Common use of Patent Filing Prosecution and Maintenance Clause in Contracts

Patent Filing Prosecution and Maintenance. (a) Reasonably promptly after the Effective Date the Joint Steering Committee, in consultation with the Parties’ respective patent counsel, shall agree upon a patent filing policy with respect to Collaboration Products. In addition, from time to time, the Joint Steering 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 TOPOTARGET Licensed Technology, TOPOTARGET Collaboration Technology, CURAGEN Collaboration Technology, and Joint Collaboration Technology. (b) Following a determination by the Joint Steering Committee that a patent application should be filed with respect to any Know-How or Inventions included in the TOPOTARGET Licensed Technology or TOPOTARGET Collaboration Technology, TOPOTARGET, through outside patent counsel (including, without limitation, foreign patent counsel and agents) reasonably acceptable to CURAGEN and TOPOTARGET, shall promptly file a patent application with respect thereto in the jurisdiction(s) selected by the Joint Steering Committee, and thereafter TOPOTARGET shall prosecute such application and maintain any letters patent issuing therefrom. TOPOTARGET shall take all such actions in consultation with CURAGEN and its patent counsel and shall keep CURAGEN apprised as to the status of all pending patent applications. The costs of filing, prosecuting and maintaining any Patents under this Section 6.4(b) in the Territory shall be borne solely by TOPOTARGET. To the extent that TOPOTARGET disagrees with any such filing, prosecution or maintenance of a Patent under this Section 6.4(b) and such actions are required by the Joint Steering Committee, the associated costs and fees shall be borne solely by CURAGEN and such Patents shall be assigned to CURAGEN and shall no longer be deemed TOPOTARGET Licensed Technology or TOPOTARGET Collaboration Technology, as relevant, provided that, solely with respect to Patents on TOPOTARGET Collaboration Technology, such Patents shall be included within the CURAGEN Collaboration Technology for the purpose of the license granted to TOPOTARGET pursuant to Section 7.4. (c) Following a determination by the Joint Steering Committee that a patent application should be filed with respect to any Know-How or Inventions included in any CURAGEN Collaboration Technology, CURAGEN shall promptly file a patent application with respect thereto in the jurisdiction(s) selected by the Joint Steering Committee, and thereafter CURAGEN shall prosecute such application and maintain any letters patent issuing therefrom. CURAGEN shall take all such actions in consultation with TOPOTARGET and its patent counsel and shall keep TOPOTARGET apprised as to the status of all pending patent applications. The costs of filing, prosecuting and maintaining any Patents under this Section 6.4(c) shall be borne solely by CURAGEN. (d) Following a determination by the Joint Steering Committee that a patent application should be filed with respect to a any Know-How or Invention included in the Joint Collaboration Technology, CURAGEN shall promptly file a patent application with respect thereto, in the Parties’ joint names, in the jurisdiction(s) selected by the Joint Steering Committee, and thereafter CURAGEN shall prosecute such application and maintain any letters patent issuing therefrom. CURAGEN shall take all such actions in consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of all pending patent applications. The costs of filing, prosecuting and maintaining any Patents under this Section 6.4(d) shall be shared equally by the Parties.

Patent Filing Prosecution and Maintenance. 9.1 [The confidential material contained herein has been omitted and has been separately filed with the Commission.] shall be responsible for all costs (including attorneys' fees and expenses) incurred by it in maintaining the domestic and foreign patents, and prosecuting the domestic and foreign patent applications, specified in Exhibit A. 9.2 MOTOROLA shall provide UDC with documentation which is sufficient to allow UDC to monitor the domestic and foreign patents listed in Exhibit A for the due date for maintenance fee payments. This Section 9.2 sets forth the parties' other responsibilities for maintenance fees as follows: (a) Reasonably promptly If UDC desires maintenance fees to be paid for Licensed Patents, UDC shall give MOTOROLA written notice identifying patents for which maintenance fees will become due and requesting payment of the applicable fees (the "Maintenance Notice") at least ninety (90) days and not more than one hundred eighty (180) days before each date a maintenance fee is due for any such patent. If UDC fails give a Maintenance Notice to MOTOROLA on a timely basis as provided above after MOTOROLA has provided documentation required under this Section 9.2, MOTOROLA may in its discretion elect not to pay the Effective Date the Joint Steering Committee, in consultation with the Parties’ respective patent counsel, shall agree upon a patent filing policy with respect to Collaboration Products. In addition, from time to time, the Joint Steering Committee shall determine, in accordance with such policy, whether and in what jurisdictions patent applications should be filed with respect to maintenance fees for any Know-How or Inventions patents which would have been properly included in the TOPOTARGET Licensed Technology, TOPOTARGET Collaboration Technology, CURAGEN Collaboration Technologya timely given Maintenance Notice, and Joint Collaboration Technologyshall not be responsible to UDC or any other person if any such patents are abandoned for failure to pay the maintenance fees or otherwise. (b) Following a determination by the Joint Steering Committee that a patent application should be filed with respect to any Know-How or Inventions included in the TOPOTARGET Licensed Technology or TOPOTARGET Collaboration Technology, TOPOTARGET, through outside patent counsel (including, without limitation, foreign patent counsel and agents) reasonably acceptable to CURAGEN and TOPOTARGET, shall promptly file a patent application with respect thereto in the jurisdiction(s) selected by the Joint Steering Committee, and thereafter TOPOTARGET shall prosecute such application and maintain any letters patent issuing therefrom. TOPOTARGET shall take all such actions in consultation with CURAGEN and its patent counsel and shall keep CURAGEN apprised as to the status of all pending patent applications. The costs of filing, prosecuting and maintaining any Patents under this Section 6.4(b) in the Territory shall be borne solely by TOPOTARGET. To the extent that TOPOTARGET disagrees with any such filingUDC timely gives a Maintenance Notice to MOTOROLA as set forth above, prosecution MOTOROLA then has the sole discretion to determine whether or not to pay