Common use of Prosecution of Patents Clause in Contracts

Prosecution of Patents. (a) Subject to Section 9.2(b) with respect to a Licensor Patent, as between the Parties, Licensee will have the exclusive right to prepare, file, prosecute and maintain the Licensor Patents, including handling re-examinations and reissues together with the conduct of interferences, derivation proceedings, pre-and post-grant opposition proceedings, post-grant patent proceedings (such as inter partes review and post grant review) (collectively, the “Prosecution and Maintenance”). As between the Parties, [***] incurred after the Effective Date only in connection with the Prosecution and Maintenance of any Licensor Patent that it chooses to Prosecute and Maintain in the Territory. Before any substantive prosecution filing, Licensee will provide Licensor with a reasonable opportunity to review and comment on such prosecution efforts regarding the Licensor Patents as follows: Licensee will provide Licensor with copies of all material communications from any patent authority regarding the Licensor Patents, and will provide Licensor, for its review and comment, with drafts of any material filings or responses to be made to such patent authorities in a reasonable amount of time in advance of submitting such filings or responses. Licensee will consider in good faith any reasonable comments thereto provided by Licensor in connection with the prosecution of the Licensor Patents. Each Party will provide the other Party all reasonable assistance and cooperation (at the other Party’s cost) in the Prosecution and Maintenance efforts of any Licensor Patent provided in this Section 9.2(a), including executing any other required documents or instruments for such filings, Prosecution and Maintenance. (b) If Licensee decides not to Prosecute and Maintain, or to abandon, any Licensor Patent anywhere in the Territory without having first filed a substation Patent application, Licensee will promptly notify Licensor and Licensor may assume Licensee’s rights and responsibilities under this Section 9.2(a) with respect to such Licensor Patent, and in connection with assuming such rights and responsibilities, including responsibility for costs, Licensor may Prosecute and Maintain such Licensor Patent in the Territory, and unless Licensee reimburses all of Licensor’s documented out-of-pocket costs to Prosecute and Maintain such Patent after issuance, such Patent shall thereafter be excluded from the definition of “Licensor Patents” for purposes of the applicable license grant in Article 2. (c) As between the Parties, Licensee shall have the sole right to conduct, and be solely responsible for, the Prosecution and Maintenance of any Licensee Patents, at Licensee’s cost and expense. (d) As between the Parties, Licensee will be solely responsible for deciding on strategy, selecting which Licensor Patent(s) to involve, and obtaining patent term restoration in any country in the Territory under any statute or regulation equivalent or similar to 35 U.S.C. §156, where applicable to the Product, and will have the sole right to obtain patent term extensions (including any available pediatric extensions) or supplemental protection certificates or their equivalents in any country with respect to a Licensee Patent. With respect to data exclusivity periods (such as those periods listed in the FDA’s Orange Book (including any available pediatric extensions) or periods under national implementations of Article 10.1(a)(iii) of Directive 2001/EC/83 or orphan exclusivity periods, and all equivalents in any country), Licensee shall have the sole and exclusive right to seek and maintain all such data exclusivity periods available for the Products. With respect to all of the rights and activities identified in this Section 9.2, Licensor hereby appoints Licensee as its agent for such purposes with the authority to act on Licensor’s behalf with respect to any Licensor Patent in a manner consistent with this Agreement.

Prosecution of Patents. (a) Subject to Section 9.2(b) with respect to a Licensor Patent8.3(b), as between the Parties, Licensee will Allos shall have the exclusive sole right to prepare, file, prosecute and maintain the Licensor Allos Patents, including handling re-examinations Joint Patents and reissues together with the conduct of interferences, derivation proceedings, pre-and post-grant opposition proceedings, post-grant patent proceedings (such as inter partes review and post grant review) Mundipharma Patents (collectively, the “Prosecution and MaintenanceAllos Prosecuted Patents”). As between the Parties, [***[ * ] shall bear all costs incurred after the Effective Date only by Allos in connection with the Prosecution and Maintenance preparation, filing, prosecution or maintenance of any Licensor Allos Prosecuted Patent that it chooses to Prosecute and Maintain in the Allos Territory. Before Prior to any substantive prosecution filingfiling or extension, Licensee will Allos shall provide Licensor with a Mundipharma reasonable opportunity to review and comment on such prosecution efforts regarding the Allos Prosecuted Patents (including the PDX Patents, to the extent the PDX Licensor Patents consults with Allos and provides Allos the right to review and comment on the same, in each case as is required pursuant to section 8.2 of the PDX License Agreement) as follows: Licensee will Allos shall promptly provide Licensor Mundipharma with copies of all material communications from any patent authority regarding the Licensor Allos Prosecuted Patents, and will shall provide LicensorMundipharma, for its review and comment, with drafts of any material filings or responses to be made to such patent authorities in a reasonable amount of time in advance