Common use of Patent Prosecution Clause in Contracts

Patent Prosecution. (a) Quark will be responsible for filing, prosecuting and maintaining the Quark Patents and any Joint Patents at its own cost and expense, through a Third Party law firm mutually agreed between the Parties. Novartis will fully cooperate with Quark in connection with the filing, prosecution and maintenance of the Quark Patents and any Joint Patents, including by providing access to relevant persons and executing all documentation reasonably requested by Quark. Quark will consult with Novartis and keep Novartis reasonably informed of the status of such Quark Patents and Joint Patents, it being understood and agreed that Quark shall make all decisions relating thereto. (b) Quark will notify Novartis of its decision as to the countries of the world in which it elects to file, prosecute and maintain each Quark Patent and Joint Patent, and shall notify Novartis as to any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any such Quark Patent or Joint Patent in any country in which it was filed. Quark will provide such notices at least [*] prior to any filing or payment due date, or any other due date that requires action, in connection with such Patent Right. In the event that Novartis wants to file patent applications in countries beyond those in which Quark decided to seek patent protection, or if Novartis wants to prosecute and maintain such Quark Patents or Joint Patents in countries where Quark has elected not to continue such prosecution or maintenance, Quark shall permit Novartis, at its sole discretion and expense but in the name of Quark (for Quark Patents) and in the name of Quark and Novartis jointly (for Joint Patents), to file or to continue prosecution or maintenance of such Quark Patent or Joint Patent. (c) In the event that any patent or patent application included in Quark Patents or Joint Patents is challenged by a Third Party, including opposition or reexamination, the Parties agree to cooperate with each other in the defense of such patent or patent application, with each of Quark and Novartis responsible for [*] of the cost associated with such defense. Notwithstanding the foregoing, the defense of any patent challenges filed (e.g. as a counterclaim) in connection with a infringement action brought under Section 10.3 shall be controlled by the Party bringing such infringement action. In the event Novartis is controlling the defense of a challenge to a Quark Patent by reason of this Section 10.2(c), Novartis shall meet and confer with Quark on a periodic basis to discuss such defense and shall consider in good faith any issues raised by Quark. (d) The Parties acknowledge that Quark shall have the right to separate any claims of a Quark Patent that are specific to the [*] of a Quark Patent and to file such claims in a separate patent application [*], including without limitation through the filing of one or more divisional applications at the request of Novartis pursuant to Section 6.8 of the Option Agreement. For the avoidance of doubt, any patent applications resulting from the foregoing process that do not claim any [*] (“[*] Patents”) shall be excluded from the definition of Quark Patents and Quark Technology for purposes of this Agreement and the Option Agreement. Quark shall keep Novartis reasonably informed of the status of such [*] Patents, it being understood and agreed that Quark shall make all decisions relating thereto.

Patent Prosecution. (a) Quark will be responsible for filing, prosecuting and maintaining the Quark Patents and any Joint Patents at its own cost and expense, through a Third Party law firm mutually agreed between the Parties. Novartis will fully cooperate with Quark in connection with the filing, prosecution and maintenance of the Quark Patents and any Joint Patents, including by providing access to relevant persons and executing all documentation reasonably requested by Quark. Quark will consult with Novartis and keep Novartis reasonably informed of the status of such Quark Patents and Joint Patents, it being understood and agreed that Quark shall make all decisions relating thereto.[Reserved] (b) Quark resTORbio will have the sole right to control Prosecution and Maintenance of all RAD001 Patents, BEZ235 Patents, and BEZ235/RAD001 Combination Patents (the “Licensed Patents”) at resTORbio’s expense, using counsel reasonably acceptable to Novartis. resTORbio will keep Novartis informed of important issues relating to the Prosecution and Maintenance of the Novartis Patents, and will furnish to Novartis copies of documents relevant to such Prosecution and Maintenance in sufficient time, but no later than 14 days, prior to the filing of such document to allow for review and comment by Novartis and resTORbio will reasonably consider all of such comments. Novartis will cooperate with and assist resTORbio in the Prosecution and Maintenance of the Novartis Patents including by (i) making its relevant scientists and scientific records reasonably available and (ii) signing and delivering (or using reasonable efforts to have signed and delivered), subject to reimbursement of out of pocket costs by resTORbio, all documents reasonably necessary in connection with such Prosecution and Maintenance. resTORbio will notify Novartis of its decision as to the countries of the world in which it elects to file, prosecute and maintain each Quark Patent and Joint Patent, and shall notify Novartis as to any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance ofProsecution and Maintenance of any Novartis Patent, any such Quark Patent or Joint Patent in any country in which it was filed. Quark will provide such notices notice must be delivered at least [*] sixty (60) days prior to any filing or payment due date, or any other due date that requires action, in connection with such Patent Right. In the event that Novartis wants to file patent applications in countries beyond those in which Quark decided to seek patent protectionsuch event, or if Novartis wants to prosecute and maintain such Quark Patents or Joint Patents in countries where Quark has elected not to continue such prosecution or maintenance, Quark shall permit Novartis, at its sole discretion and expense but in the name of Quark (for Quark Patents) and in the name of Quark and Novartis jointly (for Joint Patents)expense, to file or to continue prosecution or maintenance of such Quark Patent or Joint Patent. (c) In the event that any patent or patent application included in Quark Patents or Joint Patents is challenged by a Third Party, including opposition or reexamination, the Parties agree to cooperate with each other in the defense of such patent or patent application, with each of Quark and Novartis responsible for [*] of the cost associated with such defense. Notwithstanding the foregoing, the defense of any patent challenges filed (e.g. as a counterclaim) in connection with a infringement action brought under Section 10.3 shall be controlled by the Party bringing such infringement action. In the event Novartis is controlling the defense of a challenge to a Quark Patent by reason of this Section 10.2(c), Novartis shall meet and confer with Quark on a periodic basis to discuss such defense and shall consider in good faith any