maintenance of a Patent under this Section 6.4(b) and such actions are required by the Joint Steering Committee, the associated costs and fees shall be borne solely by CURAGEN and such Patents shall be assigned to CURAGEN and shall no longer be deemed TOPOTARGET Licensed Technology or TOPOTARGET Collaboration Technology, as relevant, provided that, solely with respect to Patents on TOPOTARGET Collaboration Technology, such Patents shall be included within the CURAGEN Collaboration Technology for the purpose of patent(s) included in that Maintenance Notice. If MOTOROLA chooses not to pay the license granted maintenance fees for the patents included in a Maintenance Notice, MOTOROLA shall so advise UDC in writing (the "Rejection Notice") within sixty (60) days after UDC timely delivers that Maintenance Notice to TOPOTARGET pursuant to Section 7.4MOTOROLA. (c) Following a determination by the Joint Steering Committee that a patent application should be filed with respect As to any Know-How or Inventions patents included in any CURAGEN Collaboration Technologya Rejection Notice from MOTOROLA, CURAGEN UDC shall promptly file have the right, upon giving written notice thereof to MOTOROLA within thirty (30) days after MOTOROLA delivers a patent application with respect thereto Rejection Notice, to (a) pay the maintenance fees for patents included in the jurisdiction(sRejection Notice and, upon UDC's election, (b) selected by require MOTOROLA to deliver promptly to UDC a written assignment of MOTOROLA's right, title and interest in the Joint Steering Committeepatents listed in the Rejection Notice. Whether or not included as a reservation in such assignment, UDC hereby grants MOTOROLA and MOTOROLA's Affiliates, under all patents included in each such assignment of patents, an irrevocable, fully paid-up, and thereafter CURAGEN perpetual worldwide license to make, develop, use, sell, offer for sale, have sold, lease, rent, transfer, import or otherwise dispose of any products throughout the world in or outside the Field of Use, and without payment of any royalty or other sum to UDC or any duty to account therefor, and UDC agrees to comply with Section 3.2 respecting MOTOROLA's suppliers and manufacturers under such assigned patents, but the foregoing shall prosecute such application and maintain any letters patent issuing therefrom. CURAGEN shall take all such actions be subject during the period this Agreement remains in consultation with TOPOTARGET and its patent counsel and shall keep TOPOTARGET apprised as effect to the status of all pending patent applications. The costs of filing, prosecuting and maintaining any Patents under this same limitations on MOTOROLA's reserved rights set forth in Section 6.4(c) shall be borne solely by CURAGEN3.0. (d) Following a determination by UDC shall be entitled to deduct from future royalties owing under Section 4.3 or 4.4 all maintenance fees UDC actually pays to domestic and/or foreign governmental patent offices for Licensed Patents assigned to UDC pursuant to this Section 9.2. UDC shall be entitled to the Joint Steering Committee that a deduction after furnishing certification to MOTOROLA reasonably detailing the amounts and dates of payments and to which agencies the payments were made. 9.3 As to patent application should be filed with respect applications listed in Exhibit A, MOTOROLA will use its reasonable patent prosecution judgment in determining the timing, form and substance of remaining steps required for the prosecution of such applications, and may elect to a any Know-How or Invention included cease prosecution thereof based upon factors MOTOROLA would ordinarily consider in the Joint Collaboration Technology, CURAGEN shall promptly file a patent application with respect thereto, in the Parties’ joint names, in the jurisdiction(s) selected by the Joint Steering Committee, and thereafter CURAGEN shall prosecute such application and maintain any letters patent issuing therefrom. CURAGEN shall take all such actions in consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status prosecution of all pending its other patent applications. The costs of filing, prosecuting and maintaining any Patents under this Section 6.4(d) shall be shared equally by the Parties.

Patent Filing Prosecution and Maintenance. Licensed Patent Rights will be held in the name of SBP but diligently prosecuted by counsel to Cerecor (a“Patent Counsel”) Reasonably promptly after the Effective Date the Joint Steering Committeeto seek reasonably adequate protection for Products. Provided that Cerecor is current on all obligations to SBP, in consultation with the Parties’ respective patent counsel, Cerecor shall agree upon a patent filing policy control all actions and decisions with respect to Collaboration Productsthe filing, prosecution and maintenance of such Licensed Patent Rights; provided that Cerecor will consider any reasonable comments or suggestions by SBP with respect to the filing, prosecution and maintenance of such Licensed Patent Rights. Cerecor will instruct Patent Counsel to copy SBP on all correspondence related to such Licensed Patent Rights (including all copies of patent applications, office actions, draft responses to office actions, as-filed copies of responses to office actions, requests for terminal disclaimer, and requests for reissue or reexamination of any patent or patent application) and to interact with Cerecor in regards to the preparation, filing, prosecution and maintenance of such Licensed Patent Rights. Cerecor will instruct Patent Counsel to provide SBP with draft applications and responses so that SBP has reasonable time to consider the draft and provide strategy input. Cerecor has the right to take any action to preserve rights whether or not SBP has commented and will not allow any such Licensed Patent Rights to lapse or become abandoned without providing at least thirty (30) days prior written notice to SBP, except for filing of continuations, divisionals, or the like that substitute for the lapsed application. In additionthe event Cerecor wishes to abandon prosecution of any Licensed Patent Rights (including but not limited to, from time not responding to timean outstanding office action, failing to file a continuation application after allowance, or not paying a maintenance fee or annuity in any country), Cerecor shall allow SBP to take over such prosecution if Cerecor so indicates, which prosecution shall remain in the Joint Steering Committee shall determinename of SBP. Control of a given SBP Patent Right (including the right to control all actions and decisions with respect to the filing, prosecution and maintenance) will revert to SBP upon termination of this Agreement or upon any decision by Cerecor to terminate or abandon such SBP Patent Right in accordance with such policy, whether and in what jurisdictions