Common use of Patent Prosecution Clause in Contracts

Patent Prosecution. The Parties expect that patent applications will be filed as required to secure suitable Patent Rights covering Alliance Compounds and inventions that are within the Research Technology or are otherwise applicable to the Field. The Parties agree as follows with respect to the filing and prosecution of such applications. (a) Aventis shall be responsible for obtaining, prosecuting and/or maintaining throughout the world Patent Rights covering the Aventis Research Technology solely owned by Aventis pursuant to Section 8.1(c) (including, without limitation, any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c)) and Joint Research Technology jointly owned by Aventis and Targacept pursuant to Section 8.1(a) and shall bear all of the costs for filing, prosecuting and/or maintaining same; provided that Targacept shall reimburse Aventis for all reasonable costs actually incurred to file, prosecute and/or maintain Patent Rights covering any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c) that are incurred after the effective date of Targacept’s license thereof. Targacept shall be responsible for obtaining, prosecuting and/or maintaining throughout the world Patent Rights covering Targacept Research Technology solely owned by Targacept pursuant to Section 8.1(b) and shall bear all of the costs for filing, prosecuting and/or maintaining same. (b) Each Party shall regularly provide the other Party with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the other Party. In addition, such filing Party shall provide the other Party and its patent counsel with an opportunity to consult with the Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the other Party and its patent counsel shall be taken into reasonable consideration by such Party and its legal counsel in connection with such filing. Each Party shall also provide the other Party with copies of any patentability search reports made by patent counsel with respect to inventions in the Research Technology, including patents located, a copy of each patent application, and each patent that issues thereon. (c) If Aventis elects not to pursue obtaining or prosecuting of Patent Rights, or to support the PCT International filing or the continued prosecution or maintenance of any Patent Rights, in a particular country for which it has the initial right or obligation to file pursuant to Section 8.2(a), then it shall notify Targacept promptly in writing and in sufficient time to enable Targacept to meet any applicable deadlines. Without limiting the generality of the foregoing, with respect to any Patent Rights scheduled for international filing with respect to such country, Aventis shall notify Targacept in writing at least ninety (90) days before the date required for the convention year filing of such patent application or any other deadline date by which an action must be taken to establish or preserve patent rights in such country. Targacept shall then have the right, but not the obligation, to pursue the filing or support the continued prosecution or maintenance of such Patent Rights, at its expense, in such country. If Targacept does so elect to pursue such filing or continue such support, then it shall notify Aventis of such election, and Aventis shall (i) reasonably cooperate with Targacept in this regard, and (ii) promptly release or assign, as the case may be, to Targacept, without consideration, all right, title and interest in such Patent Rights in such country.

Patent Prosecution. The Parties expect that Each Party shall be solely responsible for the preparation, filing prosecution and maintenance of Patent Rights owned or Controlled by such Party, subject to the following: (a) [***] Manufacturing Patent Rights, Joint [***] Manufacturing Improvement Patent Rights and LICENSEE [***] Manufacturing Improvement Patent Rights. (i) As between the Parties, AGTC shall, at its own expense, prepare, file, prosecute and maintain all [***] Manufacturing Patent Rights, Joint [***] Manufacturing Improvement Patent Rights and LICENSEE [***] Manufacturing Improvement Patent Rights, in all countries determined by AGTC, after consultation with LICENSEE. AGTC shall keep LICENSEE advised on the status of the prosecution of all patent applications will be filed as required to secure suitable included within such Patent Rights covering Alliance Compounds and inventions that are the maintenance of any issued patents included within the Research Technology or are otherwise applicable to the Fieldsuch Patent Rights. The Parties agree as follows Further, AGTC shall consult and reasonably cooperate with LICENSEE with respect to the filing preparation, filing, prosecution and prosecution maintenance of such applicationsPatent Rights, including: (i) allowing LICENSEE a reasonable opportunity and reasonable time to review and comment regarding such drafts before any applicable filings are submitted to any relevant patent office or Governmental Authority; and (ii) considering in good faith any reasonable comments offered by LICENSEE in any final filings submitted by AGTC to any relevant patent office or Governmental Authority, to the extent such comments are intended to prevent any detrimental effect on the prosecution and maintenance of any Patent Rights owned or controlled by LICENSEE. (a) Aventis shall be responsible for obtaining, prosecuting and/or maintaining throughout the world Patent Rights covering the Aventis Research Technology solely owned by Aventis pursuant to Section 8.1(c) (including, without limitation, any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c)) and Joint Research Technology jointly owned by Aventis and Targacept pursuant to Section 8.1(a) and shall bear all of the costs for filing, prosecuting and/or maintaining same; provided that Targacept shall reimburse Aventis for all reasonable costs actually incurred to file, prosecute and/or maintain Patent Rights covering any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c) that are incurred after the effective date of Targacept’s license thereof. Targacept shall be responsible for obtaining, prosecuting and/or maintaining throughout the world Patent Rights covering Targacept Research Technology solely owned by Targacept pursuant to Section 8.1(b) and shall bear all of the costs for filing, prosecuting and/or maintaining same. (b) Each Party shall regularly provide the other Party with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the other Party. In addition, such filing Party shall provide the other Party and its patent counsel with an opportunity to consult with the Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the other Party and its patent counsel shall be taken into reasonable consideration by such Party and its legal counsel in connection with such filing. Each Party shall also provide the other Party with copies of any patentability search reports made by patent counsel with respect to inventions in the Research Technology, including patents located, a copy of each patent application, and each patent that issues thereon. (cii) If Aventis AGTC elects not to pursue obtaining or prosecuting of file a patent application included in the Joint [***] Manufacturing Improvement Patent Rights, or to support the PCT International filing Rights or the continued LICENSEE [***] Manufacturing Improvement Patent Rights in any country or elects to cease the prosecution or maintenance of any such Patent Rights, Right in a particular country for which it has the initial right or obligation to file pursuant to Section 8.2(a)any country, then it AGTC shall notify Targacept promptly in writing and in sufficient time to enable Targacept to meet any applicable deadlines. Without limiting the generality of the foregoingprovide LICENSEE with written notice immediately, with respect to any Patent Rights scheduled for international filing with respect to such country, Aventis shall notify Targacept in writing at least ninety but not less than thirty (9030) days before any action is required, upon the date required for decision to not file or continue the convention year filing prosecution of such patent application or maintenance of such patent. In the event AGTC has provided notice to LICENSEE as described in the preceding sentence, AGTC shall permit LICENSEE, in LICENSEE’s sole discretion, to file or continue prosecution or maintenance of any other deadline date by which an action must be taken to establish or preserve patent rights such Patent Right in such country. Targacept shall then have country at LICENSEE’s expense, provided that [***], and provided, further, that, if LICENSEE has the right, but not the obligation, right to pursue the filing file or support the continued continue prosecution or maintenance of such Patent Right, LICENSEE shall consult with AGTC with respect to the preparation, filing, prosecution and maintenance of such Patent Rights, at its expenseincluding: (a) allowing AGTC a reasonable opportunity and reasonable time to review and comment regarding such drafts before any applicable filings are submitted to any relevant patent office or Governmental Authority, (b) reflecting any reasonable comments offered by AGTC in such country. If Targacept does so elect any final filings submitted by LICENSEE to pursue such filing any relevant patent office or continue such support, then it shall notify Aventis of such election, and Aventis shall (i) reasonably cooperate with Targacept in this regard, Governmental Authority and (iic) promptly release or assign, as the case may be, not taking any position with respect to Targacept, without consideration, all right, title and interest in such Patent Right that would be reasonably likely to adversely affect the scope, validity or enforceability of any of the other Patent Rights in such countryowned or Controlled by AGTC without the prior written consent of AGTC, which consent shall not be unreasonably withheld.

Patent Prosecution. The Parties expect that patent applications will be filed as required to secure suitable Patent Rights covering Alliance Compounds and inventions that are within the Research Technology or are otherwise applicable to the Field. The Parties agree as follows with respect to the filing and prosecution of such applications. (a) Aventis Subject to Section 5.3(b), each Party shall be responsible solely responsible, at is expense, for obtaining, prosecuting and/or maintaining throughout the world Patent Rights covering the Aventis Research Technology solely prosecution and maintenance of all patents and patent applications owned by Aventis pursuant to Section 8.1(c) (including, without limitation, any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c)) and Joint Research Technology jointly owned by Aventis and Targacept pursuant to Section 8.1(a) and shall bear all of the costs for filing, prosecuting and/or maintaining same; provided that Targacept shall reimburse Aventis for all reasonable costs actually incurred to file, prosecute and/or maintain Patent Rights covering any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c) that are incurred after the effective date of Targacept’s license thereof. Targacept shall be responsible for obtaining, prosecuting and/or maintaining throughout the world Patent Rights covering Targacept Research Technology solely owned by Targacept pursuant to Section 8.1(b) and shall bear all of the costs for filing, prosecuting and/or maintaining samesuch Party. (b) Each Party Medtronic, at its expense, shall regularly have the first right (but not the obligation) to file, prosecute and maintain any patents or patent applications in the Jointly Owned Intellectual Property (“Joint Patents”). Medtronic shall reasonably consult with CardioMEMS with respect to the preparation, prosecution, and maintenance of such patent applications and patents and shall provide CardioMEMS sufficient opportunity (unless in its commercially reasonable judgment the time for response is too short to provide CardioMEMS such an opportunity) to comment on any material document that Medtronic intends to file or to cause to be filed with the relevant intellectual property or patent office. Notwithstanding the foregoing, Medtronic shall retain the right to determine strategy with respect to such filings or other Party with appropriate actions in its sole and complete discretion. Medtronic shall deliver to CardioMEMS copies of all patent applications filed hereunder documents materially related to such prosecution efforts. If Medtronic decides not to continue the prosecution or maintenance of any Joint Patent, it shall notify CardioMEMS sufficiently in advance to permit CardioMEMS to undertake such prosecution and other material submissions and correspondence with the patent officesmaintenance without a loss of rights. Following such notice, CardioMEMS may, in sufficient time to allow for review its sole discretion, take over the prosecution and comment by the other Party. In addition, maintenance of such filing Party shall provide the other Party and its patent counsel with an opportunity to consult with the Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the other Party and its patent counsel shall be taken into reasonable consideration by such Party and its legal counsel in connection with such filing. Each Party shall also provide the other Party with copies of any patentability search reports made by patent counsel with respect to inventions in the Research Technology, including patents located, a copy of each patent application, and each patent that issues thereonJoint Patent. (c) If Aventis elects not to pursue obtaining or prosecuting At the request of Patent Rights, or to support the PCT International filing or Party performing the continued prosecution or and/or maintenance of any Joint Patent Rightsunder this Section 5.3, the other Party will cooperate, in a particular country for which it has the initial right or obligation to file pursuant to Section 8.2(a), then it shall notify Targacept promptly in writing and in sufficient time to enable Targacept to meet any applicable deadlines. Without limiting the generality of the foregoing, with respect to any Patent Rights scheduled for international filing with respect to such country, Aventis shall notify Targacept in writing at least ninety (90) days before the date required for the convention year filing of such patent application or any other deadline date by which an action must be taken to establish or preserve patent rights in such country. Targacept shall then have the right, but not the obligation, to pursue the filing or support the continued prosecution or maintenance of such Patent Rights, at its expenseall reasonable ways, in connection with such countryprosecution and/or maintenance. If Targacept does so elect Each Party shall make available to pursue the other Party or its authorized attorneys, agents or representatives such filing of its employees or continue such support, then it shall notify Aventis of such election, and Aventis shall (i) reasonably cooperate with Targacept in this regard, and (ii) promptly release or assign, consultants as the case may be, other Party in its reasonable judgment deems necessary in order to Targacept, without consideration, all right, title assist such other Party with such prosecution and interest in such Patent Rights in such country.maintenance. Each Party shall sign or use commercially

