Common use of Joint Patents Clause in Contracts

Joint Patents. (i) Subject to the remainder of this Section 10.2(c), Ovid shall have the first right, but not the obligation, to prepare, file, prosecute, and maintain (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings, and defense of validity or enforceability challenges) Joint Patents using a patent counsel selected by Ovid in the Ovid Territory and counsel mutually agreed to by the Parties in the Licensee Territory.. Ovid shall keep Licensee informed of material progress with regard to the preparation, filing, prosecution, maintenance, and defense, if any, of the Joint Patents, including content, timing, and jurisdiction of the filing of such Joint Patents, and Ovid shall consult with, and consider in good faith the requests and suggestions of, Licensee with respect to filing, prosecuting, and defending of the Joint Patents in the Licensee Territory. (ii) In the event that Ovid desires to abandon or cease prosecution or maintenance of any Joint Patent in any country in the Licensee Territory, Ovid shall provide reasonable prior written notice to Licensee of such intention to abandon (which notice shall, to the extent possible, be given no later than sixty (60) days prior to the next deadline for any action that must be taken with respect to any such Joint Patent in the relevant patent office). In such case, at Licensee’s sole discretion, upon written notice from Licensee to Ovid, Licensee may elect to continue prosecution or maintenance of any such Joint Patent at its own expense, and Ovid shall execute such documents and perform such acts, at Licensee’s expense, as may be reasonably necessary to allow Licensee to continue the prosecution and maintenance of such Joint Patent in such country in the Licensee Territory. Any such assignment shall be completed in a timely manner to allow Licensee to continue prosecution and maintenance of any such Joint Patent and any such Patent so assigned shall cease to be either a Joint Patent or a Licensee Patent and shall no longer be subject to the licenses and other rights granted by Licensee to Ovid under this Agreement

Joint Patents. (i) Subject to the remainder of this Section 10.2(c), Ovid Exelixis shall have the first right, but not the obligation, to prepare, file, prosecute, and maintain (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings, proceedings and defense of validity or enforceability challenges) Joint Patents using a patent counsel selected by Ovid Exelixis in the Ovid Exelixis Territory and counsel mutually agreed to by the Parties in the Licensee Collaborator Territory.. Ovid . Collaborator shall reimburse Exelixis for all costs and expenses incurred with respect to the preparation, filing, prosecution, and maintenance of Joint Patents in the Collaborator Territory, within [ * ] from the date of invoice for such costs and expenses provided by Exelixis. In the event that Collaborator does not reimburse Exelixis for such costs and expense for any Joint Patent or notifies Exelixis in writing that it elects to cease reimbursing Exelixis for such costs and expense for any Joint Patent, Collaborator shall execute such documents and perform such acts, at Collaborator’s expense, as may be reasonably necessary to effect an assignment of Collaborator’s entire right, title, and interest in and to such Joint Patent to Exelixis, and such Patent shall cease to be either a Joint Patent or an Exelixis Patent and shall no longer be subject to the licenses and other rights granted by Exelixis to Collaborator under this Agreement. Exelixis shall keep Licensee Collaborator informed of material progress with regard to the preparation, filing, prosecution, maintenance, and defense, if any, of the Joint Patents, including content, timing, and jurisdiction of the filing of such Joint Patents, and Ovid Exelixis shall consult with, and consider in good faith the requests and suggestions of, Licensee Collaborator with respect to filing, prosecutingprosecuting and defending, and defending of the if any, Joint Patents in the Licensee Collaborator Territory. (ii) In the event that Ovid Exelixis desires to abandon or cease prosecution or maintenance of any Joint Patent in any country in the Licensee Collaborator Territory, Ovid Exelixis shall provide reasonable prior written notice to Licensee Collaborator of such intention to abandon (which notice shall, to the extent possible, be given no later than sixty (60) days [ * ] prior to the next deadline for any action that must be taken with respect to any such Joint Patent in the relevant patent office). In such case, at LicenseeCollaborator’s sole discretion, upon written notice from Licensee Collaborator to OvidExelixis, Licensee Collaborator may elect to continue prosecution or maintenance of any such Joint Patent at its own expense, and Ovid Exelixis shall execute such documents and perform such acts, at LicenseeCollaborator’s expense, as may be reasonably necessary to allow Licensee Collaborator to continue the prosecution and maintenance of such Joint Patent in such country in the Licensee Collaborator Territory. Any such assignment shall be completed in a timely manner to allow Licensee Collaborator to continue prosecution and maintenance of any such Joint Patent and any such Patent so assigned shall cease to be either a Joint Patent or a Licensee Collaborator Patent and shall no longer be subject to the licenses and other rights granted by Licensee Collaborator to Ovid Exelixis under this Agreement.