patent applications should be filed with respect to any Know-How Section 5.2.2 or Inventions included in the TOPOTARGET Licensed Technology, TOPOTARGET Collaboration Technology, CURAGEN Collaboration Technology, and Joint Collaboration Technologyotherwise. (b) Following a determination by the Joint Steering Committee that a patent application should be filed with respect to any Know-How or Inventions included in the TOPOTARGET Licensed Technology or TOPOTARGET Collaboration Technology, TOPOTARGET, through outside patent counsel (including, without limitation, foreign patent counsel and agents) reasonably acceptable to CURAGEN and TOPOTARGET, shall promptly file a patent application with respect thereto in the jurisdiction(s) selected by the Joint Steering Committee, and thereafter TOPOTARGET shall prosecute such application and maintain any letters patent issuing therefrom. TOPOTARGET shall take all such actions in consultation with CURAGEN and its patent counsel and shall keep CURAGEN apprised as to the status of all pending patent applications. The costs of filing, prosecuting and maintaining any Patents under this Section 6.4(b) in the Territory shall be borne solely by TOPOTARGET. To the extent that TOPOTARGET disagrees with any such filing, prosecution or maintenance of a Patent under this Section 6.4(b) and such actions are required by the Joint Steering Committee, the associated costs and fees shall be borne solely by CURAGEN and such Patents shall be assigned to CURAGEN and shall no longer be deemed TOPOTARGET Licensed Technology or TOPOTARGET Collaboration Technology, as relevant, provided that, solely with respect to Patents on TOPOTARGET Collaboration Technology, such Patents shall be included within the CURAGEN Collaboration Technology for the purpose of the license granted to TOPOTARGET pursuant to Section 7.4. (c) Following a determination by the Joint Steering Committee that a patent application should be filed with respect to any Know-How or Inventions included in any CURAGEN Collaboration Technology, CURAGEN shall promptly file a patent application with respect thereto in the jurisdiction(s) selected by the Joint Steering Committee, and thereafter CURAGEN shall prosecute such application and maintain any letters patent issuing therefrom. CURAGEN shall take all such actions in consultation with TOPOTARGET and its patent counsel and shall keep TOPOTARGET apprised as to the status of all pending patent applications. The costs of filing, prosecuting and maintaining any Patents under this Section 6.4(c) shall be borne solely by CURAGEN. (d) Following a determination by the Joint Steering Committee that a patent application should be filed with respect to a any Know-How or Invention included in the Joint Collaboration Technology, CURAGEN shall promptly file a patent application with respect thereto, in the Parties’ joint names, in the jurisdiction(s) selected by the Joint Steering Committee, and thereafter CURAGEN shall prosecute such application and maintain any letters patent issuing therefrom. CURAGEN shall take all such actions in consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of all pending patent applications. The costs of filing, prosecuting and maintaining any Patents under this Section 6.4(d) shall be shared equally by the Parties.

Patent Filing Prosecution and Maintenance. (a) Reasonably promptly after the Effective Date the Joint Steering Development Committee, in consultation with the Parties’ ' respective patent counsel, shall agree upon a patent filing policy with respect to Collaboration Productsthe NEOTHERAPEUTICS Licensed Technology, the Joint Development Technology and the NEOTHERAPEUTICS Development Technology. In addition, from time to time, the Joint Steering 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 TOPOTARGET NEOTHERAPEUTICS Licensed Technology, TOPOTARGET Collaboration Technology, CURAGEN Collaboration Technology, the Joint Development Technology and Joint Collaboration the NEOTHERAPEUTICS Development Technology. (b) Following a determination by the Joint Steering Development Committee that a patent application should be filed with respect to any Know-How or Inventions included in the TOPOTARGET NEOTHERAPEUTICS Licensed Technology or TOPOTARGET Collaboration Technology, TOPOTARGETNEOTHERAPEUTICS, through outside patent counsel (including, without limitation, foreign patent counsel and agents) reasonably acceptable to CURAGEN and TOPOTARGETGPC, shall promptly file a patent application with respect thereto in the jurisdiction(s) selected by the Joint Steering Development Committee, and thereafter TOPOTARGET NEOTHERAPEUTICS shall prosecute such application and maintain any letters patent issuing therefrom. TOPOTARGET NEOTHERAPEUTICS shall take all such actions in consultation with CURAGEN GPC and its patent counsel and shall keep CURAGEN GPC apprised as to the status of all pending patent applications. The out-of-pocket costs of filing, prosecuting and maintaining any Patents actually incurred by NEOTHERAPEUTICS under this Section 6.4(b6.3(b) in the Territory shall be borne solely reimbursed by TOPOTARGETGPC. To the extent that TOPOTARGET disagrees with any NEOTHERAPEUTICS shall invoice GPC for such filing, prosecution or maintenance of costs on a Patent under this Section 6.4(bquarterly basis. Such invoices shall be payable forty-five (45) and such actions are required by days after receipt thereof. If the Joint Steering Committee, the associated costs and fees shall be borne solely by CURAGEN and such Patents shall be assigned Development Committee determines to CURAGEN and shall no longer be deemed TOPOTARGET Licensed Technology or TOPOTARGET Collaboration Technology, as relevant, provided that, solely with respect to Patents on TOPOTARGET Collaboration Technology, such Patents shall be included within the CURAGEN Collaboration Technology for the purpose of the license granted to TOPOTARGET pursuant to Section 7.4. (c) Following a determination by the Joint Steering Committee that not have a patent application should be filed with respect to any Know-How or Inventions included in any CURAGEN Collaboration the NEOTHERAPEUTICS Licensed Technology, CURAGEN shall promptly file NEOTHERAPEUTICS may, notwithstanding anything else contained herein, file, prosecute and maintain a patent application with respect thereto in the jurisdiction(s) selected by the Joint Steering Committee, and thereafter CURAGEN shall prosecute such application and maintain any letters patent issuing therefrom. CURAGEN shall take all such actions in consultation with TOPOTARGET and therefrom at its patent counsel and shall keep TOPOTARGET apprised as to the status of all pending patent applications. own expense. (c) The costs of preparation, filing, prosecuting and maintaining any maintenance of Patents included in the ▇-▇ Licensed Technology