Common use of Joint Patents Clause in Contracts

Joint Patents. With respect to the Prosecution of patent applications claiming Joint Inventions covered by Section 7.2(b) (“Joint Patents”), Braeburn shall have the 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. right to take such actions as are necessary or appropriate to Prosecute Joint Patents in the Territory at its sole expense; provided, that all such patent applications and patents shall be owned jointly. Braeburn shall furnish Camurus with copies of such Joint Patents and other related correspondence relating to such Joint Inventions to and from patent offices throughout the Territory and permit Camurus to offer its comments thereon before Braeburn makes a submission to a patent office. Braeburn shall inform Camurus of the countries in which it intends to file patent applications. Camurus shall offer its comments promptly, including any request that the patents be filed in additional countries; provided, that Braeburn shall determine the appropriate action after considering in good faith any comments or requests from Camurus; provided, further, that in the event that delay would jeopardize any potential Patent Right, Braeburn shall have the right to proceed without awaiting Camurus’ comments. If Braeburn determines in its sole discretion not to Prosecute any patent application within the Joint Patents in any country in the Territory, and provided that no other patent applications or patents claiming the same or similar subject matter are then pending or issued in that same country, then Braeburn shall provide Camurus with [***] prior written notice (or such shorter time period that would permit Camurus a reasonable opportunity to respond in a timely manner) of such determination and Camurus shall have the right and opportunity to Prosecute such patent application on behalf of the Parties at Camurus’ sole cost and expense. Camurus shall provide Braeburn the same information and rights required above to be provided Camurus concerning the Prosecution of such Patent Rights.

Joint Patents. With (i) Subject to this Section 8.4(b), as between the Parties, Ideaya will have the first right, but not the obligation, to control the preparation, filing, prosecution, and maintenance including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings, and defense of validity or enforceability challenges of Joint Patents that are filed in the Territory by counsel of its own choice. Hengrui shall have the sole right, but not the obligation, to control the preparation, filing, prosecution, and maintenance, including any interferences, reissue proceedings, reexaminations, patent term extensions, applications for supplementary protection certificates, oppositions, invalidation proceedings, and defense of validity or enforceability challenges of any Joint Patents in Greater China. (ii) Ideaya will consult with H▇▇▇▇▇▇ and keep Hengrui reasonably informed of the status of the Joint Patents and will promptly provide Hengrui with all material correspondence received from any patent authority in connection therewith. In addition, Ideaya will promptly provide Hengrui with drafts of all proposed material filings and correspondence to any patent authority with respect to the Prosecution Joint Patents sufficiently in advance of patent applications claiming Joint Inventions covered by Section 7.2(b) (“Joint Patents”)any applicable filing deadlines for Hengrui’s review and comment prior to the submission of such proposed filings and correspondences. Ideaya will confer with H▇▇▇▇▇▇ and consider in good faith H▇▇▇▇▇▇’s comments prior to submitting such filings and correspondences, Braeburn shall have the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “so long as Hengrui provides such comments within [***]”. 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. right to take such actions as are necessary ] (or appropriate to Prosecute Joint Patents in a shorter period reasonably designated by Ideaya if [***] is not practicable given the Territory at its sole expense; provided, that all such patent applications filing deadline) of receiving the draft filings and patents shall be owned jointly. Braeburn shall furnish Camurus with copies of such Joint Patents and other related correspondence relating to such Joint Inventions to and correspondences from patent offices throughout the Territory and permit Camurus to offer its comments thereon before Braeburn makes a submission to a patent office. Braeburn shall inform Camurus of the countries in which it intends to file patent applications. Camurus shall offer its comments promptly, including any request that the patents be filed in additional countries; provided, that Braeburn shall determine the appropriate action after considering in good faith any comments or requests from Camurus; provided, further, that in Ideaya. (iii) In the event that delay would jeopardize Ideaya desires to abandon or cease prosecution or maintenance of any potential Joint Patent Right, Braeburn shall have the right to proceed without awaiting Camurus’ comments. If Braeburn determines in its sole discretion not to Prosecute any patent application within the Joint Patents in any country in the Territory, and provided that no other patent applications or patents claiming the same or similar subject matter are then pending or issued in that same country, then Braeburn shall Ideaya will provide Camurus with reasonable prior written notice to H▇▇▇▇▇▇ of such intention to abandon or cease prosecution or maintenance of any Joint Patent (which notice will, to the extent possible, be given no later than [***] 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, upon H▇▇▇▇▇▇’s written election provided no later than [***] after such notice (by Ideaya, Ideaya will assign its rights and title in such Joint Patent to Hengrui and Hengrui will acquire all rights and title in such Joint Patent at its expense. If Hengrui does not provide such election within [***] after such notice, Ideaya may, in its sole discretion, continue or such shorter time period that would permit Camurus a reasonable opportunity to respond in a timely manner) discontinue prosecution and maintenance of such determination Joint Patent. [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and Camurus shall have would likely cause competitive harm to the right and opportunity to Prosecute such patent application on behalf of the Parties at Camurus’ sole cost and expense. Camurus shall provide Braeburn the same information and rights required above to be provided Camurus concerning the Prosecution of such Patent Rightsregistrant if publicly disclosed.

Joint Patents. With respect to the Prosecution preparation, prosecution and maintenance of patent applications claiming Joint Inventions covered by Section 7.2(b) (“Joint Patents”), Braeburn Endo shall have the 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. right to take such actions as are necessary or appropriate to Prosecute Joint Patents in procure, prosecute and maintain patents with respect thereto (including any issuance, reissuance or reexamination thereof and the Territory defense of any interference, revocation or opposition proceedings related thereto) at its Endo’s sole expenseexpense and discretion, subject to the provisions of this Section 8.3(b); provided, that all such patent applications and patents shall be owned jointly. Braeburn Endo shall furnish Camurus Durect with copies of such Joint Patents and other related any substantive correspondence relating to such Joint Inventions to and from patent offices throughout the Territory and permit Camurus Durect to offer its comments thereon before Braeburn Endo makes a any submission or response to a patent office. Braeburn shall Endo will inform Camurus Durect of the countries in which it intends to file patent applications. Camurus Durect shall offer its comments promptly, including any request that the *** Material has been omitted pursuant to a request for confidential treatment and such material has been filed separately with the SEC. patents be filed in additional countries; provided, that Braeburn Endo shall determine the appropriate action after considering in good faith any comments or requests from Camurus; providedDurect, further, and further provided that in the event that delay would jeopardize any potential Patent Rightpatent right, Braeburn Endo shall have the right to proceed without awaiting Camurus’ Durect’s comments. If Braeburn Endo determines in its sole discretion not to Prosecute file, prosecute, defend or maintain any patent application (including failing to defend any interference, revocation or opposition proceedings) within the Joint Patents in any country in the Territory, and provided that no other patent applications or patents claiming the same or similar subject matter are then pending or issued in that same country, then Braeburn Endo shall provide Camurus Durect with [***] days’ prior written notice (or such shorter time period that would permit Camurus Durect a reasonable opportunity to respond in a timely manner) of such determination determination, and Camurus Durect shall have the right and opportunity to Prosecute file, prosecute, defend and/or maintain such patent application on behalf of the Parties at Camurus’ Durect’s sole cost and expense. Camurus shall provide Braeburn the same information and rights required above to be provided Camurus concerning the Prosecution of such Patent Rights.

Joint Patents. With (a) Subject to subsection (b) below, Allogene shall be solely responsible, at Allogene’s cost, and at its discretion, for the Prosecution and Maintenance of the Joint Patents. Allogene shall consult with Notch and keep Notch reasonably informed of the status of the Joint Patents and shall promptly provide Notch with material correspondences received from any patent authorities in connection therewith. In addition, Allogene shall promptly provide Notch with drafts of all proposed material filings and correspondences to any patent authorities with respect to the Allogene Prosecuted Patents for Notch’s review and comment prior to the submission of such proposed filings and correspondences. Allogene shall confer with Notch and shall take into consideration Notch’s comments in relation to such Prosecution and Maintenance, and shall use reasonable efforts to implement any reasonable changes requested by Notch towards the objective of optimizing overall patent applications claiming Joint Inventions covered by Section 7.2(b) (“Joint Patents”), Braeburn shall have the 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. right to take such actions as are necessary or appropriate to Prosecute Joint Patents in the Territory at its sole expense; provided, that all such patent applications and patents shall be owned jointly. Braeburn shall furnish Camurus with copies of protection for such Joint Patents prior to submitting such filings and other related correspondence relating to such Joint Inventions to and from patent offices throughout the Territory and permit Camurus to offer its comments thereon before Braeburn makes a submission to a patent office. Braeburn shall inform Camurus of the countries in which it intends to file patent applications. Camurus shall offer its comments promptlycorrespondences, including any request that the patents be filed in additional countries; provided, that Braeburn shall determine the appropriate action after considering in good faith any comments or requests from Camurus; provided, further, that in the event that delay would jeopardize any potential Patent Right, Braeburn shall have the right to proceed without awaiting Camurus’ comments. If Braeburn determines in its sole discretion not to Prosecute any patent application within the Joint Patents in any country in the Territory, and provided that no other patent applications or patents claiming the same or similar subject matter are then pending or issued in that same country, then Braeburn Notch shall provide Camurus with such comments within [***] days of receiving the draft filings and correspondences from Allogene. If Notch does not provide comments within such period of time, then Allogene may proceed without obtaining or considering such comments in order to continue the Prosecution and Maintenance of the Joint Patents on a timely basis in Allogene’s reasonable discretion. In case of disagreement between the Parties with respect to the Prosecution and Maintenance of the Joint Patents, the final decision shall be made by Allogene with the objective of optimizing overall patent protection for such Joint Patents. (b) If Allogene wishes to abandon or cease Prosecution and Maintenance of any Joint Patent, Allogene shall provide reasonable prior written notice (or such shorter time period that would permit Camurus a reasonable opportunity to respond in a timely manner) Notch of such determination and Camurus intention to abandon (which notice shall, to the extent possible, be given no later than [***] 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, upon ▇▇▇▇▇’s written election, Notch shall have the right right, but not the obligation, to assume Prosecution and opportunity to Prosecute Maintenance of such patent application on behalf of the Parties Joint Patent at Camurus’ sole cost and Notch’s expense. Camurus shall provide Braeburn the same information and rights required above If Notch elects to be provided Camurus concerning assume the Prosecution and Maintenance of such Patent RightsJoint Patent, then Allogene shall promptly transfer to Notch’s patent counsel all relevant files and materials and Notch shall keep Allogene reasonably informed regarding the Prosecution and Maintenance.

