Common use of Patent Maintenance Clause in Contracts

Patent Maintenance. (a) Inspire shall have full responsibility for, and shall control the preparation and prosecution of, all patent applications and the maintenance of all patents relating to the Licensed Technology (including the Patents) throughout the Territory. In connection therewith, Inspire shall consult with Santen in order to assure that all future filings with respect to the Patents are made in a timely manner and identify the relevant countries in the Territory, to the extent that Inspire can do so. Inspire shall pay all costs and expenses of filing, prosecuting and maintaining the Patents and the patents covering Inventions owned by Inspire in the Territory. Notwithstanding the foregoing, Inspire shall not have the right to file patent applications or maintain patents for Inventions solely owned by Santen, regardless of whether such Inventions relate to the Licensed Technology. (b) Inspire shall select qualified independent patent counsel to file and prosecute all patent applications pursuant to Section 9.2(a). Inspire shall provide copies to Santen of any filings made to, and written communications received from, any patent office relating, in whole or in part, to the Licensed Claims. (c) Each Party agrees promptly to provide to the other Party a complete written disclosure of any Invention made by such Party. Inspire shall determine whether any Invention owned solely by Inspire or jointly by Inspire and Santen is patentable and whether filing a patent application is economically justifiable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such Invention. If Inspire elects not to file patent applications for any Invention owned jointly by the Parties, Santen shall have the right to file and prosecute patent applications for such Joint Inventions in any country in which Inspire elects not to file for patent protection. Santen shall determine whether any Invention owned solely by Santen is patentable and whether filing a patent application is economically justifiable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such Invention. (d) Inspire and Santen shall share all costs and expenses of filing, prosecuting and maintaining patents covering Inventions owned jointly by Santen and Inspire in the Territory. If either Party elects not to pay for: (i) the filing of a patent application in the Territory on any such Patent or Invention which the other Party reasonably believes is patentable, or (ii) the further prosecution or maintenance of any such Patent or Invention in the Territory, or (iii) the filing of any divisional or continuing patent application based on any Patent or Invention in the Territory, such Party shall notify the other Party in a timely manner and the other Party may do so at its own expense. In such event, such patent or application in the Territory shall be assigned by such Party to the other Party, all of such assigning Party's rights in such patent or application in the Territory shall cease, and, in the case where Santen is the assigning Party, the licenses granted to Santen under Section 5 shall be deemed to cover such patent or application. (e) Each Party agrees to cooperate with the other Party to execute all lawful papers and instruments, to make all rightful oaths and declarations and to provide consultation and assistance as may be necessary in the preparation, prosecution, maintenance and enforcement of all such patents and patent applications.

Patent Maintenance. (a) Inspire shall have full responsibility for, and shall control the preparation and prosecution of, all patent applications and the maintenance of all patents relating to the Licensed Technology (including the Patents) throughout the Territory. In connection therewith, Inspire shall consult with Santen in order to assure that all future filings with respect to the Patents are made in a timely manner and identify the relevant countries in the Territory, to the extent that Inspire can do so. Inspire shall pay all costs and expenses of filing, prosecuting and maintaining the Patents and the patents covering Inventions owned by Inspire in the Territory. Notwithstanding the foregoing, Inspire shall not have the right to file patent applications or maintain patents for Inventions solely owned by Santen, regardless of whether such Inventions relate to the Licensed Technology. (b) Inspire shall select qualified independent patent counsel to file and prosecute all patent applications pursuant to Section 9.2(a). Inspire shall provide copies to Santen Kissei of any filings made to, and written communications received from, any patent office relating, in whole or in part, to the Licensed Claims. (c) Each Party agrees promptly to provide to the other Party a complete written disclosure of any Invention made by such Party. Inspire shall determine whether any Invention owned solely by Inspire or jointly by Inspire and Santen Kissei is patentable and whether filing a patent application is economically justifiablepatentable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such Invention. If Inspire elects not to file patent applications for any Invention owned jointly by the Parties, Santen shall have the right to file and prosecute patent applications for such Joint Inventions in any country in which Inspire elects not to file for patent protection. Santen Kissei shall determine whether any Invention owned solely by Santen Kissei is patentable and whether filing a patent application is economically justifiablepatentable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such Invention. (d) Inspire and Santen Kissei shall share all costs and expenses of filing, prosecuting and maintaining the Patents and the patents covering Inventions owned jointly by Santen Kissei and Inspire in the Territory. If either Party elects not to pay for: (i) the filing of a patent application in the Territory on any such Patent or Invention which the other Party reasonably believes is patentable, or (ii) the further prosecution or maintenance of any such Patent or Invention in the Territory, or (iii) the filing of any divisional or continuing patent application based on any Patent or Invention in the Territory, such Party shall notify the other Party in a timely manner and the other Party may do so at its own expense. In such event, such patent or application in the Territory shall be assigned by such Party to the other Party, all of such assigning Party's rights in such patent or application in the Territory shall cease, and, in the case where Santen Kissei is the assigning Party, the licenses license granted to Santen Kissei under Section 5 5.2 with respect thereto shall be deemed to cover such patent or applicationterminate. (e) Each Party agrees to cooperate with the other Party to execute all lawful papers and instruments, to make all rightful oaths and declarations and to provide consultation and assistance as may be necessary in the preparation, prosecution, maintenance maintenance, and enforcement of all such patents and patent applicationspatents.