of submitting such filings or responses. Licensee will Allos shall consider in good faith any reasonable comments thereto provided by Licensor Mundipharma in connection with the prosecution of the Licensor Allos Prosecuted Patents. Each Party will shall provide the other Party all reasonable assistance and cooperation (at the other Party’s cost) in the Prosecution and Maintenance patent prosecution efforts of any Licensor Patent provided in this Section 9.2(a8.3(a), including executing any other required documents or instruments for such filings, Prosecution and Maintenanceprosecution. (b) If Licensee Except with respect to the PDX Patents, if Allos decides not to Prosecute and Maintain, or to abandon, any Licensor Patent anywhere in the Licensed Territory without having first filed to abandon any Allos Prosecuted Patent or not to apply for an extension of any Allos Prosecuted Patent, including a substation Patent applicationsupplementary protection certificate or equivalent thereof, Licensee will promptly notify Licensor and Licensor may Mundipharma shall have the right to assume Licensee’s Allos’ rights and responsibilities under this Section 9.2(a) 8.3 with respect to such Licensor Allos Prosecuted Patent, and in connection with assuming such [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. rights and responsibilities, Mundipharma shall be entitled to apply for any such extension (including responsibility a supplementary protection certificate or equivalent thereof) and Mundipharma shall thereafter become responsible for costs, Licensor may Prosecute the prosecution and Maintain maintenance of such Licensor Allos Prosecuted Patent in the Licensed Territory, and unless Licensee reimburses all of Licensor’s documented out-of-pocket costs to Prosecute and Maintain such Patent after issuance, such Patent shall thereafter be excluded from the definition of “Licensor Patents” for purposes of the applicable license grant in Article 2. (c) As between the Parties, Licensee shall have the sole right to conduct, and be solely responsible for, the Prosecution and Maintenance of any Licensee Patents, at Licensee’s cost and expense. (d) As between the Parties, Licensee will be solely responsible for deciding on strategy, selecting which Licensor Patent(s) to involve, and obtaining patent term restoration in any country in the Territory under any statute or regulation equivalent or similar to 35 U.S.C. §156, where applicable to the Product, and will have the sole right to obtain patent term extensions (including any available pediatric extensions) or supplemental protection certificates or their equivalents in any country with respect to a Licensee Patent. With respect to data exclusivity periods any PDX Patent, the foregoing shall apply only if and to the extent that Allos assumes responsibility and control (after consultation with Mundipharma as to whether to assume such as those periods listed in the FDA’s Orange Book (including any available pediatric extensions) responsibility or periods under national implementations of Article 10.1(a)(iiicontrol) of Directive 2001/EC/83 or orphan exclusivity periods, the prosecution and all equivalents maintenance of such PDX Patent in any country), Licensee shall have the sole and exclusive right to seek and maintain all such data exclusivity periods available for the Products. With respect to all of the rights and activities identified in this Section 9.2, Licensor hereby appoints Licensee as its agent for such purposes accordance with the authority to act on Licensor’s behalf with respect to any Licensor Patent in a manner consistent with this PDX License Agreement.

Prosecution of Patents. (a) Subject Fluidigm, through patent attorneys or agents of its choice reasonably acceptable to Section 9.2(b) with respect to a Licensor PatentNovartis, as between the Parties, Licensee will shall have the exclusive right sole right, but not obligation, to prepare, filefile and maintain the Core Fluidigm Patents throughout the Territory. Schedule 9.2(c) specifies the countries in which Fluidigm has filed or intends to prepare and file applications for each Core Fluidigm Patent. Novartis shall have the right, on timely written notice to Fluidigm, to require Fluidigm to prepare and file an applications for Core Fluidigm Patents in any other particular country(ies), unless Fluidigm objects that such action would be unreasonable, including where taking such action could affect the scope, validity or enforceability of any Core Fluidigm Patent. Fluidigm shall prosecute and maintain the Licensor Core Fluidigm Patents, and applications therefor, in accordance with its customary, reasonable procedures therefor. Novartis shall have the right, on timely written notice to Fluidigm, to require Fluidigm to take additional reasonable actions with respect to such prosecution and maintenance, unless Fluidigm objects that such action would be unreasonable, including handling where taking such action could affect the scope, validity or enforceability of any Core Fluidigm Patent. All costs and expenses of all such additional Core Fluidigm Patent preparation, filing, prosecution and maintenance shall be reimbursed and borne solely by Novartis. Novartis shall, and shall cause its respective Affiliates to, as applicable, assist and cooperate with Fluidigm in filing, prosecuting and maintaining any Core Fluidigm Patent under this Section 5.2. Each party shall bear its own expenses under this Section 5.2. Fluidigm shall consult with Novartis as to the strategy and prosecution and maintenance of Core Fluidigm Patents and applications under this Section 5.2. Fluidigm shall cause its patent attorneys or agents to consult with Novartis (so far as practicable) on all issues relating to the