Common use of Patent Prosecution Clause in Contracts

Patent Prosecution. (a) Novartis shall, in consultation with Enanta, be responsible for filing, prosecuting and maintaining the Enanta IP (in the name of Enanta) and Collaboration IP (in the name(s) of the owner(s) thereof as determined in accordance with Section 13.1(a)) at Novartis’ own cost and expense. Novartis shall use Commercially Reasonable Efforts to obtain appropriate patent protection with respect to claimed inventions that are supported by the relevant specification, whether or not relevant to Products being actually Developed or Commercialized by Novartis hereunder. Enanta shall fully cooperate with Novartis in connection with the filing, prosecution and maintenance of the Enanta IP and the Collaboration IP to the extent reasonably requested by Novartis, including by providing access to relevant persons and executing all documentation reasonably requested by Novartis. Novartis shall consult with Enanta and keep Enanta reasonably informed of the status of such Enanta IP and Collaboration IP, and provide copies of all relevant documents in a timely manner for Enanta’s review and comment, including any material reduction in scope, and will reasonably consider any Enanta comments in good faith, it being understood and agreed, however, that Novartis shall have the authority to make, in good faith, all final decisions relating thereto. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. 32 (b) Novartis will notify Enanta of any decision not to file applications for, or to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Enanta IP and Collaboration IP, including without limitation any decision to abandon any pending or issued claim in the Enanta IP or Collaboration IP. Novartis will provide such notice at least thirty (30) days prior to any relevant filing or payment due date, or any other due date that requires action, in connection with such Patent Right and/or claim. In such event, Novartis shall permit Enanta, at its sole discretion and expense, to file or to continue prosecution or maintenance of such Enanta IP or Collaboration IP, Novartis shall fully cooperate with Enanta in connection with the filing, prosecution and maintenance of the Enanta IP and the Collaboration IP to the extent reasonably requested by Enanta, including by providing access to relevant persons and executing all documentation reasonably requested by Enanta.

Patent Prosecution. Prothena and UHN will assume joint responsibility to control the preparing, filing, prosecuting, obtaining and maintaining the UHN Background IP, at Prothena’s sole cost and expense and using patent counsel acceptable to UHN (acting reasonably) during the Term. With input from UHN, Prothena shall continue to have the responsibility to control the preparing, filing, prosecuting, obtaining and maintaining the Foreground IP, at Prothena’s sole cost and expense and using patent counsel acceptable to UHN (acting reasonably) during the Term. For purposes of the UHN Background IP, UHN will provide Prothena with (a) Novartis shall, a copy of any proposed document pertaining to the prosecution for review and comment reasonably in consultation with Enanta, be responsible for advance of filing, prosecuting and maintaining the Enanta IP (b) will keep Prothena informed in the name of Enanta) and Collaboration IP (in the name(s) of the owner(s) thereof as determined in accordance with Section 13.1(a)) at Novartis’ own cost and expense. Novartis shall use Commercially Reasonable Efforts to obtain appropriate patent protection with respect to claimed inventions that are supported by the relevant specification, whether or not relevant to Products being actually Developed or Commercialized by Novartis hereunder. Enanta shall fully cooperate with Novartis in connection with the filing, prosecution and maintenance of the Enanta IP and the Collaboration IP to the extent reasonably requested by Novartis, including by providing access to relevant persons and executing all documentation reasonably requested by Novartis. Novartis shall consult with Enanta and keep Enanta reasonably informed a timely manner of the status of such Enanta IP filing, prosecution and Collaboration IPmaintenance, and provide copies of all relevant documents including (i) by providing Prothena in a timely manner for Enanta’s with copies of all material communications received from or filed in patent office(s) with respect to such UHN Background IP, and (ii) by providing to Prothena, a reasonable time prior to taking or failing to take any action that would materially affect the scope or validity of any such filing, prior written notice of such proposed action or inaction so that Prothena has a reasonable opportunity to review and comment. For purposes of the Foreground IP, including Prothena (a) will provide UHN with a copy of any material reduction proposed patent application constituting Foreground IP for review and comment reasonably in scopeadvance of filing, and will reasonably consider any Enanta comments in good faith, it being understood and agreed, however, that Novartis shall have the authority to make, in good faith, all final decisions relating thereto. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. 