Patent Maintenance. (a) Inspire Scynexis shall have full responsibility for, and shall control the be responsible to R-Pharm for preparation and prosecution of, of all patent applications and the maintenance of all patents relating to the Licensed Technology (including the Patents) throughout the Territory, it being acknowledged and agreed that such prosecution and maintenance may be performed and/or be managed by Merck, the current owner of the Patents. In connection therewith, Inspire Scynexis shall consult with Santen R-Pharm in order to assure that all future filings with respect to the Patents are made in a timely manner and identify the relevant countries in the Territory, to the extent that Inspire Scynexis can do so. Inspire Scynexis shall pay pay, or cause to be paid, all costs and expenses of filing, prosecuting and maintaining the Patents and the patents covering Inventions owned by Inspire Scynexis in the Territory. Notwithstanding the foregoing, Inspire shall not have the right to file patent applications or maintain patents for Inventions solely owned by Santen, regardless of whether such Inventions relate to the Licensed Technology. (b) Inspire shall select qualified independent patent counsel to file and prosecute all patent applications pursuant to Section 9.2(a). Inspire shall provide copies to Santen In connection with the development of any filings made to, and written communications received from, any patent office relatingthe Compound and/or the Product, in whole or in partthe Territory, to the Licensed Claims. (c) Each each Party agrees promptly to provide to the other Party a complete written disclosure of any Invention made by such Party. Inspire The Territory Development Committee shall determine whether any Invention owned solely by Inspire or jointly by Inspire Scynexis and Santen R-Pharm is patentable and whether filing a patent application is economically justifiable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such Invention. If Inspire elects not to file patent applications for any Invention owned jointly by the Parties, Santen shall have the right to file and prosecute patent applications for such Joint Inventions in any country in which Inspire elects not to file for patent protection. Santen R-Pharm shall determine whether any Invention owned solely by Santen R-Pharm is patentable and whether filing a patent [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended. application is economically justifiable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such Invention. Scynexis shall determine whether any Invention owned solely by Scynexis is patentable and whether filing a patent application is economically justifiable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such Invention. (d) Inspire and Santen shall share all costs and expenses of filing, prosecuting and maintaining patents covering Inventions owned jointly by Santen and Inspire in the Territory. If either Party elects not to pay for: (i) the filing of a patent application in the Territory on any such Patent or Invention which the other Party reasonably believes is patentable, or (ii) the further prosecution or maintenance of any such Patent or Invention in the Territory, or (iii) the filing of any divisional or continuing patent application based on any Patent or Invention in the Territory, such Party shall notify the other Party in a timely manner and the other Party may do so at its own expense. In such event, such patent or application in the Territory shall be assigned by such Party to the other Party, all of such assigning Party's rights in such patent or application in the Territory shall cease, and, in the case where Santen is the assigning Party, the licenses granted to Santen under Section 5 shall be deemed to cover such patent or application. (e) Each Party agrees to cooperate with the other Party to execute all lawful papers and instruments, to make all rightful oaths and declarations and to provide consultation and assistance as may be necessary in the preparation, prosecution, maintenance and enforcement of all such patents and patent applications.