Joint Patents. With respect to the Prosecution of patent applications claiming Joint Inventions covered by Except as otherwise provided in this Section 7.2(b) (“Joint Patents”8.3(c), Braeburn Harrow shall have the 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934primary right and authority, AS AMENDED. right to take such actions as are necessary or appropriate to Prosecute prepare, file, prosecute and maintain the Joint Patents in the Territory at its sole expense; providedown expense using patent counsel that is reasonably acceptable to Wakamoto. Harrow shall provide Wakamoto with a reasonable opportunity to review and comment on such efforts regarding such Joint Patent, that all including by providing Wakamoto with a copy of material communications from any patent authority in such country(ies) in the Territory regarding such Joint Patent, and by providing drafts of any material filings or responses to be made to such patent applications authorities in advance of submitting such filings or responses. Harrow shall consider Wakamoto’s comments regarding such communications and patents shall be owned jointly. Braeburn shall furnish Camurus with copies of such Joint Patents and other related correspondence relating to such Joint Inventions to and from patent offices throughout the Territory and permit Camurus to offer its comments thereon before Braeburn makes a submission to a patent office. Braeburn shall inform Camurus of the countries in which it intends to file patent applications. Camurus shall offer its comments promptly, including any request that the patents be filed in additional countries; provided, that Braeburn shall determine the appropriate action after considering drafts in good faith any comments or requests from Camurus; provided, further, that in the event that delay would jeopardize any potential Patent Right, Braeburn shall have the right to proceed without awaiting Camurus’ commentsfaith. If Braeburn Harrow determines in its sole discretion to abandon or not to Prosecute maintain any patent application within the Joint Patents Patent in any country in country(ies) of the Territory, and provided that no other patent applications or patents claiming the same or similar subject matter are then pending or issued in that same country, then Braeburn Harrow shall provide Camurus Wakamoto with written notice of such determination within a period of time reasonably necessary to allow Wakamoto to determine its interest in such Joint Patent (which notice from Harrow shall be given [***] prior to any final deadline for any pending action or response that may be due with respect to such Joint Patent with the applicable patent authority). In the event Wakamoto provides written notice expressing its interest in obtaining such Joint Patent(s), (a) Harrow shall assign and transfer to Wakamoto the ownership of, and interest in, such Joint Patent in the applicable jurisdiction in the Territory on behalf of Wakamoto through the mutual discussion between Harrow and Wakamoto to determine the transfer (e.g., its scope, its value, etc.); (b) Wakamoto will thereupon have the right, but not the obligation, to assume the prosecution and maintenance thereof at Wakamoto’s sole cost and expense (each, a “Wakamoto Joint Assumed Patent”), through patent counsel or agents of its choice; and (c) Harrow shall promptly deliver to Wakamoto copies of all necessary files related to any Wakamoto Joint Assumed Patents with respect to which responsibility has been transferred and shall take all actions and execute all documents reasonably necessary for Wakamoto to assume such shorter time period that would permit Camurus a reasonable opportunity to respond in a timely manner) activities, at Wakamoto’s request. Harrow shall cooperate with Wakamoto for assignment and transfer of such determination and Camurus Joint Patent(s) in such country. Wakamoto shall have the primary right and opportunity authority, to Prosecute such patent application on behalf prepare, file, prosecute and maintain the Joint Patents outside of the Parties Territory at Camurus’ sole cost and its own expense. Camurus shall provide Braeburn the same information and rights required above to be provided Camurus concerning the Prosecution of such Patent Rights.

Joint Patents. With respect to the Prosecution of patent applications claiming Joint Inventions covered by Section 7.2(b(i) (“Joint Patents”), Braeburn Aurinia shall have the 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934first right, AS AMENDED. right to take such actions as are necessary or appropriate but not the obligation, to Prosecute Joint Patents in using patent counsel mutually agreed to by the Territory at its sole expense; provided, that Parties. Aurinia shall keep Otsuka informed of material progress with regard to Prosecution of Joint Patents worldwide and shall provide Otsuka (or have provided to Otsuka) all such patent applications filings and patents shall be owned jointly. Braeburn shall furnish Camurus with copies material correspondence related thereto within a reasonable time after the receipt or prior to the filing of such Joint Patents documents to allow Otsuka and its patent counsel to be able to review and provide comments to Aurinia and its patent counsel regarding the filing and contents of such application, amendment, submission, response or other related correspondence relating to such Joint Inventions to documents, including the content, timing and from patent offices throughout the Territory and permit Camurus to offer its comments thereon before Braeburn makes a submission to a patent office. Braeburn shall inform Camurus jurisdiction of the countries in which it intends to file patent applications. Camurus shall offer its comments promptly, including any request that the patents be filed in additional countries; provided, that Braeburn shall determine the appropriate action after considering in good faith any comments or requests from Camurus; provided, further, that in the event that delay would jeopardize any potential Patent Right, Braeburn shall have the right to proceed without awaiting Camurus’ comments. If Braeburn determines in its sole discretion not to Prosecute any patent application within the filing of Joint Patents in any country in the Territoryworld provided that such review and comment shall not delay the Prosecution. Aurinia shall consult with, and provided consider in good faith the comments, requests and suggestions of, Otsuka with respect to Prosecution of Joint Patents worldwide. (ii) In the event that no other patent applications Aurinia fails to file or patents claiming the same desires to abandon, forfeit or similar subject matter are then pending or issued otherwise cease Prosecution of any Joint Patent in that same any country, then Braeburn Aurinia shall provide Camurus with [***] reasonable prior written notice (or such shorter time period that would permit Camurus a reasonable opportunity to respond in a timely manner) Otsuka of such determination intention (which notice shall, to the extent possible, be given at least ninety (90) days before such Patent would become abandoned or forfeited). In such case, Otsuka may, upon written notice to Aurinia, elect to assume Prosecution of such Joint Patent in such country and, in that event, (A) Aurinia shall assign all of its right, title and Camurus interest in and to such Joint Patent in such country to Otsuka at no cost to Otsuka, and (B) Otsuka shall have the right and opportunity to Prosecute such patent application on behalf of the Parties Joint Patent in such country at Camurus’ sole its cost and expense. Camurus Aurinia shall provide Braeburn the same information execute such documents and rights required above perform such acts, at no cost to Otsuka, as may be provided Camurus concerning necessary to allow Otsuka to continue the Prosecution of such Joint Patent Rightsin such country. Any such assignment shall be completed in a timely manner to allow Otsuka to continue Prosecution of such Joint Patent and any such Patent so assigned shall cease to be either a Joint Patent or an Otsuka Patent. If Otsuka does not elect to assume Prosecution of such Joint Patent in such country, Aurinia will have the right to cease the Prosecution of such Joint Patent in such country. (iii) Subject to Section 10.2(c)(ii), each Party shall bear fifty percent (50%) of all costs and expenses in connection with Prosecution of Joint Patents worldwide.

