Common use of Patent Filing Prosecution and Maintenance Clause in Contracts

Patent Filing Prosecution and Maintenance. ▇▇▇▇▇▇▇▇▇ shall have sole decision-making authority for all actions relating to ▇▇▇▇▇▇▇▇▇ Patents and Patents invented pursuant to activities conducted under this Agreement; provided that Lilly shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly (such Patents, the “Lilly Patents”). The intellectual property subcommittee of the JSC shall have sole decision-making authority for all actions relating to Patents jointly owned by ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ pursuant to activities conducted under this Agreement (such Patents, the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicable), patent term extension, abandonment, maintenance and enforcement, all of which will be conducted at ▇▇▇▇▇▇▇▇▇’▇ sole expense. ▇▇▇▇▇▇▇▇▇ shall establish an overall strategy for the filing, prosecution and maintenance of ▇▇▇▇▇▇▇▇▇ Patents. Lilly shall establish an overall strategy for the filing, prosecution and maintenance of Lilly Patents. The intellectual property subcommittee shall establish an overall strategy for the filing, prosecution and maintenance of Jointly Owned Patents. The primary objective of such strategy shall be to provide patent exclusivity for the Products and uses thereof in the Territory. ▇▇▇▇▇▇▇▇▇ shall keep the JSC and Lilly informed of the status of all actions taken in the Territory with respect to ▇▇▇▇▇▇▇▇▇ Patents. Lilly shall keep the JSC and ▇▇▇▇▇▇▇▇▇ informed of the status of all actions taken in the Territory with respect to Lilly Patents. The intellectual property subcommittee of the JSC shall keep ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ informed of the status of all actions taken in the Territory with respect to Jointly Owned Patents. In particular, the informing entity shall (a) regularly and promptly provide the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning ▇▇▇▇▇▇▇▇▇ Patents, Lilly Patents and any Jointly Owned Patents as applicable, in sufficient time to allow for review and comment by the informed entities; and (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the informed entity and its patent counsel shall be taken into consideration in good faith by the informing entity and its patent counsel.

Patent Filing Prosecution and Maintenance. ▇▇▇▇▇▇▇▇▇ (a) MoliChem shall have sole decision-making authority the first right, but not the obligation, to file applications for all actions relating to ▇▇▇▇▇▇▇▇▇ the Development Patents and to prosecute and maintain such Development Patents invented in such countries as selected by the Development Committee or the Commercialization Committee, as the case may be, at InterMoli's expense. MoliChem shall reasonably consider any recommendations provided by InterMune regarding the filing and/or prosecution of such Development Patents, but the final decision as to the filing and/or prosecution matters shall rest with MoliChem. (b) In the event that InterMune desires that MoliChem file and prosecute a patent application claiming a particular invention in the Development Technology, and MoliChem does not file such a patent application within one hundred twenty (120) days of such request, or decides to abandon prosecution of such a filed application, then InterMune may thereafter file, prosecute and/or maintain the Patent(s) claiming such particular inventions, at InterMune's expense. In such event, MoliChem shall cooperate reasonably with InterMune in such efforts. (c) In the event that pursuant to activities conducted under the terms of Section 11, MoliChem's rights in any of the Development Patents are subject to an exclusive license to InterMune, even as to MoliChem, MoliChem's rights to control the prosecution of such Development Patents shall be as set forth in Sections 7.2(a) and 7.2(b) of this Agreement; provided that Lilly however, all expenses related to such prosecution shall be solely the responsibility of InterMune, and InterMune will promptly reimburse MoliChem for any such expenses. InterMune shall have sole decision-making authority for the right to review and comment on all actions relating aspects of such prosecution and to direct the prosecution of such Development Patents invented pursuant in the event MoliChem is no longer or able or willing to activities conducted under this Agreement invented solely by Lilly inventors or agents continue with the prosecution of Lilly (such Patents, the “Lilly Patents”). The intellectual property subcommittee any of the JSC shall have sole decision-making authority for all actions relating to Patents jointly owned by ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ pursuant to activities conducted under this Agreement (such Patents, the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicable), patent term extension, abandonment, maintenance and enforcement, all of which will be conducted at ▇▇▇▇▇▇▇▇▇’▇ sole expense. ▇▇▇▇▇▇▇▇▇ shall establish an overall strategy for the filing, prosecution and maintenance of ▇▇▇▇▇▇▇▇▇ Development Patents. Lilly shall establish an overall strategy for Notwithstanding the filingforegoing, prosecution and maintenance of Lilly Patents. The intellectual property subcommittee shall establish an overall strategy for the filing, prosecution and maintenance of Jointly Owned Patents. The primary objective of such strategy shall be to provide patent exclusivity for the Products and uses thereof in the Territory. ▇▇▇▇▇▇▇▇▇ shall keep the JSC and Lilly informed of the status of all actions event MoliChem has taken in the Territory any action with respect to ▇▇▇▇▇▇▇▇▇ Patents. Lilly shall keep the JSC and ▇▇▇▇▇▇▇▇▇ informed prosecution of the status Development Patents subject to an exclusive license in accordance with the terms of all actions this Section, or MoliChem has taken in the Territory any action with respect to Lilly Patents. The intellectual property subcommittee the prosecution of the JSC shall keep ▇▇▇▇▇▇▇▇▇ Development Patents, subject to such exclusive license that materially jeopardizes the commercialization of such exclusively licensed Product, and ▇▇▇▇▇ informed InterMune can produce evidence that such MoliChem actions have materially jeopardized the commercialization of such exclusively licensed Product, and MoliChem has failed to cure such action within ninety (90) days after receiving notice from InterMune that such actions have materially jeopardized the commercialization of the status of all actions taken in the Territory with respect to Jointly Owned Patents. In particular, the informing entity shall (a) regularly and promptly provide the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning ▇▇▇▇▇▇▇▇▇ Patents, Lilly Patents and any Jointly Owned Patents as applicable, in sufficient time to allow for review and comment by the informed entities; and (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its patent counsel regarding the filing and contents of any such application, amendment, submission or responseProduct, and the advice and suggestions all of the informed entity and its patent counsel claims pending in such Patent or Patent application relate solely to the exclusively licensed Product, then all rights to control the prosecution of the Development Patents subject to such exclusive license shall thereafter be taken into consideration in good faith directed by the informing entity and its patent counselInterMune; provided however, this provision shall not invoke any transfer of ownership of such Development Patents.