shall be accomplished as provided in the ▇-▇ License Agreement, subject to the provisions of this Agreement. Furthermore, the Parties' respective rights and obligations under this Section 6.4(c) shall be borne solely by CURAGENsubject, in all events, to any superior rights of ▇-▇ under the ▇-▇ License Agreement regarding the ▇-▇ Licensed Technology. (d) Following a determination by If ▇-▇ elects to abandon the Joint Steering Committee prosecution or maintenance of any ▇-▇ Patent Right in any country pursuant to Section 1 of Article VII of the ▇-▇ License Agreement and NEOTHERAPEUTICS elects not to assume the prosecution or maintenance of such ▇-▇ Patent Right, NEOTHERAPEUTICS shall so notify GPC. If GPC notifies NEOTHERAPEUTICS that a patent application should be filed with respect GPC wishes to a any Knowassume the prosecution or maintenance of such ▇-How ▇ Patent Right, NEOTHERAPEUTICS shall exercise its right to assume such prosecution or Invention included in the Joint Collaboration Technology, CURAGEN shall promptly file a patent application with respect thereto, in the Parties’ joint names, in the jurisdiction(s) selected by the Joint Steering Committeemaintenance on behalf of GPC, and thereafter CURAGEN NEOTHERAPEUTICS shall prosecute assign its rights to such application and maintain any letters patent issuing therefrom. CURAGEN shall take all ▇-▇ Patent Right in such actions in consultation with TOPOTARGET and shall keep TOPOTARGET apprised as country to the status of all pending patent applications. The costs of filing, prosecuting and maintaining any Patents under this Section 6.4(d) shall be shared equally by the PartiesGPC.

Patent Filing Prosecution and Maintenance. (a) Reasonably promptly after the Effective Date the Joint Steering Development Committee, in consultation with the Parties’ ' respective patent counsel, shall agree upon a patent filing policy with respect to Collaboration Productsthe NEOTHERAPEUTICS Licensed Technology, the Joint Development Technology and the NEOTHERAPEUTICS Development Technology. In addition, from time to time, the Joint Steering 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 TOPOTARGET NEOTHERAPEUTICS Licensed Technology, TOPOTARGET Collaboration Technology, CURAGEN Collaboration Technology, the Joint Development Technology and Joint Collaboration the NEOTHERAPEUTICS Development Technology. (b) Following a determination by the Joint Steering Development Committee that a patent application should be filed with respect to any Know-How or Inventions included in the TOPOTARGET NEOTHERAPEUTICS Licensed Technology or TOPOTARGET Collaboration Technology, TOPOTARGETNEOTHERAPEUTICS, through outside patent counsel (including, without limitation, foreign patent counsel and agents) reasonably acceptable to CURAGEN and TOPOTARGETGPC, shall promptly file a patent application with respect thereto in the jurisdiction(s) selected by the Joint Steering Development Committee, and thereafter TOPOTARGET NEOTHERAPEUTICS shall prosecute such application and maintain any letters patent issuing therefrom. TOPOTARGET NEOTHERAPEUTICS shall take all such actions in consultation with CURAGEN GPC and its patent counsel and shall keep CURAGEN GPC apprised as to the status of all pending patent applications. The out-of-pocket costs of filing, prosecuting and maintaining any Patents actually incurred by NEOTHERAPEUTICS under this Section 6.4(b6.3(b) in the Territory shall be borne solely reimbursed by TOPOTARGETGPC. To the extent that TOPOTARGET disagrees with any NEOTHERAPEUTICS shall invoice GPC for such filing, prosecution or maintenance of costs on a Patent under this Section 6.4(bquarterly basis. Such invoices shall be payable forty-five (45) and such actions are required by days after receipt thereof. If the Joint Steering Committee, the associated costs and fees shall be borne solely by CURAGEN and such Patents shall be assigned Development Committee determines to CURAGEN and shall no longer be deemed TOPOTARGET Licensed Technology or TOPOTARGET Collaboration Technology, as relevant, provided that, solely with respect to Patents on TOPOTARGET Collaboration Technology, such Patents shall be included within the CURAGEN Collaboration Technology for the purpose of the license granted to TOPOTARGET pursuant to Section 7.4. (c) Following a determination by the Joint Steering Committee that not have a patent application should be filed with respect to any Know-How or Inventions included in any CURAGEN Collaboration the NEOTHERAPEUTICS Licensed Technology, CURAGEN shall promptly file NEOTHERAPEUTICS may, notwithstanding anything else contained herein, file, prosecute and maintain a patent application with respect thereto in the jurisdiction(s) selected by the Joint Steering Committee, and thereafter CURAGEN shall prosecute such application and maintain any letters patent issuing therefrom. CURAGEN shall take all such actions in consultation with TOPOTARGET and therefrom at its patent counsel and shall keep TOPOTARGET apprised as to the status of all pending patent applications. own expense. (c) The costs of preparation, filing, prosecuting and maintaining any maintenance of Patents included in the J-▇ Licensed Technology shall be accomplished as provided in the J-▇ License Agreement, subject to the provisions of this Agreement. Furthermore, the Parties' respective rights and obligations under this Section 6.4(c) shall be borne solely by CURAGENsubject, in all events, to any superior rights of J-▇ under the J-▇ License Agreement regarding the J-▇ Licensed Technology. (d) Following a determination by If J-▇ elects to abandon the Joint Steering Committee prosecution or maintenance of any J-▇ Patent Right in any country pursuant to Section 1 of Article VII of the J-▇ License Agreement and NEOTHERAPEUTICS elects not to assume the prosecution or maintenance of such J-▇ Patent Right, NEOTHERAPEUTICS shall so notify GPC. If GPC notifies NEOTHERAPEUTICS that a patent application should be filed with respect GPC wishes to a any Know-How assume the prosecution or Invention included in the Joint Collaboration Technologymaintenance of such J-▇ Patent Right, CURAGEN NEOTHERAPEUTICS shall promptly file a patent application with respect thereto, in the Parties’ joint names, in the jurisdiction(s) selected by the Joint Steering Committeeexercise its right to assume such prosecution or maintenance on behalf of GPC, and thereafter CURAGEN NEOTHERAPEUTICS shall prosecute assign its rights to such application and maintain any letters patent issuing therefrom. CURAGEN shall take all J-▇ Patent Right in such actions in consultation with TOPOTARGET and shall keep TOPOTARGET apprised as country to the status of all pending patent applications. The costs of filing, prosecuting and maintaining any Patents under this Section 6.4(d) shall be shared equally by the PartiesGPC.

