Patent Rights), howeverAstraZeneca Patent Rights (other than the AstraZeneca Excluded Patent Rights and, if the Filing Party incurs any additional expense except as a result of any such requestprovided above, the Non-Filing Party shall be responsible for the cost and expenses of pursuing AstraZeneca Other Patent Rights) or Joint Patent Rights in any such additional claim or taking such other activities. In addition, TAKEDA agrees Portions of this Exhibit were omitted and have been filed separately with the Secretary part of the Commission pursuant Territory (including under a supplementary protection certificate in European countries) so as to provide the Company's application requesting confidential treatment under Rule 406 longest period of patent protection in each country in the Securities Act. that if any action taken under Section 9.1 would be detrimental to Patent Rights covering ARCHEMIX’s Background Technology (including, without limitation, the SELEX Portfolio), ARCHEMIX shall provide written notice to the Patent Coordinator of TAKEDA and the Patent Coordinators shall, as promptly as possible thereafter, meet to discuss and resolve such matter and, if they are unable to resolve such matter, the Parties shall refer such matter to a mutually agreeable outside patent counsel for resolutionTerritory.

Information and Cooperation. Each The Parties hereby agree to cooperate fully with each other in all matters related to the filing, prosecution and maintenance of ▇▇▇▇▇▇▇ Patents, Product Patents and Joint Patents under this Section 7.2 (Filing, Prosecution and Maintenance of Patents) and to perform such filing, prosecution and maintenance in accordance with this Section 7.2 (Filing, Prosecution and Maintenance of Patents) and Section 7.3 (Enforcement and Defense of Patents). Such cooperation will include the Party that has responsibility who is responsible for Prosecuting any patent prosecution with respect to a Patent Rights under pursuant to Section 9.1 7.2.1 (a ▇▇▇▇▇▇▇ Patents, Product Patents and Licensee Patents) and Section 7.2.2 (Joint Patents) (the “Filing Responsible Party”) (i) shall (a) regularly provide reasonably consulting with the other Party as to the preparation, filing, foreign filing, prosecution, correction of defects and maintenance of all ▇▇▇▇▇▇▇ Patents, Product Patents and Joint Patents for which the Responsible Party is responsible reasonably prior to any deadline for action in any patent office in which such ▇▇▇▇▇▇▇ Patents, Product Patents and Joint Patents are filed or pending; (ii) furnishing the “Non-Filing Party”) other Party with copies of all patent applications filed hereunder for Program Technology material filings to be made with respect to such ▇▇▇▇▇▇▇ Patents, Product Patents and other material submissions and correspondence with the patent offices, Joint Patents reasonably in sufficient time to allow for review and comment by the Non-Filing Party; (b) provide the Non-Filing Party and its patent counsel with an opportunity to consult with the Filing Party and its patent counsel regarding the filing and contents advance of any such application, amendment, submission or responseconsultation thereon; and (ciii) obtain assignments to reflect chain of title consistent with the terms of this Agreement, and gain United States patent term extensions, supplementary protection certificates and any other extensions that are now or become available in the future wherever applicable. The advice and suggestions of the Non-Filing Party and its patent counsel shall be taken into consideration in good faith by such Filing Party and its patent counsel in connection with such filing. Each Filing Party shall pursue reasonably discussing in good faith all comments and suggestions made by the other Party in the course of such consultation to the extent such comments are reasonable claims and take made by other Party in a timely manner. Each Party and its Affiliates hereby agree to promptly supply or execute all papers and instruments, or require their respective employees to supply or execute such other reasonable actionspapers and instruments, as may be requested by necessary and appropriate for purposes of preparing, filing, prosecuting and maintaining the Non-Filing ▇▇▇▇▇▇▇ Patents, Product Patents and Joint Patents and promptly inform the prosecuting Party in of matters that may be expected to reasonably affect the prosecution preparation, filing, prosecution, maintenance, validity and enforceability of any Patent Rights under this Section 9.1; provided, however, if the Filing Party incurs any additional expense as a result of any such request, the Non-Filing Party shall be responsible for the cost and expenses of pursuing any such additional claim or taking such other activities. In addition, TAKEDA agrees Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. that if any action taken under Section 9.1 would be detrimental to Patent Rights covering ARCHEMIX’s Background Technology (including, without limitation, the SELEX Portfolio), ARCHEMIX shall provide written notice to the Patent Coordinator of TAKEDA and the Patent Coordinators shall, as promptly as possible thereafter, meet to discuss and resolve such matter and, if they are unable to resolve such matter, the Parties shall refer such matter to a mutually agreeable outside patent counsel for resolution▇▇▇▇▇▇▇ Patents or Joint Patents.