filing, prosecution (including any interferences, reissue proceedings and re-examinations examinations) and reissues together maintenance of the Core Fluidigm Patents. Fluidigm shall provide Novartis with the conduct of interferences, derivation proceedings, pre-and post-grant opposition proceedings, post-grant patent proceedings (such as inter partes review and post grant review) (collectively, the “Prosecution and Maintenance”). As between the Parties, [***] incurred after the Effective Date only in connection with the Prosecution and Maintenance of any Licensor Patent that it chooses to Prosecute and Maintain in the Territory. Before any substantive prosecution filing, Licensee will provide Licensor with a reasonable sufficient opportunity to review and comment on such prosecution efforts the nature and text of new or pending applications, amendments, registrations, filing, submissions, pleadings, responses or correspondence with any patent authorities with respect to the Core Fluidigm Patents, and Fluidigm shall accede to reasonable requests of Novartis regarding the Licensor filing, registration and prosecution of the Core Fluidigm Patents. Fluidigm shall (A) notify Novartis as early as reasonably practicable in advance of all meetings and significant communications with any [***] Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. patent authorities concerning the Core Fluidigm Patents as follows: Licensee will provide Licensor with and shall permit Novartis to participate in such meetings, (B) promptly prepare and deliver to Novartis complete and accurate minutes of any such meeting or communications, and (C) promptly forward to Novartis copies of all material office actions and written communications received from any patent authority authorities with respect to the Core Fluidigm Patents and upon receipt therefrom. Novartis shall have the right, at its sole expense, to make decisions regarding patent term extensions, including supplementary protection certificates and any other extensions that are available now or become available in the Licensor future on Novartis Licensed Products, wherever applicable, for the Core Fluidigm Patents, and will provide Licensorin any country. For any Core Fluidigm Patent owned by a Third Party, for its review and commentin whole or in part, with drafts of any material filings or responses (e.g., it is licensed to be made to such patent authorities in Fluidigm by a reasonable amount of time in advance of submitting such filings or responses. Licensee will consider in good faith any reasonable comments thereto provided by Licensor in connection with the prosecution of the Licensor Patents. Each Party will provide the other Party all reasonable assistance and cooperation (at the other Third Party’s cost) in the Prosecution and Maintenance efforts of any Licensor Patent provided in this Section 9.2(a), including executing any other required documents or instruments for such filings, Prosecution and Maintenance. (b) If Licensee decides not Fluidigm shall use its reasonable best efforts to Prosecute and Maintain, or allow Novartis to abandon, any Licensor Patent anywhere in the Territory without having first filed a substation Patent application, Licensee will promptly notify Licensor and Licensor may assume Licensee’s exercise its rights and responsibilities under this Section 9.2(a5.2, including (i) exercising its rights under any agreement with such Third Party, and (ii) obtaining any consents required by Third Parties owning Core Fluidigm Patents licensed to Fluidigm in order for Novartis to exercise its rights under this Section 5.2. If Fluidigm does not have or is unable to secure such rights from such Third Party despite such efforts, Novartis’ rights under this Section 5.2 shall be limited to the extent of the rights of Fluidigm and its Affiliates with respect to such Licensor Core Fluidigm Patent, and in connection with assuming such rights and responsibilities, including responsibility for costs, Licensor may Prosecute and Maintain such Licensor Patent in the Territory, and unless Licensee reimburses all of Licensor’s documented out-of-pocket costs to Prosecute and Maintain such Patent after issuance, such Patent shall thereafter be excluded from the definition of “Licensor Patents” for purposes of the applicable license grant in Article 2. (c) As between the Parties, Licensee shall have the sole right to conduct, and be solely responsible for, the Prosecution and Maintenance of any Licensee Patents, at Licensee’s cost and expense. (d) As between the Parties, Licensee will be solely responsible for deciding on strategy, selecting which Licensor Patent(s) to involve, and obtaining patent term restoration in any country in the Territory under any statute or regulation equivalent or similar to 35 U.S.C. §156, where applicable to the Product, and will have the sole right to obtain patent term extensions (including any available pediatric extensions) or supplemental protection certificates or their equivalents in any country with respect to a Licensee Patent. With respect to data exclusivity periods (such as those periods listed in the FDA’s Orange Book (including any available pediatric extensions) or periods under national implementations of Article 10.1(a)(iii) of Directive 2001/EC/83 or orphan exclusivity periods, and all equivalents in any country), Licensee shall have the sole and exclusive right to seek and maintain all such data exclusivity periods available for the Products. With respect to all of the rights and activities identified in this Section 9.2, Licensor hereby appoints Licensee as its agent for such purposes with the authority to act on Licensor’s behalf with respect to any Licensor Patent in a manner consistent with this Agreement.