Patent Prosecution. The Parties expect that patent applications will be filed as required to secure suitable Patent Rights covering Alliance Compounds and inventions that are within 9.1 Throughout the Research Technology or are otherwise applicable to the Field. The Parties agree as follows with respect to the filing and prosecution of such applications. (a) Aventis shall be responsible for obtaining, prosecuting and/or maintaining throughout the world Patent Rights covering the Aventis Research Technology solely owned by Aventis pursuant to Section 8.1(c) (including, without limitation, any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c)) and Joint Research Technology jointly owned by Aventis and Targacept pursuant to Section 8.1(a) and shall bear all life of the costs for filingrespective Intellectual Property Rights, prosecuting and/or maintaining same; provided that Targacept BG, at its own expense, shall reimburse Aventis for all reasonable costs actually incurred have the first right to file, prosecute and/or and maintain the Patent Rights covering that are included in the Existing Intellectual Property Rights (as defined in Section 2.9), Future Intellectual Property Rights (as defined in Section 2.13) and BG Biological Sample Intellectual Property Rights (as defined in Section 2.4) in the United States and any Alliance Terminated Compound licensed other jurisdiction in the world. Title to Targacept all Future Joint/Contract Intellectual Property Rights and the patents issued thereon, regardless of which party filed the corresponding application(s), shall be jointly held by BG and TNO. Each party’s rights to Future Joint/Contract Intellectual Property Rights are subject to the other party’s rights as a joint owner and the rights .and licenses granted to the other party in this Agreement. Neither party shall grant any rights to a Future Joint/Contract Intellectual Property Right to a third party which would limit any other party’s rights as a joint owner thereof except as provided for in this Agreement. With respect to Existing Intellectual Property Rights and Future Intellectual Property Rights, TNO shall have the right to review all pending applications and other proceedings and make recommendations to BG concerning them. BG agrees to keep TNO informed of the course of patent prosecution or other proceedings including providing TNO with copies of substantive communications and search reports submitted to or received from patent offices. TNO shall provide such patent consultation to BG at no cost to BG. TNO shall hold all information disclosed to it under this Section 5.2(c) that are incurred after as Confidential Information subject to the effective date provisions of Targacept’s Section 14. If BG shall elect not to file, prosecute or maintain any such Patent Right, BG shall so notify TNO in writing. TNO shall have the right to file, prosecute or maintain such Patent Right, and thereafter BG shall have only a nonexclusive license thereof. Targacept shall be responsible for obtaining, prosecuting and/or maintaining throughout in the world applicable jurisdiction as to such Patent Rights covering Targacept Research Technology solely owned by Targacept pursuant application or patent under this Agreement. BG will have no responsibility under this Agreement with respect to Section 8.1(b) and shall bear all of the costs for filing, prosecuting and/or or maintaining samePatent Rights included only in TNO Biological Sample Intellectual Property Rights. 9.2 For so long as the license granted in Section 6.1 (bExisting Intellectual Property) Each Party shall regularly provide the other Party with copies remain exclusive, payment of all patent applications filed hereunder out-of-pocket fees and costs incurred during the term of this Agreement relating to the filing, prosecution and maintenance of such Patent Rights shall be the responsibility of BG. If the license granted in Section 6.1 (Existing Intellectual Property) shall ever become nonexclusive, at BG’s option, BG may continue to file, prosecute and maintain such Patent Rights at its expense or return the responsibility for some or all of such Patent Rights to TNO. If returned to TNO, TNO shall file, prosecute and maintain such Patent Rights and BG shall reimburse TNO’s out-of-pocket fees and costs therefor on a pro rata basis with other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the other Partynonexclusive licenses. In additionthe event of termination under Section 15 on account of permanent discontinuation of BG’s business, TNO shall file, prosecute and maintain such filing Party shall provide the other Party and its patent counsel Patent Rights in accordance with an opportunity to consult with the Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the other Party and its patent counsel shall be taken into reasonable consideration by such Party and its legal counsel in connection with such filing. Each Party shall also provide the other Party with copies of any patentability search reports made by patent counsel with respect to inventions in the Research Technology, including patents located, a copy of each patent application, and each patent that issues thereonSection 15. (c) If Aventis elects not to pursue obtaining or prosecuting 9.3 BG and TNO shall cooperate fully in any additional filing, prosecution and maintenance of such Patent Rights, executing all papers and instruments or requiring BG and TNO employees, to support the PCT International filing or the continued prosecution or maintenance of any Patent Rights, in a particular country for which it has the initial right or obligation to file pursuant to Section 8.2(a), then it shall notify Targacept promptly in writing execute such papers and in sufficient time instruments as necessary to enable Targacept BG to meet any applicable deadlines. Without limiting the generality of the foregoing, with respect to any maintain such Patent Rights scheduled for international filing with respect in BG’s and TNO’s name, as applicable. Each party shall provide to such countrythe other prompt notice as to all matters, Aventis shall notify Targacept in writing at least ninety (90) days before which come to its attention, which may affect the date required for the convention year filing of such patent application or any other deadline date by which an action must be taken to establish or preserve patent rights in such country. Targacept shall then have the rightvalidity, but not the obligationenforceability, to pursue the filing or support the continued prosecution extension, or maintenance of such Patent Rights. 9.4 TNO warrants and represents that it has disclosed to BG the complete texts of all patent applications for the Patent Rights included in the Existing Intellectual Property Rights filed by TNO as of the Effective Date as well as all information received as of the Effective Date concerning the institution of any interference, at its expenseopposition, re-examination, reissue, revocation, nullification or any official proceeding involving such Patent Rights. TNO further warrants and represents that it will disclose to BG the complete texts of all patent applications for Patent Rights included in such country. If Targacept does so elect to pursue such filing Future TNO Intellectual Patent Rights filed by TNO after the Effective Date as well as all information received after the Effective Date concerning the institution of any interference, opposition, re-examination, reissue, revocation, nullification or continue such support, then it shall notify Aventis any official proceeding involving any of such election, and Aventis shall (i) reasonably cooperate with Targacept in this regard, and (ii) promptly release or assign, as the case may be, to Targacept, without consideration, all right, title and interest in such Patent Rights in such countryRights.

Patent Prosecution. The Parties expect that patent applications will be filed as required to secure suitable Patent Rights covering Alliance Compounds jointly shall direct and inventions that are within control (i) the Research Technology or are otherwise applicable to the Field. The Parties agree as follows with respect to the preparation, filing and prosecution of the Patent Rights (including any interferences, oppositions, reexaminations, reissues or other post-issuance or inter-partes proceeding) and (ii) maintenance of the patents issuing therefrom. The Parties shall equally share in the costs of the foregoing activities. The Parties mutually shall agree upon a patent attorney to handle such applications. (a) Aventis activities. GENAERA shall be responsible for obtainingthe primary contact and interface with such patent attorney regarding such activities. Subject to limitations imposed by GENAERA to protect confidential information of GENAERA or third persons, prosecuting and/or maintaining throughout the world Patent Rights covering the Aventis Research Technology solely owned or to preserve attorney-client privileges and any other privileges, upon request MACROCHEM shall (1) be supplied by Aventis pursuant to Section 8.1(c) (including, without limitation, any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c)) and Joint Research Technology jointly owned by Aventis and Targacept pursuant to Section 8.1(a) and shall bear all of the costs for filing, prosecuting and/or maintaining same; provided that Targacept shall reimburse Aventis for all reasonable costs actually incurred to file, prosecute and/or maintain Patent Rights covering any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c) that are incurred after the effective date of Targacept’s license thereof. Targacept shall be responsible for obtaining, prosecuting and/or maintaining throughout the world Patent Rights covering Targacept Research Technology solely owned by Targacept pursuant to Section 8.1(b) and shall bear all of the costs for filing, prosecuting and/or maintaining same. (b) Each Party shall regularly provide the other Party GENAERA with copies of all patent applications filed hereunder applications, amendments and other material submissions and patent office correspondence with the patent offices, in sufficient time to allow for review and comment by the other Party. In addition, such filing Party shall provide the other Party and its patent counsel with an opportunity to consult with the Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the other Party and its patent counsel shall be taken into reasonable consideration by such Party and its legal counsel in connection with such filing. Each Party shall also provide the other Party with copies of any patentability search reports made by patent counsel with respect to inventions in the Research Technology, including patents located, a copy of each patent applicationPatent Rights and reasonable opportunity to comment thereon, and each (2) have the opportunity for periodic consultations with GENAERA and the patent that issues thereon. (c) If Aventis elects not attorney so selected on all material matters relating to pursue obtaining or prosecuting prosecution and maintenance of the Patent Rights. GENAERA agrees to incorporate MACROCHEM’s reasonable and timely comments into patent applications, or amendments and patent office correspondence with respect to support the PCT International filing or the continued Patent Rights. The patent attorney shall be instructed to not discontinue prosecution or maintenance of any Patent Rights without written approval from both Parties, provided that in the event that no Products that are in commercial use or commercial development by MACROCHEM are covered by at least one valid claim within an issued patent or pending patent application included within the Patent Rights, in a particular country for which it has the initial right or obligation and GENAERA determines to file pursuant to Section 8.2(a), then it shall notify Targacept promptly in writing and in sufficient time to enable Targacept to meet any applicable deadlines. Without limiting the generality of the foregoing, with respect to any Patent Rights scheduled for international filing with respect to such country, Aventis shall notify Targacept in writing at least ninety (90) days before the date required for the convention year filing of such patent application or any other deadline date by which an action must be taken to establish or preserve patent rights in such country. Targacept shall then have the right, but not the obligation, to pursue the filing or support the continued discontinue prosecution or maintenance of such issued patent or pending patent application as not commercially justifiable, GENAERA may instruct the patent attorney do so without liability, provided it shall notify MACROCHEM in writing of such decision at least sixty (60) days prior to such discontinuation, but in any event at least sixty (60) days prior to abandonment or other forfeiture of any material rights under such Patent Rights, at its expense, in such countryand MACROCHEM shall have the right to assume the prosecution and maintenance thereof. If Targacept GENAERA does so not agree to file for Patent Rights in any jurisdiction, MACROCHEM may, upon thirty (30) days’ prior written notice, elect to pursue such filing or continue such support, then it shall notify Aventis of such election, and Aventis shall (i) reasonably cooperate with Targacept in this regard, and (ii) promptly release or assign, as the case may be, to Targacept, without consideration, all right, title and interest in such file for Patent Rights in such countryjurisdiction, at its sole expense, and to control the prosecution of such filings in such jurisdiction. If any patent issues from such filing in such jurisdiction, MACROCHEM shall be entitled to deduct up to fifty percent (50%) of its reasonable filing and prosecution costs and expenses incurred with respect to such issued patent from any running royalties owed to GENAERA in respect of such jurisdiction.