Patent Filing Prosecution and Maintenance. 7.1 Except as otherwise provided in this Article 7, PHS agrees to take responsibility for, but to consult with, the Licensee in the preparation, filing, prosecution, and maintenance of any and all patent applications or patents included in the Licensed Patent Rights and shall furnish copies of relevant patent-related documents to Licensee. PHS shall provide Licensee with at least fourteen (a14) Reasonably promptly after days to comment on any document that PHS intends to file or to cause to be filed with the Effective Date relevant intellectual property or patent office, unless fourteen (14) days is not available prior to the Joint Steering Committeestatutory deadline for any document that PHS intends to file or caused to be filed with the relevant intellectual property or patent office, in consultation which case PHS shall provide Licensee with as much opportunity as reasonably possible prior to the Parties’ respective patent counselstatutory deadline for Licensee to comment. PHS shall consider in good faith Licensee’s comments. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ***Text Omitted and Filed Separately Confidential Treatment Requested Under 17 C.F.R. §§ 200.80(b)(4) and 230.406 7.2 Each party shall promptly inform the other as to all matters that come to its attention that may affect the preparation, shall agree upon a patent filing policy filing, prosecution, or maintenance of the Licensed Patent Rights and provide each other with at least fourteen (14) days to provide comments and suggestions with respect to Collaboration Products. In additionthe preparation, from time filing, prosecution, and maintenance of Licensed Patent Rights, unless fourteen (14) days is not available prior to time, the Joint Steering Committee shall determinestatutory deadline of a potentially affected document, in accordance which case the Parties will provide each other with such policy, whether as much opportunity as reasonably possible to comment and in what jurisdictions patent applications should offer suggestions prior to the statutory deadline. Each party’s comments and suggestions shall be filed with respect to any Know-How or Inventions included in the TOPOTARGET Licensed Technology, TOPOTARGET Collaboration Technology, CURAGEN Collaboration Technology, and Joint Collaboration Technology. (b) Following a determination considered by the Joint Steering Committee that a patent application should be filed with respect to any Know-How or Inventions included other party in the TOPOTARGET Licensed Technology or TOPOTARGET Collaboration Technology, TOPOTARGET, through outside patent counsel (including, without limitation, foreign patent counsel and agents) reasonably acceptable to CURAGEN and TOPOTARGET, shall promptly file a patent application with respect thereto in the jurisdiction(s) selected by the Joint Steering Committee, and thereafter TOPOTARGET shall prosecute such application and maintain any letters patent issuing therefrom. TOPOTARGET shall take all such actions in consultation with CURAGEN and its patent counsel and shall keep CURAGEN apprised as to the status of all pending patent applications. The costs of filing, prosecuting and maintaining any Patents under this Section 6.4(b) in the Territory shall be borne solely by TOPOTARGET. To the extent that TOPOTARGET disagrees with any such filing, prosecution or maintenance of a Patent under this Section 6.4(b) and such actions are required by the Joint Steering Committee, the associated costs and fees shall be borne solely by CURAGEN and such Patents shall be assigned to CURAGEN and shall no longer be deemed TOPOTARGET Licensed Technology or TOPOTARGET Collaboration Technology, as relevant, provided that, solely with respect to Patents on TOPOTARGET Collaboration Technology, such Patents shall be included within the CURAGEN Collaboration Technology for the purpose of the license granted to TOPOTARGET pursuant to Section 7.4good faith. (c) Following a determination by the Joint Steering Committee that a patent application should be filed with respect to any Know-How or Inventions included in any CURAGEN Collaboration Technology, CURAGEN shall promptly file a patent application with respect thereto in the jurisdiction(s) selected by the Joint Steering Committee, and thereafter CURAGEN shall prosecute such application and maintain any letters patent issuing therefrom. CURAGEN shall take all such actions in consultation with TOPOTARGET and its patent counsel and shall keep TOPOTARGET apprised as to the status of all pending patent applications. The costs of filing, prosecuting and maintaining any Patents under this Section 6.4(c) shall be borne solely by CURAGEN. (d) Following a determination by the Joint Steering Committee that a patent application should be filed with respect to a any Know-How or Invention included in the Joint Collaboration Technology, CURAGEN shall promptly file a patent application with respect thereto, in the Parties’ joint names, in the jurisdiction(s) selected by the Joint Steering Committee, and thereafter CURAGEN shall prosecute such application and maintain any letters patent issuing therefrom. CURAGEN shall take all such actions in consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of all pending patent applications. The costs of filing, prosecuting and maintaining any Patents under this Section 6.4(d) shall be shared equally by the Parties.