Joint Patents. With respect ||| (a) Zogenix shall be responsible for preparing, filing, Prosecuting and Maintaining Joint Patents arising in Development Programs to which Zogenix retains Option rights or in Licensed Development Programs (the Prosecution of patent applications claiming Joint Inventions covered by Section 7.2(b) (“Zogenix-Prosecuted Joint Patents”)) and for defending any administrative or judicial challenges to invalidity, Braeburn title, or enforceability relating thereto. The Parties shall have equally share all costs related to the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”Zogenix-Prosecuted Joint Patents. 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934Zogenix shall keep Tevard fully informed with respect to (a) the filing of all Zogenix-Prosecuted Joint Patent applications; (b) the issuance of any Zogenix-Prosecuted Joint Patent and (b) the abandonment of any Zogenix-Prosecuted Joint Patent. Without limiting the foregoing, AS AMENDED. right to take such actions as are necessary or appropriate to Prosecute Joint Patents in the Territory at its sole expense; provided, that all such patent applications and patents Zogenix shall be owned jointly. Braeburn shall furnish Camurus (i) provide Tevard with copies of the text of the applications for such Zogenix-Prosecuted Joint Patents and other related correspondence relating to such Joint Inventions as soon as practical but at least ten (10) days before filing, except for urgent filings in which case Zogenix shall provide copies as soon as practical before, simultaneously with or immediately after filing; (ii) provide Tevard with a copy of each submission made to and material document received from patent offices throughout the Territory and permit Camurus to offer its comments thereon before Braeburn makes a submission to a patent office. Braeburn shall inform Camurus authority, court or other tribunal regarding any such Zogenix-Prosecuted Joint Patents reasonably promptly after making such filing or receiving such material document, including a copy of each application as filed together with notice of its filing date and application number; (iii) keep Tevard advised of the countries in which it intends status of all material communications, actual and prospective filings or submissions regarding such Zogenix-Prosecuted Joint Patents, and shall give Tevard copies of any such material communications, filings and submissions proposed to file be sent to any patent applications. Camurus shall offer its comments promptly, including any request that the patents be filed in additional countriesauthority or judicial body; provided, that Braeburn shall determine the appropriate action after considering and (iv) consider in good faith Tevard’s comments on the material communications, filings and submissions for such Zogenix-Prosecuted Joint Patents. (b) Zogenix shall notify Tevard as to any comments decision to abandon, to cease Prosecution and Maintenance of, or requests from Camurus; provided, further, that in the event that delay would jeopardize any potential Patent Right, Braeburn shall have the right to proceed without awaiting Camurus’ comments. If Braeburn determines in its sole discretion not to Prosecute continue to pay the expenses of Prosecution and Maintenance of, any patent application within the Zogenix-Prosecuted Joint Patents Patent in any country in which it was filed. Zogenix will provide such notices at least thirty (30) days prior to any filing or payment due date, or any other due date that requires action, in connection with such Zogenix-Prosecuted Joint Patent. Thereafter, Tevard may, upon written notice to Zogenix, in both Parties’ names and at Tevard’s sole cost, control the Territoryfiling for, Prosecution and Maintenance of such Zogenix-Prosecuted Joint Patents thereafter. Tevard will keep Zogenix reasonably informed of the status of the Zogenix-Prosecuted Joint Patents. (c) Tevard shall be responsible for preparing, filing, prosecuting and maintaining Joint Patents other than the Joint Patents for which Zogenix has such responsibility pursuant to Section 8.2.3(a) (the “Tevard-Prosecuted Joint Patents”) and for conducting any Defense Proceedings relating thereto. For clarity, the Tevard-Prosecuted Joint Patents shall include any former Zogenix-Prosecuted Joint Patents for which Zogenix has terminated responsibility pursuant to Section 8.2.3(b) and Tevard has provided notice pursuant to Section 8.2.3(b). The Parties shall equally share all costs related to the Tevard-Prosecuted Joint Patents. Tevard shall keep Zogenix fully informed with respect to (a) the filing of any Tevard-Prosecuted Joint Patent applications; (b) the issuance of Tevard-Prosecuted Joint Patents and (b) the abandonment of any Tevard-Prosecuted Joint Patent. Without limiting the foregoing, Tevard shall (i) provide Zogenix with copies of the text of the applications for such Tevard-Prosecuted Joint Patents as soon as practical but at least ten (10) days before filing, except for urgent filings in which case Tevard shall provide copies as soon as practical before, simultaneously with or immediately after filing; (ii) provide Zogenix with a copy of each submission made to and material document received from a patent authority, court or other tribunal regarding any such Tevard-Prosecuted Joint Patents reasonably promptly after making such filing or receiving such material document, including a copy of each application as filed together with notice of its filing date and application number; (iii) keep Zogenix advised of the status of all material communications, actual and prospective filings or submissions regarding such Tevard-Prosecuted Joint Patents, and provided that no other patent applications or patents claiming the same or similar subject matter are then pending or issued in that same countryshall give Zogenix copies of any such material communications, then Braeburn shall provide Camurus with [***] prior written notice (or such shorter time period that would permit Camurus a reasonable opportunity to respond in a timely manner) of such determination filings and Camurus shall have the right and opportunity to Prosecute such patent application on behalf of the Parties at Camurus’ sole cost and expense. Camurus shall provide Braeburn the same information and rights required above submissions proposed to be provided Camurus concerning sent to any patent authority or judicial body; and (iv) consider in good faith Zogenix’s comments on the material communications, filings and submissions for such Tevard-Prosecuted Joint Patents. ||| (d) Tevard shall notify Zogenix as to any decision to abandon, to cease Prosecution and Maintenance of, or not to continue to pay the expenses of Prosecution and Maintenance of, any Tevard-Prosecuted Joint Patent in any country in which it was filed. Tevard will provide such notices at least thirty (30) days prior to any filing or payment due date, or any other due date that requires action, in connection with such Tevard-Prosecuted Joint Patents. Thereafter, Tevard shall, within 30 days or before a statutory dues date for responding to a patent authority or judicial body or due date for a paying a maintenance fee, whichever is sooner, assign to Zogenix such Tevard-Prosecuted Joint Patents or Tevard-Prosecuted Joint Patent Rightsapplications for which Section 8.2.1(d) is applicable.

Joint Patents. With respect to any potentially patentable Joint Invention, Partner shall have the Prosecution of first right, but not the obligation, to prepare patent applications claiming based on such Joint Inventions covered by Section 7.2(bInvention, to file and prosecute (including any oppositions, interferences, reissue proceedings, reexaminations and post-grant proceedings) such patent applications, and to maintain any patents issuing therefrom (any such patent application and patents, a “Joint PatentsPatent”), Braeburn in any jurisdictions throughout the Territory. Each Party shall have bear its own internal costs in respect of the filing prosecution of and maintenance Joint Patents by Partner. Out-of-pocket costs incurred in respect of the filing, prosecution and maintenance of Joint Patents by Partner shall be borne [*] by [*] and [*] by [*] throughout the Territory. Partner shall provide Medivation reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and Medivation shall provide Partner reasonable assistance in such efforts. Partner shall provide Medivation with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by Partner, and shall provide drafts of any material filings or material responses to be made to such patent authorities a reasonable time in advance of submitting such filings or responses. Each Party [ * ] = CERTAIN CONFIDENTIAL PORTIONS OF INFORMATION CONTAINED IN THIS EXHIBIT WERE DOCUMENT, MARKED BY BRACKETS, HAS BEEN 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 24B-2 PROMULGATED UNDER OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. agrees to provide the other Party with all information necessary or desirable to enable the other Party to comply with the duty of candor/duty of disclosure requirements of any patent authority. If Partner declines to file, or if either Party subsequent to filing determines that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction: (i) then the disclaiming Party shall provide the other Party written notice of such determination at least [*] days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide the other Party with the opportunity to prepare, file, prosecute and maintain such Joint Patent; and (ii) the disclaiming Party shall, if requested in writing by the other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to the other Party for no additional consideration (except in the case of a U.S. patent or patent application that is tied by a terminal disclaimer to another patent right owned by the disclaiming Party). If such assignment is effected (or if it is not effected because of a terminal disclaimer), any such Joint Patent shall thereafter be deemed a Medivation Patent in the case of assignment to Medivation, or a Partner Patent that is not a Collaboration Patent in the case of assignment to Partner; provided, however, that (x) in the case of an assignment to Partner, Medivation shall retain a non-exclusive, royalty-free perpetual license under such Joint Patent, subject to Partner’s exclusive right to take exploit such actions as are necessary or appropriate to Prosecute Joint Patents Patent for Products in the Field in the Territory at during the Term of the Agreement; and (y) in the case of an assignment to Medivation, Partner shall retain a non-exclusive, royalty-free (provided that for Products in the Field in the Licensed Territory, the provisions of Section 8.5 shall apply during the Term of the Agreement) perpetual license under such Joint Patent. In the event a Party elects to disclaim its sole expense; providedinterest in a Joint Patent, that all the costs incurred with respect to such patent applications and patents shall be owned jointly. Braeburn shall furnish Camurus with copies Patent after the date of such Joint Patents and disclaimer shall thereafter be borne exclusively by the other related correspondence relating to such Joint Inventions to and from patent offices throughout the Territory and permit Camurus to offer its comments thereon before Braeburn makes a submission to a patent office. Braeburn shall inform Camurus of the countries in which it intends to file patent applications. Camurus shall offer its comments promptlyParty, including any request that the patents be filed in additional countries; provided, that Braeburn shall determine the appropriate action after considering in good faith any comments without reimbursement or requests from Camurus; provided, further, that in the event that delay would jeopardize any potential Patent Right, Braeburn shall have the right to proceed without awaiting Camurus’ comments. If Braeburn determines in its sole discretion not to Prosecute any patent application within the Joint Patents in any country in the Territory, and provided that no other patent applications or patents claiming the same or similar subject matter are then pending or issued in that same country, then Braeburn shall provide Camurus with [***] prior written notice (or such shorter time period that would permit Camurus a reasonable opportunity to respond in a timely manner) of such determination and Camurus shall have the right and opportunity to Prosecute such patent application on behalf of the Parties at Camurus’ sole cost and expense. Camurus shall provide Braeburn the same information and rights required above to be provided Camurus concerning the Prosecution of such Patent Rightscredit.

Joint Patents. With (a) Adicet will have the first right, but not the obligation, to control and be responsible for all aspects of the Prosecution and Maintenance of all Joint Patents, using counsel selected by Adicet and reasonably acceptable to CRISPR. Adicet will promptly inform C▇▇▇▇▇ through the Parties’ respective Patent Coordinators as to material developments with respect to the Prosecution and Maintenance of patent applications claiming Joint Inventions covered by Section 7.2(b) (“the Joint Patents”), Braeburn shall have the 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. right to take such actions as are necessary or appropriate to Prosecute Joint Patents in the Territory at its sole expense; provided, that all such patent applications Adicet will confer with CRISPR and patents shall be owned jointly. Braeburn shall furnish Camurus with copies of such Joint Patents and other related correspondence relating to such Joint Inventions to and from patent offices throughout the Territory and permit Camurus to offer its comments thereon before Braeburn makes a submission to a patent office. Braeburn shall inform Camurus of the countries in which it intends to file patent applications. Camurus shall offer its comments promptly, including any request that the patents be filed in additional countries; provided, that Braeburn shall determine the appropriate action after considering consider in good faith any and reasonably incorporate or implement C▇▇▇▇▇’s comments or requests prior to submitting filings and correspondence for the Joint Patents, provided that CRISPR provides such comments promptly (given the filing deadline) after receiving the draft filings and correspondence from Camurus; provided, further, that Adicet. CRISPR agrees to reasonably cooperate with Adicet in the event that delay would jeopardize any potential Patent RightProsecution and Maintenance of the Joint Patents, Braeburn shall have the right including (i) executing all papers and instruments so as to proceed without awaiting Camurus’ comments. If Braeburn determines in its sole discretion not enable Adicet to Prosecute any patent application within apply for and to prosecute the Joint Patents to the extent provided for in any country in the Territorythis Agreement, and provided (ii) promptly informing Adicet of any matters coming to CRISPR’s attention that no other patent applications may materially affect the Prosecution and Maintenance of any Joint Patents. (b) If, during the Term, Adicet intends not to file or patents claiming the same or similar subject matter are then pending or issued in that same countryto abandon any Joint Patent, then Braeburn shall provide Camurus with Adicet will notify CRISPR of such intention at least [***] before the deadline for filing such Joint Patent or the date such Joint Patent will become abandoned, and CRISPR will have the right, but not the obligation, to assume responsibility for the Prosecution and Maintenance thereof with counsel of its own choice. In such event, CRISPR will keep Adicet reasonably informed through the Parties’ respective Patent Coordinators as to material developments with respect to the Prosecution and Maintenance of any such Joint Patent. CRISPR will confer with Adicet and consider in good faith Adicet’s comments prior to submitting filings and correspondence for the Joint Patents, provided that Adicet provides such comments promptly (given the filing deadline) after receiving the draft filings and correspondence from C▇▇▇▇▇. Adicet agrees to reasonably cooperate with CRISPR in the Prosecution and Maintenance of the Joint Patents, including (i) executing all papers and instruments so as to enable CRISPR to apply for and to prosecute the Joint Patents to the extent provided for in this Agreement, and (ii) promptly informing CRISPR of any matters coming to Adicet’s attention that may materially affect the Prosecution and Maintenance of any Joint Patents. (c) Neither Party will make any Patent submission (including the filing of patent applications) with respect to any Joint Patent, to the extent that it could reasonably be expected to prejudice or adversely affect the potential patentability of any claimed subject matter of a CRISPR Background Patent (in the case of A▇▇▇▇▇) or Adicet Background Patent (in the case of CRISPR), except with the other Party’s prior written notice consent (or such shorter time period that would permit Camurus a reasonable opportunity to respond in a timely manner) of such determination and Camurus shall have the right and opportunity to Prosecute such patent application on behalf of the Parties at Camurus’ sole cost and expense. Camurus shall provide Braeburn the same information and rights required above consent not to be provided Camurus concerning the Prosecution of unreasonably withheld and such Patent Rightsconsent to be negotiated in good faith with all due consideration to any deadlines).