Patent Prosecution. The Parties expect that patent applications will be filed as required to secure suitable Patent Rights covering Alliance Compounds and inventions that are within the Research Technology or are otherwise applicable to the Field. The Parties agree as follows with respect to the filing and prosecution of such applications. (a) Aventis As between the Parties, each Party shall be responsible for obtaining, prosecuting and/or maintaining throughout have the world Patent Rights covering sole right but not the Aventis Research Technology solely owned by Aventis pursuant to Section 8.1(c) (including, without limitation, any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c)) and Joint Research Technology jointly owned by Aventis and Targacept pursuant to Section 8.1(a) and shall bear all of the costs for filing, prosecuting and/or maintaining same; provided that Targacept shall reimburse Aventis for all reasonable costs actually incurred obligation to file, prosecute and/or and maintain Patent the Patents Rights covering any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c) that are incurred after the effective date of Targacept’s license thereof. Targacept shall be responsible for obtaining, prosecuting and/or maintaining solely owned or Controlled by such Party throughout the world Patent Rights covering Targacept Research Technology solely owned by Targacept pursuant to Section 8.1(b) at its own cost and shall bear all of the costs for filing, prosecuting and/or maintaining sameexpense. (b) Each Party Except as provided in paragraph (c) below, filing decisions for all Patent Rights claiming jointly-owned Inventions (the “ADC Patents”) shall regularly be decided jointly before the selection of the applicable ADC as Development Candidate for further Development under Section 2.7, the Parties shall jointly decide, through the JRC, whether to file any ADC Patents claiming such ADC and the Parties shall share the cost equally. (c) After an ADC has been selected as a Development Candidate for further Development under Section 2.7, the Licensee of such ADC shall have the first right to file, prosecute and maintain the applicable ADC Patents in the Territory at Licensee’s own cost and expense. Licensee shall consult with Licensor and keep Licensor reasonably informed of the status of the ADC Patents in the Territory and shall promptly provide Licensor with all material correspondence received from any patent authority in the other Party with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices, Territory in sufficient time to allow for review and comment by the other Partyconnection therewith. In addition, Licensee shall promptly provide Licensor with drafts of all proposed material filings and correspondence to any patent authority in the Territory with respect to the ADC Patents for Licensor’s review and comment prior to the submission of such proposed filings and correspondences and shall consider and implement in good faith any comment received from Licensor. Licensee shall notify Licensor of any decision to cease prosecution and/or maintenance of any ADC Patents in the Territory. Licensee shall provide such notice at least [***] prior to any filing or payment due date, or any other due date that requires action, in connection with such ADC Patent. In such event, Licensor shall have the right to continue prosecution or maintenance of such ADC Patent in the Territory at Licenser’s discretion and expense. (d) Each Party shall provide the other Party all reasonable assistance and its patent counsel with an opportunity to consult with the Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the other Party and its patent counsel shall be taken into reasonable consideration by such Party and its legal counsel in connection with such filing. Each Party shall also provide the other Party with copies of any patentability search reports made by patent counsel with respect to inventions cooperation in the Research Technologypatent prosecution efforts under this Section 6.2, including patents located, a copy providing any necessary powers of each patent application, attorney and each patent that issues thereon. (c) If Aventis elects not to pursue obtaining or prosecuting of Patent Rights, or to support the PCT International filing or the continued prosecution or maintenance of any Patent Rights, in a particular country for which it has the initial right or obligation to file pursuant to Section 8.2(a), then it shall notify Targacept promptly in writing and in sufficient time to enable Targacept to meet any applicable deadlines. Without limiting the generality of the foregoing, with respect to any Patent Rights scheduled for international filing with respect to such country, Aventis shall notify Targacept in writing at least ninety (90) days before the date required for the convention year filing of such patent application or executing any other deadline date by which an action must be taken to establish required documents or preserve patent rights in instruments for such country. Targacept shall then have the right, but not the obligation, to pursue the filing or support the continued prosecution or maintenance of such Patent Rights, at its expense, in such country. If Targacept does so elect to pursue such filing or continue such support, then it shall notify Aventis of such election, and Aventis shall (i) reasonably cooperate with Targacept in this regard, and (ii) promptly release or assign, as the case may be, to Targacept, without consideration, all right, title and interest in such Patent Rights in such countryprosecution.

Patent Prosecution. The Parties expect that AGIX shall manage all patent prosecution activities on the Patent Rights and patent applications will be filed as required to secure suitable Patent Rights covering Alliance Compounds on Joint Improvements in consultation with NJMRC and inventions that are within take into account all suggestions made by NJMRC including the Research Technology or are otherwise applicable to addition of new claims. NJMRC shall cooperate fully with AGIX in the Field. The Parties agree as follows with respect to the preparation, filing and prosecution of all patent applications pursuant to this Agreement, which cooperation shall include, but not be limited to, execution by NJMRC and its faculty and other employees of any and all such papers and instruments as are necessary or helpful to AGIX in preparing, filing and prosecuting such patent applications. All approved out-of-pocket cost incurred for such cooperation will be reimbursed by AGIX. AGIX shall diligently and in a timely manner provide NJMRC with copies of all documents relating to the prosecution, maintenance, and validity of the Patent Rights including but not limited to correspondence with any patent office concerning the Patent Rights. AGIX shall further provide an opportunity for NJMRC to comment upon such correspondence and such comments shall be taken into account in prosecution activities. AGIX shall consult with NJMRC in such prosecution and maintenance, and shall diligently seek strong and broad claims under the Patent Rights and shall not abandon prosecution of any patent application or any of the claims of the Patent Rights without first notifying NJMRC in a timely manner of AGIX's intention and reason therefore, and providing NJMRC with a reasonable opportunity to assume responsibility for the prosecution and maintenance of the Patent Rights. (a1) Aventis NJMRC shall be responsible for obtaining, prosecuting and/or maintaining throughout the world Patent Rights covering the Aventis Research Technology solely owned by Aventis pursuant to Section 8.1(c) (including, without limitation, any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c)) and Joint Research Technology jointly owned by Aventis and Targacept pursuant to Section 8.1(a) and shall bear all of the costs for filing, prosecuting and/or maintaining same; provided that Targacept shall reimburse Aventis for all reasonable costs actually incurred free to file, prosecute and/or or maintain Patent Rights any patents covering any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c) that are incurred after the effective date of Targacept’s license thereof. Targacept shall be responsible for obtaining, prosecuting and/or maintaining throughout the world Patent Rights covering Targacept Research Technology solely owned by Targacept pursuant to Section 8.1(b) and shall bear all of the costs for filing, prosecuting and/or maintaining same. (b) Each Party shall regularly provide the other Party with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the other Party. In addition, such filing Party shall provide the other Party and its patent counsel with an opportunity to consult with the Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the other Party and its patent counsel shall be taken into reasonable consideration by such Party and its legal counsel in connection with such filing. Each Party shall also provide the other Party with copies of any patentability search reports made by patent counsel with respect to inventions in the Research Technology, including patents located, a copy of each patent application, and each patent that issues thereon. (c) If Aventis elects not to pursue obtaining or prosecuting of Patent Rights, or to support the PCT International filing or the continued prosecution or maintenance of any Patent Rights, in a particular country for which it has the initial right or obligation to file pursuant to Section 8.2(a), then it shall notify Targacept promptly in writing and in sufficient time to enable Targacept to meet any applicable deadlines. Without limiting the generality of the foregoing, with respect to any Patent Rights scheduled for international filing with respect to such country, Aventis shall notify Targacept in writing at least ninety (90) days before the date required for the convention year filing of such patent or patent application or any other deadline date by which an action must be taken to establish or preserve patent rights in such country. Targacept shall then have the right, but not the obligation, to pursue the filing or support the continued prosecution or maintenance of such Patent Rights, at its own expense, in such country. If Targacept does so elect to pursue such filing or continue such support, then it shall notify Aventis of such election, and Aventis shall (i) reasonably cooperate with Targacept in this regard, and (ii2) promptly release such patent or assignpatent application shall be excluded under the Exclusive License granted under Section II of this Agreement. These NJMRC rights related to patent filing, as the case may beprosecution, to Targaceptand maintenance will be only for those major pharmaceutical market countries where AGIX has no ongoing patent filing, without considerationprosecution, all right, title and interest in such Patent Rights in such countryand/or maintenance activities.

