Common use of Joint Patents Clause in Contracts

Joint Patents. Subject to the oversight of the JPC, with respect to any potentially patentable Joint Invention, Licensee shall have the first right, but not the obligation, to prepare patent applications based on such Joint Invention, 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 Patent”). Each Party shall bear its own internal costs in respect of the filing prosecution of and maintenance Joint Patents by Licensee. Out-of-pocket costs incurred in respect of the filing, prosecution and maintenance of Joint Patents by Licensee shall be borne by Licensee. Licensee shall provide Company reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and Company shall provide Licensee reasonable assistance in such efforts. Licensee shall provide Company with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by Licensee, 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 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 Licensee declines to file, or if Licensee 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 Licensee shall provide Company written notice of such determination at least *** before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide Company with the opportunity to prepare, file, prosecute and maintain such Joint Patent, at Company’s sole cost; and (ii) Licensee shall, if requested in writing by Company, assign its ownership interest in such Joint Patent in such country or jurisdiction to Company 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 Licensee). If such assignment is effected (or if it is not effected because of a terminal disclaimer), any such Joint Patent shall thereafter be excluded from the license granted by Company under Section 2.1.

Joint Patents. Subject to the oversight of the JPC, with With respect to any potentially patentable Joint Invention, Licensee the Parties shall have the first rightconfer and agree upon which Party, but not the obligationif any, to prepare patent applications based on such Joint Inventionshall prepare, to file and file, prosecute (including any oppositions, interferences, reissue proceedings, reexaminations and post-grant other administrational proceedings) and maintain patent applications covering such patent applications, and to maintain any patents issuing therefrom Joint Invention (any such patent application and patents, any patents issuing therefrom a “Joint Patent”)) in any jurisdictions throughout the Territory, at [ * ] expense. Each Party shall bear its own internal costs in respect It is the intention of the filing prosecution of Parties that, unless otherwise agreed in writing, [ * ] would prepare, file, prosecute and maintenance maintain any Joint Patents by Licenseein the Territory. Out-of-pocket costs incurred The Party that prosecutes a patent application in respect of the filing, prosecution and maintenance of Joint Patents by Licensee shall be borne by Licensee. Licensee (the “Prosecuting Party”) shall provide Company the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such the applicable Joint PatentPatents in the particular jurisdictions, and Company such other Party shall provide Licensee the Prosecuting Party reasonable assistance in such efforts. Licensee The Prosecuting Party shall provide Company 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 Licenseesuch Party, and shall provide drafts of any material filings or material responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. Each In particular, each Party 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 Licensee declines to file, or if Licensee subsequent to filing determines Should [ * ] determine that it is will no longer interested in supporting support the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction: (i) then Licensee , [ * ] shall provide Company [ * ] with written notice of such determination at least **[ * ] ([ * ]) days before any deadline for taking action to avoid abandonment (or other loss of rights) and such Joint Patent. [ * ] shall provide Company with have the opportunity right, but not obligation, to prepare, file, prosecute and maintain such Joint PatentPatent in the applicable jurisdiction. If [ * ] decides to exercise such right, at Company’s sole cost; and then: (iii) Licensee [ * ] shall, if requested in writing by Company[ * ], assign its ownership interest in such Joint Patent in such country or jurisdiction to Company [ * ] for no additional consideration consideration, and (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 Licensee). If ii) if such assignment is effected (or if it is not effected because of a terminal disclaimer)effected, any such Joint Patent shall would thereafter be excluded from deemed a [ * ] Patent in the license granted by Company under Section 2.1.case of assignment to [ * ] and Section