Joint Patents. With respect Subject to this Section 7.4(iii) and (a) unless otherwise agreed by the Prosecution of patent Parties S▇▇▇ will prosecute and maintain any Patent applications claiming Covering a Joint Inventions covered by Section 7.2(b) Invention (any such Patent application and any Patents issuing therefrom, a “Joint PatentsPatent”), Braeburn ) in the Licensed Territory and (b) Novan shall have the 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. first right to take such actions as are necessary or appropriate to Prosecute Joint Patents in the Territory at its sole expense; provided, that all such patent applications prosecute and patents shall be owned jointly. Braeburn shall furnish Camurus with copies of such Joint Patents and other related correspondence relating to such Joint Inventions to and from patent offices throughout the Territory and permit Camurus to offer its comments thereon before Braeburn makes a submission to a patent office. Braeburn shall inform Camurus of the countries in which it intends to file patent applications. Camurus shall offer its comments promptly, including any request that the patents be filed in additional countries; provided, that Braeburn shall determine the appropriate action after considering in good faith any comments or requests from Camurus; provided, further, that in the event that delay would jeopardize any potential Patent Right, Braeburn shall have the right to proceed without awaiting Camurus’ comments. If Braeburn determines in its sole discretion not to Prosecute any patent application within maintain the Joint Patents in any country in outside the Licensed Territory, with S▇▇▇ having a backup right to do so if Novan elects to cease such prosecution and provided that no other patent applications or patents claiming the same or similar subject matter are then pending or issued in that same country, then Braeburn shall provide Camurus with maintenance on [***] prior written notice to S▇▇▇. The Parties shall coordinate their efforts as appropriate to make such prosecution activities as efficient, convenient, and harmonious as possible. The Parties shall share equally all expenses of filing, prosecuting and maintaining such Joint Patents in the Licensed Territory. [***] of filing, prosecuting and maintaining such Joint Patents outside the Licensed Territory. [***] of filing, prosecuting and maintaining the Joint Patents outside the Licensed Territory pursuant to this Section 7.4(iii), S▇▇▇ hereby grants Novan an exclusive, fully paid-up, royalty-free, non-transferable (except pursuant to Section 22.1) license, with the right to grant sublicenses through multiple tiers of sublicensees, under S▇▇▇’s interest in the Joint Patents for all purposes outside of those within the scope of the rights granted to Novan under Section 2.3, subject to the last sentence of this Section 7.4(iii). The Party that prosecutes a Joint Patent (the “Prosecuting Party”) in the Licensed Territory shall provide the other Party the opportunity to review and comment on any and all such prosecution efforts regarding the applicable Joint Patent in the Licensed Territory, provided that the Prosecuting Party shall have final control over such prosecution efforts after reasonably considering the other Party’s comments, if any. The Prosecuting Party for a Joint Patent in any jurisdiction shall provide the other Party with a copy of all material communications from any Patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such shorter time period that would permit Camurus patent authorities a reasonable opportunity amount of time in advance of submitting such filings or responses. In particular, each Party agrees to respond provide the other Party with all information necessary or desirable to enable the other Party to comply with any duty of candor and/or duty of disclosure requirements of any Patent authority. Notwithstanding anything to the contrary, the Prosecuting Party shall not take any action while prosecuting or maintaining the applicable Joint Patent that could reasonably be expected to have a materially detrimental effect on the other Party’s interest in such Joint Patent or any Novan Patent. Except to the extent a timely manner) Party is restricted by the licenses granted by such Party to the other Party under the terms of this Agreement, and/or the other covenants contained in this Agreement, each Party shall be entitled to practice, and grant licenses to Third Parties and Affiliates of such determination Third Parties to practice, the Joint Patents and Camurus all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall have consent and hereby consents, without additional consideration, to any and all such licenses. Notwithstanding the right and opportunity foregoing, if Novan grants a sublicense under the license granted to Prosecute such patent application on behalf of the Parties at Camurus’ sole cost and expense. Camurus shall provide Braeburn the same information and rights required above Novan pursuant to be provided Camurus concerning the Prosecution of such Patent Rightsthis Section 7.4(iii), then Section 2.3(vii) will apply.

Joint Patents. With respect to the Prosecution decision to initiate the drafting and filing of a new patent applications application claiming a Joint Inventions covered by Section 7.2(b) (“Invention, the Parties shall first exchange sufficient information identifying such Joint Patents”)Invention and discuss in good faith the relative merits of seeking patent rights thereto and, Braeburn upon the prior mutual agreement of the Parties to proceed, not unreasonably withheld, Alpharma shall have the 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. right to take such actions as are necessary or appropriate to Prosecute procure, prosecute and maintain patents and/or patent applications to such Joint Patents in Inventions (“Joint Patent Rights”) (including any issuance, reissuance or reexamination thereof and the Territory defense of any interference, revocation or opposition proceedings related thereto) at its Alpharma’s sole expenseCost and discretion, subject to the provisions of this Section 9.2(b); provided, that all such patent applications and patents Joint Patents shall be owned jointly. Braeburn Alpharma shall furnish Camurus Durect with copies of drafts of such Joint Patents and other related any substantive prosecution correspondence relating to such Joint Inventions to and from patent offices throughout the Territory and permit Camurus Durect to offer its comments thereon before Braeburn Alpharma makes a any submission or response to a patent office. Braeburn shall Alpharma will inform Camurus Durect of the countries in which it intends to file patent applicationsJoint Patents. Camurus Durect shall offer its comments promptly, including any request that the patents Joint Patents be filed in additional countries; provided, that Braeburn Alpharma shall determine the appropriate action after considering in good faith any comments or requests from Camurus; providedDurect, further, and further provided that in the event that delay would jeopardize any potential Patent Rightpatent right, Braeburn Alpharma shall have the right to proceed without awaiting Camurus’ Durect’s comments. If Braeburn Alpharma determines in its sole discretion not to Prosecute file, prosecute, defend or maintain any patent application within the Joint Patents Patent Rights (including failing to defend any interference, revocation or opposition proceedings) in any country in the Territory, and provided that no other patent applications or patents claiming the same or similar subject matter are then pending or issued in that same country, then Braeburn Alpharma shall provide Camurus Durect with [***] prior written notice (or such shorter time period that would permit Camurus Durect a reasonable opportunity to respond in a timely manner) of such determination determination, and Camurus Durect shall have the right and opportunity to Prosecute file, prosecute, defend and/or maintain such patent application Joint Patent Rights on behalf of the Parties at Camurus’ Durect’s sole cost and expense. Camurus shall provide Braeburn the same information and rights required above to be provided Camurus concerning the Prosecution of such Patent RightsCost.