Patent Prosecution. The Parties expect that patent applications will be filed as required to secure suitable Patent Rights covering Alliance Compounds and inventions that are within the Research Technology or are otherwise applicable to the Field. The Parties agree as follows with respect to the filing and prosecution of such applications. (a) Aventis VERTEX shall be responsible for obtainingthe preparation, prosecuting and/or maintaining throughout the world Patent Rights covering the Aventis Research Technology solely owned by Aventis pursuant to Section 8.1(c) (includingfiling, without limitation, any Alliance Terminated Compound licensed to Targacept as provided prosecution and maintenance of all patents and patent applications included in Section 5.2(c)) VERTEX Patents and Joint Research Technology all patents and patent applications included in Patents claiming inventions jointly owned by Aventis and Targacept pursuant to Section 8.1(a) and shall bear all of the costs for filing, prosecuting and/or maintaining same; provided that Targacept shall reimburse Aventis for all reasonable costs actually incurred to file, prosecute and/or maintain Patent Rights covering any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c) that are incurred after the effective date of Targacept’s license thereofwith SCHERING. Targacept SCHERING shall be responsible for obtainingthe preparation, prosecuting and/or maintaining throughout filing, prosecution and maintenance of all patents and patent applications included in SCHERING Patents. In each case the world responsible party shall consult from time to time with the other party and the Development Committee with respect thereto. The parties hereby agree that to the extent legally possible the responsible party shall, at a minimum, prepare file, prosecute and maintain patent coverage as described in this section in the countries listed in Schedule 7.2.2, subject to the next succeeding sentence. The party initially responsible for preparation, filing, prosecution and maintenance of a particular Patent Rights covering Targacept Research Technology solely owned by Targacept pursuant (the "Initial Responsible Party") shall give thirty (30) days advance notice (the "Discontinuance Election") to Section 8.1(b) the other party of any decision to cease preparation, filing, prosecution and shall bear all maintenance of that Patent in any jurisdiction (a "Discontinued Patent"). In such case, the other party may elect at its sole discretion to continue preparation, filing and prosecution or maintenance of the costs Discontinued Patent at its sole expense. The party so continuing shall own any such Patent; and the Initial Responsible Party shall execute such documents and perform such acts as may be reasonably necessary for the other party to file or to continue prosecution or maintenance, including assigning ownership of such Patent to such electing party. Discontinuance may be on a country-by-country basis or for a patent application or patent series in total. Each party will consult the other party with respect to its choice of patent counsel and will keep that party continuously informed of all matters relating to the preparation, filing, prosecuting and/or maintaining same. (b) prosecution and maintenance of Patents covered by this Agreement. Each Party party shall regularly endeavor in good faith to coordinate its efforts with those of the other party to minimize or avoid interference with the prosecution of the other party's patent applications. To the extent practicable, each party shall provide the other Party Development Committee with copies a copy of all any patent application which first discloses any specific technology, prior to filing the first of such applications filed hereunder and other material submissions and correspondence with the patent officesin any jurisdiction, in sufficient time to allow for review and comment by the other Party. In addition, such filing Party shall provide the other Party and Committee or its patent counsel with an opportunity to consult with the Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the other Party and its patent counsel shall be taken into reasonable consideration by such Party and its legal counsel in connection with such filing. Each Party shall also provide the other Party with copies of any patentability search reports made by patent counsel with respect to inventions in the Research Technology, including patents located, a copy of each patent application, and each patent that issues thereondesignees. (c) If Aventis elects not to pursue obtaining or prosecuting of Patent Rights, or to support the PCT International filing or the continued prosecution or maintenance of any Patent Rights, in a particular country for which it has the initial right or obligation to file pursuant to Section 8.2(a), then it shall notify Targacept promptly in writing and in sufficient time to enable Targacept to meet any applicable deadlines. Without limiting the generality of the foregoing, with respect to any Patent Rights scheduled for international filing with respect to such country, Aventis shall notify Targacept in writing at least ninety (90) days before the date required for the convention year filing of such patent application or any other deadline date by which an action must be taken to establish or preserve patent rights in such country. Targacept shall then have the right, but not the obligation, to pursue the filing or support the continued prosecution or maintenance of such Patent Rights, at its expense, in such country. If Targacept does so elect to pursue such filing or continue such support, then it shall notify Aventis of such election, and Aventis shall (i) reasonably cooperate with Targacept in this regard, and (ii) promptly release or assign, as the case may be, to Targacept, without consideration, all right, title and interest in such Patent Rights in such country.

Patent Prosecution. The Parties expect that patent applications will be filed as required to secure suitable Patent Rights covering Alliance Compounds and inventions that are within the Research Technology or are otherwise applicable to the Field. The Parties agree as follows with respect to the filing and prosecution of such applications. (a) Aventis Collaboration Patent Rights and Post-Effective Date Patent Rights. For each Project or Agreement Product, the Controlling Party of such Project or Agreement Product shall be responsible for obtainingthe filing, prosecuting and/or maintaining throughout the world prosecution (including any interferences, oppositions, reissue proceedings and reexaminations), appeals and maintenance of all Collaboration Patent Rights covering the Aventis Research Technology solely owned by Aventis pursuant to Section 8.1(c) (including, without limitation, any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c)) and Joint Research Technology jointly owned by Aventis and Targacept pursuant to Section 8.1(a) and shall bear all of the costs for filing, prosecuting and/or maintaining same; provided that Targacept shall reimburse Aventis for all reasonable costs actually incurred to file, prosecute and/or maintain Post-Effective Date Patent Rights claiming or covering any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c) that are incurred after the effective date of Targacept’s license thereof. Targacept shall be responsible for obtaining, prosecuting and/or maintaining throughout the world Patent Rights covering Targacept Research Technology solely owned by Targacept pursuant to Section 8.1(b) and shall bear all of the costs for filing, prosecuting and/or maintaining same. (b) Each Party shall regularly provide the other Party with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the other Party. In addition, such filing Party shall provide the other Party and its patent counsel with an opportunity to consult with the Party and its patent counsel regarding the filing and contents of any such application, amendment, submission a Collaboration Invention or response, and the advice and suggestions of the other Party and its patent counsel shall be taken into reasonable consideration by such Party and its legal counsel in connection with such filing. Each Party shall also provide the other Party with copies of any patentability search reports made by patent counsel with respect to inventions in the Research Technology, including patents located, a copy of each patent application, and each patent that issues thereon. (c) If Aventis elects not to pursue obtaining or prosecuting of Patent Rights, or to support the PCT International filing or the continued prosecution or maintenance of any Patent Rights, in a particular country for which it has the initial right or obligation to file pursuant to Section 8.2(a), then it shall notify Targacept promptly in writing and in sufficient time to enable Targacept to meet any applicable deadlines. Without limiting the generality of the foregoing, with respect to any Patent Rights scheduled for international filing with respect to such country, Aventis shall notify Targacept in writing at least ninety (90) days before the date required for the convention year filing of such patent application or any other deadline date by which an action must be taken to establish or preserve patent rights in such country. Targacept shall then have the right, but not the obligation, to pursue the filing or support the continued prosecution or maintenance of such Patent Rights, at its expense, in such country. If Targacept does so elect to pursue such filing or continue such support, then it shall notify Aventis of such election, and Aventis shall (i) reasonably cooperate with Targacept in this regard, and (ii) promptly release or assignPost-Effective Date Invention, as the case may be, made, conceived or reduced to Targacept, without consideration, all right, title practice in the course of the development and/or commercialization of such Agreement Product. Such Controlling Party shall provide to the other Party (1) a draft of each and interest every patent application included in such Patent Rights prior to the filing of such patent application, allowing adequate time for review and comment by such other Party; provided, however, that the Controlling Party shall not be required to delay the initial filing of such patent application if such delay would jeopardize the ability to secure priority status against Third Parties; and (2) copies of all correspondence from any and all patent offices concerning patent applications included in such countryPatent Rights and an opportunity to comment on any proposed responses, voluntary amendments and submissions of any kind to be made to any and all such patent offices. If the Controlling Party decides not to continue the prosecution or maintenance of any patent application or patent included in such Patent Rights, it shall promptly notify the other Party thereof. Following such notice, the other Party may, in its discretion, take over the prosecution and maintenance of any such patent application or patent, as the case may be, in which case such other Party shall be deemed the Controlling Party with respect thereto. All costs and expenses for the filing, prosecution (including any interferences, oppositions, reissue proceedings and reexaminations), appeals and maintenance of the Collaboration Patent Rights and Post-Effective Date Patent Rights shall be borne by the Controlling Party for such Patent Rights. A Party who files a patent application claiming or covering a Collaboration Invention or Post-Effective Date Invention, or who is responsible for the prosecution of a patent application within the Collaboration Patent Rights or the Post-Effective Date Patent Rights, shall not take any action or make any statement that would reasonably be expected to cause material harm to the patentability, validity or enforceability of any NVDI Background IP, XOMA Background IP, or other Collaboration Patent Right or Post-Effective Date Patent Right without first obtaining the informed consent of the other Party when such NVDI Background IP, XOMA Background IP, or other Collaboration Patent Right or Post-Effective Patent Right is cited by the examiner in an official action during patent prosecution. In the event that an interference is declared by a Patent and Trademark Office between one or more patents or patent applications owned solely by one Party that constitute Patent Rights claiming or covering any Agreement Target or Collaboration Product, Resumed Product, Ongoing Product or Reactivated Product, and one or more patents or patent applications owned or otherwise controlled solely by the other Party that constitute Patent Rights claiming or covering any Agreement Target or Collaboration Product, Resumed Product, Ongoing Product or Reactivated Product, including where such declared interference involves patents or patent applications owned by a Third Party or Third Parties, then the Parties shall in good faith establish within thirty (30) days of the declaration of such interference or such other time as agreed upon a mutually agreeable process to resolve solely those portions of such interference or interferences which relate to matters in dispute between NVDI and XOMA in a reasonable manner in conformance with all applicable legal standards and to maximize the scope, priority, validity and/or enforceability of the Patent Rights licensed hereunder.