Patent Filing Prosecution and Maintenance. ▇▇▇▇▇▇▇▇▇ shall have sole decision-making authority for all actions relating to ▇▇▇▇▇▇▇▇▇ Patents and Patents invented pursuant to activities conducted under this Agreement; provided that (a) Lilly shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly Licensed Products (such Patents, the “Lilly Patents”). The intellectual property subcommittee of the JSC shall have sole decisionincluding Transition Patents and Patents jointly-making authority for all actions relating to Patents jointly owned by ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ pursuant to activities conducted under this Agreement (such Patents, the Parties “Jointly Owned Patents”). Such , which actions include Patent Prosecution, defense, listing in regulatory publications (such as applicablethe FDA Orange Book and any foreign equivalent), patent term extension, abandonment, maintenance and enforcement, all of which will be conducted at ▇▇▇▇▇▇▇▇▇’▇ Lilly’s sole expense. ▇▇▇▇▇▇▇▇▇ shall establish an overall strategy for expense commencing on the filing, prosecution and maintenance Effective Date of ▇▇▇▇▇▇▇▇▇ Patentsthis Agreement. Lilly shall establish an overall strategy for the filing, prosecution and maintenance of Lilly Patents. The intellectual property subcommittee shall establish an overall strategy for the filing, prosecution Transition Patents and maintenance of “Jointly Owned Patents”. The primary objective of such strategy shall be to provide patent exclusivity for the Licensed Products and uses thereof in the Territorymajor pharmaceutical markets. ▇▇▇▇▇▇▇▇▇ Other elements of such strategy, if any, shall be subservient to this primary objective. Lilly shall keep the JSC JDC and Lilly Transition informed of the status of all actions taken in the Territory with respect to ▇▇▇▇▇▇▇▇▇ Patents. Lilly shall keep the JSC and ▇▇▇▇▇▇▇▇▇ informed of the status of all actions taken in the Territory with respect to Lilly Patents. The intellectual property subcommittee of the JSC shall keep ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ informed of the status of all actions taken in the Territory with respect to Jointly Owned Patents. In particular, the informing entity Lilly shall (a) regularly and promptly provide the informed entities Transition with copies of all prospective patent applications and patent applications filed hereunder for Jointly Owned Patents and other material submissions and correspondence with government agencies concerning ▇▇▇▇▇▇▇▇▇ Patents, Lilly Transition Patents and any Jointly Owned Patents as applicablePatents, in sufficient time to allow for review and comment by the informed entitiesTransition; and (b) provide the informed entities Transition and their its patent counsels counsel with an opportunity to consult with the informing entity Lilly and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the informed entity Transition and its patent counsel shall be taken into consideration in good faith by the informing entity Lilly and its patent counsel. (b) Before taking, or causing a counsel controlling Patent Prosecution pursuant to a Third Party Agreement to take, any material step in the Patent Prosecution of Transition Patents, Transition and its counsel shall allow Lilly a reasonable opportunity to comment on the action proposed to be taken, and agrees to incorporate in such filings all reasonable comments of Lilly. Notwithstanding anything to the contrary in this Article 13.2, Transition shall not abandon, waive or otherwise alter any rights to any Transition Patent received under a Third Party Agreement without the written consent of Lilly.