Joint Patents. (i) Subject to the remainder of this Section 10.2(c), Ovid The Parties shall have the first right, but not the obligation, to prepare, file, prosecutediscuss in good faith, and maintain (including any interferencesthereupon implement, reissue proceedings, reexaminations, a mutually agreeable patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings, and defense of validity or enforceability challenges) strategy with respect to all Joint Patents using a patent counsel selected by Ovid in the Ovid Territory and counsel mutually agreed Joint Know-How that may be patentable. With respect to by all Joint Patents and Joint Know-How for which the Parties agree patent prosecution should be sought, the Parties shall cooperate in the Licensee Territory.. Ovid shall keep Licensee informed of material progress with regard to the preparation, filingfiling and prosecution of patent applications (including provoking, prosecutioninstituting or defending interference, maintenanceopposition, revocation, reexamination, derivation, and defensesimilar proceedings related to the Joint Patents), if anyand shall discuss and agree on the content and form of relevant patent applications and any other relevant matters before such applications are made. Each Party shall consider in good faith any comments from the other Party regarding steps to be taken to strengthen any Joint Patent. Salix shall serve as the lead Party to prosecute and maintain all applications covering Joint Patents in the Salix Territory (including provoking, instituting or defending interference, opposition, revocation, reexamination and similar proceedings related to the Joint Patents), at Salix’s expense, unless otherwise agreed by the Parties; and Alfa shall serve as the lead Party to prosecute and maintain all applications covering Joint Patents in the Alfa Territory (including provoking, instituting or defending interference, opposition, revocation, reexamination and similar proceedings related to the Joint Patents), at Alfa’s expense, unless otherwise agreed by the Parties. In the event that the Parties’ respective patent counsel, after good faith discussions, cannot agree with respect to any decision to be made regarding the prosecution and maintenance of the Joint Patents, including contentAlfa shall * Confidential treatment requested; certain information omitted and filed separately with the SEC. make the decision to the extent the matter in dispute relates to the Alfa Territory and Salix shall make the decision to the extent the matter in dispute relates to the Salix Territory. Notwithstanding the foregoing, timing, and jurisdiction of the filing of such Joint Patents, and Ovid neither Party shall consult with, and consider in good faith the requests and suggestions of, Licensee with respect to filing, prosecuting, and defending of the Joint Patents in the Licensee Territory. (ii) In the event that Ovid desires to abandon or cease prosecution or maintenance of any prosecute a Joint Patent in any country their respective territory (Alfa in the Licensee Alfa Territory and Salix in the Salix Territory, Ovid shall provide reasonable prior written notice to Licensee ) in a manner that would be inconsistent with the prosecution of such intention to abandon (which notice shall, to the extent possible, be given no later than sixty (60) days prior to the next deadline for any action that must be taken with respect to any such a corresponding Joint Patent in the relevant patent office)other Party’s respective territory. In such caseall cases, at Licensee’s sole discretionthe other Party shall, upon written notice from Licensee to Ovid, Licensee may elect to continue prosecution or maintenance of any such Joint Patent at its own expense, provide reasonable assistance to the lead Party for prosecution and Ovid shall execute such documents and perform such acts, at Licensee’s expense, as may be reasonably necessary maintenance of a particular Joint Patent with respect to allow Licensee to continue the prosecution and maintenance of such Joint Patent in such country in the Licensee Territory. Any such assignment shall be completed in a timely manner to allow Licensee to continue prosecution and maintenance of any such Joint Patent and any such Patent so assigned shall cease to be either a Joint Patent or a Licensee Patent and shall no longer be subject to the licenses and other rights granted by Licensee to Ovid under this AgreementPatent.

Joint Patents. (i) Subject to the remainder of this Section 10.2(c11.2(c), Ovid Exelixis shall have the first right, but not the obligation, to prepare, file, prosecute, prosecute and maintain (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings, proceedings and defense of validity or enforceability challenges) Joint Patents using a patent counsel selected by Ovid Exelixis in the Ovid Exelixis Territory and counsel mutually agreed to by the Parties in the Licensee Territory.. Ovid . Licensee shall reimburse Exelixis for all costs and expenses incurred with respect to the preparation, filing, prosecution and maintenance of Joint Patents in the Licensee Territory, within [ * ] from the date of invoice for such costs and expenses provided by Exelixis. In the event that Licensee does not reimburse Exelixis for such costs and expense for any Joint Patent or notifies Exelixis in writing that it elects to cease reimbursing Exelixis for such costs and expense for any Joint Patent, Licensee shall execute such documents and perform such acts, at Licensee’s expense, as may be reasonably necessary to effect an assignment of Licensee’s entire right, title, and interest in and to such Joint Patent to Exelixis, and such Patent shall cease to be either a Joint Patent or a Exelixis Patent and shall no longer be subject to the licenses and other rights granted by Exelixis to Licensee under this Agreement. Exelixis shall keep Licensee informed of material progress with regard to the preparation, filing, prosecution, maintenance, maintenance and defense, if any, any of the Joint Patents, including content, timing, timing and jurisdiction of the filing of such Joint Patents, and Ovid Exelixis shall consult with, and consider in good faith the requests and suggestions of, Licensee with respect to filing, prosecutingprosecuting and defending, and defending of the if any, Joint Patents in the Licensee Territory. (ii) In the event that Ovid Exelixis desires to abandon or cease prosecution or maintenance of any Joint Patent in any country in the Licensee Territory, Ovid Exelixis shall provide reasonable prior written notice to Licensee of such intention to abandon (which notice shall, to the extent possible, be given no later than sixty (60) days [ * ] prior to the next deadline for any action that must be taken with respect to any such Joint Patent in the relevant patent office). In such case, at Licensee’s sole discretion, upon written notice from Licensee to OvidExelixis, Licensee may elect to continue prosecution or maintenance of any such Joint Patent at its own expense, and Ovid Exelixis shall execute such documents and perform such acts, at Licensee’s expense, as may be reasonably necessary to allow Licensee to continue the prosecution and maintenance of such Joint Patent in such country in the Licensee Territory. Any such assignment shall be completed in a timely manner to allow Licensee to continue prosecution and maintenance of any such Joint Patent and any such Patent so assigned shall cease to be either a Joint Patent or a Licensee Patent and shall no longer be subject to the licenses and other rights granted by Licensee to Ovid Exelixis under this Agreement