Patent Prosecution. (A) Stanford shall use diligent efforts to require the Third Party Licensee to amend its license and agree in writing to have Stanford be responsible for preparing, filing, prosecuting and maintaining the Licensed Patents. The Parties expect that provisions set forth in Section 14.1(B) shall become effective upon the earlier of (a) the Third Party Licensee executing such written agreement and (b) […***…] days after the Effective Date, unless extended by both parties. Following Effective Date and prior to the effectiveness of Section 14.1(B), Stanford will instruct its patent counsel not to allow any current prosecution of Licensed Patents to go abandoned without the written permission of Jasper and Third Party Licensee and, before exercising its final approval rights regarding […***…] in its agreement with the Third Party Licensee, Stanford will solicit and give reasonable consideration to Jasper’s comments. (B) Stanford will be responsible for preparing, filing, prosecuting and maintaining the Licensed Patents. Stanford will not file any continuation-in-part (CIP) patent applications will be in Jasper’s Licensed Field of Use based upon the Licensed Patents. As long as Jasper is current on all payments due under this Agreement, Stanford agrees to (i) instruct Stanford’s patent counsel to furnish to Jasper copies of material documents relevant to such preparing, filing, prosecuting and maintaining prior to any deadlines, and (ii) allow Jasper a reasonable opportunity to participate in the patent prosecution process and comment on material documents filed as required to secure suitable Patent Rights covering Alliance Compounds and inventions that are within the Research Technology or are otherwise applicable to the Field. The Parties agree as follows with any patent office with respect to the filing Licensed Patents and prosecution of such applicationswill consider in good faith and use reasonable efforts to incorporate Jasper’s comments. (aC) Aventis shall be responsible for obtaining, prosecuting and/or maintaining throughout In the world Patent Rights covering the Aventis Research Technology solely owned by Aventis pursuant event Jasper decides that it no longer intends to Section 8.1(c) (including, without limitation, any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c)) and Joint Research Technology jointly owned by Aventis and Targacept pursuant to Section 8.1(a) and shall bear all of the costs pay for filing, prosecuting and/or maintaining same; provided that Targacept shall reimburse Aventis for all reasonable costs actually incurred to fileprosecution, prosecute and/or maintain Patent Rights covering any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c) that are incurred after the effective date of Targacept’s license thereof. Targacept shall be responsible for obtaining, prosecuting and/or maintaining throughout the world Patent Rights covering Targacept Research Technology solely owned by Targacept pursuant to Section 8.1(b) and shall bear all of the costs for filing, prosecuting and/or maintaining same. (b) Each Party shall regularly provide the other Party with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the other Party. In addition, such filing Party shall provide the other Party and its patent counsel with an opportunity to consult with the Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the other Party and its patent counsel shall be taken into reasonable consideration by such Party and its legal counsel in connection with such filing. Each Party shall also provide the other Party with copies of any patentability search reports made by patent counsel with respect to inventions in the Research Technology, including patents located, a copy of each patent application, and each patent that issues thereon. (c) If Aventis elects not to pursue obtaining or prosecuting of Patent Rights, or to support the PCT International filing or the continued prosecution or maintenance of any Patent Rightsone or more Licensed Patents, Jasper shall give Stanford written notice at least two (2) months in a particular country for which it has the initial right or obligation to file pursuant to Section 8.2(a), then it shall notify Targacept promptly in writing and in sufficient time to enable Targacept to meet advance of any applicable deadlinesdeadline for that Licensed Patent. Without limiting the generality of the foregoing, with respect Stanford may in its discretion continue to any Patent Rights scheduled for international filing with respect to prosecute and maintain such country, Aventis shall notify Targacept in writing at least ninety (90Licensed Patent(s) days before the date required for the convention year filing of such patent application or any other deadline date by which an action must be taken to establish or preserve patent rights in such country. Targacept shall then have the right, but not the obligation, to pursue the filing or support the continued prosecution or maintenance of such Patent Rights, at its expense, in which case such country. If Targacept does so elect to pursue Licensed Patent(s) will no longer be covered by the license granted under this Agreement and Jasper will have no further obligation regarding patent expenses for such filing or continue such support, then it shall notify Aventis of such election, and Aventis shall (i) reasonably cooperate with Targacept in this regard, and (ii) promptly release or assign, as the case may be, to Targacept, without consideration, all right, title and interest in such Patent Rights in such countryLicensed Patent(s).

Patent Prosecution. The Parties expect that a. Amgen shall have the first right (using mutually acceptable outside counsel), but not the obligation, for the preparation, filing, prosecution, maintenance and defense before all patent applications will be filed as required offices (and courts to secure suitable the extent an appeal is taken from a patent office decision) of GENE ***** and Joint Patent Rights covering Alliance Compounds and inventions that are within the Research Technology or are otherwise applicable to the Fieldat Amgen’s expense. The Parties agree as follows with respect to the filing and prosecution of such applications. (a) Aventis Amgen shall be responsible for obtaining, prosecuting and/or maintaining throughout the world Patent Rights covering the Aventis Research Technology solely owned by Aventis pursuant to Section 8.1(c) (including, without limitation, any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c)) and Joint Research Technology jointly owned by Aventis and Targacept pursuant to Section 8.1(a) and shall bear all of the costs for filing, prosecuting and/or maintaining same; provided that Targacept shall reimburse Aventis for all reasonable costs actually incurred to file, prosecute and/or maintain Patent Rights covering any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c) that are incurred after the effective date of Targacept’s license thereof. Targacept shall be responsible for obtaining, prosecuting and/or maintaining throughout the world Patent Rights covering Targacept Research Technology solely owned by Targacept pursuant to Section 8.1(b) and shall bear all of the costs for filing, prosecuting and/or maintaining same. (b) Each Party shall regularly provide the other Party with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the other Party. In addition, such filing Party shall provide the other Party and its patent counsel with an opportunity to consult with the Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the other Party and its patent counsel shall be taken into reasonable consideration by such Party and its legal counsel in connection with such filing. Each Party shall also provide the other Party with copies of any patentability search reports made by patent counsel with respect to inventions in the Research Technology, including patents located, a copy of each patent application, and each patent that issues thereon. (c) If Aventis elects not to pursue obtaining or prosecuting of Patent Rights, or to support the PCT International filing or the continued prosecution or maintenance of any Patent Rights, in a particular country for which it has the initial right or obligation to file pursuant to Section 8.2(a), then it shall notify Targacept promptly in writing and in sufficient time to enable Targacept to meet any applicable deadlines. Without limiting the generality of the foregoing, with respect to any Patent Rights scheduled for international filing with respect to such country, Aventis shall notify Targacept in writing at least ninety (90) days before the date required for the convention year filing of such patent application or any other deadline date by which an action must be taken to establish or preserve patent rights in such country. Targacept shall then have the sole right, but not the obligation, to pursue prepare, file, prosecute, maintain and defend before all patent offices all Amgen Background Patent Rights and Amgen Program Patent Rights not related to the Research Field at Amgen’s expense. GENE shall have the sole right, but not the obligation, to prepare, file, prosecute, maintain and defend before all patent offices all GENE Background Patent Rights and GENE Program Patent Rights not related to the Research Field at GENE’s expense. b. With respect to its activities pursuant to Section 9.4.a., Amgen shall instruct such outside counsel in writing to act in the best interests of both Parties under this Agreement and Amgen will keep GENE informed of the progress with regard to the preparation, filing, prosecution, maintenance and defense before all patent offices (and courts to the extent an appeal is taken from a patent office decision) of GENE ***** and Joint Patent Rights and instruct such outside counsel to furnish to GENE copies of all relevant documents filed with the various patent offices around the world. GENE shall have the right to review and comment on any papers pertaining to proposed applications, responses, interferences and oppositions before the filing thereof by such outside counsel with any such patent office and Amgen will instruct such outside counsel to timely provide such papers and consider in good faith such comments of GENE relating to GENE ***** and Joint Patent Rights. c. GENE shall cooperate with Amgen and such outside counsel and render all reasonable assistance in filing, prosecuting, maintaining and defending all intellectual property licensed under this Agreement and shall sign any necessary legal papers and provide such outside counsel with data or other information in GENE’s Control which is reasonably requested by Amgen in support thereof (and use its reasonable best efforts to ensure the continued prosecution cooperation of any of its employees, consultants and agents as might reasonably be requested). d. If Amgen determines in its sole discretion not to file, prosecute, defend or maintenance maintain any Patent Right within GENE ***** and Joint Patent Rights referred to in Section 9.4.a. above in any country, and further providing that no other patent applications or patents claiming the same or similar subject matter are then pending or issued in that same country, then Amgen shall provide GENE with thirty (30) days prior written notice of such Patent Rightsdetermination and GENE shall have the right and opportunity to file, at its expenseprosecute, in such country. If Targacept does so elect to pursue such filing or continue such support, then it shall notify Aventis of such election, and Aventis shall (i) reasonably cooperate with Targacept in this regard, and (ii) promptly release or assign, as the case may be, to Targacept, without consideration, all right, title and interest in defend and/or maintain such Patent Rights in such countryRight on behalf of the Parties at GENE’s expense.