Patent Filing Prosecution and Maintenance. ▇▇▇▇▇▇▇▇▇ (a) Reasonably promptly after the Effective Date the Joint Development Committee, in consultation with the Parties' respective patent counsel, shall have sole decision-making authority for all actions relating agree upon a patent filing policy with respect to ▇▇▇▇▇▇▇▇▇ Patents Collaboration Compounds and Patents invented pursuant Covered Products. In addition, from time to activities conducted under this Agreement; provided that Lilly shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly (such Patentstime, the “Lilly Patents”). The intellectual property subcommittee of the JSC Joint Development Committee shall have sole decisiondetermine, in accordance with such policy, whether and in what jurisdictions patent applications should be filed with respect to any Know-making authority for all actions relating to Patents jointly owned by ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ pursuant to activities conducted under this Agreement (such Patents, the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicable), patent term extension, abandonment, maintenance and enforcement, all of which will be conducted at ▇▇▇▇▇▇▇▇▇’▇ sole expense. ▇▇▇▇▇▇▇▇▇ shall establish an overall strategy for the filing, prosecution and maintenance of ▇▇▇▇▇▇▇▇▇ Patents. Lilly shall establish an overall strategy for the filing, prosecution and maintenance of Lilly Patents. The intellectual property subcommittee shall establish an overall strategy for the filing, prosecution and maintenance of Jointly Owned Patents. The primary objective of such strategy shall be to provide patent exclusivity for the Products and uses thereof How or Inventions included in the TerritoryOXiGENE Licensed Technology, OXiGENE Collaboration Technology, BMS Collaboration Technology and Joint Collaboration Technology. (b) Following a determination by the Joint Development Committee that a patent application should be filed with respect to any Know-How or Inventions included in the OXiGENE Licensed Technology or OXiGENE Collaboration Technology, OXiGENE, through outside patent counsel (including, without limitation, foreign patent counsel and agents) reasonably acceptable to BMS, shall promptly file a patent application with respect thereto in the jurisdiction(s) selected by the Joint Development Committee, and thereafter OXiGENE shall prosecute such application and maintain any letters patent issuing therefrom. ▇▇▇▇▇▇▇▇▇ OXiGENE shall take all such actions in consultation with BMS and its patent counsel and shall keep the JSC and Lilly informed of BMS apprised as to the status of all actions taken in pending patent applications. The out-of-pocket costs of filing, prosecuting and maintaining any Patents actually incurred by OXiGENE under this Section 6.4(b) shall be reimbursed by BMS. OXiGENE shall invoice BMS for such costs on a quarterly basis. Such invoices shall be payable 45 days after receipt thereof. (c) Following a determination by the Territory Joint Development Committee that a patent application should be filed with respect to ▇▇▇▇▇▇▇▇▇ Patentsany Know-How or Inventions included in the BMS Collaboration Technology, BMS shall promptly file a patent application with respect thereto in the jurisdiction(s) selected by the Joint Development Committee, and thereafter BMS shall prosecute such application and maintain any letters patent issuing therefrom. Lilly BMS shall take all such actions in consultation with OXiGENE and its patent counsel and shall keep the JSC and ▇▇▇▇▇▇▇▇▇ informed of OXiGENE apprised as to the status of all actions taken in pending patent applications. The costs of filing, prosecuting and maintaining any Patents under this Section 6.4(c) shall be borne solely by BMS. (d) Following a determination by the Territory Joint Development Committee that a patent application should be filed with respect to Lilly Patentsa any Know-How or Invention included in the Joint Collaboration Technology, BMS shall promptly file a patent application with respect thereto, in the Parties' joint names, in the jurisdiction(s) selected by the Joint Development Committee, and thereafter BMS shall prosecute such application and maintain any letters patent issuing therefrom. The intellectual property subcommittee of the JSC BMS shall take all such actions in consultation with OXiGENE and shall keep ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ informed of OXiGENE apprised as to the status of all actions taken pending patent applications. The costs of filing, prosecuting and maintaining any Patents under this Section 6.4(d) shall be borne solely by BMS. (e) The preparation, filing, prosecuting and maintenance of Patents included in the Territory with respect ASU Licensed Technology shall be accomplished as provided in the ASU License Agreement, subject to Jointly Owned PatentsSections 3.2(g) and 9.1(c) hereof. In particularFurthermore, the informing entity Parties' respective rights and obligations under this Section 6.4 shall (a) regularly and promptly provide the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning ▇▇▇▇▇▇▇▇▇ Patents, Lilly Patents and any Jointly Owned Patents as applicablebe subject, in sufficient time all events, to allow for review and comment by any superior rights of ASU under the informed entities; and (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its patent counsel ASU License Agreement regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the informed entity and its patent counsel shall be taken into consideration in good faith by the informing entity and its patent counselASU Licensed Technology.