Information and Cooperation. Each Party that has responsibility for Prosecuting any Patent Rights under Section 9.1 (a “Filing Party”) shall (a) regularly provide The Parties hereby agree to cooperate fully with each other in all matters related to the other Party (the “Non-Filing Party”) with copies of all patent applications filed hereunder for Program Technology and other material submissions and correspondence with the patent officesfiling, in sufficient time to allow for review and comment by the Non-Filing Party; (b) provide the Non-Filing Party and its patent counsel with an opportunity to consult with the Filing Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response; and (c) obtain assignments to reflect chain of title consistent with the terms of this Agreementprosecution, and gain United States patent term extensions, supplementary protection certificates and any other extensions that are now or become available in the future wherever applicable. The advice and suggestions maintenance of the Non-Filing Party and its patent counsel shall be taken into consideration in good faith by such Filing Party and its patent counsel in connection with such filing. Each Filing Party shall pursue in good faith all reasonable claims and take such other reasonable actions, as may be requested by the Non-Filing Party in the prosecution of any Patent Rights under this Section 9.18.3 (Patent Filing, Prosecution, Maintenance and Enforcement) and to perform such preparation, filing, prosecution, protection and maintenance in accordance with this Section 8.3 (Filing, Prosecution and Maintenance) and Section 8.6 (Enforcement Against Third Party Infringement). Such cooperation will include the Party who is responsible for patent prosecution with respect to a Patent Right (the “Responsible Party”) (i) reasonably consulting CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. Confidential with the other Party as to the preparation, filing, foreign filing, prosecution, correction of defects, and maintenance of all PTI Patent Rights and Collaboration Patent Rights for which the Responsible Party is responsible reasonably prior to any deadline for action in any patent office in which such PTI Patent Rights or Collaboration Patent Rights are filed or pending; provided(ii) furnishing the other Party with copies of all material filings to be made with respect to such PTI Patent Rights or Collaboration Patent Rights reasonably in advance of consultation thereon; and (iii) reasonably discussing in good faith all comments and suggestions made by the other Party in the course of such consultation to the extent such comments are reasonable and made by other Party in a timely manner. Each Party and its Affiliates hereby agree to promptly supply or execute all papers and instruments, howeveror require their respective employees to supply or execute such papers and instruments, if as may be necessary and appropriate for purposes of preparing, filing, prosecuting, and maintaining the Filing PTI Patent Rights and Collaboration Patent Rights and promptly inform the prosecuting Party incurs any additional expense as a result of matters that may be expected to reasonably affect the preparation, filing, prosecution, maintenance, validity and enforceability of any such request, the Non-Filing Party shall be responsible for the cost and expenses of pursuing any such additional claim or taking such other activities. In addition, TAKEDA agrees Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company's application requesting confidential treatment under Rule 406 of the Securities Act. that if any action taken under Section 9.1 would be detrimental to PTI Patent Rights covering ARCHEMIX’s Background Technology (including, without limitation, the SELEX Portfolio), ARCHEMIX shall provide written notice to the or Collaboration Patent Coordinator of TAKEDA and the Patent Coordinators shall, as promptly as possible thereafter, meet to discuss and resolve such matter and, if they are unable to resolve such matter, the Parties shall refer such matter to a mutually agreeable outside patent counsel for resolutionRights.