Patent Prosecution. The Parties expect that patent applications will be filed as required to secure suitable Patent Rights covering Alliance Compounds and inventions that are within the Research Technology or are otherwise applicable to the Field. The Parties agree as follows with respect to the filing and prosecution of such applications. (a) Aventis shall be responsible for obtaining, prosecuting and/or maintaining throughout the world Patent Rights covering the Aventis Research Technology solely owned by Aventis pursuant to Section 8.1(c) (including, without limitation, any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c)) and Joint Research Technology jointly owned by Aventis and Targacept pursuant to Section 8.1(a) and shall bear all of the costs for filing, prosecuting and/or maintaining same; provided that Targacept shall reimburse Aventis for all reasonable costs actually incurred to file, prosecute and/or maintain Patent Rights covering any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c) that are incurred after the effective date of Targacept’s license thereof. Targacept shall be responsible for obtaining, prosecuting and/or maintaining throughout the world Patent Rights covering Targacept Research Technology solely owned by Targacept pursuant to Section 8.1(b) and shall bear all of the costs for filing, prosecuting and/or maintaining same. (b) Each Party shall regularly provide the other Party with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the other Party. In addition, such filing Party shall provide the other Party and its patent counsel with an opportunity to consult with the Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the other Party and its patent counsel shall be taken into reasonable consideration by such Party and its legal counsel in connection with such filing. Each Party shall also provide the other Party with copies of any patentability search reports made by patent counsel with respect to inventions in the Research Technology, including patents located, a copy of each patent application, and each patent that issues thereon. (c) If Aventis elects not to pursue obtaining or prosecuting of Patent Rights, or to support the PCT International filing or the continued prosecution or maintenance of any Patent Rights, in a particular country for which it has the initial right or obligation to file pursuant to Section 8.2(a), then it shall notify Targacept promptly in writing and in sufficient time to enable Targacept to meet any applicable deadlines. Without limiting the generality of the foregoing, with respect to any Patent Rights scheduled for international filing with respect to such country, Aventis shall notify Targacept in writing at least a. Within ninety (90) days before of receiving an Invention Disclosure Report under Section 3(a), the date required for MultiCell will advise Maxim in writing whether it wishes a patent application to be made with respect to such Invention. However, in no event shall such a patent application constitute, nor be deemed to constitute, any grant of right to MultiCell to exploit or otherwise use such Invention in the convention year absence of the execution of a license to such Invention pursuant to Section 4(a) of this Agreement. b. If the MultiCell determines that it desires a patent application to be made, MultiCell, by qualified counsel selected after reasonable consultation with the Maxim and to whom the Maxim has no reasonable objection, shall prepare, file and prosecute such application in MultiCell’s name and in countries designated by MultiCell. MultiCell shall promptly provide copies to Maxim of any proposed patent application filing of and any communications from any patent office relating to any patent application made with respect to such Invention. MultiCell shall pay reasonable expenses incurred in filing and prosecuting such patent applications, including attorneys' fees, taxes, annuities, issue fees, working fees, maintenance fees and renewal charges provided, however, that the exclusive license option granted to MultiCell pursuant to Section 4(a) of this Agreement or any license obtained pursuant to Section 4(b) of this Agreement is still in force. c. Both parties agree 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 reinforcement of all such patent applications and patents. d. If the MultiCell does not wish to have a patent application filed or prosecution continued with respect to an Invention in a particular country or countries, Maxim may file such application or any other deadline date by which an action must continue prosecution at its own expense, and Maxim will be taken free to establish enter into a licensing agreement for or preserve otherwise dispose of its patent rights in such country. Targacept shall then have Invention for the right, but not the obligation, to pursue the filing countries for which Maxim has filed such applications or support the continued such prosecution or maintenance of such Patent Rights, at its expense, in such country. If Targacept does so elect to pursue such filing own expense with any other person or continue such support, then it shall notify Aventis of such election, and Aventis shall (i) reasonably cooperate with Targacept in this regard, and (ii) promptly release or assign, as the case may be, to Targacept, without consideration, all right, title and interest in such Patent Rights in such countrypersons on any terms.

Patent Prosecution. The Parties expect that a. Amgen shall have the first right (using mutually acceptable outside counsel), but not the obligation, for the preparation, filing, prosecution, maintenance and defense before all patent applications will be filed as required offices (and courts to secure suitable the extent an appeal is taken from a patent office decision) of ***** and Joint Patent Rights covering Alliance Compounds and inventions that are within the Research Technology or are otherwise applicable to the Fieldat Amgen's expense. The Parties agree as follows with respect to the filing and prosecution of such applications. (a) Aventis Amgen shall be responsible for obtaining, prosecuting and/or maintaining throughout the world Patent Rights covering the Aventis Research Technology solely owned by Aventis pursuant to Section 8.1(c) (including, without limitation, any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c)) and Joint Research Technology jointly owned by Aventis and Targacept pursuant to Section 8.1(a) and shall bear all of the costs for filing, prosecuting and/or maintaining same; provided that Targacept shall reimburse Aventis for all reasonable costs actually incurred to file, prosecute and/or maintain Patent Rights covering any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c) that are incurred after the effective date of Targacept’s license thereof. Targacept shall be responsible for obtaining, prosecuting and/or maintaining throughout the world Patent Rights covering Targacept Research Technology solely owned by Targacept pursuant to Section 8.1(b) and shall bear all of the costs for filing, prosecuting and/or maintaining same. (b) Each Party shall regularly provide the other Party with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the other Party. In addition, such filing Party shall provide the other Party and its patent counsel with an opportunity to consult with the Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the other Party and its patent counsel shall be taken into reasonable consideration by such Party and its legal counsel in connection with such filing. Each Party shall also provide the other Party with copies of any patentability search reports made by patent counsel with respect to inventions in the Research Technology, including patents located, a copy of each patent application, and each patent that issues thereon. (c) If Aventis elects not to pursue obtaining or prosecuting of Patent Rights, or to support the PCT International filing or the continued prosecution or maintenance of any Patent Rights, in a particular country for which it has the initial right or obligation to file pursuant to Section 8.2(a), then it shall notify Targacept promptly in writing and in sufficient time to enable Targacept to meet any applicable deadlines. Without limiting the generality of the foregoing, with respect to any Patent Rights scheduled for international filing with respect to such country, Aventis shall notify Targacept in writing at least ninety (90) days before the date required for the convention year filing of such patent application or any other deadline date by which an action must be taken to establish or preserve patent rights in such country. Targacept shall then have the sole right, but not the obligation, to pursue prepare, file, prosecute, maintain and defend before all patent offices all Amgen Background Patent Rights and Amgen Program Patent Rights not related to the Research Field at Amgen's expense. GENE shall have the sole right, but not the obligation, to prepare, file, prosecute, maintain and defend before all patent offices all GENE Background Patent Rights and GENE Program Patent Rights not related to the Research Field at GENE's expense. b. With respect to its activities pursuant to Section 9.4.a., Amgen shall instruct such outside counsel in writing to act in the best interests of both Parties under this Agreement and Amgen will keep GENE informed of the progress with regard to the preparation, filing, prosecution, maintenance and defense before all patent offices (and courts to the extent an appeal is taken from a patent office decision) of ***** and Joint Patent Rights and instruct such outside counsel to furnish to GENE copies of all relevant documents filed with the various patent offices around the world. GENE shall have the right to review and comment on any papers pertaining to proposed applications, responses, interferences and oppositions before the filing thereof by such outside counsel with any such patent office and Amgen will instruct such outside counsel to timely provide such papers and consider in good faith such comments of GENE relating to ***** and Joint Patent Rights. c. GENE shall cooperate with Amgen and such outside counsel and render all reasonable assistance in filing, prosecuting, maintaining and defending all intellectual property licensed under this Agreement and shall sign any necessary legal papers and provide such outside counsel with data or other information in GENE's Control which is reasonably requested by Amgen in support thereof (and use its reasonable best efforts to ensure the continued prosecution cooperation of any of its employees, consultants and agents as might reasonably be requested). d. If Amgen determines in its sole discretion not to file, prosecute, defend or maintenance maintain any Patent Right within ***** and Joint Patent Rights referred to in Section 9.4.a. above in any country, and further providing that no other patent applications or patents claiming the same or similar subject matter are then pending or issued in that same country, then Amgen shall provide GENE with thirty (30) days prior written notice of such Patent Rightsdetermination and GENE shall have the right and opportunity to file, at its expenseprosecute, in such country. If Targacept does so elect to pursue such filing or continue such support, then it shall notify Aventis of such election, and Aventis shall (i) reasonably cooperate with Targacept in this regard, and (ii) promptly release or assign, as the case may be, to Targacept, without consideration, all right, title and interest in defend and/or maintain such Patent Rights in such countryRight on behalf of the Parties at GENE's expense.

Patent Prosecution. The Parties expect that uOttawa will be responsible for the preparation, filing, prosecution and maintenance of all patent applications will be filed as required to secure suitable Patent Rights covering Alliance Compounds and inventions that are within the Research Technology or are otherwise applicable to the Field. The Parties agree as follows patents with respect to the filing Licensed Technology; and prosecution Licensee will pay fifty percent (50%) of all out-of-pocket costs of applying. for, registering and maintaining. the patent in the jurisdictions in which both parties agree that a patent is required. In the event that Licensee fails to pay fifty percent (50%) of the out-of-pocket costs of applying for, registering or maintaining the patent in the jurisdictions in- which both parties agree that a patent is required, Licensee will relinquish all licensed-rights to such applications. (a) Aventis shall be responsible for obtainingpatent application or patent. At the request of Licensee, prosecuting and/or maintaining throughout the world Patent Rights covering the Aventis Research Technology solely owned by Aventis pursuant uOttawa may elect to Section 8.1(c) (includingappoint Licensee, without limitationas its agent to prepare, file, prosecute and maintain any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c)) and Joint Research Technology jointly owned by Aventis and Targacept pursuant to Section 8.1(a) and shall bear or all of the costs for filingpatent rights relating to the Licensed Technology in the name of uOttawa, prosecuting and/or maintaining same; provided that Targacept shall reimburse Aventis for Licensee (i) seeks and maintains the strongest and broadest patent claims practicable in the best interest of uOttawa, complies with other reasonable requirements which uOttawa may impose, and provides uOttawa with all documentation and correspondence from, sent to or filed with patent offices regarding the Licensed Patents and with a reasonable costs actually incurred opportunity to review and comment upon all filings with such patent offices in advance. With respect to Licensed Patents, Licensee will have the right to file, prosecute and/or and maintain Patent Rights covering any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c) that are incurred after the effective date of Targacept’s license thereof. Targacept shall be responsible patent applications and patent if Licensee pays for obtaining, prosecuting and/or maintaining throughout the world Patent Rights covering Targacept Research Technology solely owned by Targacept pursuant to Section 8.1(b) and shall bear all of the costs for filing, prosecuting and/or maintaining same. (b) Each Party shall regularly provide the other Party with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the other Partyexpenses. In additionthe event that Licensee elects not to file any patent application within the Licensed Patents, such filing Party shall provide the other Party and its patent counsel with an opportunity or thereafter elects not to consult with the Party and its patent counsel regarding the filing and contents continue prosecution of any such application, amendment, submission or response, and the advice and suggestions of the other Party and its patent counsel shall be taken into reasonable consideration by such Party and its legal counsel in connection with such filing. Each Party shall also provide the other Party with copies of any patentability search reports made by patent counsel with respect to inventions in the Research Technology, including patents located, a copy of each patent application, and each patent that issues thereon. (c) If Aventis ; or elects not to pursue obtaining or prosecuting of Patent Rights, or maintain any patent that may issue therefrom and thereby relinquishes all licensed rights to support the PCT International filing or the continued prosecution or maintenance of any Patent Rights, in a particular country for which it has the initial right or obligation to file pursuant to Section 8.2(a), then it shall notify Targacept promptly in writing and in sufficient time to enable Targacept to meet any applicable deadlines. Without limiting the generality of the foregoing, with respect to any Patent Rights scheduled for international filing with respect to such country, Aventis shall notify Targacept in writing at least ninety (90) days before the date required for the convention year filing of such patent application or any other deadline date by which an action must be taken to establish or preserve patent rights in such country. Targacept shall then patent, Licensee will promptly and on a timely basis notify uOttawa thereof and uOttawa will have the right, right but not the obligation, at uOttawa’s option and expense, to pursue the file, prosecute and maintain such patents or patent applications. Licensee will reasonably cooperate with and assist uOttawa in connection with any filing, prosecution and maintenance activities undertaken by uOttawa in accordance with this section. uOttawa will consult with Licensee sufficiently in advance to provide Licensee a reasonable opportunity to comment with respect to such filing, prosecution and maintenance activities. Any and all patents for which Licensee elects not to maintain or continue prosecution will not be considered Licensed Patents hereunder. If uOttawa does not intend to file for patent protection or does not wish to continue preparation, prosecution, or maintenance of a Licensed Patent, then it shall give at least thirty (30) days advance notice for Licensee to act in its stead. In such case, Licensee may elect at its sole discretion to continue preparation, filing or support the continued and prosecution or maintenance of such Patent Rights, said patent at its expense, in sole expense on behalf of uOttawa and .uOttawa shall execute such country. If Targacept does so elect documents and perform such acts as may be reasonably necessary for Licensee to pursue such filing file or to continue such support, then it shall notify Aventis of such election, and Aventis shall (i) reasonably cooperate with Targacept in this regard, and (ii) promptly release prosecution or assign, as the case may be, to Targacept, without consideration, all right, title and interest in such Patent Rights in such countrymaintenance.