Patent Maintenance. (a) Inspire Genesis shall have full responsibility for, and shall control the preparation and prosecution of, all patent applications and the maintenance of all patents relating to the Licensed Technology (including the Patents) Patents throughout the Territory. In connection therewith, Inspire during the term of this Agreement, Genesis shall consult with Santen SVI in order to assure that all future filings with respect to the Patents are made in a timely manner and identify the relevant countries in the Territory, to the extent that Inspire Genesis can do so. Inspire SVI shall provide guidance to Genesis regarding which countries it wishes to have Genesis aggressively file in for patent protection. Genesis shall pay all costs and expenses of filing, prosecuting and maintaining the Patents and the patents covering Inventions Improvements owned by Inspire Genesis in the Territory. Notwithstanding the foregoing, Inspire Genesis shall not have the right to file patent applications or maintain patents for Inventions Improvements solely owned by Santen, regardless of whether such Inventions relate to the Licensed TechnologySVI. (b) Inspire Genesis shall select qualified independent patent counsel who shall be reasonably acceptable to SVI to file and prosecute all patent applications pursuant to Section 9.2(a8.2(a). Inspire Genesis shall provide copies to Santen SVI of any filings made to, and written communications received from, any patent office relating, in whole or in part, to the Licensed ClaimsPatents. (c) Each Party agrees promptly to provide to the other Party a complete written disclosure of any Invention Improvement made by such Party. Inspire Genesis shall determine whether any Invention Improvement owned solely by Inspire Genesis or jointly by Inspire Genesis and Santen SVI is patentable and whether filing a patent application is economically justifiable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such InventionImprovement. If Inspire Genesis elects not to file patent applications for any Invention Improvement owned jointly by the Parties, Santen SVI shall have the right to file and prosecute patent applications for such Joint Inventions joint Improvements in any country in which Inspire Genesis elects not to file for patent protection. Santen SVI shall determine whether any Invention Improvement owned solely by Santen SVI is patentable and whether filing a patent application is economically justifiable, and if so, shall proceed with the preparation preparation, prosecution and prosecution maintenance of a patent application covering any such InventionImprovement. (d) Inspire Genesis and Santen SVI shall share all costs and expenses of filing, prosecuting and maintaining patents covering Inventions Improvements owned jointly by Santen SVI and Inspire in the TerritoryGenesis. If either Party elects not to pay for: (i) the filing of a patent application in the Territory on any such Patent or Invention Improvement which the other Party reasonably believes is patentable, or (ii) the further prosecution or maintenance of any such Patent or Invention Improvement in the Territory, or (iii) the filing of any divisional or continuing patent application based on any Patent or Invention Improvement in the Territory, such Party shall notify the other Party in a timely manner and the other Party may do so at its own expense. In such event, such patent or application in the Territory shall be assigned by such Party to the other Party, all of such assigning Party's rights in such patent or application in the Territory shall cease, and, in the case where Santen is the assigning Party, the licenses granted to Santen under Section 5 shall be deemed to cover such patent or application. (e) Each Party agrees to cooperate with the other Party to execute all lawful papers and instruments, to make all rightful oaths and declarations and to provide consultation and assistance as may be necessary in the preparation, prosecution, maintenance and enforcement of all such patents and patent applications.

Patent Maintenance. (a) Inspire shall have full responsibility for7.2.1 deCODE agrees to file, prosecute and shall control the preparation and prosecution of, all patent applications and the maintenance of all patents relating to the Licensed Technology (including the Patents) throughout the Territory. In connection therewith, Inspire shall consult with Santen in order to assure that all future filings with respect to the Patents are made in a timely manner and identify the relevant countries maintain in the Territory, to the extent that Inspire can do so. Inspire shall pay all costs and expenses of filingupon appropriate consultation with Merck, prosecuting and maintaining the Patents and Collaboration Patents owned in whole or in part by deCODE and licensed to Merck under this Agreement; provided, however, with respect to Joint Patents, Merck shall have the patents covering Inventions owned by Inspire in the Territoryfirst right to file patent applications for such Joint Patents. Notwithstanding the foregoingWith respect to deCODE Collaboration Patents, Inspire deCODE may elect not to file and if so Merck shall not have the right to file patent applications or maintain patents for Inventions solely owned by Santenapplications. In each case, regardless the filing Party shall give the non-filing Party an opportunity to review the text of whether such Inventions relate the application before filing, shall consult with the non-filing Party with respect thereto, and shall supply the non-filing Party with a copy of the application as filed, together with notice of its filing date and serial number. Each Party shall keep the other advised of the status of the actual and prospective patent filings and upon the request, provide advance copies of any papers related to the Licensed Technologyfiling, prosecution and maintenance of such patent filings. With respect to all filings hereunder, the filing Party shall be responsible for payment for all costs and expenses related to such filings. (b) Inspire shall 7.2.2 Each Party may select qualified independent patent counsel to file and prosecute all patent applications for which it has responsibility pursuant to Section 9.2(a)Section 7.2.1. Inspire The Party making the filing shall provide copies to Santen the other Party of any filings made to, and written communications received from, any patent office relating, in whole or in part, to the Licensed ClaimsPatents and Collaboration Patents. (c) Each Party agrees promptly to provide to the other Party a complete written disclosure of any Invention made by such Party. Inspire shall determine whether any Invention owned solely by Inspire or jointly by Inspire 7.2.3 deCODE and Santen is patentable and whether filing a patent application is economically justifiable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such Invention. If Inspire elects not to file patent applications for any Invention owned jointly by the Parties, Santen shall have the right to file and prosecute patent applications for such Joint Inventions in any country in which Inspire elects not to file for patent protection. Santen shall determine whether any Invention owned solely by Santen is patentable and whether filing a patent application is economically justifiable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such Invention. (d) Inspire and Santen Merck shall share all costs and expenses of filing, prosecuting and maintaining patents covering Inventions owned jointly by Santen and Inspire in the Territory. Joint Patents. 7.2.4 If either Party elects not to pay for: (i) the filing of a patent application in any country in the Territory on any such Patent or Collaboration Invention which the other Party reasonably believes is patentable, or (ii) the further prosecution or maintenance of any such Patent or Invention application in any country in the Territory, or (iii) the filing of any divisional or continuing patent application based on any Patent or Invention such application in any country in the Territory, such Party shall notify the other Party in a timely manner and the other Party may do so at its own expense. In such event, such patent or Collaboration Invention and application in such country of the Territory shall be assigned by such Party to the other Party, all of such assigning Party's rights in such patent or Collaboration Invention and application in such country in the Territory shall cease, and, in the case where Santen is the assigning Party, the licenses granted to Santen under Section 5 shall be deemed to cover such patent or application. (e) 7.2.5 Each Party agrees to cooperate with the other Party to execute all lawful papers and instruments, to make all rightful oaths and declarations and to provide consultation and assistance as may be necessary in the preparation, prosecution, maintenance maintenance, and enforcement of all such patents and patent applicationspatents.