Joint Patents. With respect to the Prosecution of patent applications claiming Joint Inventions covered by Section 7.2(b) (“Joint Patents”), Braeburn Galapagos shall have the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “first right and authority to prepare, file, prosecute (including any opposition in the European Patent Office but not including the defense of any Inter Partes Reviews, Post Grant Reviews, interferences, reissue proceedings, reexaminations and other post-grant proceedings originating in a patent office, which proceedings shall be treated as though an enforcement right subject to Section 9.3) and maintain the Joint Patents in any jurisdiction in the Territory using counsel of its choice. The Parties shall […***]”…] all Patent Costs incurred in connection with the foregoing activities for the Joint Patents. 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934Galapagos shall keep Gilead reasonably informed of all material matters relating to the preparation, AS AMENDED. right to take such actions as are necessary or appropriate to Prosecute filing, prosecution and maintenance of the Joint Patents in the Territory at its sole expense; provided, that all such patent applications and patents shall be owned jointly. Braeburn shall furnish Camurus Major Markets (including providing Gilead with copies of such Joint Patents all material correspondence with the applicable patent office from countries or corresponding authorities within the Major Markets) and other related correspondence relating to such Joint Inventions to and from patent offices throughout the Territory and permit Camurus to offer its comments thereon before Braeburn makes a submission to a patent office. Braeburn shall inform Camurus of the countries in which it intends to file patent applications. Camurus shall offer its comments promptly, including any request that the patents be filed in additional countries; provided, that Braeburn shall determine the appropriate action after considering reasonably consider in good faith any comments or requests from Camurus; provided, further, that in provided by Gilead with respect to such submissions. In the event that delay would jeopardize either Party elects not to continue sharing such Patent Costs for any potential Patent Rightwithin the Joint Patents, Braeburn such Party shall notify the other Party, and: (i) if such notifying Party is Galapagos, (A) Galapagos shall provide Gilead with at least […***…] days written notification thereof prior to any date of an action needed to maintain material rights in such Patent, (B) Gilead shall have the right, but not the obligation, to assume preparation, filing, prosecution and maintenance and all related Patent Costs of such Joint Patent by written notice to Galapagos not later than […***…] days following such written notification from Galapagos, and (C) if Gilead so assumes prosecution, then Galapagos shall promptly assign to Gilead all right title and interest therein; and (ii) if such notifying Party is Gilead (A) Galapagos shall have the right to proceed without awaiting Camurus’ comments. If Braeburn determines in its sole discretion not to Prosecute any patent application within the assume preparation, filing, prosecution and maintenance and all related Patent Costs of such Joint Patents in any country in the Territory, and provided that no other patent applications or patents claiming the same or similar subject matter are then pending or issued in that same country, then Braeburn shall provide Camurus with by written notice to Gilead not later than […***…] prior written notice days following such notification from Gilead, and (or such shorter time period that would permit Camurus a reasonable opportunity B) if Galapagos so assumes prosecution, then Gilead shall promptly assign to respond in a timely manner) of such determination Gilead all right title and Camurus shall have interest therein. * Confidential Information, indicated by […***…], has been omitted from this filing and filed separately with the right Securities and opportunity to Prosecute such patent application on behalf of the Parties at Camurus’ sole cost and expense. Camurus shall provide Braeburn the same information and rights required above to be provided Camurus concerning the Prosecution of such Patent RightsExchange Commission.

Joint Patents. With respect Subject to this Section 7.4(iii) and (a) unless otherwise agreed by the Prosecution of patent Parties Sato will prosecute and maintain any Patent applications claiming Covering a Joint Inventions covered by Section 7.2(b) Invention (any such Patent application and any Patents issuing therefrom, a “Joint PatentsPatent”), Braeburn ) in the Licensed Territory and (b) Novan shall have the 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. first right to take such actions as are necessary or appropriate to Prosecute Joint Patents in the Territory at its sole expense; provided, that all such patent applications prosecute and patents shall be owned jointly. Braeburn shall furnish Camurus with copies of such Joint Patents and other related correspondence relating to such Joint Inventions to and from patent offices throughout the Territory and permit Camurus to offer its comments thereon before Braeburn makes a submission to a patent office. Braeburn shall inform Camurus of the countries in which it intends to file patent applications. Camurus shall offer its comments promptly, including any request that the patents be filed in additional countries; provided, that Braeburn shall determine the appropriate action after considering in good faith any comments or requests from Camurus; provided, further, that in the event that delay would jeopardize any potential Patent Right, Braeburn shall have the right to proceed without awaiting Camurus’ comments. If Braeburn determines in its sole discretion not to Prosecute any patent application within maintain the Joint Patents in any country in outside the Licensed Territory, with Sato having a backup right to do so if Novan elects to cease such prosecution and provided that no other patent applications or patents claiming the same or similar subject matter are then pending or issued in that same country, then Braeburn shall provide Camurus with maintenance on [***] prior written notice to Sato. The Parties shall coordinate their efforts as appropriate to make such prosecution activities as efficient, convenient, and harmonious as possible. The Parties shall share equally all expenses of filing, prosecuting and maintaining such Joint Patents in the Licensed Territory. [***] of filing, prosecuting and maintaining such Joint Patents outside the Licensed Territory. [***] of filing, prosecuting and maintaining the Joint Patents outside the Licensed Territory pursuant to this Section 7.4(iii), Sato hereby grants Novan an exclusive, fully paid-up, royalty-free, non-transferable (except pursuant to Section 22.1) license, with the right to grant sublicenses through multiple tiers of sublicensees, under Sato’s interest in the Joint Patents for all purposes outside of those within the scope of the rights granted to Novan under Section 2.3, subject to the last sentence of this Section 7.4(iii). The Party that prosecutes a Joint Patent (the “Prosecuting Party”) in the Licensed Territory shall provide the other Party the opportunity to review and comment on any and all such prosecution efforts regarding the applicable Joint Patent in the Licensed Territory, provided that the Prosecuting Party shall have final control over such prosecution efforts after reasonably considering the other Party’s comments, if any. The Prosecuting Party for a Joint Patent in any jurisdiction shall provide the other Party with a copy of all material communications from any Patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by such Party, and shall provide drafts of any material filings or responses to be made to such shorter time period that would permit Camurus patent authorities a reasonable opportunity amount of time in advance of submitting such filings or responses. In particular, each Party agrees to respond provide the other Party with all information necessary or desirable to enable the other Party to comply with any duty of candor and/or duty of disclosure requirements of any Patent authority. Notwithstanding anything to the contrary, the Prosecuting Party shall not take any action while prosecuting or maintaining the applicable Joint Patent that could reasonably be expected to have a materially detrimental effect on the other Party’s interest in such Joint Patent or any Novan Patent. Except to the extent a timely manner) Party is restricted by the licenses granted by such Party to the other Party under the terms of this Agreement, and/or the other covenants contained in this Agreement, each Party shall be entitled to practice, and grant licenses to Third Parties and Affiliates of such determination Third Parties to practice, the Joint Patents and Camurus all Joint Inventions without restriction or an obligation to account to the other Party, and the other Party shall have consent and hereby consents, without additional consideration, to any and all such licenses. Notwithstanding the right and opportunity foregoing, if Novan grants a sublicense under the license granted to Prosecute such patent application on behalf of the Parties at Camurus’ sole cost and expense. Camurus shall provide Braeburn the same information and rights required above Novan pursuant to be provided Camurus concerning the Prosecution of such Patent Rightsthis Section 7.4(iii), then Section 2.3(vii) will apply.

Joint Patents. All inventions conceived or first reduced to practice as a result of activities performed pursuant to this Agreement shall be jointly owned by Genentech and Alkermes. In addition, the event that it is determined, in accordance with applicable law, that both: (i) employees or agents of Genentech or any other persons obliged to assign such invention to Genentech, and (ii) employees or agents of Alkermes or any other persons obliged to assign such invention to Alkermes, are joint inventors of an invention, the Parties shall jointly own patents, inventor's certificates and applications therefor covering such invention. With respect to any sole or joint inventions arising as a result of activities performed under this Agreement, Alkermes and Genentech shall require the Prosecution Alkermes and/or Genentech inventors to assign all such inventions to Genentech and Alkermes as joint owners; provided however, that within thirty (30) days of the termination of the Agreement for any of the reasons provided in Section 9 hereof, Alkermes and Genentech shall assign all issued and pending United States and foreign patents and applications covering inventions arising hereunder according to the following: (i) patent applications claiming Joint Inventions covered by Section 7.2(bor patents naming only Alkermes inventors shall be assigned to Alkermes, (ii) patent applications or patents naming only Genentech inventors shall be assigned to Genentech and (“Joint Patents”)iii) patent applications and patents naming both Alkermes and Genentech inventors shall remain jointly assigned to Alkermes and Genentech. With respect to any joint invention or jointly owned invention, Braeburn Genentech shall prosecute all such patents relating to Genentech Technology and Alkermes shall prosecute all such patents relating to the Alkermes Technology. The party having such obligation to prosecute will be referred to herein as the "Controlling Party". The Controlling Party shall have the 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934right (but not the obligation) to undertake such filings, AS AMENDED. right to take such actions as are necessary or appropriate to Prosecute Joint Patents in the Territory prosecutions and maintenance at its sole expense; provided, that all such patent applications and patents shall be owned jointly. Braeburn shall furnish Camurus with copies provided that: (a) the Controlling Party notifies the non-Controlling Party within one (1) month after the filing of such Joint Patents and other related correspondence relating to such Joint Inventions to and from patent offices throughout the Territory and permit Camurus to offer its comments thereon before Braeburn makes a submission to a patent office. Braeburn shall inform Camurus of the countries in which it intends to file patent applications. Camurus shall offer its comments promptly, including any request that the patents be filed in additional countries; provided, that Braeburn shall determine the appropriate action after considering in good faith any comments or requests from Camurus; provided, further, that in the event that delay would jeopardize any potential Patent Right, Braeburn shall have the right to proceed without awaiting Camurus’ comments. If Braeburn determines in its sole discretion not to Prosecute any patent application within by the Joint Patents in Controlling Party and (b) the Controlling Party provides the non-Controlling Party, a reasonable time prior to taking or failing to take any country in action that would substantially affect the Territory, and provided that no other scope or validity of rights under any patent applications or patents claiming (including but not limited to substantially narrowing or canceling any claim without reserving the same right to file a continuing or similar subject matter are then pending divisional application (which shall not be unreasonably delayed), abandoning any patent or issued in not filing or perfecting the filing of any patent application), with notice of such proposed action or inaction so that same country, then Braeburn shall provide Camurus with [***] prior written notice (or such shorter time period that would permit Camurus the non-Controlling Party has a reasonable opportunity to respond review and assume the prosecution or maintenance thereof. In the event that the Controlling Party fails to undertake the filing of a patent application (or continuing or divisional application) within ninety (90) days of being designated as the Controlling Party with respect to such patent application, the non-Controlling Party may undertake such filing, prosecution and maintenance at its sole expense. Notwithstanding the foregoing, the Parties shall assist each other to the maximum extent reasonable in securing intellectual property rights resulting from activities conducted hereunder. As to enforcement of jointly owned patents, including actions against an infringer, the Parties shall consult with each other in good faith as to the best manner in which to proceed. The Parties agree as a timely manner) basic principle that in the case of such determination actions against infringers, the expenses incurred and Camurus damages awarded shall have be for the right and opportunity to Prosecute such patent application on behalf account of the Party or Parties at Camurus’ sole cost and expense. Camurus shall provide Braeburn which take such actions to the same information and rights required above to be provided Camurus concerning the Prosecution extent of such Patent Rightstheir financial participation therein.