Prosecution of Patents. (a) Subject to Section 9.2(b) with respect to a Licensor Patent9.3(b), as between the Parties, and after the Option exercise for a given Development Candidate, Licensee will have the exclusive right to may prepare, file, prosecute and maintain the patents in any and all jurisdictions worldwide covering Licensee Inventions, Licensor Patents, including handling re-examinations Inventions and reissues together with the conduct of interferences, derivation proceedings, pre-Joint Inventions solely for patents which include claims directed specifically to any Collaboration Development Candidates and post-grant opposition proceedings, post-grant patent proceedings (such as inter partes review and post grant review) do not include any claims covering any SNA Platform Technology Inventions (collectively, the “Prosecution and MaintenanceLicensee Prosecuted Patents”). As between the Parties, [***] Licensee will bear and be solely responsible for all costs incurred after the Effective Date only in connection with the Prosecution and Maintenance preparation, filing, prosecution or maintenance of any Licensor Licensee Prosecuted Patent that it chooses to Prosecute and Maintain prepare, file, prosecute or maintain in the Territory. Before any substantive prosecution filing, Licensee will provide Licensor with a reasonable opportunity to review and comment on such prosecution efforts regarding the Licensor Licensee Prosecuted Patents as follows: Licensee will promptly provide Licensor with copies of all material communications from any patent authority regarding the Licensor Licensee Prosecuted Patents, and will provide Licensor, for its review and comment, with drafts of any material filings or responses to be made to such patent authorities in a reasonable amount of time in advance of submitting such filings or responses. Licensee will consider in good faith any reasonable comments thereto provided by Licensor in connection with the prosecution of the Licensor Licensee Prosecuted Patents. Each Party will provide the other Party all reasonable assistance and cooperation (at the other Party’s cost) in the Prosecution and Maintenance patent prosecution efforts of any Licensor Patent provided in this Section 9.2(a9.3(a), including executing any other required documents or instruments for such prosecution. Notwithstanding the foregoing, (i) Licensor will be responsible for preparing, filing, prosecuting and maintaining any patents covering any Licensor Inventions and Joint Inventions prior to the Option exercise, including any costs associated therewith; (ii) Licensor will be responsible for preparing, filing, prosecuting and maintaining any patents covering SNA Platform Technology Inventions that are Licensor Inventions or Joint Inventions, including any costs associated therewith; and (iii) Licensor will be responsible for preparing, filing, prosecuting and maintaining any patents covering SNA Platform Technology Inventions that are Licensee Inventions, and all costs associated therewith, regardless of the Option exercise. Before any substantive prosecution filing for patents covering SNA Platform Technology Inventions by Licensor, Licensor will provide Licensee reasonable opportunity to review and comment with respect to such patents. Before any filing for patents covering SNA Platform Technology Inventions invented by Licensee, Licensor will provide Licensee reasonable opportunity to review and comment with respect to such patent filings, Prosecution and Maintenance. (b) If f Licensee decides not to Prosecute and Maintainprepare or file, or to abandon, any Licensor Licensee Prosecuted Patent or not to apply for an extension of any Licensee Prosecuted Patent, including a supplementary protection certificate or equivalent thereof, anywhere in the Territory without having first filed a substation Patent applicationTerritory, Licensee will promptly notify Licensor and Licensor may assume Licensee’s rights and responsibilities under this Section 9.2(a) 9.3 with respect to such Licensor Licensee Prosecuted Patent, and in connection with THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. assuming such rights and responsibilities, including responsibility for costs, Licensor may Prosecute prepare, file, prosecute, maintain or apply for any extension (including a supplementary protection certificate or equivalent thereof) and Maintain Licensor will thereafter control the prosecution and maintenance of such Licensor Licensee Prosecuted Patent in the Territory, and unless Licensee reimburses all of Licensor’s documented out-of-pocket costs to Prosecute and Maintain such Patent after issuance, such Patent shall thereafter be excluded from the definition of “Licensor Patents” for purposes of the applicable license grant in Article 2. (c) As between the Parties, Licensee shall have the sole right to conduct, and be solely responsible for, the Prosecution and Maintenance of any Licensee Patents, at Licensee’s cost and expense. (d) As between the Parties, Licensee will be solely responsible for deciding on strategy, selecting which Licensor Patent(s) to involve, and obtaining patent term restoration in any country in the Territory under any statute or regulation equivalent or similar to 35 U.S.C. §156, where applicable to the Product, and will have the sole right to obtain patent term extensions (including any available pediatric extensions) or supplemental protection certificates or their equivalents in any country with respect to a Licensee Patent. With respect to data exclusivity periods (such as those periods listed in the FDA’s Orange Book (including any available pediatric extensions) or periods under national implementations of Article 10.1(a)(iii) of Directive 2001/EC/83 or orphan exclusivity periods, and all equivalents in any country), Licensee shall have the sole and exclusive right to seek and maintain all such data exclusivity periods available for the Products. With respect to all of the rights and activities identified in this Section 9.2, Licensor hereby appoints Licensee as its agent for such purposes with the authority to act on Licensor’s behalf with respect to any Licensor Patent in a manner consistent with this Agreement.