32 (b) Novartis will notify Enanta keep UHN informed in a timely manner of the status of such filing, prosecution and maintenance, including (i) by providing UHN in a timely manner with copies of all material communications received from or filed in patent office(s) with respect to such filing, and (ii) by providing to UHN, a reasonable time prior to taking or failing to take any action that would materially affect the scope or validity of any decision not such filing, prior written notice of such proposed action or inaction so that UHN have a reasonable opportunity to file applications forreview and comment. In the event that Prothena decides to (x) forego or cease prosecution, or to (y) cease prosecution and/or maintenance ofmaintenance, of any Patent or not to continue to pay Patent Application within the expenses of prosecution and/or maintenance of, any Enanta IP and Collaboration IP, including without limitation any decision to abandon any pending or issued claim in the Enanta UHN Background IP or Collaboration IP. Novartis will provide such notice at least thirty Foreground IP in any jurisdiction, UHN may (30) days prior to any relevant filing or payment due date, or any other due date that requires action, in connection with such Patent Right and/or claim. In such event, Novartis shall permit Enanta, at its sole discretion and expense, except to file or to continue the extent such abandonment would reasonably benefit the prosecution or maintenance of such Enanta the remaining Patents and Patent Applications within the UHN Background IP or Collaboration Foreground IP) continue such prosecution or maintenance and Prothena shall have no further obligations in respect of such Patent or Patent Application in such jurisdiction, Novartis shall fully cooperate with Enanta in connection with the filing, prosecution and maintenance such Patent or Patent Application will no longer be licensed to Prothena as part of the Enanta IP and the Collaboration IP to the extent reasonably requested by Enanta, including by providing access to relevant persons and executing all documentation reasonably requested by EnantaLicensed Intellectual Property.

Patent Prosecution. 10.1 The filing and prosecution of the U.S. and foreign patent applications and maintenance of all U.S. and foreign patents within the WFUHS Patent Rights will be managed by WFUHS; provided, however, that, Tengion will have the reasonable right to comment upon the management, prosecution and maintenance of such patent application(s) and issued patents, including the reasonable right to offer comments and advice regarding strategic and tactical decisions in the prosecution and maintenance process; provided further, that WFUHS shall retain the authority to reject any comments proffered by Tengion. Tengion may direct its comments and recommendations directly to WFUHS’s patent counsel so long as WFUHS receives contemporaneous copies of all correspondence, e-mails and other communications with respect thereto. WFUHS will exercise commercially reasonable diligence in applying for, seeking prompt issuance of and maintaining the WFUHS Patent Rights. In carrying out these activities, WFUHS will consider in good faith the recommendations of the JPC. Patent counsel for the preparation, filing, prosecution and maintenance of the WFUHS Patent Rights shall be selected by WFUHS but shall be reasonably acceptable to Tengion (ait being agreed that the firm of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & Fish is acceptable to Tengion with respect to such firm’s expertise and competence in the substantive law of intellectual property). WFUHS will consult Tengion and will keep Tengion reasonably informed of all matters relating to the preparation, filing, prosecution and maintenance of all WFUHS Patent Rights, including, but not limited to, disclosing to Tengion the complete text of all patent applications. In addition, WFUHS will provide Tengion with copies of all material correspondence with the applicable patent office in such a manner to allow Tengion a meaningful opportunity to comment. The Parties will cooperate with each other in order to preserve to the greatest extent possible the attorney-client privilege with respect to the prosecution and maintenance of the WFUHS Patent Rights. 10.2 In the event Tengion determines that filing, prosecution or maintenance of any U.S. or foreign Improvement Patent or any patent or patent application relating to a Deferred Invention is not justified (a “Surrendered Patent”), Tengion will notify WFUHS of such determination in writing, thereby surrendering its rights to the Surrendered Patent, such notice to be given no fewer than sixty (60) Novartis shalldays before any response or action is needed to preserve and the Surrendered Patent. WFUHS will then have the option to file, in consultation with Enantaprosecute or maintain the Surrendered Patent at its own expense. Further, WFUHS will then have the sole right to delete the Surrendered Patent from the license or option rights of Tengion under this Agreement for the territory covered thereby. WFUHS shall then be responsible free to license or otherwise exploit its rights to such Surrendered Patent to any other party on any other terms. 10.3 Upon presentation of itemized statements to Tengion, Tengion will promptly reimburse WFUHS for all reasonable fees and costs relating to the preparation, filing, prosecuting and maintaining maintenance of Improvement Patents that are incurred following the Enanta IP Effective Date. Any amounts due hereunder that remain unpaid forty-five (45) days after Tengion receives an invoice from WFUHS shall bear simple interest accrued at the annual rate of * from the date such payment first became due. * Confidential Treatment Requested 24 10.4 If WFUHS, in the name of Enanta) and Collaboration IP (in the name(s) its sole discretion, elects not to pursue, maintain or retain a particular Improvement Patent or patent or patent application relating to a Deferred Invention, then WFUHS shall so notify Tengion and, subject to any rights of the owner(s) thereof as determined in accordance with Section 13.1(a)) U.S. government, if any, under Public Law 96-517, 97-226 and 98-620, codified at Novartis’ own cost 35 U.S.C. §§ 200-212 and expense. Novartis any regulations promulgated thereunder, shall use Commercially Reasonable Efforts authorize Tengion to obtain appropriate patent protection with respect to claimed inventions that are supported by the relevant specification, whether or not relevant to Products being actually Developed or Commercialized by Novartis hereunder. Enanta shall fully cooperate with Novartis in connection with assume the filing, prosecution and maintenance of the Enanta IP and the Collaboration IP such application or patent at Tengion’s expense, but without any additional consideration payable to the extent reasonably requested by NovartisWFUHS, including by providing access to relevant persons and executing all documentation reasonably requested by Novartis. Novartis shall consult with Enanta and keep Enanta reasonably informed except reimbursement of the status costs of implementing the transfer of such Enanta IP rights and Collaboration IP, and provide copies payment of all relevant documents in a timely manner for Enanta’s review and comment, including any material reduction in scope, and will reasonably consider any Enanta comments in good faith, it being understood and agreed, however, that Novartis shall have patent costs through the authority to make, in good faith, all final decisions relating thereto. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. 32 (b) Novartis will notify Enanta of any decision not to file applications for, or to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Enanta IP and Collaboration IP, including without limitation any decision to abandon any pending or issued claim in the Enanta IP or Collaboration IP. Novartis will provide such notice at least thirty (30) days prior to any relevant filing or payment due date, or any other due effective date that requires action, in connection with such Patent Right and/or claim. In such event, Novartis shall permit Enanta, at its sole discretion and expense, to file or to continue prosecution or maintenance of such Enanta IP or Collaboration IP, Novartis shall fully cooperate with Enanta in connection with the filing, prosecution and maintenance of the Enanta IP and the Collaboration IP to the extent reasonably requested by Enanta, including by providing access to relevant persons and executing all documentation reasonably requested by Enantatransfer in accordance with Article 10.

Patent Prosecution. 5.1 During the term of this Agreement, Licensee shall have the sole initial right (ai) Novartis to file such United States and/or foreign patent applications covering patentable inventions included within the Technology or any Developments created by or on behalf of PAA as Licensee shall, in consultation its sole discretion, deem advisable, (ii) to prosecute and defend all patent applications referred to in clause (i), and (iii) to maintain in force any patents resulting from such applications. Licensee shall bear all costs associated with Enanta, be responsible for the foregoing filing, prosecuting prosecution, defense and maintaining maintenance incurred after the Enanta IP (Effective Date. Without limitation of the foregoing, Licensee shall prosecute with reasonable diligence and at its sole expense the Patent Application, except that Licensee shall not be obligated to prosecute any divisional resulting from the Patent Application if such divisional does not include at least one claim with substantial application in the name Field of Enanta) and Collaboration IP Use, as determined by Licensee in its reasonable discretion. 5.2 If Licensee determines not to file any such patent application after request by PAA, or not to prosecute any such patent application or to maintain any such patents, Licensee shall timely provide PAA with written notice of such determination, in which event PAA shall have the right to file or prosecute such application or maintain such patents entirely at its own expense, unless Licensee has a reasonable basis for such determination (including, without limitation, Licensee's preference for keeping the relevant Technology or Development a trade secret). Licensee's written notice of such determination shall state the reasonable basis. If the reasonable basis is Licensee's preference for keeping the relevant Technology or Development a trade secret, the trade secret shall be identified in the name(swritten notice and such Trade Secret shall become a Valid Claim for purposes of this Agreement. It shall be unreasonable for Licensee to prefer to keep any Technology or Development a trade secret if such Technology or Development is not material to the Field of Use. 5.3 Each party shall (i) timely advise the other in writing of the owner(s) thereof as determined in accordance with Section 13.1(a)) at Novartis’ own cost and expense. Novartis shall use Commercially Reasonable Efforts to obtain appropriate patent protection its intentions with respect to claimed inventions that are supported by the relevant specification, whether or not relevant to Products being actually Developed or Commercialized by Novartis hereunder. Enanta shall fully cooperate with Novartis in connection with the filing, prosecution and maintenance of patent applications and patents as set forth above in order to allow the Enanta IP and other the Collaboration IP opportunity to comment thereon, which comments the extent reasonably requested by Novartis, including by providing access to relevant persons and executing all documentation reasonably requested by Novartis. Novartis party shall consult with Enanta and keep Enanta reasonably informed of the status of such Enanta IP and Collaboration IP, and provide copies of all relevant documents in a timely manner for Enanta’s review and comment, including any material reduction in scope, and will reasonably consider any Enanta comments in good faith, it being understood and agreed, however, that Novartis shall have the authority to make, in good faith, all final decisions relating thereto. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. 32 (bii) Novartis will notify Enanta of any decision not to file applications for, or to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Enanta IP and Collaboration IP, including without limitation any decision to abandon any pending or issued claim in the Enanta IP or Collaboration IP. Novartis will provide such notice at least thirty (30) days prior to any relevant filing or payment due date, or any other due date that requires action, in connection with such Patent Right and/or claim. In such event, Novartis shall permit Enanta, at its sole discretion and own expense, provide the other with reasonable assistance to file or to continue prosecution or maintenance of such Enanta IP or Collaboration IP, Novartis shall fully cooperate with Enanta in connection with facilitate the filing, prosecution and maintenance of patent applications and patents as set forth above, and shall execute all documents which the Enanta IP other party reasonably deems necessary or desirable therefor. Without limitation of the foregoing clause (ii), PAA shall, within seven (7) days of the Effective Date, cause to be delivered to Licensee all prosecution file history and the Collaboration IP other documents relating to the extent reasonably requested by Enanta, including by providing access to relevant persons and executing all documentation reasonably requested by EnantaPatent Application.