Joint Patents. (i) Subject to the remainder of this Section 10.2(c), Ovid Neurocrine shall have the first right, but not the obligation, to prepare, file, prosecute, and maintain prosecute (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings, proceedings and defense of validity or enforceability challengesre-examinations) and maintain Joint Patents using a patent counsel selected by Ovid in the Ovid Territory Neurocrine and counsel mutually agreed reasonably acceptable to by the Parties in the Licensee Territory.. Ovid MTPC. MTPC shall keep Licensee informed of material progress reimburse Neurocrine for all external patent fees and costs incurred with regard respect to the preparation, filing, prosecutionprosecution and maintenance of Joint Patents in the MTPC Territory within […***…] from the date of invoice for such costs and expenses provided by Neurocrine. In the event that MTPC does not reimburse Neurocrine for such external patent fees and costs for any Joint Patent in the MTPC or notifies Neurocrine in writing that it elects to cease reimbursing Neurocrine for such external patent fees and costs for any Joint Patent in the MTPC Territory, maintenanceMTPC shall execute such documents and perform such acts, at MTPC’s expense, as may be reasonably necessary to effect an assignment of MTPC’s entire right, title, and defense, if any, of the interest in and to such Joint Patents, including content, timingPatent to Neurocrine, and jurisdiction such Patent shall cease to be either a Joint Patent or a Neurocrine Patent and shall no longer be subject to the licenses and other rights granted by Neurocrine to MTPC under this Agreement. Neurocrine shall agree to furnish MTPC with copies of the filing of all documents relevant to such preparation, filing, prosecution and maintenance with respect to such Joint PatentsPatent in sufficient time to allow for review by MTPC, and Ovid shall consult with, and consider to incorporate in good faith the requests comments of MTPC prior to taking any action to implement such decisions and suggestions ofto otherwise keep MTPC reasonably informed of the status of the preparation, Licensee with respect to filing, prosecuting, prosecution and defending maintenance of the such Joint Patents Patent in the Licensee MTPC Territory. (ii) In the event that Ovid Neurocrine desires to abandon or cease prosecution or maintenance of any Joint Patent in any country the MTPC Territory (except in the Licensee Territoryevent the Parties mutually decide to abandon or cease prosecution, Ovid maintenance or enforcement of such Joint Patent), Neurocrine shall provide reasonable prior written notice to Licensee MTPC of such intention to abandon (which notice shall, to the extent possible, be given no later than sixty (60) days […***…] prior to the next deadline for any action that must be taken with respect to any such Joint Patent in the relevant patent office). In such case, at Licensee’s sole discretion, upon written notice from Licensee to Ovid, Licensee MTPC may elect to continue prosecution or maintenance of any such Joint Patent in the MTPC Territory at its sole discretion and own expense, and Ovid in which case, all rights in such Joint Patent in the MTPC Territory shall be assigned to MTPC. Neurocrine shall execute such documents and perform such acts, at Licensee’s its own expense, as may be reasonably necessary to allow Licensee effect an assignment of its entire right, title, and interest in and to continue the prosecution and maintenance of such Joint Patent in such country in the Licensee TerritoryMTPC Territory to MTPC. Any such assignment shall be completed in a timely manner to allow Licensee MTPC to continue prosecution and maintenance of any such Joint Patent and any such Joint Patent so assigned shall cease to be either a Joint Patent or a Licensee Patent and shall no longer be subject to the licenses and other rights granted by Licensee Neurocrine to Ovid MTPC under this Agreement.

Joint Patents. (ia) Subject to the remainder to, and without limiting Licensee’s rights under, Section 9.4 of this Section 10.2(c)Agreement, Ovid Amarin shall have the first right to prepare, file, prosecute and maintain Joint Patents. Amarin shall keep Licensee informed of the status of Joint Patents and will provide Licensee with copies of all substantive documentation submitted to, or received from, the patent offices in connection therewith. With respect to any substantive submissions that Amarin is required to or otherwise intends to submit to a patent office with respect to a Joint Patent, Amarin shall provide a draft of such submission to Licensee at least [***] (or such time as is possible) prior to the deadline for, or the intended filing date of, such submission, whichever is earlier (or as soon as reasonably possible if Amarin has less than [***] notice of a deadline for submission). Licensee shall have the right to review and comment upon any such submission by Amarin to a patent office, and will provide such comments within [***] after receiving such submission (provided, that if no comments are received within such [***], then Amarin may proceed with such submission). Amarin shall consider in good faith any suggestions or recommendations of Licensee concerning the preparation, filing, prosecution and maintenance thereof. (b) If, during the Term, Amarin (i) intends to allow any Joint Patent to expire or intends to otherwise abandon any such Joint Patent (“Abandoned Patents”), or (ii) decides not to prepare or file patent applications covering Joint Inventions (“Abandoned Joint Inventions”) Amarin shall notify Licensee of such intention or decision at least [***] (or as soon as possible if less than [***]) prior to any filing or payment due date, or any other date that requires action, in connection with such Abandoned Patent or Abandoned Joint Invention, and Licensee shall thereupon have the right, but not the obligation, to prepare, file, prosecute, and maintain (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications assume responsibility for supplementary protection certificates, oppositions, invalidation proceedings, and defense of validity or enforceability challenges) Joint Patents using a patent counsel selected by Ovid in the Ovid Territory and counsel mutually agreed to by the Parties in the Licensee Territory.. Ovid shall keep Licensee informed of material progress with regard to the preparation, filing, prosecution, maintenance, and defense, if any, of the Joint Patents, including content, timing, and jurisdiction of the filing of such Joint Patents, and Ovid shall consult with, and consider in good faith the requests and suggestions of, Licensee with respect to filing, prosecuting, and defending of the Joint Patents in the Licensee Territory. (ii) In the event that Ovid desires to abandon or cease prosecution or maintenance of any Joint Patent in any country thereof at its sole cost and expense, in the Licensee Territory, Ovid shall provide reasonable prior written notice to Licensee name of such intention to abandon (which notice shall, to the extent possible, be given no later than sixty (60) days prior to the next deadline for any action that must be taken with respect to any such Joint Patent in the relevant patent office). In such case, at Licensee’s sole discretion, upon written notice from Licensee to Ovid, Licensee may elect to continue prosecution or maintenance of any such Joint Patent at its own expense, and Ovid shall execute such documents and perform such acts, at Licensee’s expense, as may be reasonably necessary to allow Licensee to continue the prosecution and maintenance of such Joint Patent in such country in the Licensee Territory. Any such assignment shall be completed in a timely manner to allow Licensee to continue prosecution and maintenance of any such Joint Patent and any such Patent so assigned shall cease to be either a Joint Patent or a Licensee Patent and shall no longer be subject to the licenses and other rights granted by Licensee to Ovid under this Agreement.