issues raised by Quark. (d) The Parties acknowledge that Quark shall have the right to separate any claims continue Prosecution and Maintenance of such Novartis Patent in such country and, thereafter, such Novartis Patent shall no longer be considered a Quark Novartis Patent licensed to resTORbio in such country. In the event that are specific to the [*] of a Quark Patent Novartis undertakes such Prosecution and to file such claims Maintenance, resTORbio will provide Novartis all reasonable assistance and cooperation in a separate patent application [*]relation thereto, including without limitation through the filing providing any necessary powers of one attorney and any other required documents or more divisional applications at the request of Novartis pursuant to Section 6.8 of the Option Agreement. For the avoidance of doubt, any patent applications resulting from the foregoing process that do not claim any [*] (“[*] Patents”) shall be excluded from the definition of Quark Patents and Quark Technology for purposes of this Agreement and the Option Agreement. Quark shall keep Novartis reasonably informed of the status of such [*] Patents, it being understood and agreed that Quark shall make all decisions relating theretoinstruments.

Patent Prosecution. (a) Quark The Licensor Patent Rights in existence as of the Execution Date are listed in Schedule B hereto. The Parties shall update such Schedule as appropriate (and at least once per Calendar Quarter) to add to Schedule B each Patent filed after the Execution Date that is owned or Controlled by Licensor or its Affiliates which would constitute a Licensor Patent hereunder. (b) Licensor, at its expense, will be responsible for filing, prosecuting and maintaining the Quark Patents and any Joint Patents at its own cost and expenseLicensor Patent Rights, through a Third Party law firm mutually agreed between the Parties. Novartis will fully cooperate with Quark in connection with the filing, prosecution and maintenance of the Quark Patents and any Joint Patents, including by providing access to relevant persons and executing all documentation reasonably requested by Quark. Quark will consult with Novartis having the right to review and comment on drafts of substantive patent submissions with respect thereto. Licensor will keep Novartis reasonably regularly and fully informed of the status of such Quark Patents Licensor Patent Rights and Joint Patentsprovide copies of all substantive documentation submitted to, it being understood and agreed that Quark shall make all decisions relating theretoor received from, the patent offices in connection therewith. (bc) Quark will notify Licensor shall give timely notice to Novartis of its decision as to the countries of the world in which it elects to file, prosecute and maintain each Quark Patent and Joint Patent, and shall notify Novartis as to 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 Licensor Patent Right on a country-by-country basis and, in such Quark case, shall permit Novartis, at its sole discretion and expense, to file or to continue prosecution or maintenance of such Licensor Patent or Joint Patent in any country in which it was filedRight. Quark Licensor will provide such notices notice at least [*] ******* days prior to any filing or payment due date, or any other due date that requires action, in connection with such Patent Right. In If Novartis assumes responsibility for any Licensor Patent Right pursuant to this Section, then Novartis shall have the event that right to offset the amount of all costs incurred by Novartis wants in connection with filing, prosecuting and maintaining such Licensor Patent Right, if not previously reimbursed, in whole or in part, against any Milestone Payments or royalties due to Licensor hereunder. (d) Novartis, at its expense, will be solely responsible for filing, prosecuting and maintaining any Patent Rights owned solely by Novartis at its own expense. (e) Novartis, at its expense, will be responsible for filing, prosecuting and maintaining the Joint Patents, with Licensor having the right to review and comment on drafts of substantive patent submissions with respect thereto. Novartis will keep Licensor regularly and fully informed of the status of such Joint Patents and provide copies of all substantive documentation submitted to, or received from, the patent offices in connection therewith. Licensor will assist Novartis in connection with the prosecution and maintenance of such Joint Patents, including by providing access to relevant persons and executing all required documentation. (f) Novartis shall give timely notice to Licensor of any decision not to file patent applications in countries beyond those in which Quark decided to seek patent protectionfor, or if Novartis wants to prosecute and maintain such Quark Patents cease prosecution and/or maintenance of, or Joint Patents in countries where Quark has elected not to continue to pay the expenses of prosecution and/or maintenance of, any Joint Patent on a country-by-country basis and, in such prosecution or maintenancecase, Quark shall permit NovartisLicensor, at its sole discretion and expense but in the name of Quark (for Quark Patents) and in the name of Quark and Novartis jointly (for Joint Patents)expense, to file or to continue prosecution or maintenance of such Quark Patent or Joint Patent. Novartis will provide such notice at least ******** days prior to any filing or payment due date, or any other due date that requires action, in connection with such Patent Right. (c) In the event that any patent or patent application included in Quark Patents or Joint Patents is challenged by a Third Party, including opposition or reexamination, the Parties agree to cooperate with each other in the defense of such patent or patent application, with each of Quark and Novartis responsible for [*] of the cost associated with such defense. Notwithstanding the foregoing, the defense of any patent challenges filed (e.g. as a counterclaim) in connection with a infringement action brought under Section 10.3 shall be controlled by the Party bringing such infringement action. In the event Novartis is controlling the defense of a challenge to a Quark Patent by reason of this Section 10.2(c), Novartis shall meet and confer with Quark on a periodic basis to discuss such defense and shall consider in good faith any issues raised by Quark. (dg) The Parties acknowledge agree that Quark shall have the right to separate any claims of a Quark Patent that are specific to the [*] of a Quark Patent and to file such claims in a separate patent application [*], including without limitation through the filing of one or more divisional applications at the request of Novartis pursuant to Section 6.8 of the Option Agreement. For the avoidance of doubt, any patent applications resulting from the foregoing process that do not claim any [*] (“[*] Patents”) Joint Patents shall be excluded from exclusively licensed to Novartis in accordance with the definition of Quark Patents and Quark Technology for purposes terms of this Agreement and the Option Agreement. Quark shall keep Novartis reasonably informed of the status of such [*] Patents, it being understood and agreed that Quark shall make all decisions relating thereto.