Patent Filing Prosecution and Maintenance. 7.1 As long as Licensee is paying prosecution costs, The Regents will diligently file, prosecute and maintain the patents and applications comprising Regents’ Patent Rights. These patents will be held in the name of The Regents and will be obtained with counsel representing The Regents, which counsel will be selected by the Licensee subject to The Regents’ reasonable approval (and The Regents acknowledge approval of P▇▇▇ ▇▇, currently with the law firm of Squire, S▇▇▇▇▇▇ & D▇▇▇▇▇▇). The Regents must provide Licensee with copies of each patent application, office action, response to office action, request for terminal disclaimer, and request for reissue or reexamination of any patent or patent application under Regents’ Patent Rights. The Regents will communicate and work together with Licensee to provide direction to patent counsel but final decisions regarding prosecution are The Regents; provided that The Regents will consult with Licensee regarding patent prosecution decisions, and The Regents will use best efforts to consider the business interests expressed by Licensee in prosecution of the Regents’ Patent Rights, to the extent no conflict exists with the legitimate requirements of The Regents. The Regents is entitled to take action to preserve rights and minimize costs whether or not Licensee has commented. 7.2 Licensee will bear all costs incurred prior to and during the term of this Agreement in the preparation, filing, prosecution and maintenance of patent applications and patents in Regents’ Patent Rights as follows: (a) Reasonably promptly Licensee will reimburse The Regents for all patent costs incurred by and invoiced to The Regents prior to March 1, 2005 (up to a maximum of fifty thousand dollars ($50,000)) within thirty (30) days after the Effective Date closing of the Joint Steering CommitteeSeries A Financing or satisfying the diligence requirement in Paragraph 6.3(d) above: (b) Licensee will pay all patent costs incurred by and invoiced to The Regents after March 1, 2005 and prior to July 1, 2005, as such costs occur, but may defer payment of fifty percent (50%) of those costs until March 31, 2006 and (c) Licensee will pay all patent costs incurred by and invoiced to The Regents after July 1, 2005, as such costs occur. Prosecution includes interferences, oppositions and any other inter partes matters originating in consultation with the Parties’ respective patent counsel, shall agree upon a patent office. Licensee must send payment to The Regents within thirty (30) days of Licensee’s receipt of an invoice. 7.3 Licensee has the right to request patent protection on the Invention in foreign countries if the rights are available. Licensee must notify The Regents of its decision within eight (8) months of the filing policy with respect of the corresponding United States patent application. This notice must be in writing and must identify the countries desired. The absence of this notice from Licensee to Collaboration Products. In additionThe Regents will be considered an election not to secure foreign rights. 7.4 Eight (8) months after the filing of the corresponding United States application, from time but not sooner, The Regents will have the right to time, the Joint Steering Committee shall determine, in accordance with such policy, whether and in what jurisdictions file patent applications should at its own expense in any country which Licensee has not identified in written notice provided by Paragraph 7.3. These applications and resulting patents will not be filed subject to this Agreement. 7.5 Licensee’s obligation to underwrite and to pay all United States and foreign patent costs will continue for as long as this Agreement remains in effect. Licensee may terminate its obligations with respect to any Know-How or Inventions included in the TOPOTARGET Licensed Technology, TOPOTARGET Collaboration Technology, CURAGEN Collaboration Technology, and Joint Collaboration Technology. (b) Following a determination by the Joint Steering Committee that a given patent application should be filed with respect or patent upon three (3) months written notice to any Know-How or Inventions included in the TOPOTARGET Licensed Technology or TOPOTARGET Collaboration Technology, TOPOTARGET, through outside patent counsel (including, without limitation, foreign patent counsel and agents) reasonably acceptable to CURAGEN and TOPOTARGET, shall promptly file a patent application with respect thereto in the jurisdiction(s) selected by the Joint Steering Committee, and thereafter TOPOTARGET shall prosecute such application and maintain any letters patent issuing therefrom. TOPOTARGET shall take all such actions in consultation with CURAGEN and its patent counsel and shall keep CURAGEN apprised as to the status of all pending patent applicationsThe Regents. The Regents will use its best efforts to curtail patent costs of filing, prosecuting and maintaining any Patents chargeable to Licensee under this Section 6.4(b) in the Territory shall be borne solely by TOPOTARGETAgreement after this notice is received from Licensee. To the extent that TOPOTARGET disagrees with any such filing, The Regents may continue prosecution or maintenance of a these application(s) or patent(s) at its sole discretion and expense, and Licensee will have no further rights or licenses to them. 7.6 The Regents will use its best efforts to not allow any Regents’ Patent under this Section 6.4(b) Rights for which Licensee is licensed and such actions are required by is underwriting the Joint Steering Committeecosts of to lapse or become abandoned without Licensee’s authorization or reasonable notice, the associated costs and fees shall be borne solely by CURAGEN and such Patents shall be assigned to CURAGEN and shall no longer be deemed TOPOTARGET Licensed Technology or TOPOTARGET Collaboration Technology, as relevant, provided that, solely with respect to Patents on TOPOTARGET Collaboration Technology, such Patents shall be included within the CURAGEN Collaboration Technology except for the purpose filing of continuations, divisionals, or the license granted to TOPOTARGET pursuant to Section 7.4like which substitute for the lapsed application. (c) Following a determination by the Joint Steering Committee that a patent application should be filed with respect to any Know-How or Inventions included in any CURAGEN Collaboration Technology, CURAGEN shall promptly file a patent application with respect thereto in the jurisdiction(s) selected by the Joint Steering Committee, and thereafter CURAGEN shall prosecute such application and maintain any letters patent issuing therefrom. CURAGEN shall take all such actions in consultation with TOPOTARGET and its patent counsel and shall keep TOPOTARGET apprised as to the status of all pending patent applications. The costs of filing, prosecuting and maintaining any Patents under this Section 6.4(c) shall be borne solely by CURAGEN. (d) Following a determination by the Joint Steering Committee that a patent application should be filed with respect to a any Know-How or Invention included in the Joint Collaboration Technology, CURAGEN shall promptly file a patent application with respect thereto, in the Parties’ joint names, in the jurisdiction(s) selected by the Joint Steering Committee, and thereafter CURAGEN shall prosecute such application and maintain any letters patent issuing therefrom. CURAGEN shall take all such actions in consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of all pending patent applications. The costs of filing, prosecuting and maintaining any Patents under this Section 6.4(d) shall be shared equally by the Parties.