Patent Filing Prosecution and Maintenance. ▇▇▇▇▇▇▇▇▇ shall have sole decision-making authority for all actions relating (a) BBIL shall, acting through patent counsel of its choice: (i) endeavor to ▇▇▇▇▇▇▇▇▇ Patents prepare, file, prosecute and Patents invented pursuant maintain the BBIL Patent Rights and the Joint Program Patent Rights worldwide so as to activities conducted under this Agreementsecure the broadest protection reasonably and lawfully available; provided that Lilly shall have sole decision-making authority for all actions relating (ii) consult with Ocugen in relation to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly (such Patentsthe preparation, the “Lilly Patents”). The intellectual property subcommittee of the JSC shall have sole decision-making authority for all actions relating to Patents jointly owned by ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ pursuant to activities conducted under this Agreement (such Patents, the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicable), patent term extension, abandonment, maintenance and enforcement, all of which will be conducted at ▇▇▇▇▇▇▇▇▇’▇ sole expense. ▇▇▇▇▇▇▇▇▇ shall establish an overall strategy for the filing, prosecution and maintenance of ▇▇▇▇▇▇▇▇▇ Patents. Lilly the BBIL Patent Rights and the Joint Program Patent Rights, as well as all changes to patent claims or specifications that would have the effect of reducing or limiting the extent of such patent coverage; and (iii) pay all fees and expenses to prepare, file, prosecute and maintain the BBIL Patent Rights and the Joint Program Patent Rights worldwide as and when due, provided Ocugen shall establish an overall strategy reimburse BBIL for the portion of such fees and expenses that are incurred by BBIL in, for or with respect to the Ocugen Territory. BBIL shall consult in good faith with Ocugen and Ocugen shall cooperate with and assist BBIL in all reasonable respects, in connection with BBIL’s preparation, filing, prosecution and maintenance of Lilly Patentssuch BBIL Patent Rights and Joint Program Patent Rights. The intellectual property subcommittee shall establish an overall strategy If BBIL desires to abandon or to not maintain any of the Joint Program Patent Rights in the Field in and for the Ocugen Territory (or to cease funding any application or Patent Rights forming a part of such Joint Program Patent Rights), it shall give Ocugen [***] prior written notice of same, and Ocugen shall have the right but not the obligation, beginning at the end of such [***] period, to pursue preparing, filing, prosecution prosecuting or maintaining such Joint Program Patent Rights in the Field solely in and maintenance of Jointly Owned Patents. The primary objective of such strategy shall be to provide patent exclusivity for the Products Ocugen Territory, at its sole cost and uses thereof in the Territory. ▇▇▇▇▇▇▇▇▇ shall keep the JSC and Lilly informed of the status of all actions taken in the Territory with respect to ▇▇▇▇▇▇▇▇▇ Patents. Lilly shall keep the JSC and ▇▇▇▇▇▇▇▇▇ informed of the status of all actions taken in the Territory with respect to Lilly Patents. The intellectual property subcommittee of the JSC shall keep ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ informed of the status of all actions taken in the Territory with respect to Jointly Owned Patents. In particular, the informing entity shall (a) regularly and promptly provide the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning ▇▇▇▇▇▇▇▇▇ Patents, Lilly Patents and any Jointly Owned Patents as applicable, in sufficient time to allow for review and comment by the informed entities; and expense. (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its Ocugen shall, acting through patent counsel regarding of its choice, endeavor to prepare, file, prosecute and maintain the filing Ocugen Patent Rights licensed to BBIL pursuant to this Agreement. If Ocugen desires to abandon or to not maintain any of the Ocugen Patent Rights in the Field in and contents for the BBIL Territory (or to cease funding any application or Patent Rights forming a part of any such applicationOcugen Patent Rights), amendment, submission or responseOcugen shall give BBIL [***] prior written notice of same, and BBIL shall have the advice right but not the obligation, beginning at the end of such [***] period, to pursue preparing, filing, prosecuting or maintaining such Ocugen Patent Rights in the Field solely in and suggestions of for the informed entity BBIL Territory, at BBIL’s sole cost and its patent counsel shall be taken into consideration in good faith by the informing entity and its patent counselexpense.