Joint Patents. Subject to the oversight of the JPC, with With respect to any potentially patentable Joint Invention, Licensee Astellas shall have the first right, but not the obligation, to prepare patent applications based on such Joint Invention, to file and prosecute (including the defense of any oppositions, interferences, reissue proceedings, reexaminations and other post-grant proceedingsproceedings originating in a patent office) and maintain such patent applications, and to maintain any patents Patents issuing therefrom (any such patent application and patentsPatents, a “Joint Patent”), in any jurisdictions throughout the Territory. Each If Astellas determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then Astellas shall provide Medivation 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 Medivation with the opportunity to prepare, file, prosecute and maintain such Joint Patent. The Party shall bear its own internal costs in respect of the filing prosecution of and maintenance Joint Patents by Licensee. Out-of-pocket costs incurred in respect of the that is responsible for preparing, filing, prosecution prosecuting, and maintenance of maintaining a particular Joint Patents by Licensee shall be borne by Licensee. Licensee Patent (the “Prosecuting Party”) shall provide Company the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and Company such other Party shall provide Licensee the Prosecuting Party reasonable assistance in such efforts. Licensee The Prosecuting Party shall provide Company 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 Licenseesuch Party, and shall provide drafts of any material filings or material responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. Each In particular, each Party 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 Licensee declines to file, or if Licensee subsequent to filing determines Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) then Licensee shall provide Company written notice of such determination at least *** before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide Company with the opportunity to prepare, file, prosecute and maintain such Joint Patent, at Company’s sole cost; and (ii) Licensee disclaiming Party shall, if requested in writing by Companythe other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to Company the other Party for no additional consideration consideration; and (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 Licensee). If ii) if such assignment is effected (or if it is not effected because of a terminal disclaimer)effected, any such Joint Patent would thereafter be deemed a Medivation Patent in the case of assignment to Medivation, or an Astellas Patent in the case of assignment to Astellas; provided, however, that the disclaiming party and any Affiliate thereof would have an immunity from suit under such Medivation Patent or Astellas Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a Medivation Patent pursuant to the preceding sentence shall thereafter be excluded from the license granted to API in Section 8.1 but claims therein shall continue to be eligible to be included in the definition of a Valid Claim for purposes of Section 9.6 in accordance with the terms and conditions of such definition. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents shall be borne (i) [*] by Company under Section 2.1Astellas and [*] by Medivation in the [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Shared Territory and (ii) [*] by Astellas and [*] by Medivation in the Licensed Territory. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or credit.

Joint Patents. Subject to the oversight of the JPC, with With respect to any potentially patentable Joint Invention, Licensee AstraZeneca shall have the first right, but not the obligation, to prepare patent applications based on such Joint Invention, to file and prosecute (including defense of any oppositions, interferences, reissue proceedings, reexaminations proceedings and post-grant proceedingsreexaminations) such patent applications, and to maintain any patents issuing therefrom Joint Patents in any jurisdictions throughout the Territory. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen Cayman written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen Cayman with the opportunity to prepare, file, prosecute and maintain such patent application and patents, a “Joint Patent”). Each The Party shall bear its own internal costs in respect of the filing prosecution of and maintenance Joint Patents by Licensee. Out-of-pocket costs incurred in respect of the that is responsible for preparing, filing, prosecution prosecuting, and maintenance of maintaining a particular Joint Patents by Licensee shall be borne by Licensee. Licensee Patent (the “Prosecuting Party”) shall provide Company the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and Company such other Party shall provide Licensee the Prosecuting Party reasonable assistance in such efforts. Licensee The Prosecuting Party shall provide Company 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 Licenseesuch Party, and shall provide drafts of any material filings or material responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. Each In particular, each Party 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 Licensee declines to file, or if Licensee subsequent to filing determines Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) then Licensee shall provide Company written notice of such determination at least *** before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide Company with the opportunity to prepare, file, prosecute and maintain such Joint Patent, at Company’s sole cost; and (ii) Licensee disclaiming Party shall, if requested in writing by Companythe other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to Company the other Party for no additional consideration consideration; and (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 Licensee). If ii) if such assignment is effected (or if it is not effected because of a terminal disclaimer)effected, any such Joint Patent would thereafter be deemed a FibroGen China Patent in the case of assignment to FibroGen Cayman, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen China Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen China Patent pursuant to the preceding sentence shall thereafter be excluded from the license granted to AstraZeneca in Section 7.1. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents in the Territory shall be borne equally by Company under Section 2.1AstraZeneca and FibroGen Cayman. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or credit.

Joint Patents. Subject to the oversight of the JPC, with With respect to any potentially patentable Joint Invention, Licensee shall have the first right, but not the obligation, to prepare patent applications based on such Joint Invention, to file and prosecute (including any oppositions, interferences, reissue proceedings, reexaminations and post-grant proceedings) such patent applications, and to maintain any patents Patents issuing therefrom (any such patent application and patentsPatent, a “Joint Patent”). Each Party shall bear its own internal costs in respect of the filing prosecution of and maintenance Joint Patents by Licensee. Out-of-pocket costs incurred in respect of the filing, prosecution and maintenance of Joint Patents by Licensee shall be borne by Licensee. Licensee shall provide Company with a reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and Company shall provide Licensee reasonable assistance in such efforts. Licensee shall provide Company with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by Licensee, 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 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 Licensee declines to file, or if Licensee 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 Licensee shall provide Company written notice of such determination at least [*** *] calendar days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide Company with the opportunity to prepare, file, prosecute and maintain such Joint Patent, at Company’s sole cost; and (ii) Licensee shall, if requested in writing by Company, assign its ownership interest in such Joint Patent in such country or jurisdiction to Company for no additional consideration (except in the case of a U.S. patent or patent application Patent that is tied by a terminal disclaimer to another patent right owned by the Licensee). If such assignment is effected (or if it is not effected because of a terminal disclaimer), any such Joint Patent shall thereafter be excluded from the license granted by Company under Section 2.1. The prosecuting Party shall bear its own internal costs and out-of-pocket costs (including external patent attorney fees) incurred by such Party in respect of the filing, prosecution and maintenance of Joint Patents.