Prosecution of Patents. (a) Subject to Section 9.2(b) with respect to a Licensor Patent8.3(b), as between the Parties, Licensee will Allos shall have the exclusive sole right to prepare, file, prosecute and maintain the Licensor Allos Patents, including handling re-examinations Joint Patents and reissues together with the conduct of interferences, derivation proceedings, pre-and post-grant opposition proceedings, post-grant patent proceedings (such as inter partes review and post grant review) Mundipharma Patents (collectively, the “Prosecution and MaintenanceAllos Prosecuted Patents”). As between the Parties, [***] shall bear all costs incurred after the Effective Date only by Allos in connection with the Prosecution and Maintenance preparation, filing, prosecution or maintenance of any Licensor Patent that it chooses to Prosecute and Maintain Allos Prosecuted Patents in the Allos Territory and Mundipharma shall bear all costs incurred by Allos in connection with the preparation, filing, prosecution or maintenance of any Allos Prosecuted Patents in the Licensed Territory. Before Prior to any substantive prosecution filingfiling or extension, Licensee will Allos shall provide Licensor with a Mundipharma reasonable opportunity to review and comment on such prosecution efforts regarding the Allos Prosecuted Patents (including the PDX Patents, to the extent the PDX Licensor Patents consults with Allos and provides Allos the right to review and comment on the same, in each case as is required pursuant to section 8.2 of the PDX License Agreement) as follows: Licensee will Allos shall promptly provide Licensor Mundipharma with copies of all material communications from any patent authority regarding the Licensor Allos Prosecuted Patents, and will shall provide LicensorMundipharma, for its review and comment, with drafts of any material filings or responses to be made to such patent authorities in a reasonable amount of time in advance of submitting such filings or responses. Licensee will consider in good faith Allos shall include any reasonable comments thereto provided by Licensor Mundipharma in connection with the prosecution of the Licensor Allos Prosecuted Patents. Each Party will shall provide the other Party all reasonable assistance and cooperation (at the other Party’s cost) in the Prosecution and Maintenance patent prosecution efforts of any Licensor Patent provided in this Section 9.2(a8.3(a), including executing any other required documents or instruments for such filings, Prosecution and Maintenanceprosecution. (b) If Licensee Except with respect to the PDX Patents, if Allos decides not to Prosecute and Maintain, or to abandon, any Licensor Patent anywhere in the Licensed Territory without having first filed to abandon any Allos Prosecuted Patent or not to apply for an extension of any Allos Prosecuted Patent, including a substation Patent applicationsupplementary protection certificate or equivalent thereof, Licensee will promptly notify Licensor and Licensor may Mundipharma shall have the right to assume Licensee’s Allos’ rights and responsibilities under this Section 9.2(a) 8.3 with respect to such Licensor Allos Prosecuted Patent, and in connection with assuming such rights and responsibilities, Mundipharma shall be entitled to apply for any such extension (including responsibility a supplementary protection certificate or equivalent thereof) and Mundipharma shall thereafter become responsible for costs, Licensor may Prosecute the prosecution and Maintain maintenance of such Licensor Allos Prosecuted Patent in the Territory, and unless Licensee reimburses all of Licensor’s documented out-of-pocket costs to Prosecute and Maintain such Patent after issuance, such Patent shall thereafter be excluded from the definition of “Licensor Patents” for purposes of the applicable license grant in Article 2. (c) As between the Parties, Licensee shall have the sole right to conduct, and be solely responsible for, the Prosecution and Maintenance of any Licensee Patents, at Licensee’s cost and expense. (d) As between the Parties, Licensee will be solely responsible for deciding on strategy, selecting which Licensor Patent(s) to involve, and obtaining patent term restoration in any country in the Territory under any statute or regulation equivalent or similar to 35 U.S.C. §156, where applicable to the Product, and will have the sole right to obtain patent term extensions (including any available pediatric extensions) or supplemental protection certificates or their equivalents in any country with respect to a Licensee Patent. With respect to data exclusivity periods (such as those periods listed in the FDA’s Orange Book (including any available pediatric extensions) or periods under national implementations of Article 10.1(a)(iii) of Directive 2001/EC/83 or orphan exclusivity periods, and all equivalents in any country), Licensee shall have the sole and exclusive right to seek and maintain all such data exclusivity periods available for the Products. With respect to all of the rights and activities identified in this Section 9.2, Licensor hereby appoints Licensee as its agent for such purposes with the authority to act on Licensor’s behalf with respect to any Licensor Patent in a manner consistent with this Agreement.Licensed

Prosecution of Patents. (a) Subject to Section 9.2(b) with respect to a Licensor Patent8.3(b), as between the Parties, Licensee will Allos shall have the exclusive sole right to prepare, file, prosecute and maintain the Licensor Allos Patents, including handling re-examinations Joint Patents and reissues together with the conduct of interferences, derivation proceedings, pre-and post-grant opposition proceedings, post-grant patent proceedings (such as inter partes review and post grant review) Mundipharma Patents (collectively, the “Prosecution and Maintenance”"Allos Prosecuted Patents"). As between the Parties, [***] shall bear all costs incurred after the Effective Date only by Allos in connection with the Prosecution and Maintenance preparation, filing, prosecution or maintenance of any Licensor Allos Prosecuted Patent that it chooses to Prosecute and Maintain in the Allos Territory. Before Prior to any substantive prosecution filingfiling or extension, Licensee will Allos shall provide Licensor with a Mundipharma reasonable