Patent Prosecution. The Parties expect 6.1.1 Vanderbilt shall have exclusive responsibility for the Prosecution of the Licensed Patents, including choice of patent counsel. Provided that Virtuoso covers all of Vanderbilt’s Patenting Costs in accordance with Section 6.2, Vanderbilt shall keep Virtuoso informed of patent applications prosecution, and will consider Virtuoso’s comments and suggestions prior to taking material actions for the same; Vanderbilt will, at the request of Virtuoso, take all prosecution actions reasonably recommended by Virtuoso which would expand the scope of rights sought or add dependent claims to cover specific Licensed Products; and Vanderbilt shall notify Virtuoso prior to any deadline if it intends to abandon, or otherwise elect to forego its rights in, any Licensed Patents and Virtuoso shall have the opportunity to continue prosecuting and maintaining such Licensed Patents in the name of Vanderbilt at Virtuoso’s expense. Virtuoso shall cooperate with Vanderbilt to insure that each Licensed Patent reflects and will reflect, to the extent practicable and to the best of Virtuoso’s knowledge, all items of commercial interest to Virtuoso. 6.1.2 Virtuoso will be filed reasonably permitted to discuss Prosecution of the Licensed Patents with Vanderbilt’s outside patent counsel, provided that, Virtuoso will pay all resulting outside counsel fees in accordance with Section 6.2. All non-public information exchanged between the Parties or between Vanderbilt’s outside patent counsel and Virtuoso regarding Prosecution of the Licensed Patents, and all shared information regarding analyses or opinions of third party intellectual property, will be deemed Confidential Information of the disclosing Party, whether or not identified or marked as required “Confidential.” In addition, the Parties acknowledge and agree that, with regard to secure suitable Patent Rights covering Alliance Compounds such activities, the interests of the Parties as licensor and inventions that licensee are within to obtain the Research Technology or strongest and broadest patent protection possible, and as such, are otherwise applicable to the Fieldaligned and are legal in nature. The Parties agree as follows with respect to and acknowledge that they have not waived, and nothing in this Agreement constitutes a waiver of, any legal privilege concerning the filing and prosecution of such applications. (a) Aventis shall be responsible for obtainingLicensed Patents or the Confidential Information, prosecuting and/or maintaining throughout the world Patent Rights covering the Aventis Research Technology solely owned by Aventis pursuant to Section 8.1(c) (including, including without limitation, any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c)) and Joint Research Technology jointly owned by Aventis and Targacept pursuant to Section 8.1(a) and shall bear all of privilege under the costs for filing, prosecuting and/or maintaining same; provided that Targacept shall reimburse Aventis for all reasonable costs actually incurred to file, prosecute and/or maintain Patent Rights covering any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c) that are incurred after the effective date of Targacept’s license thereof. Targacept shall be responsible for obtaining, prosecuting and/or maintaining throughout the world Patent Rights covering Targacept Research Technology solely owned by Targacept pursuant to Section 8.1(b) and shall bear all of the costs for filing, prosecuting and/or maintaining samecommon interest doctrine. (b) Each Party shall regularly provide the other Party with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the other Party. In addition, such filing Party shall provide the other Party and its patent counsel with an opportunity to consult with the Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the other Party and its patent counsel shall be taken into reasonable consideration by such Party and its legal counsel in connection with such filing. Each Party shall also provide the other Party with copies of any patentability search reports made by patent counsel with respect to inventions in the Research Technology, including patents located, a copy of each patent application, and each patent that issues thereon. (c) If Aventis elects not to pursue obtaining or prosecuting of Patent Rights, or to support the PCT International filing or the continued prosecution or maintenance of any Patent Rights, in a particular country for which it has the initial right or obligation to file pursuant to Section 8.2(a), then it shall notify Targacept promptly in writing and in sufficient time to enable Targacept to meet any applicable deadlines. Without limiting the generality of the foregoing, with respect to any Patent Rights scheduled for international filing with respect to such country, Aventis shall notify Targacept in writing at least ninety (90) days before the date required for the convention year filing of such patent application or any other deadline date by which an action must be taken to establish or preserve patent rights in such country. Targacept shall then have the right, but not the obligation, to pursue the filing or support the continued prosecution or maintenance of such Patent Rights, at its expense, in such country. If Targacept does so elect to pursue such filing or continue such support, then it shall notify Aventis of such election, and Aventis shall (i) reasonably cooperate with Targacept in this regard, and (ii) promptly release or assign, as the case may be, to Targacept, without consideration, all right, title and interest in such Patent Rights in such country.

Patent Prosecution. The Parties expect that patent applications will be filed as required to secure suitable Patent Rights covering Alliance Compounds and inventions that are within the Research Technology or are otherwise applicable to the Field. The Parties agree as follows with respect to the filing and prosecution of such applications. (a) Aventis Subject to the Novartis-Alnylam Agreement, Arrowhead, at its sole cost, shall be responsible for obtaining, prosecuting and/or maintaining throughout have full and complete responsibility and control over the world Patent Rights covering the Aventis Research Technology solely owned by Aventis pursuant to Section 8.1(c) (including, without limitation, any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c)) and Joint Research Technology jointly owned by Aventis and Targacept pursuant to Section 8.1(a) and shall bear all of the costs for filing, prosecuting and/or maintaining same; provided that Targacept prosecution, and maintenance of all Assigned RNAi Patents. Novartis shall reimburse Aventis for all reasonable costs actually incurred to file, prosecute and/or maintain Patent Rights covering any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c) that are incurred after have full and complete responsibility and control over the effective date of Targacept’s license thereof. Targacept shall be responsible for obtaining, prosecuting and/or maintaining throughout the world Patent Rights covering Targacept Research Technology solely owned by Targacept pursuant to Section 8.1(b) and shall bear all of the costs for filing, prosecuting and/or maintaining sameprosecution, and maintenance of all Licensed RNAi Patents, with expenses for such prosecution and maintenance to be shared equally by Arrowhead and Novartis. (b) Each Party The prosecution and maintenance of the Licensed RNAi Patents will be through a mutually selected patent counsel. Within sixty (60) days following the Effective Date, the Parties shall regularly provide the other Party with copies of all patent applications filed hereunder and other material submissions and correspondence with the patent offices, in sufficient time to allow for review and comment by the other Party. In addition, such filing Party shall provide the other Party and its agree on a patent counsel (“Joint Counsel”) who will be engaged by both Parties. Novartis and Arrowhead shall be jointly and equally responsible for all fees and costs charged by Joint Counsel with an opportunity respect to consult with the Party prosecution and its patent counsel regarding the filing and contents maintenance of any such application, amendment, submission or responseLicensed RNAi Patents, and the advice all other mutually agreed and suggestions of the other approved out-of-pocket costs and expenses incurred by either Party and its patent counsel shall be taken into reasonable consideration by such Party and its legal counsel in connection with such filingprosecution and maintenance thereof. Each Party shall also provide Joint Counsel will give each Party’s designee an opportunity to review the other Party with copies text of any patentability search reports made by patent counsel applications, office action responses or other substantive documents for Licensed RNAi Patents before filing with any patent office or similar authority, shall incorporate each Party’s designee’s reasonable comments with respect to inventions in the Research Technologythereto, including patents located, and shall supply each Party’s designee with a copy of each patent applicationof said documents as filed, together with notice of filing dates and each patent serial numbers. In the event that issues thereoneither Party provides Joint Counsel with conflicting instructions regarding any matter relating to Licensed RNAi Patents, Joint Counsel shall make the Parties aware of such conflicting instructions and, if the Parties are not able to resolve such conflict within a reasonable time prior to the applicable filing deadline, Novartis shall have the final say as regards the preparation, filing, prosecution and maintenance of Licensed RNAi Patents, acting reasonably and in good faith with respect to protecting Arrowhead’s rights in and to the Licensed RNAi Patents. (c) Both Parties shall reasonably cooperate with Joint Counsel in preparation, filing, prosecution and maintenance of patent applications for Licensed RNAi Patents, including providing Joint Counsel with data and other information as reasonably appropriate with respect thereto. (d) Joint Counsel shall be instructed to keep each Party advised of the status of the prosecution and maintenance of Licensed RNAi Patents, including actual and prospective patent filings for patents, and shall provide each Party with advance copies of any papers related thereto. Joint Counsel shall also be instructed to promptly give notice to each Party of the grant, lapse, revocation, surrender, invalidation, or abandonment of any Licensed RNAi Patents. (e) Should Novartis decide that it does not wish to continue paying for the prosecution and maintenance of a particular patent within the Licensed RNAi Patents, Novartis shall notify Arrowhead and Joint Counsel at least sixty (60) days in advance of the next deadline applicable thereto and shall allow Arrowhead to assume responsibility for such prosecution and maintenance payments incurred thirty (30) days after receipt of Novartis’s notice. If Aventis elects Arrowhead assumes such responsibility, then Arrowhead may designate any counsel of its choice to handle the prosecution and maintenance of such patent and such patent shall no longer be treated as Novartis RNAi IP for purposes of any royalty obligations under this Agreement. If Arrowhead decides not to pursue obtaining or prosecuting of Patent Rights, or to support the PCT International filing or the continued prosecution or maintenance of any Patent Rights, in a particular country for which it has the initial right or obligation to file pursuant to Section 8.2(a)assume such responsibility, then it shall notify Targacept promptly in writing so instruct Novartis and in sufficient time to enable Targacept to meet any applicable deadlines. Without limiting the generality of the foregoing, with respect to any Patent Rights scheduled for international filing with respect to such country, Aventis shall notify Targacept in writing at least ninety (90) days before the date required for the convention year filing of such patent application or any other deadline date by which an action must be taken to establish or preserve patent rights in such country. Targacept shall then have the right, but not the obligation, to pursue the filing or support the continued prosecution or maintenance of such Patent Rights, at its expense, in such country. If Targacept does so elect to pursue such filing or continue such support, then it shall notify Aventis of such election, and Aventis shall (i) reasonably cooperate with Targacept in this regard, and (ii) promptly release or assign, as the case may be, to Targacept, without consideration, all right, title and interest in such Patent Rights in such countryJoint Counsel.