Patent Maintenance. (a) Inspire shall have full responsibility for, and shall control the preparation and prosecution of, all patent applications and the maintenance of all patents relating to the Licensed Technology (including the Patents) throughout the Territory. In connection therewith, Inspire shall consult with Santen Kirin in order to assure that all future filings with respect to the Patents are made in a timely manner and identify the relevant countries in the Territory, to the extent that Inspire can do so. Kirin shall provide guidance to Inspire regarding which countries it wishes to have Inspire aggressively file in for patent protection. Inspire shall pay all costs and expenses (including attorneys' fees) of filing, prosecuting and maintaining the Patents and the patents covering Inventions owned by Inspire in the Territory. Notwithstanding the foregoing, Inspire shall not have the right to file patent applications or maintain patents for Inventions solely owned by SantenKirin, regardless of whether such Inventions relate to the Licensed Technology. (b) Inspire shall select qualified independent patent counsel to file and prosecute all patent applications pursuant to Section 9.2(a). Inspire shall provide copies to Santen Kirin of any filings made to, and written communications received from, any patent office relating, in whole or in part, to the Licensed Claims. (c) Each Party agrees promptly to provide to the other Party a complete written disclosure of any Invention made by such Party. Inspire shall determine whether any Invention owned solely by Inspire or jointly by Inspire and Santen Kirin is patentable and whether filing a patent application is economically justifiable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such Invention. If Inspire elects not to file patent applications for any Invention owned jointly by the Parties, Santen Inspire shall notify Kirin of such election sufficiently in advance of the filing deadline for such Invention to allow Kirin to file a patent application for such Invention. Kirin shall have the right to file and prosecute patent applications for such Joint joint Inventions in any country in which Inspire elects not to file for patent protection. Santen Prior to any such filing deadline for any such joint Invention, neither Party will take any action that would preclude either Party from obtaining patent protection for such joint Invention. Kirin shall determine whether any Invention owned solely by Santen Kirin is patentable and whether filing a patent application is economically justifiable, and if so, shall proceed with the preparation and prosecution of a patent application covering any such Invention. (d) Inspire and Santen Kirin shall share all costs and expenses (including attorneys' fees) of filing, prosecuting and maintaining patents worldwide covering Inventions which are owned jointly by Santen Kirin and Inspire in the TerritoryInspire. If either Party elects not to pay for: (i) the filing of a patent application in the Territory on any such Patent or Invention for which the Parties are sharing costs and expenses and which the other Party reasonably believes is patentable, or (ii) the further prosecution or maintenance of any such Patent or Invention in for which the TerritoryParties have agreed to share costs and expenses pursuant to the first sentence of this Section, or (iii) the filing of any divisional or continuing patent application based on any Patent or Invention in for which the TerritoryParties have agreed to share costs and expenses pursuant to the first sentence of this Section, such Party shall notify the other Party in a timely manner and the other Party may do so at its own expense. In such event, such patent or application in the Territory shall be assigned by such Party to the other Party, all of such assigning Party's rights in such patent or application in the Territory shall cease, and, in the case where Santen Kirin is the assigning Party, the licenses granted to Santen Kirin under Section 5 shall be deemed with respect to cover such patent or applicationapplication shall terminate. (e) Each Party agrees to cooperate with the other Party to execute all lawful papers and instruments, to make all rightful oaths and declarations and to provide consultation and assistance as may be necessary in the preparation, prosecution, maintenance and enforcement of all such patents and patent applications.