Joint Patents. With respect to the Prosecution decision to initiate the drafting and filing of a new patent applications application claiming a Joint Inventions covered by Section 7.2(b) (“Invention, the Parties shall first exchange sufficient information identifying such Joint Patents”)Invention and discuss in good faith the relative merits of seeking patent rights thereto and, Braeburn upon the prior mutual agreement of the Parties to proceed, not unreasonably withheld, Alpharma shall have the 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. right to take such actions as are necessary or appropriate to Prosecute procure, prosecute and maintain patents and/or patent applications to such Joint Patents in Inventions (“Joint Patent Rights”) (including any issuance, reissuance or reexamination thereof and the Territory defense of any interference, revocation or opposition proceedings related thereto) at its Alpharma’s sole expenseCost and discretion, subject to the provisions of this Section 9.2(b); provided, that all such patent applications and patents Joint Patents shall be owned jointly. Braeburn Alpharma shall furnish Camurus Durect with copies of drafts of such Joint Patents and other related any substantive prosecution correspondence relating to such Joint Inventions to and from patent offices throughout the Territory and permit Camurus Durect to offer its comments thereon before Braeburn Alpharma makes a any submission or response to a patent office. Braeburn shall Alpharma will inform Camurus Durect of the countries in which it intends to file patent applicationsJoint Patents. Camurus Durect shall offer its comments promptly, including any request that the patents Joint Patents be filed in additional countries; provided, that Braeburn Alpharma shall determine the appropriate action after considering in good faith any comments or requests from Camurus; providedDurect, further, and further provided that in the event that delay would jeopardize any potential Patent Rightpatent right, Braeburn Alpharma shall have the right to proceed without awaiting Camurus’ Durect’s comments. If Braeburn Alpharma determines in its sole discretion not to Prosecute file, prosecute, defend or maintain any patent application within the Joint Patents Patent Rights (including failing to defend any interference, revocation or opposition proceedings) in any country in the Territory, and provided that no other patent applications or patents claiming the same or similar subject matter are then pending or issued in that same country, then Braeburn Alpharma shall provide Camurus Durect with [*** * *] prior written notice (or such shorter time period that would permit Camurus Durect a reasonable opportunity to respond in a timely manner) of such determination determination, and Camurus Durect shall have the right and opportunity to Prosecute file, prosecute, defend and/or maintain such patent application Joint Patent Rights on behalf of the Parties at Camurus’ Durect’s sole cost Cost. Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidential treatment request. Omissions are designated as * * *. A complete version of this exhibit has been filed separately with the Securities and expense. Camurus shall provide Braeburn the same information and rights required above to be provided Camurus concerning the Prosecution of such Patent RightsExchange Commission.

Joint Patents. With respect (i) The Party to control the Prosecution prosecution and maintenance of patent applications claiming any Joint Inventions covered Patent that is neither directed to Aptamers or Assay Moiety shall be determined by the Joint IP Committee. (ii) As between the Parties, Illumina shall have the first right, at its option, to control the prosecution and maintenance of any (A) Joint Patents directed to Assay Moiety and (B) Joint Patents allocated to Illumina by the Joint IP Committee pursuant to Section 7.2(b9.4(d)(i) (such Joint Patents collectively, the “Illumina Joint Patents”), Braeburn in each case, in the Territory, by counsel selected by Illumina. Illumina shall have consult with SomaLogic as to the 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. right to take such actions as are necessary or appropriate to Prosecute prosecution and maintenance of the Illumina Joint Patents in the Territory at its sole expense; providedreasonably prior to any deadline or action with any patent office, that all such patent applications and patents shall be owned jointly. Braeburn shall furnish Camurus with to SomaLogic copies of all relevant drafts and documents reasonably in advance of such consultation, and shall consider in good faith SomaLogic’s reasonable comments thereon. Illumina shall keep SomaLogic reasonably informed of progress with regard to the prosecution and maintenance of the Illumina Joint Patents and other related correspondence shall provide to SomaLogic copies of all material patent office submissions within a reasonable amount of time following submission thereof by Illumina. All costs and expenses relating to such Joint Inventions to the prosecution and from patent offices throughout the Territory and permit Camurus to offer its comments thereon before Braeburn makes a submission to a patent office. Braeburn shall inform Camurus maintenance of the countries in which it intends to file patent applicationsIllumina Joint Patents shall be shared equally by the Parties. Camurus shall offer its comments promptly, including any request that the patents be filed in additional countries; provided, that Braeburn shall determine the appropriate action after considering in good faith any comments or requests from Camurus; provided, further, that in In the event that delay would jeopardize Illumina desires to abandon (except in instances of abandonment and re-filing in the context of continuation applications and divisional applications to maintain continuity of priority rights) or cease the prosecution or maintenance of any potential Illumina Joint Patent Right, Braeburn shall have the right to proceed without awaiting Camurus’ comments. If Braeburn determines in its sole discretion not to Prosecute any patent application within the Joint Patents in any country in the Territory, and provided that no other patent applications or patents claiming the same or similar subject matter are then pending or issued in that same country, then Braeburn Illumina shall provide Camurus with [reasonable prior written notice to SomaLogic of such intention to abandon (which notice shall, to the extent possible, be given no later than (***] ) prior to the next deadline for any action that must be taken with respect to any such Illumina Joint Patent in the relevant patent office). In such case, at SomaLogic’s sole discretion, upon written notice to Illumina, SomaLogic may elect to assume responsibility for prosecution and maintenance of such Illumina Joint Patent, at SomaLogic’s sole cost and expense and by counsel of its own choice. (iii) As between the Parties, SomaLogic shall have the first right, at its option, to control the prosecution and maintenance of any (A) Joint Patents directed to Aptamers and (B) Joint Patents allocated to SomaLogic by the Joint IP Committee pursuant to Section 9.4(d)(i) (such Joint Patents collectively, the “SomaLogic Joint Patents”), in each case, in the Territory, by counsel selected by SomaLogic. SomaLogic shall consult with Illumina as to the prosecution and maintenance of the SomaLogic Joint Patents reasonably prior to any deadline or action with any patent office, shall furnish to Illumina copies of all relevant drafts and documents reasonably in advance of such consultation, and shall consider in good faith Illumina’s reasonable comments thereon. SomaLogic shall keep Illumina reasonably informed of progress with regard to the prosecution and maintenance of the SomaLogic Joint Patents and shall provide to Illumina copies of all material patent office submissions within a reasonable amount of time following submission thereof by SomaLogic. All costs and expenses relating to the prosecution and maintenance of the SomaLogic Joint Patents shall be shared equally by the Parties. In the event that SomaLogic desires to abandon (except in instances of abandonment and re-filing in the context of continuation applications and divisional applications to maintain continuity of priority rights) or cease the prosecution or maintenance of any SomaLogic Joint Patent in any country in the Territory, SomaLogic shall provide reasonable prior written notice (or such shorter time period that would permit Camurus a reasonable opportunity to respond in a timely manner) Illumina of such determination 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 SomaLogic Joint Patent in the relevant patent office). In such case, at Illumina’s sole discretion, upon written notice to SomaLogic, Illumina may elect to assume responsibility for prosecution and Camurus shall have the right and opportunity to Prosecute maintenance of such patent application on behalf of the Parties SomaLogic Joint Patent, at Camurus’ Illumina’s sole cost and expense. Camurus shall provide Braeburn the same information expense and rights required above to be provided Camurus concerning the Prosecution by counsel of such Patent Rightsits own choice.

Joint Patents. With respect to the Prosecution of patent applications claiming Joint Inventions covered by Section 7.2(b) (“Joint Patents”), Braeburn shall have the 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. right to take such actions as are necessary or appropriate to Prosecute Joint Patents in the Territory at its sole expense; provided, that all such patent applications and patents shall be owned jointly. Braeburn shall furnish Camurus with copies of such Joint Patents and other related correspondence relating to such Joint Inventions to and from patent offices throughout the Territory and permit Camurus to offer its comments thereon before Braeburn makes a submission to a patent office. Braeburn shall inform Camurus of the countries in which it intends to file patent applications. Camurus shall offer its comments promptly, including any request that the patents be filed in additional countries; provided, that Braeburn shall determine the appropriate action after considering in good faith any comments or requests from Camurus; provided, further, that in the event that delay would jeopardize any potential Patent Right, Braeburn Aviron shall have the right to proceed without awaiting Camurus’ commentsfile applications for, and to determine which countries in which to file, prosecute and maintain any Joint Patents, worldwide, in the name of Aviron and Wyeth-Ayerst. If Braeburn Aviron will provide Wyeth-Ayerst with the opportunity to review and comment upon any material document pertaining to a Joint Patent that is to be filed with the patent office(s) in each filing jurisdiction reasonably in advance of the filing date of such document. The Parties shall equally share all expenses related to the filing, prosecution and maintenance of the Joint Patents, and Wyeth-Ayerst shall pay all invoices for such amounts within thirty (30) days of receipt of such invoice. At any time, Wyeth-Ayerst may give Aviron written notice that it will no longer share expenses related to any particular Joint Patents, whereupon Wyeth-Ayerst shall promptly assign its ownership interest in such Joint Patent to Aviron and Aviron's obligations under this Section 15.2(b) shall terminate. In the event of a disagreement between Aviron and Wyeth-Ayerst with respect to whether or in which countries to file a Joint Patent application, or the manner in which such application is prosecuted, or whether to abandon such application, Aviron shall consider in good faith all comments and issues raised by Wyeth-Ayerst, but shall have the final authority to make any such decisions. In the event Aviron determines in its sole discretion not to Prosecute any patent file a specific Joint Patent application within the Joint Patents in any country in the Territory, and provided that no other patent applications or patents claiming the same or similar subject matter are then pending or issued in that same country, then Braeburn shall provide Camurus with [***] prior written notice (or such shorter time period that would permit Camurus a reasonable opportunity to respond in a timely manner) of given jurisdiction, or to abandon such determination and Camurus an application or any Joint Patent, it will notify Wyeth-Ayerst in writing, whereupon Wyeth-Ayerst shall have the right to pursue such application or maintain such Joint Patent, at its own expense, and opportunity Aviron shall promptly assign its ownership interest therein to Prosecute such patent application on behalf of the Parties at Camurus’ sole cost and expense. Camurus shall provide Braeburn the same information and rights required above to be provided Camurus concerning the Prosecution of such Patent RightsWyeth-Ayerst.