Patent Prosecution. (a) Quark Conatus will be responsible for filing, prosecuting and maintaining the Quark Patents and any Joint Conatus Patents at its own cost and expense, through a Third Party law firm mutually agreed between the Parties, such agreement not to be unreasonably withheld, delayed, or conditioned. Novartis will fully cooperate with Quark Conatus in connection with the filing, prosecution and maintenance of the Quark Patents and any Joint Conatus Patents, including by providing access to relevant persons and executing all documentation reasonably requested by QuarkConatus. Quark Conatus will consult with Novartis and keep Novartis reasonably informed and invite to give input of the status of such Quark Patents and Joint Conatus Patents, it being understood and agreed that Quark Conatus shall make all decisions relating thereto. (b) Quark After the License Effective Date, Conatus will notify Novartis of its decision as to the countries of the world in which it elects to file, prosecute and maintain each Quark Conatus Patent and Joint Patent, and shall notify Novartis as to any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any such Quark Patent or Joint Conatus Patent in any country in which it was filed. Quark Conatus will provide such notices at least [***] days prior to any filing or payment due date, or any other due date that requires action, in connection with such Patent Right. In the event that Novartis wants to file patent applications in countries beyond those in which Quark Conatus decided to seek patent protection, or if Novartis wants to prosecute and maintain such Quark Patents or Joint Conatus Patents in countries where Quark Conatus has elected not to continue such prosecution or maintenance, Quark Conatus shall permit Novartis, at its sole discretion and expense but in the name of Quark (for Quark Patents) and in the name of Quark and Novartis jointly (for Joint Patents), to file or to continue prosecution or maintenance of such Quark Conatus Patent. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) Novartis will be responsible for filing, prosecuting and maintaining Joint Patents, through a Third Party law firm mutually agreed between the Parties, the cost of which shall be borne solely by Novartis. Conatus will fully cooperate with Novartis in connection with the filing, prosecution and maintenance of Joint Patents, including by providing access to relevant persons and executing all documentation reasonably requested by Novartis. Novartis will consult with Conatus and keep Conatus reasonably informed and invite to give input of the status of such Joint Patents, it being understood and agreed that Novartis shall make all decisions relating thereto. Novartis will notify Conatus of its decision as to the countries of the world in which it elects to file, prosecute and maintain each Joint Patent, and shall notify Conatus as to any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of prosecution and/or maintenance of, any such Joint Patent in any country in which it was filed. Novartis will provide such notices at least [***] days prior to any filing or payment due date, or any other due date that requires action, in connection with such Patent Right. In the event that Conatus wants to file patent applications in countries beyond those in which Novartis has decided to seek patent protection, or if Conatus wants to prosecute and maintain such Joint Patents in countries where Novartis has elected not to continue such prosecution or maintenance, Novartis shall permit Conatus, at its sole discretion and expense but in the name of Conatus and Novartis jointly to file or to continue prosecution or maintenance of such Joint Patent. (cd) In After the License Effective Date, in the event that any patent or patent application included in Quark Conatus Patents or Joint Patents is challenged by a Third Party, including opposition or reexamination, the Parties agree to cooperate with each other in the defense of such patent or patent application, with Novartis responsible for the costs associated with such defense, provided that each of Quark Conatus and Novartis shall be responsible for [***] percent ([***]%) of the cost costs associated with such defensethe defense of any Conatus Patents in the United States, the Major European Markets and/or Japan. [***] Notwithstanding the foregoing, the cost and defense of any patent challenges filed (e.g. as a counterclaim) in connection with a an infringement action brought under Section 10.3 shall be controlled by and defended at the expense of the Party bringing such infringement action. In the event Novartis is controlling the defense of a challenge to a Quark Conatus Patent or Joint Patents by reason of this Section 10.2(c)10.2(d) or 10.3, Novartis shall meet and confer with Quark Conatus on a periodic basis to discuss such defense and shall consider in good faith any issues raised by Quark. (d) The Parties acknowledge that Quark shall have Conatus. *** Certain information on this page has been omitted and filed separately with the right to separate any claims of a Quark Patent that are specific Securities and Exchange Commission. Confidential treatment has been requested with respect to the [*] of a Quark Patent and to file such claims in a separate patent application [*], including without limitation through the filing of one or more divisional applications at the request of Novartis pursuant to Section 6.8 of the Option Agreement. For the avoidance of doubt, any patent applications resulting from the foregoing process that do not claim any [*] (“[*] Patents”) shall be excluded from the definition of Quark Patents and Quark Technology for purposes of this Agreement and the Option Agreement. Quark shall keep Novartis reasonably informed of the status of such [*] Patents, it being understood and agreed that Quark shall make all decisions relating theretoomitted portions.