Joint Patents. Subject to the oversight of the JPC, with respect to any potentially patentable Joint Invention, Licensee shall have the first right, but not the obligation, to prepare patent applications based on such Joint Invention, 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 Patent”). Each Party shall bear its own internal costs in respect of the filing prosecution of and maintenance Joint Patents by Licensee. Out-of-pocket costs incurred in respect of the filing, prosecution and maintenance of Joint Patents by Licensee shall be borne by Licensee. Licensee shall provide Company reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and Company shall provide Licensee reasonable assistance in such efforts. Licensee shall provide Company with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by Licensee, 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 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 Licensee declines to file, or if Licensee 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 Licensee shall provide Company written notice of such determination at least **[ * ] before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide Company with the opportunity to prepare, file, prosecute and maintain such Joint Patent, at Company’s sole cost; and (ii) Licensee shall, if requested in writing by Company, assign its ownership interest in such Joint Patent in such country or jurisdiction to Company 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 Licensee). If such assignment is effected (or if it is not effected because of a terminal disclaimer), any such Joint Patent shall thereafter be excluded from the license granted by Company under Section 2.1.

Joint Patents. Subject to the oversight of the JPC, with With respect to any potentially patentable Joint Invention, Licensee Astellas shall have the first right, but not the obligation, to prepare patent applications based on such Joint Invention, to file and prosecute (including the defense of any oppositions, interferences, reissue proceedings, reexaminations and other post-grant proceedingsproceedings originating in a patent office) and maintain such patent applications, and to maintain any patents Patents issuing therefrom (any such patent application and patentsPatents, a “Joint Patent”), in any jurisdictions throughout the Territory. Each If Astellas determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then Astellas shall provide Medivation 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 Medivation with the opportunity to prepare, file, prosecute and maintain such Joint Patent. The Party shall bear its own internal costs in respect of the filing prosecution of and maintenance Joint Patents by Licensee. Out-of-pocket costs incurred in respect of the that is responsible for preparing, filing, prosecution prosecuting, and maintenance of maintaining a particular Joint Patents by Licensee shall be borne by Licensee. Licensee Patent (the “Prosecuting Party”) shall provide Company the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and Company such other Party shall provide Licensee the Prosecuting Party reasonable assistance in such efforts. Licensee The Prosecuting Party shall provide Company 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 Licenseesuch Party, and shall provide drafts of any material filings or material responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. Each In particular, each Party 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 Licensee declines to file, or if Licensee subsequent to filing determines Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) then Licensee shall provide Company written notice of such determination at least *** before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide Company with the opportunity to prepare, file, prosecute and maintain such Joint Patent, at Company’s sole cost; and (ii) Licensee disclaiming Party shall, if requested in writing by Companythe other Party, assign its ownership interest in such Joint Patent in [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the securities and exchange commission pursuant to rule 24b-2 of the securities exchange act of 1934, as amended. such country or jurisdiction to Company the other Party for no additional consideration consideration; and (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 Licensee). If ii) if such assignment is effected (or if it is not effected because of a terminal disclaimer)effected, any such Joint Patent would thereafter be deemed a Medivation Patent in the case of assignment to Medivation, or an Astellas Patent in the case of assignment to Astellas; provided, however, that the disclaiming party and any Affiliate thereof would have an immunity from suit under such Medivation Patent or Astellas Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a Medivation Patent pursuant to the preceding sentence shall thereafter be excluded from the license granted to API in Section 8.1 but claims therein shall continue to be eligible to be included in the definition of a Valid Claim for purposes of Section 9.6 in accordance with the terms and conditions of such definition. Each Party shall bear its own internal costs in respect of the prosecution of Joint Patents. Out-of-pocket costs incurred in respect of the prosecution and maintenance of Joint Patents shall be borne (i) [*] by Company under Section 2.1Astellas and [*] by Medivation in the Shared Territory and (ii) [*] by Astellas and [*] by Medivation in the Licensed Territory. In the event a Party elects to disclaim its interest in a Joint Patent, the costs incurred with respect to such Patent after the date of such disclaimer shall thereafter be borne exclusively by the other Party, without reimbursement or credit.