Joint Patents. With respect to the Prosecution of patent applications claiming Joint Inventions covered by Except as otherwise provided in this Section 7.2(b) (“Joint Patents”10.3(c), Braeburn Licensee shall have the 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934primary right and authority to prepare, AS AMENDED. right to take such actions as are necessary or appropriate to Prosecute file, prosecute and maintain Joint Patents in the Territory on a worldwide basis at its sole expense; provided, own expense using outside counsel that all such is mutually acceptable to both Parties. The Parties shall confer and mutually agree to a filing strategy and Licensee shall provide Takeda a reasonable opportunity to review and comment on material communications from any patent applications and patents shall be owned jointly. Braeburn shall furnish Camurus with copies of such authority regarding the Joint Patents and other related correspondence relating drafts of any material filings or responses to be made to such Joint Inventions to patent authorities in advance of submitting such filings or responses. Licensee shall consider Takeda’s comments regarding such communications and from patent offices throughout the Territory and permit Camurus to offer its comments thereon before Braeburn makes a submission to a patent office. Braeburn shall inform Camurus of the countries in which it intends to file patent applications. Camurus shall offer its comments promptly, including any request that the patents be filed in additional countries; provided, that Braeburn shall determine the appropriate action after considering drafts in good faith any comments or requests from Camurus; providedfaith, further, that in the event that delay would jeopardize any potential Patent Right, Braeburn but Licensee shall have the right final decision-making authority with respect to proceed without awaiting Camurus’ commentssuch communications and drafts to the extent that the subject matter of the Joint Patents is necessary or useful to Exploit the Compound or any Product in the Field in the Territory, except that, during the Japan ▇▇▇ Period, Takeda shall have final decision-making authority in Japan with respect to such communications and drafts to the extent that the subject matter of the Joint Patents is necessary or useful to Exploit the Compound or any Product in the Field in Japan. If Braeburn Licensee determines in its sole discretion to abandon or not to Prosecute maintain any patent application within the Joint Patents in any country in the Territory, and provided that no other patent applications or patents claiming the same or similar subject matter are then pending or issued in that same countryPatent(s), then Braeburn Licensee shall provide Camurus Takeda with [***] prior written notice (or such shorter time period that would permit Camurus a reasonable opportunity to respond in a timely manner) of such determination within a period of time reasonably necessary (which notice from Licensee shall be given no later than sixty (60) days prior to any final deadline for any pending action or response that may be due with respect to such Joint Patent(s) with the applicable patent authority) to allow Takeda and Camurus Licensee to determine and mutually agree what to do with such Joint Patent(s) and, absent any such mutual agreement by Takeda and Licensee, to allow Takeda to determine its interest in assuming the primary right and authority to prosecute and maintain such Joint Patent(s). In the event that Takeda and Licensee do not agree in writing on a course of action with respect to such Joint Patent(s) and that Takeda provides written notice to Licensee expressing its interest to assume the primary right and authority to prosecute and maintain such Joint Patent(s), (i) Licensee and Takeda shall take all action necessary and execute and deliver all documents or instruments required to enable Takeda to assume the primary right and authority to prosecute and maintain such Joint Patent(s) and (ii) Takeda shall thereafter have the right and opportunity authority to Prosecute prosecute and maintain such patent application on behalf Joint Patents at its cost; provided, however, that Licensee shall reimburse Takeda for [ ]* of the Parties reasonable expenses actually incurred by Takeda in prosecuting and maintaining such Joint Patents promptly following Takeda’s presentation of invoices detailing such expenses if, but only if, such reasonable expenses are actually incurred by Takeda during any portion of the Term that such Joint Patent or Joint Patents in respect of which Takeda incurs such reasonable expenses Covered the Exploitation of the Compound or any Product and no Takeda Patent, Subject Licensee Patent or Joint Patent in respect of which Licensee is prosecuting and maintaining at Camurus’ Licensee’s sole cost and expenseexpense Covers the Exploitation of the Compound or any Product. Camurus If Licensee fails to make any reimbursement payment within thirty (30) days following Takeda’s presentation of invoices, then Licensee shall provide Braeburn free of charge assign and transfer to Takeda the same information ownership of, and rights required above interest in, such Joint Patent(s) in the applicable country, and Licensee shall cooperate with Takeda for the assignment and transfer to be provided Camurus concerning the Prosecution Takeda of such Patent RightsJoint Patent(s) in such country and all rights of Licensee in such Joint Patent(s) under this Agreement shall terminate. If Takeda assumes the primary right and authority to prosecute and maintain any Joint Patent(s) in accordance with this subsection (c), Takeda may determine in its sole discretion to abandon or not maintain any such Joint Patent(s).

Joint Patents. With respect to the Prosecution prosecution of patent applications claiming Joint Inventions covered by Section 7.2(b) (“Joint Patents”), Braeburn Enzon shall have the 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934right, AS AMENDED. right at its expense, to take such actions as are necessary or appropriate to Prosecute Joint Patents in the Territory at its sole expenseprocure, prosecute and maintain patents with respect thereto (including any interferences, oppositions, reissuance, and re-examinations); provided, that all such patent applications and patents shall be owned jointly. Braeburn Enzon shall furnish Camurus NatImmune with copies of such Joint Patents and other related material correspondence relating to such Joint Inventions to and from patent offices the U.S. Patent and Trademark Office and European Patent Office throughout the Enzon Territory and permit Camurus NatImmune to offer its comments thereon before Braeburn Enzon makes a submission to a such patent office. Braeburn shall Enzon will inform Camurus NatImmune of the countries in which it intends to file patent applicationsapplications for Joint Patents. Camurus NatImmune shall offer its comments promptly, including any request that the patents be filed in additional countries; provided, that Braeburn Enzon shall determine the appropriate action after considering in good faith any comments or requests from Camurus; provided, further, that in the event that delay would jeopardize any potential Patent Right, Braeburn shall have the right to proceed without awaiting Camurus’ commentsNatImmune. If Braeburn Enzon determines in its sole discretion not to Prosecute file, prosecute, defend or maintain any patent or patent application (including failing to defend any interference, revocation or opposition proceedings) within the Joint Patents in any country in the Territory, and provided that no other patent applications or patents claiming the same or similar subject matter are then pending or issued in that same country, then Braeburn Enzon shall provide Camurus NatImmune with [***] thirty (30) days prior written notice (or such shorter time period that would permit Camurus NatImmune a reasonable opportunity to respond in a timely manner) of such determination and Camurus NatImmune shall have the right and opportunity to Prosecute file, prosecute, defend and/or maintain such patent or patent application on behalf of the Parties in NatImmune’s name at Camurus’ NatImmune’s sole cost and expense. Camurus shall provide Braeburn , and, subject to the same information other terms of this Agreement, Enzon will thereafter have a non-exclusive, perpetual, royalty- free license under such patent or patent application in order to make, have made, develop, promote, use, import, offer for sale and rights required above sell Compounds and Products in the Enzon Territory and to be provided Camurus concerning make and have made Compounds and Products in the Prosecution of such Patent RightsNatImmune Territory for sale in the Enzon Territory.

Joint Patents. With respect to the Prosecution prosecution of patent applications claiming Joint Inventions covered by Section 7.2(b) (“Joint Patents”), Braeburn Enzon shall have the 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934right, AS AMENDED. right at its expense, to take such actions as are necessary or appropriate to Prosecute Joint Patents in the Territory at its sole expenseprocure, prosecute and maintain patents with respect thereto (including any interferences, oppositions, reissuance, and re-examinations); provided, that all such patent applications and patents shall be owned jointly. Braeburn Enzon shall furnish Camurus NatImmune with copies of such Joint Patents and other related material correspondence relating to such Joint Inventions to and from patent offices the U.S. Patent and Trademark Office and European Patent Office throughout the Enzon Territory and permit Camurus NatImmune to offer its comments thereon before Braeburn Enzon makes a submission to a such patent office. Braeburn shall Enzon will inform Camurus NatImmune of the countries in which it intends to file patent applicationsapplications for Joint Patents. Camurus NatImmune shall offer its comments promptly, including any request that the patents be filed in additional countries; provided, that Braeburn Enzon shall determine the appropriate action after considering in good faith any comments or requests from Camurus; provided, further, that in the event that delay would jeopardize any potential Patent Right, Braeburn shall have the right to proceed without awaiting Camurus’ commentsNatImmune. If Braeburn Enzon determines in its sole discretion not to Prosecute file, prosecute, defend or maintain any patent or patent application (including failing to defend any interference, revocation or opposition proceedings) within the Joint Patents in any country in the Territory, and provided that no other patent applications or patents claiming the same or similar subject matter are then pending or issued in that same country, then Braeburn Enzon shall provide Camurus NatImmune with [***] thirty (30) days prior written notice (or such shorter time period that would permit Camurus NatImmune a reasonable opportunity to respond in a timely manner) of such determination and Camurus NatImmune shall have the right and opportunity to Prosecute file, prosecute, defend and/or maintain such patent or patent application on behalf of the Parties in NatImmune’s name at Camurus’ NatImmune’s sole cost and expense. Camurus shall provide Braeburn , and, subject to the same information other terms of this Agreement, Enzon will thereafter have a non-exclusive, perpetual, royalty-free license under such patent or patent application in order to make, have made, develop, promote, use, import, offer for sale and rights required above sell Compounds and Products in the Enzon Territory and to be provided Camurus concerning make and have made Compounds and Products in the Prosecution of such Patent RightsNatImmune Territory for sale in the Enzon Territory.