Patent Prosecution. (a) Quark QED will be responsible for filing, prosecuting have the right to control Prosecution and maintaining Maintenance of the Quark Novartis Patents and any Joint Patents on Exhibit B-1 at its own cost and QED’s expense, through a Third Party law firm mutually agreed between the Parties. Novartis will fully cooperate with Quark in connection with have the filing, prosecution initial right to control Prosecution and maintenance Maintenance of the Quark Novartis Patents on Exhibit B-2 and any Joint PatentsNovartis Additional Patents at Novartis’ expense, including by providing access using counsel reasonably acceptable to relevant persons and executing all documentation reasonably requested by QuarkQED. Quark Novartis will consult with Novartis and keep Novartis reasonably QED informed of important issues relating to the status Prosecution and Maintenance of the Novartis Patents on Exhibit B-2, and will furnish to QED copies of documents relevant to such Prosecution and Maintenance in sufficient time, but no later than 14 days, prior to the filing of such Quark Patents document to allow for review and Joint Patents, it being understood comment by QED and agreed that Quark shall make Novartis will reasonably consider all decisions relating thereto. (b) Quark of such comments. Novartis will notify Novartis QED of its decision as to the countries of the world in which it elects to file, prosecute and maintain each Quark Patent and Joint Patent, and shall notify Novartis as to any decision to cease prosecution and/or maintenance of, or not to continue to pay the expenses of Prosecution and Maintenance of any Novartis Patent on Exhibit B-2 or any Novartis Additional Patent that has been identified in writing by QED pursuant to Section 2.1(c) (or to otherwise abandon their prosecution and/or maintenance ofor maintenance), any such Quark Patent or Joint Patent in any country in which it was filed. Quark will provide such notices notice must be delivered at least [*] 60 days prior to any filing or payment due date or the relevant action’s due date, or any other due date that requires action, in connection with such Patent Right. In the event that Novartis wants to file patent applications in countries beyond those in which Quark decided to seek patent protectionsuch event, or if Novartis wants to prosecute and maintain such Quark Patents or Joint Patents in countries where Quark has elected not to continue such prosecution or maintenance, Quark shall permit NovartisQED, at its sole discretion and expense but in the name of Quark (for Quark Patents) and in the name of Quark and Novartis jointly (for Joint Patents)expense, to file or to continue prosecution or maintenance of such Quark Patent or Joint Patent. (c) In the event that any patent or patent application included in Quark Patents or Joint Patents is challenged by a Third Party, including opposition or reexamination, the Parties agree to cooperate with each other in the defense of such patent or patent application, with each of Quark and Novartis responsible for [*] of the cost associated with such defense. Notwithstanding the foregoing, the defense of any patent challenges filed (e.g. as a counterclaim) in connection with a infringement action brought under Section 10.3 shall be controlled by the Party bringing such infringement action. In the event Novartis is controlling the defense of a challenge to a Quark Patent by reason of this Section 10.2(c), Novartis shall meet and confer with Quark on a periodic basis to discuss such defense and shall consider in good faith any issues raised by Quark. (d) The Parties acknowledge that Quark shall have the right to separate any claims continue Prosecution and Maintenance of a Quark such Novartis Patent that are specific to the [*] of a Quark Patent on Exhibit B-2 or such Novartis Additional Patents (as applicable) in such country. If QED undertakes such Prosecution and to file such claims Maintenance, (a) Novartis will provide QED all reasonable assistance and cooperation in a separate patent application [*]relation thereto, including without limitation through the filing providing any necessary powers of one attorney and any other required documents or more divisional applications at the request of instruments; and (b) with respect to Novartis pursuant to Section 6.8 of the Option Agreement. For the avoidance of doubtAdditional Patents, any patent applications resulting from the foregoing process that do not claim any [*] (“[*] Patents”) such Patent Rights shall be excluded from the definition of Quark thereafter be deemed to be Novartis Patents and Quark Technology for purposes of this Agreement and the Option Agreement. Quark shall keep Novartis reasonably informed of the status of such [*] Patents, it being understood and agreed that Quark shall make all decisions relating theretodeemed to be included in Exhibit B-1.