Joint Patents. Subject to the oversight of the JPC, with respect to any potentially patentable Joint Invention, Licensee shall have the first right, but not the obligation, to prepare patent applications based on such Joint Invention, 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 Patent”). Each Party shall bear its own internal costs in respect of the filing prosecution of and maintenance Joint Patents by Licensee. Out-of-pocket costs incurred in respect of the filing, prosecution and maintenance of Joint Patents by Licensee shall be borne by Licensee. Licensee shall provide Company reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and Company shall provide Licensee reasonable assistance in such efforts. Licensee shall provide Company with a copy of all material communications from any patent authority in the applicable jurisdictions regarding the Joint Patent being prosecuted by Licensee, 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 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 Licensee declines to file, or if Licensee 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 Licensee shall provide Company written notice of such determination at least [*** ] before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide Company with the opportunity to prepare, file, prosecute and maintain such Joint Patent, at Company’s sole cost; and (ii) Licensee shall, if requested in writing by Company, assign its ownership interest in such Joint Patent in such country or jurisdiction to Company 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 Licensee). If such assignment is effected (or if it is not effected because of a terminal disclaimer), any such Joint Patent shall thereafter be excluded from the license granted by Company under Section 2.1.

Joint Patents. Subject to the oversight of the JPC, with With respect to any potentially patentable Joint Invention, Licensee AstraZeneca shall have the first right, but not the obligation, to prepare patent applications based on such Joint Invention, to file and prosecute (including defense of any oppositions, interferences, reissue proceedings, reexaminations proceedings and post-grant proceedingsreexaminations) such patent applications, and to maintain any patents issuing therefrom Joint Patents in any jurisdictions throughout the Territory. If AstraZeneca determines in its sole discretion to abandon, cease prosecution or otherwise not file or maintain any Joint Patent anywhere in the Territory, then AstraZeneca shall provide FibroGen Cayman written notice of such determination at least thirty (30) days before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide FibroGen Cayman with the opportunity to prepare, file, prosecute and maintain such patent application and patents, a “Joint Patent”). Each The Party shall bear its own internal costs in respect of the filing prosecution of and maintenance Joint Patents by Licensee. Out-of-pocket costs incurred in respect of the that is responsible for preparing, filing, prosecution prosecuting, and maintenance of maintaining a particular Joint Patents by Licensee shall be borne by Licensee. Licensee Patent (the “Prosecuting Party”) shall provide Company the other Party reasonable opportunity to review and comment on such prosecution efforts regarding such Joint Patent, and Company such other Party shall provide Licensee the Prosecuting Party reasonable assistance in such efforts. Licensee The Prosecuting Party shall provide Company 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 Licenseesuch Party, and shall provide drafts of any material filings or material responses to be made to such patent authorities a reasonable amount of time in advance of submitting such filings or responses. Each In particular, each Party 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 Licensee declines to file, or if Licensee subsequent to filing determines Either Party may determine that it is no longer interested in supporting the continued prosecution or maintenance of a particular Joint Patent in a country or jurisdiction, in which case: (i) then Licensee shall provide Company written notice of such determination at least *** before any deadline for taking action to avoid abandonment (or other loss of rights) and shall provide Company with the opportunity to prepare, file, prosecute and maintain such Joint Patent, at Company’s sole cost; and (ii) Licensee disclaiming Party shall, if requested in writing by Companythe other Party, assign its ownership interest in such Joint Patent in such country or jurisdiction to Company the other Party for no additional consideration consideration; and (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 Licensee). If ii) if such assignment is effected (or if it is not effected because of a terminal disclaimer)effected, any such Joint Patent would thereafter be deemed a FibroGen China Patent in the case of assignment to FibroGen Cayman, or a AstraZeneca Patent in the case of assignment to AstraZeneca; provided, however, that the disclaiming party would have an immunity from suit under such FibroGen China Patent or AstraZeneca Patent, as the case may be, in the applicable country or jurisdiction. In addition, any Joint Patent that becomes a FibroGen China Patent pursuant to the preceding sentence shall thereafter be excluded from the license granted by Company under Section 2.1.to AstraZeneca in