Patent Filing Prosecution and Maintenance. Subject to the other terms and conditions of this Amended Agreement (a) Reasonably promptly after including the Effective Date remainder of this Section 6.2), during the Joint Steering Committeeterm of this Amended Agreement, Genentech shall be responsible for the filing, prosecution and maintenance of all Licensed Patent Rights, in consultation with VaxGen, and VaxGen agrees to reimburse all reasonable costs and expenses incurred by Genentech for the Parties’ respective benefit of VaxGen hereunder within 30 days of receipt of an invoice from Genentech setting forth such costs and expenses, including a reasonable apportionment of such costs and expenses for patent counselapplications and patents within the Licensed Patent Rights that contain claims outside of or overlapping with the scope of rights licensed to VaxGen under this Amended Agreement (hereinafter, "Broad Claims"). Genentech shall agree upon keep VaxGen informed of the status of filing, prosecution and maintenance of Licensed Patent Rights in each country in the Territory, by: (i) providing VaxGen with a copy of each patent filing policy application filed by Genentech hereunder promptly after filing; (ii) for each patent application and patent hereunder that contains Broad Claims, providing VaxGen with respect Genentech's reasonable apportionment of out-of-pocket costs and expenses to Collaboration Productsdate and on a going-forward basis therefore, which VaxGen may review with Genentech as reasonably requested; (iii) updating VaxGen on a regular basis (and in any event not less frequently than annually) regarding the status of the patent applications and patents within the Licensed Patent Rights by providing VaxGen with a then-current version of Exhibit A to this Amended Agreement and reviewing it with VaxGen as reasonably requested; and (iv) notifying VaxGen of any interference, opposition, re-examination request, nullity proceeding, appeal or other interparty action or reissuance proceeding involving the Licensed Patent Rights. In addition, from time to time, the Joint Steering Committee Genentech shall determine, determine in accordance its sole discretion. but with such policyconsultation with VaxGen as provided herein, whether and in what jurisdictions patent applications should be filed or not to file, perfect, prosecute, maintain or take or not take any other action with respect to any Know-How or Inventions included in the TOPOTARGET Licensed Technology, TOPOTARGET Collaboration Technology, CURAGEN Collaboration Technology, and Joint Collaboration Technology. (b) Following a determination by the Joint Steering Committee that a patent application should be filed with respect to any Know-How or Inventions included patent within the Licensed Patent Rights generally or in a particular country or territory within the TOPOTARGET Licensed Technology or TOPOTARGET Collaboration Technology, TOPOTARGET, through outside patent counsel Territory (including, without limitation, foreign patent counsel any interference, opposition, re-examination request, nullity proceeding, appeal or other inter-party action or reissuance proceeding involving the Licensed Patent Rights). However, if Genentech desires to take (or not take) any such action but VaxGen is not prepared to reimburse Genentech therefor as required hereunder, in such case Genentech shall be free to take (or not take) such action at its sole cost and agents) reasonably acceptable expense and, on notice from Genentech to CURAGEN and TOPOTARGETVaxGen, shall promptly file a patent application with respect thereto in the jurisdiction(s) selected by the Joint Steering Committee, and thereafter TOPOTARGET shall prosecute such application and maintain any letters patent issuing therefrom. TOPOTARGET shall take all such actions in consultation with CURAGEN and its patent counsel and shall keep CURAGEN apprised as rights licensed to the status of all pending patent applications. The costs of filing, prosecuting and maintaining any Patents VaxGen under this Section 6.4(b) in the Territory shall be borne solely by TOPOTARGET. To the extent that TOPOTARGET disagrees with any such filingAmended Agreement, prosecution or maintenance of a Patent under this Section 6.4(b) and such actions are required by the Joint Steering Committee, the associated costs and fees shall be borne solely by CURAGEN and such Patents shall be assigned to CURAGEN and shall no longer be deemed TOPOTARGET Licensed Technology or TOPOTARGET Collaboration Technology, as relevant, provided that, solely with respect to Patents on TOPOTARGET Collaboration Technologysuch patent application or patent shall return to Genentech and thereafter be excluded from the Licensed Patent Rights; provided, such Patents however, that VaxGen shall be included within the CURAGEN Collaboration Technology for the purpose of the license granted entitled to TOPOTARGET pursuant relicense such rights later on terms to Section 7.4. (c) Following a determination be agreed upon by the Joint Steering Committee Parties. The foregoing shall not preclude Genentech from licensing such rights to a third party in the interim; provided, however, that Genentech shall notify VaxGen if Genentech is interested in licensing such rights and VaxGen shall have a patent application should be filed right of first negotiation with respect to such rights for thirty (30) days from such notice from Genentech. Furthermore, if Genentech in its sole discretion elects not to file, perfect, prosecute, maintain or take any other action with respect to any Know-How or Inventions included in any CURAGEN Collaboration Technology, CURAGEN shall promptly file a patent application with respect thereto or patent within the Licensed Patent Rights generally or in a particular country or territory within the jurisdiction(s) selected by Territory (including, without limitation, any interference, opposition, reexamination request, nullity proceeding, appeal or other inter-party action or reissuance proceeding involving the Joint Steering CommitteeLicensed Patent Rights), VaxGen may elect to take such action at its own expense. Genentech shall provide reasonable assistance to VaxGen and thereafter CURAGEN shall prosecute execute such application and maintain any letters patent issuing therefrom. CURAGEN shall take all such actions necessary documents as VaxGen may request in consultation with TOPOTARGET and its patent counsel and shall keep TOPOTARGET apprised as to the status of all pending patent applications. The costs of filingconnection therewith, prosecuting and maintaining any Patents under this Section 6.4(c) shall be borne solely by CURAGENat VaxGen's expense. (d) Following a determination by the Joint Steering Committee that a patent application should be filed with respect to a any Know-How or Invention included in the Joint Collaboration Technology, CURAGEN shall promptly file a patent application with respect thereto, in the Parties’ joint names, in the jurisdiction(s) selected by the Joint Steering Committee, and thereafter CURAGEN shall prosecute such application and maintain any letters patent issuing therefrom. CURAGEN shall take all such actions in consultation with TOPOTARGET and shall keep TOPOTARGET apprised as to the status of all pending patent applications. The costs of filing, prosecuting and maintaining any Patents under this Section 6.4(d) shall be shared equally by the Parties.