Patent Prosecution. (a) Novartis 7.1 OSU shall, in consultation with Enantaits sole discretion, using either its regularly engaged patent counsel or other patent counsel reasonably acceptable to LICENSEE, be responsible for the preparation, filing, prosecuting prosecution and maintaining the Enanta IP (maintenance of any and all applications and patents included in the name PATENT RIGHTS. OSU shall consult with LICENSEE as to the preparation, filing, prosecution and maintenance of Enantasuch applications and patents and shall furnish to LICENSEE copies of documents relevant to any such preparation, filing, prosecution or maintenance, with all such consultation and copies being made reasonably in advance of any filing or other action to permit LICENSEE to review and offer comments thereto. In the event that OSU shall elect to either forgo the preparation, filing, prosecution or maintenance or otherwise abandon any PATENT RIGHTS, OSU shall as soon as reasonably practicable, but in no event less than sixty (60) prior to the date on which any such action would be timely required, give written notice thereof to LICENSEE. Upon receipt of any such notice or to the extent any such determination becomes actually known to LICENSEE, LICENSEE shall have the option, but not obligation to prepare, file, prosecute or maintain, as the case may be, the PATENT RIGHTS. OSU and Collaboration IP (LICENSEE shall cooperate fully in determining, in a timely manner, the name(s) of the owner(s) thereof as determined countries in accordance with Section 13.1(a)) at Novartis’ own cost and expense. Novartis shall use Commercially Reasonable Efforts to obtain appropriate which patent protection with respect shall be pursued and maintained. Each party shall provide to claimed inventions the other prompt notice as to all matters that are supported come to its attention and which may affect the preparation, filing, prosecution or maintenance of any such patent applications or patents. In particular, LICENSEE will immediately notify OSU if LICENSEE or a sublicensee (or optionee) does not qualify as a “small entity” as provided by the relevant specificationUnited States Patent and Trademark Office. 7.2 LICENSEE shall reimburse OSU the amount of One Hundred One Thousand Nine Hundred Seven Dollars and Twenty Cents ($101,907.20), whether or not relevant to Products being which amount is the sum of all documented expenses OSU has actually Developed or Commercialized by Novartis hereunder. Enanta shall fully cooperate with Novartis in connection with incurred through January 2008 for the preparation, filing, prosecution and maintenance of the Enanta IP PATENT RIGHTS, which shall be paid in eight (8) quarterly installments of Twelve Thousand Seven Hundred and Thirty-Eight Dollars and Forty Cents ($21,738.40), with the Collaboration IP to first installment due and payable October 1, 2009, and each subsequent payment due and payable January 1, April 1, July 1 and October 1, respectively. Thereafter, LICENSEE shall reimburse OSU for all such unreimbursed or future expenses actually incurred for the extent reasonably requested by Novartispreparation, including by providing access to relevant persons and executing all documentation reasonably requested by Novartis. Novartis shall consult with Enanta and keep Enanta reasonably informed filing, prosecution or maintenance of the status PATENT RIGHTS upon receipt of such Enanta IP and Collaboration IP, and provide copies of all relevant documents in a timely manner for Enanta’s review and comment, including any material reduction in scope, and will reasonably consider any Enanta comments in good faith, it being understood and agreed, however, that Novartis invoices from OSU. Such reimbursement shall have the authority to make, in good faith, all final decisions relating thereto. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. 32 (b) Novartis will notify Enanta of any decision not to file applications for, or to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Enanta IP and Collaboration IP, including without limitation any decision to abandon any pending or issued claim in the Enanta IP or Collaboration IP. Novartis will provide such notice at least be made within thirty (30) days prior of receipt of OSU’s invoice and shall, if overdue and not otherwise disputed, be subject to any relevant filing or payment due date, or any other due date that requires actionlate charges as specified in Article 3.5 above. OSU reserves the right, in connection with such Patent Right and/or claim. In such event, Novartis shall permit Enanta, at its sole discretion and expensediscretion, to file require the pre-payment by LICENSEE of some or to continue prosecution or maintenance all of the anticipated filing costs for any foreign patent application as a precondition for the filing of such Enanta IP or Collaboration IP, Novartis shall fully cooperate with Enanta in connection with the filing, prosecution and maintenance of the Enanta IP and the Collaboration IP to the extent reasonably requested by Enanta, including by providing access to relevant persons and executing all documentation reasonably requested by Enantaapplication.