opportunity to review and comment on such prosecution efforts regarding the Allos Prosecuted Patents (including the PDX Patents, to the extent the PDX Licensor Patents consults with Allos and provides Allos the right to review and comment on the same, in each case as is required pursuant to section 8.2 of the PDX License Agreement) as follows: Licensee will Allos shall promptly provide Licensor Mundipharma with copies of all material communications from any patent authority regarding the Licensor Allos Prosecuted Patents, and will shall provide LicensorMundipharma, for its review and comment, with drafts of any material filings or responses to be made to such patent authorities in a reasonable amount of time in advance of submitting such filings or responses. Licensee will Allos shall consider in good faith any reasonable comments thereto provided by Licensor Mundipharma in connection with the prosecution of the Licensor Allos Prosecuted Patents. Each Party will shall provide the other Party all reasonable assistance and cooperation (at the other Party’s cost) in the Prosecution and Maintenance patent prosecution efforts of any Licensor Patent provided in this Section 9.2(a8.3(a), including executing any other required documents or instruments for such filings, Prosecution and Maintenanceprosecution. (b) If Licensee Except with respect to the PDX Patents, if Allos decides not to Prosecute and Maintain, or to abandon, any Licensor Patent anywhere in the Licensed Territory without having first filed to abandon any Allos Prosecuted Patent or not to apply for an extension of any Allos Prosecuted Patent, including a substation Patent applicationsupplementary protection certificate or equivalent thereof, Licensee will promptly notify Licensor and Licensor may Mundipharma shall have the right to assume Licensee’s Allos' rights and responsibilities under this Section 9.2(a) 8.3 with respect to such Licensor Allos Prosecuted Patent, and in connection with assuming such [ * ] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. rights and responsibilities, Mundipharma shall be entitled to apply for any such extension (including responsibility a supplementary protection certificate or equivalent thereof) and Mundipharma shall thereafter become responsible for costs, Licensor may Prosecute the prosecution and Maintain maintenance of such Licensor Allos Prosecuted Patent in the Licensed Territory, and unless Licensee reimburses all of Licensor’s documented out-of-pocket costs to Prosecute and Maintain such Patent after issuance, such Patent shall thereafter be excluded from the definition of “Licensor Patents” for purposes of the applicable license grant in Article 2. (c) As between the Parties, Licensee shall have the sole right to conduct, and be solely responsible for, the Prosecution and Maintenance of any Licensee Patents, at Licensee’s cost and expense. (d) As between the Parties, Licensee will be solely responsible for deciding on strategy, selecting which Licensor Patent(s) to involve, and obtaining patent term restoration in any country in the Territory under any statute or regulation equivalent or similar to 35 U.S.C. §156, where applicable to the Product, and will have the sole right to obtain patent term extensions (including any available pediatric extensions) or supplemental protection certificates or their equivalents in any country with respect to a Licensee Patent. With respect to data exclusivity periods any PDX Patent, the foregoing shall apply only if and to the extent that Allos assumes responsibility and control (after consultation with Mundipharma as to whether to assume such as those periods listed in the FDA’s Orange Book (including any available pediatric extensions) responsibility or periods under national implementations of Article 10.1(a)(iiicontrol) of Directive 2001/EC/83 or orphan exclusivity periods, the prosecution and all equivalents maintenance of such PDX Patent in any country), Licensee shall have the sole and exclusive right to seek and maintain all such data exclusivity periods available for the Products. With respect to all of the rights and activities identified in this Section 9.2, Licensor hereby appoints Licensee as its agent for such purposes accordance with the authority to act on Licensor’s behalf with respect to any Licensor Patent in a manner consistent with this PDX License Agreement.

Prosecution of Patents. (a) Subject to Except as otherwise provided in this Section 9.2(b) with respect to a Licensor Patent11.4(a), as between the Parties, Licensee will AIT Therapeutics shall have the exclusive right first right, but not the obligation, to prepare, file, prosecute and maintain the Licensor AIT Therapeutics Patents and Improvement Patents at AIT Therapeutics’ own costs and expenses using counsel of its choosing. In the event AIT Therapeutics files any applications for any Improvement Patent respecting or claiming any Improvement, such filings shall include, but not be limited to, corresponding applications for Improvement Patents in the Territories; provided, however, that the costs associated with preparing, filing, prosecuting and maintaining any applications for any Improvement Patents in China, or any Improvement Patents issuing in China, shall be borne by Circassia, subject to the remaining terms and conditions of this Section 11.4(a). If AIT Therapeutics determines in its sole discretion to abandon all claims in any AIT Therapeutics Patent or any Improvement Patents in the Territories, then AIT Therapeutics shall provide Circassia with written notice of such determination within a period of time reasonably necessary to allow Circassia to determine its interest in such AIT Therapeutics Patent(s) or Improvement Patent(s), as the case may be. In the event Circassia provides written notice expressing its interest in continuing prosecution of such AIT Therapeutics Patent(s) or Improvement Patent(s), then upon Circassia’s written request AIT Therapeutics shall promptly assign and transfer to Circassia all right, title and interest in and to such AIT Therapeutics Patent(s) or Improvement Patent(s), as the case may be, and AIT Therapeutics shall execute and deliver to Circassia such assignments or other instruments of transfer as Circassia may reasonably request to evidence such assignment and transfer as a matter