Patent Filing Prosecution and Maintenance. (a) Reasonably promptly after Pursuant to Section 3.2 of the Effective Date the Joint Steering CommitteeEinstein Agreement, in consultation with the Parties’ respective Licensor shall control national phase prosecution and maintenance of patent counselapplication number PCT/US2018/017524 filed February 9, shall agree upon a patent filing policy with respect to Collaboration Products. In addition2018 and any divisionals, from time to time, the Joint Steering 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 TOPOTARGET Licensed Technology, TOPOTARGET Collaboration Technology, CURAGEN Collaboration Technologycontinuations, and Joint Collaboration Technology. (b) Following a determination by continuations-in-part of said patent in all jurisdictions and covering all disclosed subject matter, including but not limited to subject matter within the Joint Steering Committee that a Field. Regarding any other patent or patent application should that might become a Licensed Patent Right—and subject to the other terms of this Section 6.1—Licensee shall be filed with respect to any Know-How or Inventions included in the TOPOTARGET responsible for controlling, preparing, filing, prosecuting, obtaining and maintaining, at its sole cost, expense and discretion, all Licensed Technology or TOPOTARGET Collaboration Technology, TOPOTARGET, through outside patent counsel Patent Rights (including, without limitation, foreign the composition of matter patents and applications covering the composition of matter of the Licensed Product), in the Territory after the Effective Date, using patent counsel and agents) reasonably acceptable to CURAGEN Licensor. Licensor shall be responsible and TOPOTARGETshall pay for all such costs incurred, or amounts due and outstanding prior to the Effective Date. In connection with the foregoing, Licensee shall promptly file a patent application with respect thereto in (i) keep Licensor reasonably informed of the jurisdiction(scourse of the prosecution and maintenance of Licensed Patent Rights and (ii) selected by the Joint Steering Committeereasonably consider Licensor’s comments regarding such matters, and thereafter TOPOTARGET shall prosecute such application and maintain any letters patent issuing therefrom(iii) reasonably endeavor to undertake all suggestions by Licensor that are not unreasonable. TOPOTARGET shall take all such actions in consultation with CURAGEN and its patent counsel and shall keep CURAGEN apprised as to the status Until expiration of all pending patent applications. The costs of filing, prosecuting and maintaining any Patents under this Section 6.4(b) in the Territory shall be borne solely by TOPOTARGET. To the extent that TOPOTARGET disagrees with any such filing, prosecution or maintenance of a Patent under this Section 6.4(b) and such actions are required by the Joint Steering Committee, the associated costs and fees shall be borne solely by CURAGEN and such Patents shall be assigned to CURAGEN and shall no longer be deemed TOPOTARGET Licensed Technology or TOPOTARGET Collaboration Technology, as relevant, provided that, solely with respect to Patents on TOPOTARGET Collaboration Technology, such Patents shall be included within the CURAGEN Collaboration Technology for the purpose of the license granted to TOPOTARGET pursuant to Section 7.4. (c) Following a determination by the Joint Steering Committee that a patent application should be filed with respect to any Know-How or Inventions included in any CURAGEN Collaboration Technology, CURAGEN shall promptly file a patent application with respect thereto in the jurisdiction(s) selected by the Joint Steering Committee, and thereafter CURAGEN shall prosecute such application and maintain any letters patent issuing therefrom. CURAGEN shall take all such actions in consultation with TOPOTARGET and its patent counsel and shall keep TOPOTARGET apprised as to the status of all pending patent applications. The costs of filing, prosecuting and maintaining any Patents under this Section 6.4(c) shall be borne solely by CURAGEN. (d) Following a determination by the Joint Steering Committee that a patent application should be filed Licensee’s Expansion Rights with respect to a particular Indication, Licensor shall keep Licensee reasonably informed of the course of the prosecution and maintenance of patents and patent applications now or hereafter owned or Controlled by Licensor relating to any Know-How or Invention included Licensed Product outside the Field and shall reasonably consider Licensee’s comments, and in the Joint Collaboration Technologyevent that Licensee does not obtain a license for Licensed Products outside the Field, CURAGEN shall promptly file a patent application thereafter keep Licensee reasonably informed with respect theretoto such patents and patent applications, in other than those having applicability solely outside the Parties’ joint namesField as to which Licensee has previously elected not to obtain a license. Similarly, in for any patents and patent applications related to any Licensed Product now or hereafter owned or Controlled by Licensor outside of the jurisdiction(s) selected by Territory, Licensor shall keep Licensee reasonably informed of the Joint Steering Committee, course of the prosecution and thereafter CURAGEN shall prosecute maintenance of such application patents and maintain any letters patent issuing therefrom. CURAGEN shall take all such actions in consultation with TOPOTARGET applications and shall keep TOPOTARGET apprised reasonably consider Licensee’s comments. Licensor shall have responsibility for patent costs for patents that are primarily related to Licensed Products outside the Field (including related formulation patents) and outside of the Territory. In the event that Licensee obtains an option or license for Licensed Products that are outside the Field or outside of the Territory as to of the status Effective Date, the Parties will agree upon appropriate treatment of all pending and responsibility for patent applications. The costs for such patents at the time of filing, prosecuting and maintaining any Patents under this Section 6.4(d) shall be shared equally by the PartiesField or Territory expansion.