Patent Prosecution. (ai) Novartis shallFollowing the Closing Date, to the extent reasonably required in order to perfect Purchaser’s or its Affiliates’ chain of title to the Transferred Business Intellectual Property as recorded at the United States Patent and Trademark Office (“USPTO”), or a corresponding office in a foreign country, (y) the Seller Parties shall use (and cause each of their respective applicable Subsidiaries to use) commercially reasonable efforts (which shall not include the payment or the transfer of other consideration to any third party) to provide, obtain, or cause to be obtained, documents sufficient to evidence the chain of title conferring ownership of such Transferred Business Intellectual Property in Purchaser in a form suitable for recordation with the USPTO, or a corresponding office in a foreign country, and to provide such documents to the Purchaser for filing and recordation by it, or, in consultation with Enanta, be responsible for filing, prosecuting and maintaining the Enanta IP (in the name of Enanta) and Collaboration IP (in the name(s) sole discretion of the owner(sSeller, to record, or to cause to be recorded, such documents (the “Title Documents”), and (z) thereof as determined each Seller Party shall deliver (and cause each of their respective applicable Subsidiaries to deliver) to Purchaser each file in accordance with Section 13.1(a)such Seller Party’s (or such Subsidiary’s) at Novartis’ own cost and expense. Novartis shall use Commercially Reasonable Efforts possession relating to obtain appropriate patent protection with respect to claimed inventions that are supported by the relevant specification, whether or not relevant to Products being actually Developed or Commercialized by Novartis hereunder. Enanta shall fully cooperate with Novartis in connection with the filing, prosecution and maintenance of the Enanta Transferred Business Intellectual Property listed on Schedules 1, 2, 3 or 4 (the “IP Files,” and together with the Collaboration Title Documents, the “IP Transfer Documents”), in each case as promptly as reasonably possible after the Closing Date. If the Seller Parties deliver all of the IP Transfer Documents on or prior to the extent reasonably requested by NovartisDocument Delivery Date, including by providing access to relevant persons and executing all documentation reasonably requested by Novartis. Novartis then Purchaser shall consult with Enanta and keep Enanta reasonably informed pay Seller an additional $2,000,000 (the “Patent Assistance Payment”). (ii) For purposes of evidencing the Seller Parties’ satisfaction of the status condition set forth in Section 3.3(b)(i), Seller shall deliver a written notice to Purchaser (the “Patent Assistance Notice”) on the Document Delivery Date stating that Seller has satisfied the condition set forth in Section 3.3(b)(i). The Patent Assistance Notice shall be deemed a final and binding confirmation that Purchaser must make the Patent Assistance Payment to Seller unless Purchaser delivers a written notice (the “Patent Assistance Objection Notice”) to Seller on or prior to the fifth Business Day after receipt of such Enanta IP and Collaboration IPthe Patent Assistance Notice (y) stating that Purchaser disputes Seller’s assertion that the Seller Parties have satisfied the condition set forth in Section 3.3(b)(i), and provide copies (z) setting forth in reasonable detail the specific basis upon which Purchaser believes that the Seller Parties have failed to satisfy the condition set forth in Section 3.3(b)(i). (iii) If Seller agrees with the statements made in the Patent Assistance Objection Notice, then Seller shall have an additional five Business Days to cure any failure to satisfy the condition set forth in Section 3.3(b)(i) from the date of all relevant documents in a timely manner for EnantaSeller’s review and comment, including any material reduction in scope, and will reasonably consider any Enanta comments in good faith, receipt of the Patent Assistance Objection Notice (it being understood that if Seller cures any such failure within such additional time period, Purchaser shall deliver the Patent Assistance Payment no later than the third Business Day after the satisfaction of such condition). (iv) If Seller disagrees with the statements made in the Patent Assistance Objection Notice, then Seller and agreedPurchaser shall resolve any dispute related thereto pursuant to Section 11.1, howeverand upon the final resolution of any such dispute, that Novartis (y) if Seller is determined to have not satisfied the condition set forth in Section 3.3(b)(i), then Seller shall have an additional five Business Days to satisfy such condition from the authority date of such final resolution (it being understood that if Seller satisfies such condition within such additional time period, Purchaser shall deliver the Patent Assistance Payment no later than the third Business Day after the satisfaction of such condition), and (z) if Seller is determined to makehave satisfied such condition, in good faith, all then Purchaser shall deliver the Patent Assistance Payment no later than the third Business Day following the final decisions relating thereto. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote resolution of such omission. 32dispute. (bv) Novartis will notify Enanta If requested by Purchaser, the Seller Parties shall each use commercially reasonable efforts to assist Purchaser (at Purchaser’s expense) in prosecuting and maintaining any Patents included in the Transferred Business Intellectual Property during the 90-day period following the Closing Date. Subject to the Avago Sensor IPCo License Agreement, and except for the provision of the assistance to Purchaser required under the immediately preceding sentence, the Seller Parties and their respective Subsidiaries shall have no obligation to prosecute any Patents included in the Transferred Business Intellectual Property after the Closing Date, even if such Patents are the subject of any decision not pending litigation relating to file applications forsuch Patents, or and their obligations with respect to cease prosecution and/or maintenance of, or not transfer of all such Patents shall be limited to continue to pay the expenses delivery of prosecution and/or maintenance of, any Enanta IP complete files relating thereto and Collaboration IP, including without limitation any decision to abandon any pending or issued claim in the Enanta IP or Collaboration IP. Novartis will provide such notice at least thirty (30) days prior to any relevant filing or payment due date, or any other due date that requires action, in connection with such Patent Right and/or claim. In such event, Novartis shall permit Enanta, at its sole discretion and expense, to file or to continue prosecution or maintenance delivery of such Enanta IP or Collaboration IP, Novartis shall fully cooperate with Enanta in connection with assignment agreements suitable for the filing, prosecution and maintenance assignment of the Enanta IP and the Collaboration IP Transferred Business Intellectual Property Rights to the extent reasonably requested by Enanta, including by providing access Purchaser pursuant to relevant persons and executing all documentation reasonably requested by EnantaSection 2.3(a).

Patent Prosecution. (a) Novartis shallErasca shall have the first right to file, prosecute (including conduct and control interferences, re-examinations, and post-issuance proceedings, including oppositions, post-grant review, inter partes review, derivation proceedings and supplemental examination) and maintain and file Patent Term Extensions for all Licensed Patents in consultation with Enanta, be responsible for filing, prosecuting and maintaining the Enanta IP (Medshine’s name in the name of Enanta) and Collaboration IP (in the name(s) of the owner(s) thereof as determined in accordance with Section 13.1(a)) Territory at Novartis’ ▇▇▇▇▇▇’s own cost and expenseexpense and using counsel of its own choice. Novartis Erasca shall use Commercially Reasonable Efforts to obtain appropriate patent protection with respect to claimed inventions that are supported by make national phase filings for the relevant specification, whether or not relevant to Products being actually Developed or Commercialized by Novartis hereunder. Enanta Licensed Patents set forth on Exhibit 1.43 in at least the jurisdictions set forth in Exhibit 5.1(a) (the “Primary Patent Jurisdictions”). (b) Medshine shall fully reasonably cooperate with Novartis in connection with the filingErasca’s requests for data, prosecution affidavits, and other information and assistance to support prosecution, maintenance and defense of the Enanta IP and the Collaboration IP to the extent reasonably requested by NovartisLicensed Patents, including by providing access to relevant persons and executing all documentation reasonably requested by Novartis▇▇▇▇▇▇ within the timeframe reasonably requested by Erasca. Novartis Erasca shall consult with Enanta and keep Enanta Medshine reasonably informed of the status of the Licensed Patents in the Territory, including by providing Medshine with a copy of material communications to and from any patent authority in the Territory regarding such Enanta IP Licensed Patents, providing Medshine with drafts of any material filings or responses to be made to such patent authorities in the Territory in connection therewith sufficiently in advance of submitting such filings or responses so as to allow for a reasonable opportunity for Medshine to review and Collaboration IPcomment thereon, and provide copies of all relevant documents in a timely manner for Enanta’s review and comment, including any material reduction in scope, and will reasonably consider any Enanta comments considering in good faith, it being understood faith any comments made by and agreed, however, that Novartis shall have the authority to make, in good faith, all final decisions relating actions recommended by ▇▇▇▇▇▇▇▇ with respect thereto. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. 