of record. Notwithstanding the foregoing, in the event such transfer or assignment negatively impacts the enforceability or validity of any other patent or claim within the AIT Therapeutics Patents or Improvement Patents, including handling reAIT Therapeutics shall not be required to assign such patent. AIT Therapeutics hereby appoints Circassia as its attorney-examinations in-fact to sign such documents as Circassia deems necessary for Circassia to obtain ownership and reissues together to apply for, secure, and maintain patent or other proprietary protection of such AIT Therapeutics Patent(s) or Improvement Patent(s) if Circassia is unable, after reasonable inquiry, to obtain AIT Therapeutics’ (or its employee’s or agent’s) signature on such a document. Thereafter, Circassia (i) shall have the right to prosecute and maintain such AIT Therapeutics Patent(s) or Improvement Patent(s) in the Territories, and (ii) shall bear all of the costs of preparation, filing, prosecution and maintenance of such assigned and transferred AIT Therapeutics Patents and Improvement Patents, and Circassia may prosecute such Patents at its sole discretion; provided, however, in the event that Circassia decides to abandon or not maintain any such AIT Therapeutics Patent(s) or Improvement Patent(s), then Circassia shall promptly provide AIT Therapeutics with the conduct written notice of interferencessuch decision. The Parties shall determine which Party will file, derivation proceedings, pre-prosecute and post-grant opposition proceedings, post-grant patent proceedings maintain any Patent claiming or covering any jointly owned invention (such as inter partes review and post grant review) (collectively, the “Prosecution and MaintenanceJoint Patent”). As between In the Parties, [***] incurred after the Effective Date only in connection with the Prosecution and Maintenance case of any Licensor Improvement Patent that it chooses or Joint Patent, the Party filing such patent application (the “Filing Party”) shall deliver to Prosecute the other Party (the “Non-Filing Party”) drafts of all such patent applications respecting such Improvement Patent or Joint Patent, as the case may be, in confidence before each such patent application is filed, and Maintain shall give the Non-Filing Party a reasonable period (not to exceed ninety (90) days) in which to review and comment thereon. Likewise, the Filing Party shall deliver to the Non-Filing Party, or shall cause the Filing Party’s patent counsel to deliver to the Non-Filing Party, copies of all office actions and other correspondence from the USPTO and all other patent offices in the Territory. Before Territories respecting any substantive prosecution filingsuch Improvement Patent or Joint Patent, Licensee will as the case may be, and all proposed responses thereto for the Non-Filing Party’s review, and shall provide Licensor with the Non-Filing Party a reasonable opportunity to review and comment thereon. The Filing Party shall use Commercially Reasonable Efforts to accommodate the suggestions of the Non-Filing Party on such prosecution efforts regarding the Licensor Patents as follows: Licensee will provide Licensor with copies of all material communications from any patent authority regarding the Licensor Patents, and will provide Licensor, for its review and comment, with drafts of any material filings or responses to be made to such patent authorities in a reasonable amount of time in advance of submitting such filings or responses. Licensee will consider in good faith any reasonable comments thereto provided by Licensor in connection with the prosecution of the Licensor Patents. Each Party will provide the other Party all reasonable assistance and cooperation (at the other Party’s cost) in the Prosecution and Maintenance efforts of any Licensor Patent provided in this Section 9.2(a), including executing any other required documents or instruments for such filings, Prosecution and Maintenance. (b) If Licensee decides not to Prosecute and Maintain, or to abandon, any Licensor Patent anywhere in the Territory without having first filed a substation Patent application, Licensee will promptly notify Licensor and Licensor may assume Licensee’s rights and responsibilities under this Section 9.2(a) with respect to such Licensor Patentamendment or office action response. For the avoidance of doubt, and in connection with assuming such rights and responsibilities, including responsibility for costs, Licensor may Prosecute and Maintain such Licensor Patent in the Territory, and unless Licensee reimburses all of Licensor’s documented out-of-pocket costs to Prosecute and Maintain such Patent after issuance, such Patent shall thereafter be excluded from the definition of “Licensor Patents” for purposes of the applicable license grant in Article 2. (c) As between the Parties, Licensee Filing Party shall have the sole right to conduct, and be solely responsible for, the Prosecution and Maintenance of any Licensee Patents, at Licensee’s cost and expense. (d) As between the Parties, Licensee will be solely responsible for deciding on strategy, selecting which Licensor Patent(s) to involve, and obtaining patent term restoration in any country in the Territory under any statute or regulation equivalent or similar to 35 U.S.C. §156, where applicable to the Product, and will have the sole right to obtain patent term extensions (including any available pediatric extensions) or supplemental protection certificates or their equivalents in any country with respect to a Licensee Patent. With respect to data exclusivity periods (such as those periods listed in the FDA’s Orange Book (including any available pediatric extensions) or periods under national implementations of Article 10.1(a)(iii) of Directive 2001/EC/83 or orphan exclusivity periods, and all equivalents in any country), Licensee shall have the sole and exclusive right to seek and maintain all such data exclusivity periods available for the Products. With respect to all of the rights and activities identified in this Section 9.2, Licensor hereby appoints Licensee as its agent for such purposes with the authority to act on Licensor’s behalf final decision with respect to any Licensor Patent in a manner consistent with this Agreementpatent application, amendment or office action response.