Patent Prosecution. (a) Quark will As between the Parties, Entasis has the first right to file, prosecute and maintain all Licensed Patents throughout the world, provided that, Entasis shall be responsible for the cost and expenses of filing, prosecuting and maintaining such Licensed Patents outside the Territory, and Zai shall be responsible for and shall reimburse Entasis for [********] of the costs and expenses of filing, prosecuting and maintaining the Quark Licensed Patents and any Joint Patents at its own cost and expensein the Territory, through a Third Party law firm mutually agreed between to the Parties. Novartis will fully cooperate with Quark in connection with extent incurred by Entasis after the filing, prosecution and maintenance of the Quark Patents and any Joint Patents, including by providing access to relevant persons and executing all documentation reasonably requested by Quark. Quark will Effective Date. (b) Entasis shall consult with Novartis Zai and keep Novartis Zai reasonably informed of the status of the Licensed Patents in the Territory and shall promptly provide Zai with all material correspondence received from any patent authority in the Territory in connection therewith. In addition, Entasis shall promptly provide Zai with drafts of all proposed material filings and correspondence to any patent authority in the Territory with respect to the Licensed Patents for Zai’s review and comment prior to the submission of such Quark Patents proposed filings and Joint Patentscorrespondences, it being understood and agreed that Quark Entasis shall make all decisions relating theretoconsider Zai’s reasonable comments in good faith. (bc) Quark will notify Novartis of its decision as to the countries of the world in which it elects to file, prosecute and maintain each Quark Patent and Joint Patent, and Entasis shall notify Novartis as to Zai of any decision to cease prosecution and/or maintenance of, or not to continue to pay of any Licensed Patents in the expenses of prosecution and/or maintenance of, any such Quark Patent or Joint Patent in any country in which it was filedTerritory. Quark will Entasis shall provide such notices notice at least [********] prior to any filing or payment due date, or any other due date that requires action, in connection with such Licensed Patent Rightin the Territory. In the event that Novartis wants to file patent applications in countries beyond those in which Quark decided to seek patent protectionsuch event, or if Novartis wants to prosecute and maintain such Quark Patents or Joint Patents in countries where Quark has elected not to continue such prosecution or maintenance, Quark Entasis shall permit NovartisZai, at its sole discretion and expense but in the name of Quark (for Quark Patents) and in the name of Quark and Novartis jointly (for Joint Patents)at its sole expense, to file or to continue prosecution or maintenance of such Quark Licensed Patent or Joint Patent. (c) In the event that any patent or patent application included in Quark Patents or Joint Patents is challenged by a Third Party, including opposition or reexamination, the Parties agree to cooperate with each other in the defense Territory. Zai’s prosecution or maintenance of such patent or patent application, Licensed Patent shall not change the Parties’ respective rights and obligations under this Agreement with each of Quark and Novartis responsible for [*] of the cost associated with respect to such defense. Notwithstanding the foregoing, the defense of any patent challenges filed (e.g. as a counterclaim) Licensed Patent other than those expressly set forth in connection with a infringement action brought under Section 10.3 shall be controlled by the Party bringing such infringement action. In the event Novartis is controlling the defense of a challenge to a Quark Patent by reason of this Section 10.2(c13.2(c), Novartis shall meet and confer with Quark on a periodic basis to discuss such defense and shall consider in good faith any issues raised by Quark. (d) The Parties acknowledge that Quark Each Party shall have provide the right to separate any claims of a Quark Patent that are specific to other Party all reasonable assistance and cooperation in the [*] of a Quark Patent and to file such claims in a separate patent application [*]prosecution efforts under this Section 13.2, including without limitation through the filing providing any necessary powers of one attorney and executing any other required documents or more divisional applications at the request of Novartis pursuant to Section 6.8 of the Option Agreement. For the avoidance of doubt, any patent applications resulting from the foregoing process that do not claim any [*] (“[*] Patents”) shall be excluded from the definition of Quark Patents and Quark Technology instruments for purposes of this Agreement and the Option Agreement. Quark shall keep Novartis reasonably informed of the status of such [*] Patents, it being understood and agreed that Quark shall make all decisions relating theretoprosecution.