Patent Prosecution. The Parties expect that patent applications Cellectis Patent(s). Cellectis will be filed as required responsible, at its own cost for preparing, filing, prosecuting and maintaining all Cellectis Patents and conducting any interferences, re-examinations, reissues and oppositions relating to secure suitable Patent Rights covering Alliance Compounds such Patents. Cellectis shall seek patent protection on all Cellectis Patents. Cellectis and inventions that are within its Affiliates have the Research Technology or are otherwise applicable right to cease all activities relating to the Field. The Parties agree preparation, filing, prosecution and/or maintenance of any Patents as follows with respect to provided in this Section 7.2(a) if Cellectis or its Affiliates question the filing and prosecution patentability of such applicationsPatents and/or such Patents do not cover Pre-Candidate Product, Candidate Product or Product, in which case Cellectis will promptly inform Servier of such planned cessation and Servier may, upon providing written notice to Cellectis, at its own choice, either assume responsibility, at Cellectis’ costs for the preparation, filing, prosecution and/or maintenance of such Patents, or rescind this Agreement. (a) Aventis shall Servier Patent(s). Servier will be responsible responsible, at its own cost for obtainingpreparing, prosecuting and/or maintaining throughout the world Patent Rights covering the Aventis Research Technology solely owned by Aventis pursuant to Section 8.1(c) (including, without limitation, any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c)) and Joint Research Technology jointly owned by Aventis and Targacept pursuant to Section 8.1(a) and shall bear all of the costs for filing, prosecuting and/or and maintaining same; provided that Targacept shall reimburse Aventis for all reasonable costs actually incurred Patents covering the Servier Patents and conducting any interferences, re-examinations, reissues and oppositions relating to file, prosecute and/or maintain Patent Rights covering any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c) that are incurred after the effective date of Targacept’s license thereof. Targacept shall be responsible for obtaining, prosecuting and/or maintaining throughout the world Patent Rights covering Targacept Research Technology solely owned by Targacept pursuant to Section 8.1(b) and shall bear all of the costs for filing, prosecuting and/or maintaining samesuch Patents. (b) Each Joint Patent(s). So long as Servier has not exercised the Option to License as indicated in section 4.1 above (Exercise of the exclusive Option to License), the provision of section 7.2(a) above shall apply. As soon as Servier has exercised the Option to License as indicated in section 4.1 above (Exercise of the exclusive Option to License), the provision of section 7.2 (b) above shall apply. Should a Party (the “Abandoning Party”), in charge of the prosecution of the Joint IP, decide not to protect, prosecute or maintain the protection of Joint Patent, such Abandoning Party shall regularly provide inform the other Party with copies of all patent applications filed hereunder and other material submissions and correspondence with (the patent offices, “Non-Abandoning Party”) reasonably in sufficient time to allow for review and comment by the other Party. In addition, advance so that such filing Non-Abandoning Party shall provide the other Party and its patent counsel with an opportunity to consult with the Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or response, and the advice and suggestions of the other Party and its patent counsel shall be taken into reasonable consideration by such Party and its legal counsel in connection with such filing. Each Party shall also provide the other Party with copies of any patentability search reports made by patent counsel with respect to inventions in the Research Technology, including patents located, a copy of each patent application, and each patent that issues thereon. (c) If Aventis elects not to pursue obtaining or prosecuting of Patent Rights, or to support the PCT International filing or the continued prosecution or maintenance of any Patent Rights, in a particular country for which it has the initial right or obligation to file pursuant to Section 8.2(a), then it shall notify Targacept promptly in writing and in sufficient time to enable Targacept to meet any applicable deadlines. Without limiting the generality of the foregoing, with respect to any Patent Rights scheduled for international filing with respect to such country, Aventis shall notify Targacept in writing at least ninety (90) days before the date required for the convention year filing of such patent application or any other deadline date by which an action must be taken to establish or preserve patent rights in such country. Targacept shall then have the right, but not the obligation, to pursue the filing or support the continued prosecution or maintenance of such Patent Rights, at its expense, in such country. If Targacept does so may elect to pursue said protection and/or maintenance of said protection in its own name. In such filing or continue such supportcase, then it the Non-Abandoning Party shall notify Aventis have full ownership of such election, and Aventis shall (i) reasonably cooperate with Targacept in this regard, and (ii) promptly release or assign, as the case may be, title to Targacept, without consideration, all right, title and interest in such Patent Rights in such country.said Joint Patent. [***] CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION

Patent Prosecution. The Parties expect that patent applications will be filed as required to secure suitable Patent Rights covering Alliance Compounds and inventions that are within the Research Technology or are otherwise applicable to the Field. The Parties agree as follows with respect to the filing and prosecution of such applications. (a) Aventis GPC shall have the first right (but not the obligation) to prepare, file, prosecute, obtain and maintain patent applications and patents on Collaboration Inventions using patent counsel reasonably acceptable to MORPHOSYS with the expenses for any such preparation, filing, prosecution and maintenance to be borne by GPC. GPC agrees that MORPHOSYS shall be responsible for obtaining, prosecuting and/or maintaining throughout kept fully informed of the world Patent Rights covering the Aventis Research Technology solely owned by Aventis pursuant to Section 8.1(c) (including, without limitation, any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c)) and Joint Research Technology jointly owned by Aventis and Targacept pursuant to Section 8.1(a) progress of all patent prosecution and shall bear be provided with copies of all of material documents pertaining thereto, and shall be provided with the costs for reasonable opportunity to comment thereon prior to filing, prosecuting and/or maintaining same; provided that Targacept shall reimburse Aventis for all reasonable costs actually incurred to file, prosecute and/or maintain Patent Rights covering any Alliance Terminated Compound licensed to Targacept as provided in Section 5.2(c) that are incurred after the effective date of Targacept’s license thereof. Targacept which comments shall be responsible for obtaining, prosecuting and/or maintaining throughout incorporated by GPC to the world Patent Rights covering Targacept Research Technology solely owned by Targacept pursuant extent reasonably practical. MORPHOSYS agrees to Section 8.1(b) provide reasonable assistance and shall bear all of the costs for cooperation to GPC to facilitate any such filing, prosecuting and/or maintaining sameprosecution and maintenance. (b) Each Party shall regularly provide the other Party with copies of all GPC may elect not to exercise its first right to prepare, file, prosecute, obtain or maintain patent applications filed hereunder and other material submissions patents on Collaboration Inventions as described in Section 7.2(a) above at any time for any such patent applications and correspondence with patents. For all MORPHOSYS Collaboration Inventions and for those GPC Collaboration Inventions having claims covering the composition or utility of Antibody Products discovered through the use of the MORPHOSYS Technologies for which such election is made, GPC shall give written notice thereof to MORPHOSYS. Such notice shall specifically identify the invention(s), patent application(s) and/or patent(s) for which GPC wishes to relinquish such first right. Following the receipt of such notice, MORPHOSYS shall have the right at its sole expense to prepare, file, prosecute, obtain and maintain the patent offices, application(s) and patent(s) identified in sufficient time to allow the notice all for review and comment by the other Party. In addition, such filing Party shall provide the other Party and its patent counsel with an opportunity to consult with the Party and its patent counsel regarding the filing and contents of any such application, amendment, submission or responseown benefit, and the advice such patent applications and suggestions of the other Party and its patent counsel patents shall be taken into reasonable consideration by such Party and its legal counsel in connection with such filing. Each Party shall also provide removed from the other Party with copies operation of any patentability search reports made by patent counsel with respect to inventions in the Research Technology, including patents located, a copy of each patent application, and each patent that issues thereonthis Agreement. (c) If Aventis elects not The Parties shall mutually agree before permitting any patent application or patent within Patent Rights to pursue obtaining lapse as well as before authorizing any amendment to any patent application or prosecuting patent within Patent Rights that would irrevocably limit the lawful scope of the Patent Rights. (d) No Party shall have any obligation under this Agreement to pay any fees or costs: (i) for bringing a lawsuit or other action to enforce any of the Patent Rights against an actual or suspected infringement or (ii) for the other Party to obtain for its own benefit independent business or legal advice concerning any of the Patent Rights. (e) Each Party agrees to provide reasonable cooperation, or to support at the PCT International other Party’s expense, in the preparation, filing or the continued and prosecution or maintenance of any Patent RightsRights being prepared, filed or prosecuted by such other Party in a particular country for which it has accordance with the initial right or obligation to file pursuant to Section 8.2(a)terms of this Agreement, then it shall notify Targacept promptly in writing and in sufficient time to enable Targacept to meet any applicable deadlines. Without limiting the generality of the foregoing, with respect to any Patent Rights scheduled for international filing with respect to such country, Aventis shall notify Targacept in writing at least ninety (90) days before the date required for the convention year filing of such patent application or any other deadline date by which an action must be taken to establish or preserve patent rights in such country. Targacept shall then have the rightincluding, but not the obligationlimited to, executing all papers and instruments, or requiring its employees or agents to pursue the filing or support the continued prosecution or maintenance of execute such Patent Rightspapers and instruments, at its expense, in so as to facilitate any such country. If Targacept does so elect to pursue such filing or continue such support, then it shall notify Aventis of such election, and Aventis shall (i) reasonably cooperate with Targacept in this regard, and (ii) promptly release or assign, as the case may be, to Targacept, without consideration, all right, title and interest in such Patent Rights in such countryactions.