Joint Patents. (i) Subject to the remainder of this Section 10.2(c), Ovid ARS shall have the first right, but not the obligation, to prepare, file, prosecute, and maintain prosecute (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings, proceedings and defense of validity or enforceability challengesre-examinations) and maintain Joint Patents using a patent counsel selected by Ovid ARS and reasonably acceptable to ALFRESA. ▇▇▇▇▇▇▇ shall reimburse ARS for all external patent fees and costs incurred with respect to the preparation, filing, prosecution and maintenance of Joint Patents in the Ovid ALFRESA Territory within [***] from the date of invoice for such costs and counsel mutually agreed to expenses provided by ARS. In the Parties event that ▇▇▇▇▇▇▇ does not reimburse ARS for such external patent fees and costs for any Joint Patent in the Licensee ALFRESA Territory.. Ovid , or ALFRESA notifies ARS in writing that it elects to cease reimbursing ARS for such external patent fees and costs for any Joint Patent in the ALFRESA Territory, ▇▇▇▇▇▇▇ shall promptly execute such documents and perform such acts, at ▇▇▇▇▇▇▇’s expense, as may be reasonably necessary to effect an assignment of ▇▇▇▇▇▇▇’s entire right, title, and interest in and to such Joint Patent to ARS, and such Patent shall cease to be either a Joint Patent or an ARS Patent and shall no longer be subject to the licenses and other rights granted by ARS to ALFRESA under this Agreement. ARS shall keep Licensee ▇▇▇▇▇▇▇ reasonably informed of material progress with regard to the preparation, filing, prosecution, maintenance, prosecution and defense, if any, of the Joint Patents, including content, timing, and jurisdiction of the filing maintenance of such Joint Patents, and Ovid shall consult with, and consider Patent (assigned to ARS) in good faith the requests and suggestions of, Licensee with respect to filing, prosecuting, and defending of the ALFRESA Territory; provided that ARS will make all final decisions regarding such Joint Patents in the Licensee Territorythat are assigned to ARS. (ii) In the event that Ovid ARS desires to abandon or cease prosecution or maintenance of any Joint Patent in any country the ALFRESA Territory (except in the Licensee Territoryevent the Parties mutually decide to abandon or cease prosecution, Ovid maintenance or enforcement of such Joint Patent) (“Discontinued Joint Patent”), ARS shall provide reasonable prior written notice to Licensee ALFRESA of such intention to abandon (which notice shall, to the extent possible, be given no later than sixty (60) days [***] prior to the next deadline for any action that must be taken with respect to any such Discontinued Joint Patent in the relevant patent office). In such case, at Licensee’s sole discretion, upon written notice from Licensee to Ovid, Licensee ALFRESA may elect to continue prosecution or maintenance of any such Joint Patent in the ALFRESA Territory at its sole discretion and own expense, and Ovid in which case, all of ARS’s rights in such Joint Patent in the ALFRESA Territory shall be assigned to ALFRESA. ARS shall promptly execute such documents and perform such acts, at Licensee’s its own expense, as may be reasonably necessary to allow Licensee effect an assignment of its entire right, title, and interest in and to continue the prosecution and maintenance of such Joint Patent in such country in the Licensee TerritoryALFRESA Territory to ALFRESA. Any such assignment shall be completed in a timely manner to allow Licensee ALFRESA to continue prosecution and maintenance of any such Discontinued Joint Patent and any such Discontinued Joint Patent so assigned shall cease to be either a Joint Patent or a Licensee Patent and shall no longer be subject to the licenses and other rights granted by Licensee ARS to Ovid ALFRESA under this Agreement. ALFRESA shall keep ARS reasonably informed of progress with regard to the preparation, filing, prosecution and maintenance of such Discontinued Joint Patent in the ALFRESA Territory (particularly to avoid prosecution inconsistencies with ARS Patents and Joint Patents that ARS has not abandoned); provided that ▇▇▇▇▇▇▇ will make all final decisions regarding such Discontinued Joint Patents in the ALFRESA Territory that are assigned to ALFRESA.