Patent Prosecution. (a) Quark NexMed will be responsible for filing, prosecuting and maintaining the Quark Patents and any Joint Patents at its own cost and expense, NexMed Patent Rights through a Third Party an outside law firm mutually agreed between the Partiesreasonably acceptable to Novartis. Novartis will fully cooperate with Quark shall reimburse NexMed, within thirty (30) days after receipt of an invoice from NexMed, for all costs and expenses incurred by or on behalf of NexMed in connection with the filing, prosecution and maintenance of the Quark Patents NexMed Patent Rights other than the DDAIP Patent Rights, as set out in Section 1 of Exhibit B. Novartis will be responsible for filing, prosecuting and any Joint Patentsmaintaining its Patent Rights. NexMed will be responsible for filing, including by providing access to relevant persons prosecuting and executing all documentation reasonably requested by Quark. Quark maintaining the DDAIP Patent Rights at its own cost and expense. (b) NexMed will consult with Novartis and keep Novartis reasonably informed of the status of such Quark Patents the NexMed Patent Rights being prosecuted by it and Joint Patentswill provide to Novartis copies of substantive documentation submitted to, it being understood or received from, the patent offices in connection therewith. NexMed shall allow for review and agreed consultation with Novartis before NexMed makes a submission to any patent office which could materially affect the scope or validity of the patent coverage that Quark may result. Novartis shall make all decisions relating theretooffer its comments promptly. (bc) Quark NexMed will notify Novartis of its decision as to the countries of the world in which it elects to file, prosecute and maintain each Quark Patent and Joint Patent, and shall notify Novartis as to 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 such Quark NexMed Patent or Joint Patent in any Rights on a country-by-country in which it was filedbasis. Quark NexMed will provide such notices notice at least [*] thirty (30) days prior to any filing or payment due date, or any other due date that requires action, in connection with such Patent Right. In such event and at Novartis’ request, NexMed will assign all its right, title and interest in and to such NexMed Patent Rights other than the event that DDAIP Patent Rights to Novartis, subject to any Third Party rights existing as of the Effective Date, Novartis wants to file patent applications in countries beyond those in which Quark decided to seek patent protection, or if Novartis wants to prosecute and maintain such Quark Patents or Joint Patents in countries where Quark has elected not to continue such prosecution or maintenance, Quark shall permit Novartishave the right, at its sole discretion and expense but in the name of Quark (for Quark Patents) and in the name of Quark and Novartis jointly (for Joint Patents)expense, to file or to continue prosecution or maintenance of such Quark NexMed Patent or Joint PatentRights. (c) In the event that any patent or patent application included in Quark Patents or Joint Patents is challenged by a Third Party, including opposition or reexamination, the Parties agree to cooperate with each other in the defense of such patent or patent application, with each of Quark and Novartis responsible for [*] of the cost associated with such defense. Notwithstanding the foregoing, the defense of any patent challenges filed (e.g. as a counterclaim) in connection with a infringement action brought under Section 10.3 shall be controlled by the Party bringing such infringement action. In the event Novartis is controlling the defense of a challenge to a Quark Patent by reason of this Section 10.2(c), Novartis shall meet and confer with Quark on a periodic basis to discuss such defense and shall consider in good faith any issues raised by Quark. (d) The Parties acknowledge that Quark shall have the right to separate any claims of a Quark Patent that are specific to the [*] of a Quark Patent and to file such claims in a separate patent application [*], including without limitation through the filing of one or more divisional applications at the request of Novartis pursuant to Section 6.8 of the Option Agreement. For the avoidance of doubt, any patent applications resulting from the foregoing process that do not claim any [*] (“[*] Patents”) shall be excluded from the definition of Quark Patents and Quark Technology for purposes of this Agreement and the Option Agreement. Quark shall keep Novartis reasonably informed of the status of such [*] Patents, it being understood and agreed that Quark shall make all decisions relating thereto.

Patent Prosecution. (a) Quark will be responsible for filing, prosecuting and maintaining the Quark Patents and any Joint Patents at its own cost and expense, through a Third Party law firm mutually agreed between the Parties. Novartis will fully cooperate with Quark in connection with the filing, prosecution and maintenance of the Quark Patents and any Joint Patents, including by providing access to relevant persons and executing all documentation reasonably requested by Quark. Quark will consult with Novartis and keep Novartis reasonably informed of the status of such Quark Patents and Joint Patents, it being understood and agreed that Quark Onyx shall make all decisions relating thereto. (b) Quark will notify Novartis of its decision as disclose to the countries of Joint IP subcommittee established by the world in which it elects Parties pursuant to file, prosecute and maintain the Collaboration Agreement (the “IP Subcommittee”) all Onyx Developed IP that Onyx believes to be patentable. The IP Subcommittee shall discuss the most advantageous procedures for obtaining patent protection for each Quark Patent and Joint Patent, and such Onyx Developed IP. The Parties shall notify Novartis as to any decision to cease prosecution and/or maintenance of, or not to continue to pay comply with all such procedures agreed upon by the expenses of prosecution and/or maintenance of, any such Quark Patent or Joint Patent in any country in which it was filed. Quark will provide such notices at least [*] prior to any filing or payment due date, or any other due date that requires action, in connection with such Patent RightIP Subcommittee. In the event that Novartis wants the IP Subcommittee does not agree upon such procedures within 30 days after Onyx’s disclosure of a particular Onyx Developed IP, Onyx have the first right, to file prepare, file, prosecute (including any reissues, re-examinations, post-grant proceedings, requests for patent applications in countries beyond those in which Quark decided to seek patent protectionterm extensions, or