Patent Filing Prosecution and Maintenance. ▇▇▇▇▇▇▇▇▇ (a) Reasonably promptly after the Effective Date the Joint Development Committee, in consultation with the Parties’ respective patent counsel, shall have sole decision-making authority for all actions relating agree upon a patent filing policy with respect to ▇▇▇▇▇▇▇▇▇ Patents and Patents invented pursuant to activities conducted under this Agreement; provided that Lilly shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly (such Patentsthe NEOTHERAPEUTICS Licensed Technology, the “Lilly Patents”)Joint Development Technology and the NEOTHERAPEUTICS Development Technology. The intellectual property subcommittee of the JSC shall have sole decision-making authority for all actions relating In addition, from time to Patents jointly owned by ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ pursuant to activities conducted under this Agreement (such Patentstime, the “Jointly Owned Patents”). Such actions include Patent ProsecutionJoint Development Committee shall determine, defensein accordance with such policy, listing whether and in regulatory publications (as applicable), what jurisdictions patent term extension, abandonment, maintenance and enforcement, all of which will applications should be conducted at ▇▇▇▇▇▇▇▇▇’▇ sole expense. ▇▇▇▇▇▇▇▇▇ shall establish an overall strategy for the filing, prosecution and maintenance of ▇▇▇▇▇▇▇▇▇ Patents. Lilly shall establish an overall strategy for the filing, prosecution and maintenance of Lilly Patents. The intellectual property subcommittee shall establish an overall strategy for the filing, prosecution and maintenance of Jointly Owned Patents. The primary objective of such strategy shall be filed with respect to provide patent exclusivity for the Products and uses thereof any Know-How or Inventions included in the TerritoryNEOTHERAPEUTICS Licensed Technology, the Joint Development Technology and the NEOTHERAPEUTICS Development Technology. (b) Following a determination by the Joint Development Committee that a patent application should be filed with respect to any Know-How or Inventions included in the NEOTHERAPEUTICS Licensed Technology, NEOTHERAPEUTICS, through outside patent counsel (including, without limitation, foreign patent counsel and agents) reasonably acceptable to GPC, shall promptly file a patent application with respect thereto in the jurisdiction(s) selected by the Joint Development Committee, and thereafter NEOTHERAPEUTICS shall prosecute such application and maintain any letters patent issuing therefrom. ▇▇▇▇▇▇▇▇▇ NEOTHERAPEUTICS shall take all such actions in consultation with GPC and its patent counsel and shall keep the JSC and Lilly informed of GPC apprised as to the status of all actions taken in pending patent applications. The out-of-pocket costs of filing, prosecuting and maintaining any Patents actually incurred by NEOTHERAPEUTICS under this Section 6.3(b) shall be reimbursed by GPC. NEOTHERAPEUTICS shall invoice GPC for such costs on a quarterly basis. Such invoices shall be payable forty-five (45) days after receipt thereof. If the Territory Joint Development Committee determines to not have a patent application filed with respect to ▇▇▇▇▇▇▇▇any Know-How or Inventions included in the NEOTHERAPEUTICS Licensed Technology, NEOTHERAPEUTICS may, notwithstanding anything else contained herein, file, prosecute and maintain a patent application and any letters patent issuing therefrom at its own expense. (c) The preparation, filing, prosecuting and maintenance of Patents included in the J-▇ PatentsLicensed Technology shall be accomplished as provided in the J-▇ License Agreement, subject to the provisions of this Agreement. Lilly Furthermore, the Parties’ respective rights and obligations under this Section shall keep be subject, in all events, to any superior rights of J-▇ under the JSC and ▇▇▇▇▇▇▇▇J-▇ informed License Agreement regarding the J-▇ Licensed Technology. (d) If J-▇ elects to abandon the prosecution or maintenance of any J-▇ Patent Right in any country pursuant to Section 1 of Article VII of the status J-▇ License Agreement and NEOTHERAPEUTICS elects not to assume the prosecution or maintenance of all actions taken in such J-▇ Patent Right, NEOTHERAPEUTICS shall so notify GPC. If GPC notifies NEOTHERAPEUTICS that GPC wishes to assume the Territory with respect prosecution or maintenance of such J-▇ Patent Right, NEOTHERAPEUTICS shall exercise its right to Lilly Patents. The intellectual property subcommittee assume such prosecution or maintenance on behalf of the JSC shall keep ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ informed of the status of all actions taken in the Territory with respect to Jointly Owned Patents. In particular, the informing entity shall (a) regularly and promptly provide the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning ▇▇▇▇▇▇▇▇▇ Patents, Lilly Patents and any Jointly Owned Patents as applicable, in sufficient time to allow for review and comment by the informed entities; and (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its patent counsel regarding the filing and contents of any such application, amendment, submission or responseGPC, and the advice and suggestions of the informed entity and NEOTHERAPEUTICS shall assign its patent counsel shall be taken into consideration rights to such J-▇ Patent Right in good faith by the informing entity and its patent counselsuch country to GPC.

Patent Filing Prosecution and Maintenance. ▇▇▇▇▇▇▇▇▇ 8.1 The Company shall have sole decision-making authority for bear all actions relating patent expenses with respect to ▇▇▇▇▇▇▇▇▇ Patents and Patents invented pursuant to activities conducted under this Agreement; provided that Lilly shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly (such Patents, the “Lilly Patents”). The intellectual property subcommittee of the JSC shall have sole decision-making authority for all actions relating to Patents jointly owned by ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ pursuant to activities conducted under this Agreement (such Patents, the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicable), patent term extension, abandonment, maintenance and enforcement, all of which will be conducted at ▇▇▇▇▇▇▇▇▇’▇ sole expense. ▇▇▇▇▇▇▇▇▇ shall establish an overall strategy for the filing, prosecution and maintenance of ▇▇▇▇▇▇▇▇▇ the Licensed Patents including the out-of-pocket expenses incurred by Licensors in respect to the filing of the Licensed Patents until the Effective Date in the amount of US$ 8,170. Patent applications shall be in full coordination and subject to advice of the Company’s patent attorney. Company shall be named at its own cost as an exclusive licensee and the terms of the License shall be detailed and registered as part of the applicable patent application. During the term of this Agreement Licensors shall not make any changes in the status of the registration of the Company as an exclusive licensee, for any reason whatsoever, except with the prior consent of the Company, not to be unreasonably withheld. 