Joint Patents. (i) Subject The Parties shall discuss in good faith, and thereupon implement, a mutually agreeable patent strategy with respect to all Joint Patents and Joint Improvements that may be patentable. With respect to all Joint Patents and Joint Improvements for which the Parties agree patent prosecution should be sought, the Parties shall cooperate in the preparation, filing and prosecution of patent applications (including prosecution, maintenance and extensions, including seeking any supplemental protection certificates and patent term extensions, if any, and interference, opposition, revocation and re-examination proceedings related to the remainder of this Section 10.2(cJoint Patents), Ovid and shall discuss and attempt to agree on the content and form of relevant patent applications and any other relevant matters before such applications are made. (ii) Salix shall have the first rightprimary right and responsibility for filing, prosecution, maintenance and extensions, including seeking any supplemental protection certificates and patent term extensions, if any, of: (A) Joint Patents that relate to any Rifa Covered Product (regardless of whether such Joint Patents also relate to any Bude Covered Product or any MB Covered Product) in the Salix Rifa Territory, and Salix shall be responsible for all related interference, opposition, revocation and re-examination proceedings; (B) Joint Patents that relate solely to any Bude Covered Product or that relate to any Bude Covered Product and any MB Covered Product (but that do not relate to any Rifa Covered Product) in the obligationSalix Bude Territory, and Salix shall be responsible for all related interference, opposition, revocation and re-examination proceedings; and (C) Joint Patents that relate solely to prepareany MB Covered Product in the Salix MB Territory, and Salix shall be responsible for all related interference, opposition, revocation and re-examination proceedings. (iii) Cosmo shall have the primary right and responsibility for filing, prosecution, maintenance and extensions, including seeking any supplemental protection certificates and patent term extensions, if any, of: (A) Joint Patents that relate to any Rifa Covered Product (regardless of whether such Joint Patents also relate to any Bude Covered Product or any MB Covered Product) in the Cosmo Rifa Territory, and Cosmo shall be responsible for all related interference, opposition, revocation and re-examination proceedings; (B) Joint Patents that relate solely to any Bude Covered Product or that relate to any Bude Covered Product and any MB Covered Product (but that do not relate to any Rifa Covered Product) in the Cosmo Bude Territory, and Cosmo shall be responsible for all related interference, opposition, revocation and re-examination proceedings; and (C) Joint Patents that relate solely to any MB Covered Product in the Cosmo MB Territory, and Cosmo shall be responsible for all related interference, opposition, revocation and re-examination proceedings. (iv) The Party with the right to file, prosecute, and maintain a Joint Patent in a country (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings, and defense of validity or enforceability challengesthe “Prosecuting Party”) Joint Patents using a patent counsel selected by Ovid in the Ovid Territory and counsel mutually agreed to by the Parties in the Licensee Territory.. Ovid (i) shall keep Licensee the other Party reasonably informed of material progress with regard to the preparation, filing, prosecution, maintenance, and defense, if any, of the Joint Patents, including content, timing, and jurisdiction of the filing of such Joint Patents, and Ovid shall consult with, and consider in good faith the requests and suggestions of, Licensee with respect to filing, prosecuting, such activities such that the other Party has reasonable (under the circumstances) time to review and defending of the Joint Patents in the Licensee Territory. comment upon any documents intended for submission to any patent office; (ii) In the event that Ovid desires to abandon or cease prosecution or maintenance of any Joint Patent in any country in the Licensee Territory, Ovid shall provide reasonable prior written notice to Licensee of such intention to abandon (which notice shall, furnish to the extent possible, be given no later than sixty (60) days prior to the next deadline for any action that must be taken with respect to any such Joint Patent in the relevant patent office). In such case, at Licensee’s sole discretion, upon written notice from Licensee to Ovid, Licensee may elect to continue prosecution or maintenance other Party a copy of any such Joint Patent at its own expenseapplication and copies of documents relevant to such prosecution and maintenance, including copies of correspondence with any patent office, foreign associates and Ovid shall execute outside counsel, such that the other Party has reasonable (under the circumstances) time to review and comment upon any documents (including draft patent applications) intended for submission to any patent office; and (iii) reasonably consider the comments timely provided by the other Party on any such documents and perform such actsfiled with any patent office, at Licensee’s expenseincluding any comments from the other Party regarding steps to be taken to strengthen any Joint Patent. In the event that the Parties’ respective patent counsel, as may after good faith discussions, cannot agree with respect to any decision to be reasonably necessary to allow Licensee to continue made regarding the prosecution and maintenance of a Joint Patent in a country, the Prosecuting Party for such Joint Patent in such country shall make the decision. The Prosecuting Party shall provide the other Party with the status of such Joint Patents no less frequently than once per every semi-annual period. The Prosecuting Party shall make reasonable efforts not to take any action in the Licensee Territory. Any such assignment shall be completed in a timely manner to allow Licensee to continue filing, prosecution and maintenance of any Joint Patent that could reasonably be expected to affect adversely such Joint Patent in the other Party’s territory. In all cases, the other Party shall provide reasonable assistance to the Prosecuting Party with respect to the prosecution and maintenance of each Joint Patent. (v) If the Prosecuting Party plans to abandon any Joint Patent without filing a continuing application claiming the same subject matter, the Prosecuting Party shall notify the other Party in writing at least ninety (90) days in advance of the due date of any payment or other action that is required to prosecute or maintain such Joint Patent and the other Party may elect, upon written notice within such ninety (90) day period to the Prosecuting Party, to make such payment or take such action, and the Prosecuting Party shall reasonably cooperate with the other Party in connection with such maintenance activities. (vi) The Parties shall share equally all costs reasonably incurred in connection with the preparation, prosecution and maintenance of any Joint Patents; provided, that either Party may at any time renounce and assign to the other Party any and all right, title and interest of such Patent so assigned shall cease to be either assigning Party in a Joint Patent or a Licensee Patent and shall thereafter have no longer responsibility in respect of costs in respect of the preparation, prosecution or maintenance of such Joint Patent, and such assigned Joint Patent shall not be included in the Salix Licensed IP or Cosmo Licensed IP or otherwise be subject to the licenses and other rights granted by Licensee to Ovid under this AgreementSection 2.1 or Section 2.2.