if Novartis wants to prosecute supplementary protection certificates, interferences, and defense of oppositions) and maintain any Patent directed to such Quark Patents or Joint Patents in countries where Quark has elected not to continue such prosecution or maintenance, Quark shall permit NovartisOnyx Developed IP worldwide, at its sole discretion and expense but own expense. If Onyx determines that it will not file in any country a Patent directed to a Product-Specific Invention, it shall notify Bayer in writing sufficiently in advance so Bayer may, at its cost, assume the name of Quark (responsibility for Quark Patents) and the filing, in the name of Quark and Novartis jointly (for Joint Patents)Bayer’s name, to file or to continue prosecution or maintenance of Patents directed to such Quark Patent Product-Specific Invention in one or Joint Patent. more countries as it elects. At Bayer’s request and cost, Onyx will execute any documents necessary to effectuate transfer of title to the Patents directed to such Product-Specific Invention, and will promptly transfer to Bayer all documents and information necessary to file, prosecute, maintain, and enforce such Patent(s) and patent application(s). Bayer hereby grants to Onyx, effective upon such transfer of title, a non-exclusive, fully paid, perpetual, irrevocable, non-transferrable (c) In the event that except for any patent or patent application included in Quark Patents or Joint Patents is challenged by a Third Party, including opposition or reexamination, the Parties agree to cooperate with each other in the defense of such patent or patent application, with each of Quark and Novartis responsible for [*] of the cost associated with such defense. Notwithstanding the foregoing, the defense of any patent challenges filed (e.g. as a counterclaim) in connection with a infringement action brought permitted assignment under Section 10.3 12.1) worldwide license to practice such transferred Product-Specific Invention. If Onyx declines to continue to prosecute a Patent in a particular country directed to a Product-Specific Invention for which Onyx is pursing patent protection in one or more other countries, it shall be controlled by notify Bayer in writing sufficiently in advance so Bayer may, at its cost, assume the Party bringing responsibility for the filing, in Onyx’s name, prosecution or maintenance of Patents directed to such infringement actionProduct-Specific Invention. In the event Novartis is controlling case of other inventions within the defense of a challenge to a Quark Patent by reason of this Section 10.2(cOnyx Developed IP (that are not Product-Specific Inventions), Novartis shall meet and confer with Quark on a periodic basis Onyx will disclose the invention to discuss such defense and shall consider in good faith any issues raised by Quark. (d) The Parties acknowledge that Quark shall the IP committee, as discussed above, but Bayer will have the no right to separate file, prosecute or obtain assignment of any claims of a Quark Patent that are specific to the [*] of a Quark Patent and to file any such claims in a separate patent application [*], including without limitation through the filing of one or more divisional applications at the request of Novartis pursuant to Section 6.8 of the Option Agreement. For the avoidance of doubt, any patent applications resulting from the foregoing process that do not claim any [*] (“[*] Patents”) shall be excluded from the definition of Quark Patents and Quark Technology for purposes of this Agreement and the Option Agreement. Quark shall keep Novartis reasonably informed of the status of such [*] Patents, it being understood and agreed that Quark shall make all decisions relating theretoinventions.

Patent Prosecution. (a) Quark The Genelabs Patents in existence as of the Effective Date are listed in Exhibit 1.B hereto. The Parties shall update such Exhibit as appropriate (at least once per Calendar Quarter) to add to Exhibit 1.B each Collaboration Patent filed after the Effective Date. (b) Genelabs will be solely responsible, in consultation with PHARMA, for filing, prosecuting and maintaining the Genelabs Patents, at its own expense, with PHARMA having the right to review and comment on strategic decisions and drafts of substantive patent submissions with respect thereto. Genelabs shall comply with, and incorporate in the applicable patent submissions, all PHARMA comments submitted pursuant to the foregoing sentence, unless Genelabs has reasonable objection thereto and discusses such objections with PHARMA. With respect to each Genelabs Patent, Genelabs shall prosecute such Patent in the jurisdictions set forth on Exhibit 7.2 as being Genelabs’ responsibility. Genelabs will keep PHARMA regularly and fully informed of the status of such Genelabs Patents and provide copies of all substantive documentation submitted to, or received from, the patent offices in connection therewith. (c) In the event that Genelabs declines to file, prosecute or maintain any Genelabs Patent, it shall give PHARMA reasonable notice of at least [**] to this effect, sufficiently in advance to permit PHARMA to undertake such filing, prosecution and maintenance without a loss of rights, and thereafter PHARMA may, upon written notice to Genelabs, file and prosecute such Genelabs Patents and maintain such Genelabs Patents in Genelabs’ name, all at PHARMA’s expense (subject to the immediately following sentence), and all such Genelabs Patents shall remain owned exclusively by Genelabs, subject to the provisions of Section 3.1. If PHARMA incurs filing, prosecution and/or maintenance expenses with respect to Genelabs Patents owned by Genelabs in accordance with the immediately preceding sentence, PHARMA shall be entitled to deduct [**] from the payments due for [**] payable to Genelabs pursuant to this Agreement, subject to the Agreed Limit. Any portion of such expenses that PHARMA is entitled to deduct in accordance with the foregoing but which PHARMA is unable to deduct in any Calendar Quarter due to application of the Agreed Limit shall be rolled forward and deducted in the next Calendar Quarter for purposes hereof (subject to the Agreed Limit in such next Calendar Quarter) and so on until PHARMA has fully deducted the full amount of such expenses. PHARMA will keep Genelabs regularly and fully informed of the status of such Genelabs Patents and provide copies of all substantive documentation submitted to, or received from, the patent offices in connection therewith. Genelabs shall have the right to review and comment on strategic decisions and drafts of substantive patent submissions with respect thereto. PHARMA shall comply with, and incorporate in the applicable patent