8.2 The Company shall be solely responsible for the ongoing filing, prosecution, maintenance of the Licensed Patents, using its own legal counsel, and will consult on a general basis with the Licensors in relation to the preparation of any relevant specifications and the filing of new patent applications included therein. Lilly All applications shall establish list the Company as an overall strategy exclusive licensee of such Patents. 8.3 All Licensed Patents shall be filed and registered in the name of Licensors (or their designees) and shall include the Company as an exclusive licensee. 8.4 The Parties shall consult and make every reasonable effort to reach an agreement in all respects relating to the manner of making applications and registering the Licensed Patents, including the time of making the applications, the countries where applications will be made and all other particulars relating to patent registration as aforesaid. 8.5 In respect of any patent application mutually approved by the Company and Licensors, any and all costs and expenses of the preparation, filing, maintenance and prosecution of the Licensed Patents shall be borne and paid by the Company until termination or expiration of this Agreement. 8.6 The Parties shall assist each other in all respects relating to the preparation of documents for the registration of Licensed Patents or the maintenance thereof forthwith upon the other Party’s request. 8.7 During the term of this Agreement and as long as there is a commercial justification, as shall be mutually agreed by the Parties, the Company and Licensors undertake to take all appropriate measures in order to extend the period of the duration of the patent registrations or any other extension, granted by the law, to enable extension of the time in which the Licensed Patents are protected. All the terms of this Agreement shall apply to the extended period of protection. 8.8 In the event that the Company shall not pay the costs and expenses related to the filing, prosecution and maintenance of Lilly Patents. The intellectual property subcommittee shall establish an overall strategy for the filingmaintenance, prosecution or defense of any Licensed Patents (the “Abandoned Patent Rights”) in a certain state or country (the “Abandoned Country”) and maintenance Licensors elect to continue to file, maintain, prosecute or defend any such Abandoned Patent Rights in such Abandoned Country at its own cost and expense, then, subject to Licensor’s obligation to inform the Company 3 months in advance of Jointly Owned Patents. The primary objective of its intention to do so and allowing the Company a 7 working days period following such strategy shall be notice to provide patent exclusivity for pay the Products and uses thereof in Abandoned Patent Rights, any right granted hereunder to the Territory. ▇▇▇▇▇▇▇▇▇ shall keep the JSC and Lilly informed of the status of all actions taken in the Territory Company with respect to ▇▇▇▇▇▇▇▇▇ Patents. Lilly shall keep the JSC and ▇▇▇▇▇▇▇▇▇ informed of the status of all actions taken in the Territory Abandoned Patent Right will terminate with respect to Lilly Patentssuch Abandoned Country, and the Company shall have no rights whatsoever to exploit such Abandoned Patent Rights in such Abandoned Country. The intellectual property subcommittee Licensors hereby warrant that to the best of their knowledge (but without making any special inquiries) the Existing IP does not infringe upon any Intellectual Property of others. Licensors make no additional representation and extend no additional warranties of any land, either express or implied, in connection to the validity of any of the JSC shall keep ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ informed of Licensed Patents (including the status of Existing IP). Licensors disclaim all actions taken in the Territory warranties whatsoever with respect to Jointly Owned Patentsthe merchantability or fitness for a particular purpose of any Licensed Patent. 8.9 If any Party shall become aware of any known or threatened infringements, imitations or counterfeits of the Licensed Patents and/or the Leukemia. Licensed Products and/or the Licensed Products by any Third Party, it shall notify the other Party and the Company may take legal action in its own name, at the Company’s cost and expense, and with counsel of the Company’s choosing. If required or asked by the Company, Licensors shall join the Company as a party to any proceeding relating to prosecuting or defending such infringement actions, at the cost and expense of the Company. In particularthe event that the Company shall elect NOT to take any legal action in its own name, the informing entity Company shall (a) regularly so notify Licensors and promptly provide the informed entities with copies of all prospective patent applications Licensors shall be entitled to pursue such legal action against third parties at its own cost and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning ▇▇▇▇▇▇▇▇▇ Patents, Lilly Patents and expense. If there is any Jointly Owned Patents as applicable, monetary recovery in sufficient time to allow for review and comment any such action commenced by the informed entities; Company, the Company shall have the right to deduct all of its counsel fees and costs after which any remaining proceeds will be divided thirty-five percent (b35%) provide to Licensors and sixty-five percent (65%) to the informed entities Company. If there is any monetary recovery in an action commenced by Licensors in accordance with this Section, Licensors shall have the right to deduct all of its counsel fees and their patent counsels with an opportunity costs after which any remaining proceeds will be divided thirty-five percent (35%) to consult with the informing entity Company and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the informed entity and its patent counsel shall be taken into consideration in good faith by the informing entity and its patent counselsixty-five percent (65%) to Licensors.