Joint Patents. (i) Subject to the remainder of this Section 10.2(c), Ovid Roivant shall have the first right, but not the obligation, right in its sole discretion to prepare, file, prosecute, prosecute and maintain (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings, and defense of validity or enforceability challenges) Joint Patents using a patent counsel selected by Ovid in the Ovid Territory Territory, [***]. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. EXECUTION VERSION Confidential (ii) Roivant shall consult with Eisai and counsel mutually agreed to by the Parties in the Licensee Territory.. Ovid shall keep Licensee Eisai reasonably informed of material progress with regard to the preparation, filing, prosecution, maintenance, and defense, if any, of the Joint Patents, including content, timing, and jurisdiction of the filing of such Joint Patents, and Ovid shall consult with, and consider in good faith the requests and suggestions of, Licensee with respect to filing, prosecuting, and defending status of the Joint Patents in the Licensee TerritoryTerritory and shall promptly provide Eisai with material correspondences received from patent authorities in connection therewith. In addition, Roivant shall promptly provide Eisai with drafts of all proposed material filings and correspondences to the patent authorities with respect to the Joint Patents in the Territory for Eisai’s review and comment prior to the submission of such proposed filings and correspondences. Roivant shall confer with Eisai and consider in good faith Eisai’s comments prior to submitting such filings and correspondences. (iiiii) In the event that Ovid desires Roivant shall notify Eisai of any decision to abandon or cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of of, any Joint Patent in any country Patents in the Licensee Territory at least [***] prior to any filing or payment due date, or any other due date that requires action, in connection with such Joint Patent. If Roivant makes such a decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Joint Patents in the Territory, Ovid Roivant shall provide reasonable prior written notice to Licensee of such intention to abandon (which notice shall, to the extent possible, be given no later than sixty (60) days prior to the next deadline for any action that must be taken with respect to any such Joint Patent in the relevant patent office). In such casepermit Eisai, at Licensee’s sole discretionits discretion [***], upon written notice from Licensee to Ovid, Licensee may elect to continue prosecution or maintenance of any such Joint Patent at its own expense, and Ovid shall execute such documents and perform such acts, at LicenseePatent. Eisai’s expense, as may be reasonably necessary to allow Licensee to continue the prosecution and or maintenance of such Joint Patent in such country in shall not change the Licensee Territory. Any such assignment shall be completed in a timely manner Parties’ respective rights and obligations under this Agreement with respect to allow Licensee to continue prosecution and maintenance of any such Joint Patent and any such Patent so assigned shall cease to be either a Joint Patent or a Licensee Patent and shall no longer be subject to the licenses and other rights granted by Licensee to Ovid under than as expressly set forth in this AgreementSection 5.3(b)(iii).

Joint Patents. (i) Subject to the remainder of this Section 10.2(c11.2(c), Ovid Exelixis shall have the first right, but not the obligation, to prepare, file, prosecute, prosecute and maintain (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings, proceedings and defense of validity or enforceability challenges) Joint Patents using a patent counsel selected by Ovid Exelixis in the Ovid Exelixis Territory and counsel mutually agreed to by the Parties in the Licensee Territory.. Ovid . Licensee shall reimburse Exelixis for all costs and expenses incurred with respect to the preparation, filing, prosecution and maintenance of Joint Patents in the Licensee Territory, within [ * ] from the date of invoice for such costs and expenses provided by Exelixis. In the event that Licensee does not reimburse Exelixis for such costs and expense for any Joint Patent or notifies Exelixis in writing that it elects to cease reimbursing Exelixis for such costs and expense for any Joint Patent, Licensee shall execute such documents and perform such acts, at Licensee’s expense, as may be reasonably necessary to effect an assignment of Licensee’s entire right, title, and interest in and to such Joint Patent to Exelixis, and such Patent shall cease to be either a Joint Patent or a Exelixis Patent and shall no longer be subject to the licenses and other rights granted by Exelixis to Licensee under this Agreement. Exelixis shall keep Licensee informed of material progress with regard to the preparation, filing, prosecution, maintenance, maintenance and defense, if any, any of the Joint Patents, including content, timing, timing and jurisdiction of the filing of such Joint Patents, and Ovid Exelixis shall consult with, and consider in good faith the requests and suggestions of, Licensee with respect to filing, prosecutingprosecuting and defending, and defending of the if any, Joint Patents in the Licensee Territory. (ii) In the event that Ovid Exelixis desires to abandon or cease prosecution or maintenance of any Joint Patent in any country in the Licensee Territory, Ovid Exelixis shall provide reasonable prior written notice to Licensee of such intention to abandon (which notice shall, to the extent possible, be given no later than sixty (60) days [ * ] prior to the next deadline for any action that must be taken with respect to any such Joint Patent in the relevant patent office). In such case, at Licensee’s sole discretion, upon written notice from Licensee to OvidExelixis, Licensee may elect to continue prosecution or maintenance of any such Joint Patent at its own expense, and Ovid Exelixis shall execute such documents and perform such acts, at Licensee’s expense, as may be reasonably necessary to allow Licensee to continue the prosecution and maintenance of such Joint Patent in such country in the Licensee Territory. Any such assignment shall be completed in a timely manner to allow Licensee to continue prosecution and maintenance of any such Joint Patent and any such Patent so assigned shall cease to be either a Joint Patent or a Licensee Patent and shall no longer be subject to the licenses and other rights granted by Licensee to Ovid Exelixis under this AgreementAgreement (d)