submissions, all Genelabs comments submitted pursuant to the foregoing sentence, unless PHARMA has reasonable objection thereto and discusses such objections with Genelabs. (d) PHARMA may, but is not obligated, to file and prosecute Genelabs Patents and maintain such Genelabs Patents in Genelabs’ name, all at PHARMA’s expense (subject to the immediately following sentence), in the countries listed on Exhibit 7.2 as being PHARMA’s responsibility and in any other countries in its sole discretion, and all such Genelabs Patents shall remain owned exclusively by Genelabs, subject to the provisions of Section 3.1. If PHARMA incurs filing, prosecution and/or maintenance expenses with respect to Genelabs Patents owned by Genelabs in accordance with the immediately preceding sentence, PHARMA shall be entitled to deduct [**] from the payments due for [**] payable to Genelabs pursuant to this Agreement, subject to the Agreed Limit. Any portion of such expenses that PHARMA is entitled to deduct in accordance with the foregoing but which PHARMA is unable to deduct in any Calendar Quarter due to application of the Agreed Limit shall be rolled forward and deducted in the next Calendar Quarter for purposes hereof (subject to the Agreed Limit in such next Calendar Quarter) and so on until PHARMA has fully deducted the full amount of such expenses. PHARMA will keep Genelabs regularly and fully informed of the status of such Genelabs Patents and provide copies of all substantive documentation submitted to, or received from, the patent offices in connection therewith. Genelabs shall have the right to review and comment on strategic decisions and drafts of substantive patent submissions with respect thereto. PHARMA shall comply with, and incorporate in the applicable patent submissions, all Genelabs comments submitted pursuant to the foregoing sentence, unless PHARMA has reasonable objection thereto and discusses such objections with Genelabs. In the event that PHARMA declines to file, prosecute or maintain any Genelabs Patent, it shall give Genelabs reasonable notice of at least [**] to this effect, sufficiently in advance to permit Genelabs to undertake such filing, prosecution and maintenance without a loss of rights, and cooperate in transferring prosecution rights and applicable patent files to Genelabs. Such Patents transferred to Genelabs shall remain subject to the provisions of Section 3.1. (e) PHARMA will be solely responsible for filing, prosecuting and maintaining the PHARMA Patents at its own expense. (f) PHARMA will be responsible for filing, prosecuting and maintaining Joint Patents, with Genelabs having the Quark right to review and comment on drafts of substantive patent submissions with respect thereto. PHARMA will keep Genelabs regularly and fully informed of the status of such Joint Patents and any Joint Patents at its own cost and expenseprovide copies of all substantive documentation submitted to, through a Third Party law firm mutually agreed between or received from, the Partiespatent offices in connection therewith. Novartis Genelabs will fully cooperate with Quark assist PHARMA in connection with the filing, prosecution and maintenance of the Quark Patents and any such Joint Patents, including by providing access to relevant persons Persons and executing and producing all documentation reasonably requested by Quark. Quark will consult with Novartis and keep Novartis reasonably informed of the status of such Quark Patents and Joint Patents, it being understood and agreed that Quark shall make all decisions relating theretorequired documentation. (bg) Quark will notify Novartis PHARMA shall give timely notice to Genelabs of its decision as to the countries of the world in which it elects to file, prosecute and maintain each Quark Patent and Joint Patent, and shall notify Novartis as to any decision not to file applications for, or to cease prosecution and/or maintenance ofof any Joint Patent, or not to continue to pay the expenses of prosecution and/or maintenance ofof any Joint Patent, any on a country-by-country basis and shall permit Genelabs, at its sole discretion and expense, to file or to continue prosecution or maintenance of such Quark Patent or Joint Patent in any country in which it was filedPatent. Quark PHARMA will provide such notices notice at least [**] prior to any filing or payment due date, or any other due date that requires action, in connection with such Patent Right. In the event that Novartis wants to file patent applications in countries beyond those in which Quark decided to seek patent protection, or if Novartis wants to prosecute and maintain such Quark Patents or Joint Patents in countries where Quark has elected not to continue such prosecution or maintenance, Quark shall permit Novartis, at its sole discretion and expense but in the name of Quark (for Quark Patents) and in the name of Quark and Novartis jointly (for Joint Patents), to file or to continue prosecution or maintenance of such Quark Patent or Joint Patent. (c) In the event that any patent or patent application included in Quark Patents or Joint Patents is challenged by a Third Party, including opposition or reexamination, the Parties agree to cooperate with each other in the defense of such patent or patent application, with each of Quark and Novartis responsible for [*] of the cost associated with such defense. Notwithstanding the foregoing, the defense of any patent challenges filed (e.g. as a counterclaim) in connection with a infringement action brought under Section 10.3 shall be controlled by the Party bringing such infringement action. In the event Novartis is controlling the defense of a challenge to a Quark Patent by reason of this Section 10.2(c), Novartis shall meet and confer with Quark on a periodic basis to discuss such defense and shall consider in good faith any issues raised by Quark. (dh) The Parties acknowledge agree that Quark shall have the right to separate any claims of a Quark Patent that are specific to the [*] of a Quark Patent and to file such claims in a separate patent application [*], including without limitation through the filing of one or more divisional applications at the request of Novartis pursuant to Section 6.8 of the Option Agreement. For the avoidance of doubt, any patent applications resulting from the foregoing process that do not claim any [*] (“[*] Patents”) Joint Patents shall be excluded from exclusively licensed to PHARMA in accordance with the definition of Quark Patents and Quark Technology for purposes terms of this Agreement and the Option Agreement. Quark shall keep Novartis reasonably informed of the status of such [*] Patents, it being understood and agreed that Quark shall make all decisions relating thereto.