Patent Filing Prosecution and Maintenance. ▇▇▇▇▇▇▇▇▇ (a) Reasonably promptly after the Effective Date the Joint Development Committee, in consultation with the Parties' respective patent counsel, shall agree upon a patent filing policy with respect to the Joint Development Technology and the GAMETE Development Technology. In addition, from time to time, the Joint Development Committee shall determine, in accordance with such policy, whether and in what jurisdictions patent applications should be filed with respect to any Know-How or Inventions included in the Joint Development Technology and the GAMETE Development Technology. GAMETE shall have sole decisionthe right to file and prosecute patent applications with respect to any Know-making authority for all actions relating How or Inventions included in any GAMETE Development Technology or Joint Development Technology in any jurisdiction in which it is determined in accordance with such policy not to ▇▇▇▇▇▇▇▇▇ Patents and Patents invented pursuant to activities conducted under this Agreement; provided that Lilly shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely file such applications. Unless otherwise agreed by Lilly inventors or agents of Lilly (such Patents, the “Lilly Patents”). The intellectual property subcommittee of the JSC shall have sole decision-making authority for all actions relating to Patents jointly owned by ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ pursuant to activities conducted under this Agreement (such Patents, the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicable), patent term extension, abandonment, maintenance and enforcementParties, all of which will be conducted at ▇▇▇▇▇▇▇▇▇’▇ sole expense. ▇▇▇▇▇▇▇▇▇ shall establish an overall strategy for expenses incurred in connection with the filing, prosecution and maintenance of ▇▇▇▇▇▇▇▇▇ Patents. Lilly Patents covering Joint Development Technology shall establish an overall strategy for be borne equally by the Parties. (b) The preparation, filing, prosecuting and maintenance of Patents included in the MGH Patent Rights shall be accomplished as provided in the MGH License Agreement, subject to the provisions of this Agreement and the right of VIACELL to direct the prosecution and maintenance of Lilly patent applications and patents included in the MGH Patent Rights to the extent GAMETE has such rights under the MGH License Agreement and to direct the substance of any comments which GAMETE may have the right to provide regarding such Patents. The intellectual property subcommittee Furthermore, the Parties' respective rights and obligations under this Section shall establish an overall strategy for be subject, in all events, to any superior rights of MGH under the filingMGH License Agreement regarding the MGH Patent Rights. (c) If GAMETE elects to abandon the prosecution or maintenance of any MGH Patent Right in any country pursuant to Section 4.5 of the MGH License Agreement, and MGH elects not to assume the prosecution or maintenance of such MGH Patent Right, GAMETE shall so notify VIACELL. If VIACELL notifies GAMETE that VIACELL wishes to assume the prosecution or maintenance of such MGH Patent Right, GAMETE shall take all actions in connection with the MGH License Agreement and shall otherwise assist VIACELL in assuming the prosecution and maintenance of Jointly Owned Patents. The primary objective of such strategy shall be to provide patent exclusivity for the Products and uses thereof in the Territory. ▇▇▇▇▇▇▇▇▇ shall keep the JSC and Lilly informed of the status of all actions taken in the Territory with respect to ▇▇▇▇▇▇▇▇▇ Patents. Lilly shall keep the JSC and ▇▇▇▇▇▇▇▇▇ informed of the status of all actions taken in the Territory with respect to Lilly Patents. The intellectual property subcommittee of the JSC shall keep ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ informed of the status of all actions taken in the Territory with respect to Jointly Owned Patents. In particular, the informing entity shall (a) regularly and promptly provide the informed entities with copies of all prospective patent applications and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning ▇▇▇▇▇▇▇▇▇ Patents, Lilly Patents and any Jointly Owned Patents as applicable, in sufficient time to allow for review and comment by the informed entities; and (b) provide the informed entities and their patent counsels with an opportunity to consult with the informing entity and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the informed entity and its patent counsel shall be taken into consideration in good faith by the informing entity and its patent counselabandoned patents.