32. (bc) Novartis will Erasca shall notify Enanta Medshine of any decision to cease prosecution, defense and/or maintenance of any Licensed Patent in any country, region or territory in the Territory (including not to file applications for, or to cease prosecution and/or maintenance of, or not to continue to pay initiate national phase filings for the expenses of prosecution and/or maintenance of, any Enanta IP and Collaboration IP, including without limitation any decision to abandon any pending or issued claim Licensed Patents in the Enanta IP or Collaboration IPPrimary Patent Jurisdictions) (an “Abandoned Patent Right”). Novartis will Erasca shall provide such notice at least thirty (30) days [***] prior to any relevant filing or payment due date, or any other due date that requires actionaction in order to avoid loss of rights, in connection with such Abandoned Patent Right and/or claimRight. In such event, Novartis Medshine shall permit Enantahave the right (but not the obligation), at its sole Medshine’s discretion and expense, to file or to continue prosecution or maintenance of such Enanta IP or Collaboration IP, Novartis shall fully cooperate with Enanta in connection with the filing, prosecution and maintenance of such Abandoned Patent Right (including to initiate national phase filings for the Enanta IP Licensed Patents in the Primary Patent Jurisdictions if Erasca elects not to do so) in Medshine’s name, and the Collaboration IP such Abandoned Patent Right shall cease to be a Licensed Patent and not be subject to the extent reasonably requested license granted to Erasca under this Agreement. Notwithstanding the foregoing, a Licensed Patent that is abandoned by EnantaErasca in favor of a continuation application or other existing Patent rights in a Primary Patent Jurisdiction shall not be deemed to be an Abandoned Patent Right. (d) In the event that Erasca identifies Licensed Know-How for which it desires to obtain Patent rights, Erasca shall inform Medshine of such Licensed Know-How and desire to obtain Patent rights, and Medshine shall cooperate and provide reasonable assistance to Erasca in its preparation and filing of a patent application directed to such Licensed Know-How and when filed such patent application shall be deemed a Licensed Patent. (e) Each Party shall provide the other Party all reasonable assistance and cooperation in the Patent prosecution efforts under this Section 5.1, including by providing access to relevant persons any necessary powers of attorney and executing all documentation reasonably requested by Enantaany other required documents or instruments for such prosecution.

Patent Prosecution. (a) Novartis shall6.1 The Parties acknowledge and agree that pursuant to the Patent Assignment, RXi shall control the prosecution and pay directly for all patent and maintenance costs in consultation with Enanta, be responsible for filing, prosecuting and maintaining the Enanta IP (in the name of Enanta) and Collaboration IP (in the name(s) respect of the owner(s) thereof as determined in accordance with Section 13.1(a)) at Novartis’ own cost and expense. Novartis shall use Commercially Reasonable Efforts to obtain appropriate patent protection with respect to claimed inventions that are supported by Patent Rights during the relevant specification, whether or not relevant to Products being actually Developed or Commercialized by Novartis hereunder. Enanta shall fully cooperate with Novartis in connection with the filing, prosecution and maintenance term of the Enanta IP Patent Assignment. RXi agrees to provide ADVIRNA reasonable opportunity to review and the Collaboration IP to the extent reasonably requested by Novartiscomment on prosecution matters, including by providing access to relevant persons and executing all documentation reasonably requested by Novartis. Novartis shall consult ADVIRNA with Enanta and keep Enanta reasonably informed a copy of the status of material communications from any patent authority regarding such Enanta IP and Collaboration IPPatent Rights, and provide copies by providing drafts of all relevant documents in a timely manner for Enanta’s review and comment, including any material reduction in scope, and will reasonably consider any Enanta comments in good faith, it being understood and agreed, however, that Novartis shall have the authority filings or responses to make, in good faith, all final decisions relating thereto. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote be made to such omission. 32 (b) Novartis will notify Enanta of any decision not to file applications for, or to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Enanta IP and Collaboration IP, including without limitation any decision to abandon any pending or issued claim in the Enanta IP or Collaboration IP. Novartis will provide such notice patent authorities at least thirty (30) days prior in advance of submitting such filings or responses. RXi shall reasonably consider and incorporate ADVIRNA’s comments in good faith and ensure that inventorship conforms to any relevant filing or payment due datethe rules of the laws of the country in which such patent application is filed. Notwithstanding the foregoing, or any other due date that requires actionfor so long as ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ serves as an officer of RXi, RXi need not comply with the notice and review provision of this Section 6.1. 