Joint Patents. With respect to the Prosecution of patent applications claiming Joint Inventions covered by Section 7.2(b) (“Joint Patents”), Braeburn Galapagos shall have the CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “first right and authority to prepare, file, prosecute (including any opposition in the European Patent Office but not including the defense of any Inter Partes Reviews, Post Grant Reviews, interferences, reissue proceedings, reexaminations and other post-grant proceedings originating in a patent office, which proceedings shall be treated as though an enforcement right subject to Section 9.3) and maintain the Joint Patents in any jurisdiction in the Territory using counsel of its choice. The Parties shall […***]”…] all Patent Costs incurred in connection with the foregoing activities for the Joint Patents. 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934Galapagos shall keep Gilead reasonably informed of all material matters relating to the preparation, AS AMENDED. right to take such actions as are necessary or appropriate to Prosecute filing, prosecution and maintenance of the Joint Patents in the Territory at its sole expense; provided, that all such patent applications and patents shall be owned jointly. Braeburn shall furnish Camurus Major Markets (including providing Gilead with copies of such Joint Patents all material correspondence with the applicable patent office from countries or corresponding authorities within the Major Markets) and other related correspondence relating to such Joint Inventions to and from patent offices throughout the Territory and permit Camurus to offer its comments thereon before Braeburn makes a submission to a patent office. Braeburn shall inform Camurus of the countries in which it intends to file patent applications. Camurus shall offer its comments promptly, including any request that the patents be filed in additional countries; provided, that Braeburn shall determine the appropriate action after considering reasonably consider in good faith any comments or requests from Camurus; provided, further, that in provided by Gilead with respect to such submissions. In the event that delay would jeopardize either Party elects not to continue sharing such Patent Costs for any potential Patent Rightwithin the Joint Patents, Braeburn such Party shall notify the other Party, and: (i) if such notifying Party is Galapagos, (A) Galapagos shall provide Gilead with at least […***…] days written notification thereof prior to any date of an action needed to maintain material rights in such Patent, (B) Gilead shall have the right, but not the obligation, to assume preparation, filing, prosecution and maintenance and all related Patent Costs of such Joint Patent by written notice to Galapagos not later than […***…] days following such written notification from Galapagos, and (C) if Gilead so assumes prosecution, then Galapagos shall promptly assign to Gilead all right title and interest therein; and (ii) if such notifying Party is Gilead (A) Galapagos shall have the right to proceed without awaiting Camurus’ comments. If Braeburn determines in its sole discretion not to Prosecute any patent application within the assume preparation, filing, prosecution and maintenance and all related Patent Costs of such Joint Patents in any country in the Territory, and provided that no other patent applications or patents claiming the same or similar subject matter are then pending or issued in that same country, then Braeburn shall provide Camurus with by written notice to Gilead not later than […***…] prior written notice days following such notification from Gilead, and (or such shorter time period that would permit Camurus a reasonable opportunity B) if Galapagos so assumes prosecution, then Gilead shall promptly assign to respond in a timely manner) of such determination Gilead all right title and Camurus shall have the right and opportunity to Prosecute such patent application on behalf of the Parties at Camurus’ sole cost and expense. Camurus shall provide Braeburn the same information and rights required above to be provided Camurus concerning the Prosecution of such Patent Rightsinterest therein.

Joint Patents. With respect to the Prosecution of patent applications claiming Joint Inventions covered by Section 7.2(b) (“Joint Patents”), Braeburn shall have the 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. right to take such actions as are necessary or appropriate to Prosecute Joint Patents in the Territory at its sole expense; provided, that all such patent applications and patents shall be owned jointly. Braeburn shall furnish Camurus with copies of such Joint Patents and other related correspondence relating to such Joint Inventions to and from patent offices throughout the Territory and permit Camurus to offer its comments thereon before Braeburn makes a submission to a patent office. Braeburn shall inform Camurus of the countries in which it intends to file patent applications. Camurus shall offer its comments promptly, including any request that the patents be filed in additional countries; provided, that Braeburn shall determine the appropriate action after considering in good faith any comments or requests from Camurus; provided, further, that in the event that delay would jeopardize any potential Patent Right, Braeburn Aviron shall have the right to proceed without awaiting Camurus’ commentsfile applications for, and to determine which countries in which to file, prosecute and maintain any Joint Patents, worldwide, in the name of Aviron and Wyeth-Ayerst. If Braeburn Aviron will provide Wyeth-Ayerst with the opportunity to review and comment upon any material document pertaining to a Joint Patent that is to be filed with the patent office(s) in each filing jurisdiction reasonably in advance of the filing date of such document. The Parties shall equally share all expenses related to the filing, prosecution and maintenance of the Joint Patents, and Wyeth-Ayerst shall pay all invoices for such amounts within thirty (30) days of receipt of such invoice. At any time, Wyeth-Ayerst may give Aviron written notice that it will no longer share expenses related to any particular Joint Patents, whereupon Wyeth-Ayerst shall promptly assign its ownership interest in such Joint Patent to Aviron and Aviron's obligations under this Section 14.2(b) shall terminate. In the event of a disagreement between Aviron and Wyeth-Ayerst with respect to whether or in which countries to file a Joint Patent application, or the manner in which such application is prosecuted, or whether to abandon such application, Aviron shall consider in good faith all comments and issues raised by Wyeth-Ayerst, but shall have the final authority to make any such decisions. In the event Aviron determines in its sole discretion not to Prosecute any patent file a specific Joint Patent application within the Joint Patents in any country in the Territory, and provided that no other patent applications or patents claiming the same or similar subject matter are then pending or issued in that same country, then Braeburn shall provide Camurus with [***] prior written notice (or such shorter time period that would permit Camurus a reasonable opportunity to respond in a timely manner) of given jurisdiction, or to abandon such determination and Camurus an application or any Joint Patent, it will notify Wyeth-Ayerst in writing, whereupon Wyeth-Ayerst shall have the right to pursue such application or maintain such Joint Patent, at its own expense, and opportunity Aviron shall promptly assign its ownership interest therein to Prosecute such patent application on behalf of the Parties at Camurus’ sole cost and expense. Camurus shall provide Braeburn the same information and rights required above to be provided Camurus concerning the Prosecution of such Patent RightsWyeth-Ayerst.

Joint Patents. With respect to Unless the Prosecution of patent applications claiming Joint Inventions covered by Section 7.2(b) (“Joint Patents”)Parties otherwise mutually agree in writing, Braeburn Cubist shall have the 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 24B-2 PROMULGATED UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. first right to take such actions as are necessary or appropriate to Prosecute Joint Patents file, prosecute and maintain in the Territory at its sole expense; providedand outside the Territory, that upon appropriate consultation with Chiron, all such patent applications and patents shall be owned jointly. Braeburn shall furnish Camurus with copies of such Joint Patents and other related correspondence relating to such that claim any Joint Inventions to (any such patent application and from patent offices throughout the Territory and permit Camurus to offer its comments thereon before Braeburn makes any patents issuing therefrom a submission to a patent office. Braeburn shall inform Camurus of the countries in which it intends to file patent applications. Camurus shall offer its comments promptly"JOINT PATENT"), including any request that the patents be filed in additional countries; providedPROVIDED HOWEVER, that Braeburn shall determine the appropriate action after considering in good faith any comments or requests from Camurus; provided, further, that in the event that delay would jeopardize Cubist elects not to file any potential Patent Rightpatent application in the Territory or outside the Territory with respect to any Joint Invention, Braeburn Chiron shall have such right and upon exercise of such right, Chiron shall have the right to proceed without awaiting Camurus’ comments. If Braeburn determines prosecute and maintain in its sole discretion not to Prosecute any patent application within the Territory and outside the Territory, upon appropriate consultation with Cubist, the Joint Patents in any country in to which such Joint Invention relates. In each case, the Territory, and provided that no other patent applications or patents claiming filing Party (A) shall give the same or similar subject matter are then pending or issued in that same country, then Braeburn shall provide Camurus with [***] prior written notice (or such shorter time period that would permit Camurus non-filing Party a reasonable opportunity to respond in review the text of the application or submission before filing, (B) shall consult with the non-filing Party with respect thereto, (C) shall, prior to filing any application or submission, incorporate any reasonable comments that the non-filing Party shall make on a timely mannerbasis to such application or submission and (D) shall supply the non-filing Party with a copy of the application or submission as filed, together with notice of its filing date and serial number and all substantive prosecution. Each Party shall keep the other advised of the status of the actual and prospective patent filings described above in this Section 8.2(c) and, upon the request of the other, provide advance copies of any papers related to the filing, prosecution and maintenance of such determination and Camurus patent filings. Cubist shall have the right and opportunity promptly give notice to Prosecute such patent application on behalf Chiron of the Parties at Camurus’ grant, lapse, revocation, surrender, invalidation or abandonment in the Territory or outside the Territory of any Joint Patent being prosecuted by Cubist. Chiron shall promptly give notice to Cubist of the grant, lapse, revocation, surrender, invalidation or abandonment in the Territory or outside the Territory of any Joint Patent being prosecuted by Chiron. With respect to all filings hereunder, the filing Party shall be responsible for payment of all costs and expenses related to such filings (subject to partial reimbursement to the extent provided in the next sentence). Where the filing Party is Chiron, it shall be entitled to reimbursement from Cubist for [*] of the expenses and costs incurred by the filing Party in connection with the prosecution and maintenance of Joint Patents. Except to the extent either Party is restricted by the licenses granted to the other Party, and covenants contained herein, and to the extent permitted by law, each Party shall be entitled to practice and sublicense Joint Patents and Joint Know-How without restriction or an obligation to account to the other Party. Either Party may disclaim its interest in any particular Patent covering a Joint Invention, in which case (X) the disclaiming Party shall assign its ownership interest in such Patent to the other Party for no additional consideration, (Y) the Party which is then the sole cost and expense. Camurus owner shall provide Braeburn the same information and rights required above to be provided Camurus concerning the Prosecution solely responsible for all future costs of such Patent RightsPatent, and (Z) the disclaiming Party shall hold no further rights thereunder.