Patent Filing Prosecution and Maintenance. ▇▇▇▇▇▇▇▇▇ 8.1 The Company shall have sole decision-making authority for bear all actions relating patent expenses with respect to ▇▇▇▇▇▇▇▇▇ Patents and Patents invented pursuant to activities conducted under this Agreement; provided that Lilly shall have sole decision-making authority for all actions relating to Patents invented pursuant to activities conducted under this Agreement invented solely by Lilly inventors or agents of Lilly (such Patents, the “Lilly Patents”). The intellectual property subcommittee of the JSC shall have sole decision-making authority for all actions relating to Patents jointly owned by ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ pursuant to activities conducted under this Agreement (such Patents, the “Jointly Owned Patents”). Such actions include Patent Prosecution, defense, listing in regulatory publications (as applicable), patent term extension, abandonment, maintenance and enforcement, all of which will be conducted at ▇▇▇▇▇▇▇▇▇’▇ sole expense. ▇▇▇▇▇▇▇▇▇ shall establish an overall strategy for the filing, prosecution and maintenance of ▇▇▇▇▇▇▇▇▇ the Licensed Patents including the out-of-pocket expenses incurred by Licensors in respect to the filing of the Licensed Patents until the Effective Date in the amount of US$ 8,170. Patent applications shall be in full coordination and subject to advice of the Company’s patent attorney. Company shall be named at its own cost as an exclusive licensee and the terms of the License shall be detailed and registered as part of the applicable patent application. During the term of this Agreement Licensors shall not make any changes in the status of the registration of the Company as an exclusive licensee, for any reason whatsoever, except with the prior consent of the Company, not to be unreasonably withheld. 8.2 The Company shall be solely responsible for the ongoing filing, prosecution, maintenance of the Licensed Patents, using its own legal counsel, and will consult on a general basis with the Licensors in relation to the preparation of any relevant specifications and the filing of new patent applications included therein. Lilly All applications shall establish list the Company as an overall strategy exclusive licensee of such Patents. 8.3 All Licensed Patents shall be filed and registered in the name of Licensors (or their designees) and shall include the Company as an exclusive licensee. 8.4 The Parties shall consult and make every reasonable effort to reach an agreement in all respects relating to the manner of making applications and registering the Licensed Patents, including the time of making the applications, the countries where applications will be made and all other particulars relating to patent registration as aforesaid. 8.5 In respect of any patent application mutually approved by the Company and Licensors, any and all costs and expenses of the preparation, filing, maintenance and prosecution of the Licensed Patents shall be borne and paid by the Company until termination or expiration of this Agreement. 8.6 The Parties shall assist each other in all respects relating to the preparation of documents for the registration of Licensed Patents or the maintenance thereof forthwith upon the other Party’s request. 8.7 During the term of this Agreement and as long as there is a commercial justification, as shall be mutually agreed by the Parties, the Company and Licensors undertake to take all appropriate measures in order to extend the period of the duration of the patent registrations or any other extension, granted by the law, to enable extension of the time in which the Licensed Patents are protected. All the terms of this Agreement shall apply to the extended period of protection. 8.8 In the event that the Company shall not pay the costs and expenses related to the filing, prosecution and maintenance of Lilly Patents. The intellectual property subcommittee shall establish an overall strategy for the filingmaintenance, prosecution or defense of any Licensed Patents (the “Abandoned Patent Rights”) in a certain state or country (the “Abandoned Country”) and maintenance Licensors elect to continue to file, maintain, prosecute or defend any such Abandoned Patent Rights in such Abandoned Country at its own cost and expense, then, subject to Licensor’s obligation to inform the Company 3 months in advance of Jointly Owned Patents. The primary objective of its intention to do so and allowing the Company a 7 working days period following such strategy shall be notice to provide patent exclusivity for pay the Products and uses thereof in Abandoned Patent Rights, any right granted hereunder to the Territory. ▇▇▇▇▇▇▇▇▇ shall keep the JSC and Lilly informed of the status of all actions taken in the Territory Company with respect to ▇▇▇▇▇▇▇▇▇ Patents. Lilly shall keep the JSC and ▇▇▇▇▇▇▇▇▇ informed of the status of all actions taken in the Territory Abandoned Patent Right will terminate with respect to Lilly Patentssuch Abandoned Country, and the Company shall have no rights whatsoever to exploit such Abandoned Patent Rights in such Abandoned Country. The intellectual property subcommittee Licensors hereby warrant that to the best of their knowledge (but without making any special inquiries) the Existing IP does not infringe upon any Intellectual Property of others. Licensors make no additional representation and extend no additional warranties of any land, either express or implied, in connection to the validity of any of the JSC shall keep ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ informed of Licensed Patents (including the status of Existing IP). Licensors disclaim all actions taken in the Territory warranties whatsoever with respect to Jointly Owned Patentsthe merchantability or fitness for a particular purpose of any Licensed Patent. 8.9 If any Party shall become aware of any known or threatened infringements, imitations or counterfeits of the Licensed Patents and/or the Leukemia. Licensed Products and/or the Licensed Products by any Third Party, it shall notify the other Party and the Company may take legal action in its own name, at the Company’s cost and expense, and with counsel of the Company’s choosing. If required or asked by the Company, Licensors shall join the Company as a party to any proceeding relating to prosecuting or defending such infringement actions, at the cost and expense of the Company. In particularthe event that the Company shall elect NOT to take any legal action in its own name, the informing entity Company shall (a) regularly so notify Licensors and promptly provide the informed entities with copies of all prospective patent applications Licensors shall be entitled to pursue such legal action against third parlies at its own cost and patent applications filed hereunder and other material submissions and correspondence with government agencies concerning ▇▇▇▇▇▇▇▇▇ Patents, Lilly Patents and expense. If there is any Jointly Owned Patents as applicable, monetary recovery in sufficient time to allow for review and comment any such action commenced by the informed entities; Company, the Company shall have the right to deduct all of its counsel fees and costs after which any remaining proceeds will be divided thirty-five percent (b35%) provide to Licensors and sixty-five percent (65%) to the informed entities Company. If there is any monetary recovery in an action commenced by Licensors in accordance with this Section, Licensors shall have the right to deduct all of its counsel fees and their patent counsels with an opportunity costs after which any remaining proceeds will be divided thirty-five percent (35%) to consult with the informing entity Company and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the informed entity and its patent counsel shall be taken into consideration in good faith by the informing entity and its patent counselsixty-five percent (65%) to Licensors.