Joint Patents. (i) Subject to the remainder of this Section 10.2(c9.2(c), Ovid Exelixis shall have the first right, but not the obligation, to prepare, file, prosecute, and maintain (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings, proceedings and defense of validity or enforceability challenges) the Joint Patents using a patent counsel selected by Ovid Exelixis and reasonably acceptable to Adagene. Adagene shall reimburse Exelixis for [***] of the costs and expenses incurred with respect to the preparation, filing, prosecution, and maintenance of the Joint Patents in the Ovid Territory Territory, within [***] after receipt of an invoice for such costs and counsel mutually agreed expenses together with reasonable documentation evidencing such costs and expenses provided by Exelixis. In the event that Adagene does not reimburse Exelixis for such costs and expenses for any Joint Patent or notifies Exelixis in writing that it elects to cease reimbursing Exelixis for such costs and expense for any Joint Patent, Adagene shall execute such documents and perform such acts, at Adagene’s expense, as may be reasonably necessary to effect an assignment of Adagene’s entire right, title, and interest in and to such Joint Patent to Exelixis, and such Patent shall cease to be a Joint Patent and shall no longer be subject to the licenses and other rights granted by the Parties in the Licensee Territory.. Ovid Exelixis to Adagene under this Agreement. Exelixis shall keep Licensee Adagene informed of material progress with regard to the preparation, filing, prosecution, maintenance, and defense, if any, of the Joint Patents, including content, timing, and jurisdiction of the filing of such Joint Patents, and Ovid Exelixis shall consult with, and consider in good faith the requests and suggestions of, Licensee reasonable comments of Adagene with respect to filing, prosecuting, and defending of the Joint Patents in the Licensee Territory. (ii) In the event that Ovid If Exelixis desires to abandon or cease prosecution or maintenance of any Joint Patent in any country in the Licensee Territory, Ovid Exelixis shall provide reasonable prior written notice to Licensee Adagene of such intention to abandon (which notice shall, to the extent possible, be given no later than sixty (60) days [***] prior to the next deadline for any action that must be taken with respect to any such Joint Patent in the relevant patent office). In such case, at LicenseeAdagene’s sole discretion, upon written notice from Licensee Adagene to OvidExelixis, Licensee Adagene may elect to continue prosecution or maintenance of any such Joint Patent at its own expense, and Ovid Exelixis shall execute such documents and perform such acts, at LicenseeAdagene’s expense, as may be reasonably necessary to assign to Adagene Exelixis’ ownership interest therein and to allow Licensee Adagene to continue the prosecution and maintenance of such Joint Patent in such country in the Licensee Territory. Any such assignment shall be completed in a timely manner to allow Licensee to continue prosecution and maintenance of any such Joint Patent and any such Patent patents so assigned shall cease to be either a Joint Patent or a Licensee Patent and shall no longer thereafter be Adagene Patents subject to the licenses and other rights granted by Licensee to Ovid under this Agreementherein.

Joint Patents. (i) Subject to the remainder of this Section 10.2(c), Ovid Roivant shall have the first right, but not the obligation, right in its sole discretion to prepare, file, prosecute, prosecute and maintain (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings, and defense of validity or enforceability challenges) Joint Patents using a patent counsel selected by Ovid in the Ovid Territory Territory, [***]. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. EXECUTION VERSION Confidential (ii) Roivant shall consult with Eisai and counsel mutually agreed to by the Parties in the Licensee Territory.. Ovid shall keep Licensee Eisai reasonably informed of material progress with regard to the preparation, filing, prosecution, maintenance, and defense, if any, of the Joint Patents, including content, timing, and jurisdiction of the filing of such Joint Patents, and Ovid shall consult with, and consider in good faith the requests and suggestions of, Licensee with respect to filing, prosecuting, and defending status of the Joint Patents in the Licensee TerritoryTerritory and shall promptly provide Eisai with material correspondences received from patent authorities in connection therewith. In addition, Roivant shall promptly provide Eisai with drafts of all proposed material filings and correspondences to the patent authorities with respect to the Joint Patents in the Territory for Eisai’s review and comment prior to the submission of such proposed filings and correspondences. Roivant shall confer with Eisai and consider in good faith Eisai’s comments prior to submitting such filings and correspondences. (iiiii) In the event that Ovid desires Roivant shall notify Eisai of any decision to abandon or cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of of, any Joint Patent in any country Patents in the Licensee Territory at least [***] prior to any filing or payment due date, or any other due date that requires action, in connection with such Joint Patent. If Roivant makes such a decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Joint Patents in the Territory, Ovid Roivant shall provide reasonable prior written notice to Licensee of such intention to abandon (which notice shall, to the extent possible, be given no later than sixty (60) days prior to the next deadline for any action that must be taken with respect to any such Joint Patent in the relevant patent office). In such casepermit Eisai, at Licensee’s sole discretionits discretion [***], upon written notice from Licensee to Ovid, Licensee may elect to continue prosecution or maintenance of any such Joint Patent at its own expense, and Ovid shall execute such documents and perform such acts, at LicenseePatent. Eisai’s expense, as may be reasonably necessary to allow Licensee to continue the prosecution and or maintenance of such Joint Patent in such country in shall not change the Licensee Territory. Any such assignment shall be completed in a timely manner Parties’ respective rights and obligations under this Agreement with respect to allow Licensee to continue prosecution and maintenance of any such Joint Patent and any such Patent so assigned shall cease to be either a Joint Patent or a Licensee Patent and shall no longer be subject to the licenses and other rights granted by Licensee to Ovid under than as expressly set forth in this AgreementSection 5.3(b)(iii).