6.2 If, as set forth in connection with such the Patent Right and/or claim. In such eventAssignment, Novartis shall permit Enanta, at RXi decides in its sole discretion and expense, to file or to continue prosecution or maintenance of such Enanta IP or Collaboration IP, Novartis shall fully cooperate with Enanta in connection with abandon the filing, prosecution and maintenance of the Enanta IP Patent Rights, RXi agrees to assign all right, title and the Collaboration IP interest in and to the extent reasonably requested by EnantaPatent Rights and Technology Rights to ADVIRNA and ADVIRNA will be solely responsible for prosecution and maintenance costs of the Patent Rights, including by providing access provided, however, that Advirna shall grant, and hereby grants, a worldwide, non-exclusive, fully-paid and royalty-free license to relevant persons RXi or its assigns to make, have made, use, sell and executing all documentation reasonably requested by Enantaimport products and services that would otherwise infringe on any Valid Claims contained in such forfeited patents. 6.3 Nothing in this Agreement precludes ADVIRNA from contesting the validity of any Patent Rights. In the event evidentiary material comes to the attention of ADVIRNA subsequent to the Effective Date that, in the judgment of ADVIRNA, bears on the validity or scope of any Patent Rights, ADVIRNA will in good faith discuss with RXi whether such evidentiary material so affects the validity or scope of the Patent Rights to which it is asserted to apply that the terms of this Agreement in respect to such Patent Rights should be modified. 6.4 In the event ADVIRNA intends to assert in any forum that any Patent Rights are invalid, unenforceable, or unpatentable, ADVIRNA will, not less than ninety (90) days prior to making any such assertion, provide to RXi a complete written disclosure of each and every basis then known to ADVIRNA for such assertion and, with such disclosure, will provide RXi with a copy of any document or publication upon which ADVIRNA intends to rely in support of such assertion. ADVIRNA’s failure to comply with this provision will constitute a material breach of this Agreement. If Advirna so asserts in any forum that any Patent Rights are invalid, unenforceable, or unpatentable, then this license shall automatically terminate.

Patent Prosecution. (a) Novartis shall, in consultation with Enanta, be responsible for filing, prosecuting and maintaining the Enanta IP (in the name of Enanta) and Collaboration IP (in the name(s) of the owner(s) thereof as determined in accordance with Section 13.1(a)) at Novartis’ own cost and expense. Novartis shall use Commercially Reasonable Efforts to obtain appropriate patent protection with respect to claimed inventions that are supported by the relevant specification, whether or not relevant to Products being actually Developed or Commercialized by Novartis hereunder. Enanta shall fully cooperate with Novartis in connection with the filing, prosecution and maintenance of the Enanta IP and the Collaboration IP to the extent reasonably requested by Novartis, including by providing access to relevant persons and executing all documentation reasonably requested by Novartis. Novartis shall consult with Enanta and keep Enanta reasonably informed of the status of such Enanta IP and Collaboration IP, and provide copies of all relevant documents in a timely manner for Enanta’s review and comment, including any material reduction in scope, and will reasonably consider any Enanta comments in good faith, it being understood and agreed, however, that Novartis shall have the authority to make, in good faith, all final decisions relating thereto. Confidential materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote such omission. 32. (b) Novartis will notify Enanta of any decision not to file applications for, or to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any Enanta IP and Collaboration IP, including without limitation any decision to abandon any pending or issued claim in the Enanta IP or Collaboration IP. Novartis will provide such notice at least thirty (30) days prior to any relevant filing or payment due date, or any other due date that requires action, in connection with such Patent Right and/or claim. In such event, Novartis shall permit Enanta, at its sole discretion and expense, to file or to continue prosecution or maintenance of such Enanta IP or Collaboration IP, Novartis shall fully cooperate with Enanta in connection with the filing, prosecution and maintenance of the Enanta IP and the Collaboration IP to the extent reasonably requested by Enanta, including by providing access to relevant persons and executing all documentation reasonably requested by Enanta.