Joint Patents. (i) Subject to the remainder of this Section 10.2(c11.2(c), Ovid Exelixis shall have the first right, but not the obligation, to prepare, file, prosecute, prosecute and maintain (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings, proceedings and defense of validity or enforceability challenges) Joint Patents using a patent counsel selected by Ovid Exelixis in the Ovid Exelixis Territory and counsel mutually agreed to by the Parties in the Licensee Territory.. Ovid . Licensee shall reimburse Exelixis for all costs and expenses incurred with respect to the preparation, filing, prosecution and maintenance of Joint Patents in the Licensee Territory, within [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. [ * ] from the date of invoice for such costs and expenses provided by Exelixis. In the event that Licensee does not reimburse Exelixis for such costs and expense for any Joint Patent or notifies Exelixis in writing that it elects to cease reimbursing Exelixis for such costs and expense for any Joint Patent, Licensee shall execute such documents and perform such acts, at Licensee’s expense, as may be reasonably necessary to effect an assignment of Licensee’s entire right, title, and interest in and to such Joint Patent to Exelixis, and such Patent shall cease to be either a Joint Patent or a Exelixis Patent and shall no longer be subject to the licenses and other rights granted by Exelixis to Licensee under this Agreement. Exelixis shall keep Licensee informed of material progress with regard to the preparation, filing, prosecution, maintenance, maintenance and defense, if any, any of the Joint Patents, including content, timing, timing and jurisdiction of the filing of such Joint Patents, and Ovid Exelixis shall consult with, and consider in good faith the requests and suggestions of, Licensee with respect to filing, prosecutingprosecuting and defending, and defending of the if any, Joint Patents in the Licensee Territory. (ii) In the event that Ovid Exelixis desires to abandon or cease prosecution or maintenance of any Joint Patent in any country in the Licensee Territory, Ovid Exelixis shall provide reasonable prior written notice to Licensee of such intention to abandon (which notice shall, to the extent possible, be given no later than sixty (60) days [ * ] prior to the next deadline for any action that must be taken with respect to any such Joint Patent in the relevant patent office). In such case, at Licensee’s sole discretion, upon written notice from Licensee to OvidExelixis, Licensee may elect to continue prosecution or maintenance of any such Joint Patent at its own expense, and Ovid Exelixis shall execute such documents and perform such acts, at Licensee’s expense, as may be reasonably necessary to allow Licensee to continue the prosecution and maintenance of such Joint Patent in such country in the Licensee Territory. Any such assignment shall be completed in a timely manner to allow Licensee to continue prosecution and maintenance of any such Joint Patent and any such Patent so assigned shall cease to be either a Joint Patent or a Licensee Patent and shall no longer be subject to the licenses and other rights granted by Licensee to Ovid Exelixis under this Agreement

Joint Patents. (i) Subject to the remainder of this Section 10.2(c), Ovid Exelixis shall have the first right, but not the obligation, to prepare, file, prosecute, and maintain (including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary [ * ] = 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. protection certificates, oppositions, invalidation proceedings, proceedings and defense of validity or enforceability challenges) Joint Patents using a patent counsel selected by Ovid Exelixis in the Ovid Exelixis Territory and counsel mutually agreed to by the Parties in the Licensee Collaborator Territory.. Ovid . Collaborator shall reimburse Exelixis for all costs and expenses incurred with respect to the preparation, filing, prosecution, and maintenance of Joint Patents in the Collaborator Territory, within [ * ] from the date of invoice for such costs and expenses provided by Exelixis. In the event that Collaborator does not reimburse Exelixis for such costs and expense for any Joint Patent or notifies Exelixis in writing that it elects to cease reimbursing Exelixis for such costs and expense for any Joint Patent, Collaborator shall execute such documents and perform such acts, at Collaborator’s expense, as may be reasonably necessary to effect an assignment of Collaborator’s entire right, title, and interest in and to such Joint Patent to Exelixis, and such Patent shall cease to be either a Joint Patent or an Exelixis Patent and shall no longer be subject to the licenses and other rights granted by Exelixis to Collaborator under this Agreement. Exelixis shall keep Licensee Collaborator informed of material progress with regard to the preparation, filing, prosecution, maintenance, and defense, if any, of the Joint Patents, including content, timing, and jurisdiction of the filing of such Joint Patents, and Ovid Exelixis shall consult with, and consider in good faith the requests and suggestions of, Licensee Collaborator with respect to filing, prosecutingprosecuting and defending, and defending of the if any, Joint Patents in the Licensee Collaborator Territory. (ii) In the event that Ovid Exelixis desires to abandon or cease prosecution or maintenance of any Joint Patent in any country in the Licensee Collaborator Territory, Ovid Exelixis shall provide reasonable prior written notice to Licensee Collaborator of such intention to abandon (which notice shall, to the extent possible, be given no later than sixty (60) days [ * ] prior to the next deadline for any action that must be taken with respect to any such Joint Patent in the relevant patent office). In such case, at LicenseeCollaborator’s sole discretion, upon written notice from Licensee Collaborator to OvidExelixis, Licensee Collaborator may elect to continue prosecution or maintenance of any such Joint Patent at its own expense, and Ovid Exelixis shall execute such documents and perform such acts, at LicenseeCollaborator’s expense, as may be reasonably necessary to allow Licensee Collaborator to continue the prosecution and maintenance of such Joint Patent in such country in the Licensee Collaborator Territory. Any such assignment shall be completed in a timely manner to allow Licensee Collaborator to continue prosecution and maintenance of any such Joint Patent and any such Patent so assigned shall cease to be either a Joint Patent or a Licensee Collaborator Patent and shall no longer be subject to the licenses and other rights granted by Licensee Collaborator to Ovid Exelixis under this Agreement.