Prosecution of Patents. (a) Subject to Section 9.2(b) with respect to a Licensor Patent, as between the Parties, Licensee will have the exclusive right to prepare, file, prosecute and maintain the Licensor Patents, including handling re-examinations and reissues together with the conduct of interferences, derivation proceedings, pre-and post-grant opposition proceedings, post-grant patent proceedings (such as inter partes review and post grant review) (collectively, the “Prosecution and Maintenance”). 4.2.1 As between the Parties, [***] incurred after the Effective Date only in connection with the Prosecution and Maintenance of any Licensor Patent that it chooses to Prosecute and Maintain in the Territory. Before any substantive prosecution OPI will be responsible for preparation, filing, Licensee prosecution, maintenance, and seeking extensions of all Licensed Patents and OPI Improvement Patents at OPI’s cost and expense. OPI will provide Licensor the owner of the Licensed Patent with a reasonable opportunity to review and comment on such the preparation, filing, prosecution efforts regarding and maintenance of the Licensor Patents as follows: Licensee will provide Licensor with copies of all material communications from any patent authority regarding the Licensor Licensed Patents, and OPI will provide Licensor, for its review and comment, with drafts consider all comments received from such Licensor in a timely manner in good faith. OPI will not purposefully narrow the claims of any material filings pending Licensed Patent simply to avoid paying royalties hereunder. OPI will not, without the owner’s prior written consent, which may not be unreasonably withheld, conditioned or responses delayed, voluntarily narrow the claims of any Licensed Patents after they have been allowed or issued. 4.2.2 If OPI intends to be made to abandon any issued Licensed Patent, OPI shall notify SDRI of such patent authorities in a reasonable amount of time intent at least 30 days in advance of submitting such filings any deadline that would prejudice SDRI’s rights under this Agreement. SDRI then will have the opportunity to pay any issue, maintenance, or responses. Licensee will consider annuity fee due to maintain said Licensed Patent in good faith any reasonable comments thereto provided by Licensor in connection with the prosecution of the Licensor Patents. Each Party will provide the other Party all reasonable assistance its discretion and cooperation (at the other Party’s cost) in the Prosecution and Maintenance efforts of any Licensor Patent provided in this Section 9.2(a), including executing any other required documents or instruments for such filings, Prosecution and Maintenance. (b) If Licensee decides not to Prosecute and Maintain, or to abandon, any Licensor Patent anywhere in the Territory without having first filed a substation Patent application, Licensee will promptly notify Licensor and Licensor may assume Licensee’s rights and responsibilities under this Section 9.2(a) with respect to such Licensor Patent, and in connection with assuming such rights and responsibilities, including responsibility for costs, Licensor may Prosecute and Maintain such Licensor Patent in the Territory, and unless Licensee reimburses all of Licensor’s documented out-of-pocket costs to Prosecute and Maintain such Patent after issuance, such Patent shall thereafter be excluded from the definition of “Licensor Patents” for purposes of the applicable license grant in Article 2. (c) As between the Parties, Licensee shall have the sole right to conduct, and be solely responsible for, the Prosecution and Maintenance of any Licensee Patents, at Licensee’s cost and expense. 4.2.3 If OPI intends to abandon or otherwise cease prosecution of any pending application within the Licensed Patents without intent to file any continuing or divisional patent application, OPI shall notify SDRI before expiration of one-half of the statutory time permitted to respond to the subject office action issued by the applicable Government Authority for the application. SDRI then will have the opportunity to continue prosecution of the pending application in its discretion, but not to the detriment of any Licensed Patent(s), and at its sole cost and expense. If SDRI notifies OPI of SDRI’s desire to continue prosecution, then OPI will: (da) As between the Parties, Licensee will be solely responsible for deciding on strategy, selecting which Licensor Patent(spromptly send all applicable prosecution file contents (including paper copies and electronic files thereof) to involvethe Licensor and (b) in good faith cooperate with SDRI to assist SDRI in executing any and all reasonable documents necessary for SDRI to continue prosecution of the pending application. 4.2.4 Each Licensor will execute all further instruments to provide OPI with the ability to control prosecution and maintenance activities consistent with this Section as reasonably requested by OPI from time to time, and obtaining patent term restoration in any country in the Territory under any statute or regulation equivalent or similar to 35 U.S.C. §156, where applicable to the Productincluding by promptly executing powers of attorney, and will have cause each of its Representative(s) to do the sole right to obtain patent term extensions (including any available pediatric extensions) or supplemental protection certificates or their equivalents in any country with respect to a Licensee Patent. With respect to data exclusivity periods (such as those periods listed in the FDA’s Orange Book (including any available pediatric extensions) or periods under national implementations of Article 10.1(a)(iii) of Directive 2001/EC/83 or orphan exclusivity periods, and all equivalents in any country), Licensee shall have the sole and exclusive right to seek and maintain all such data exclusivity periods available for the Products. With respect to all of the rights and activities identified in this Section 9.2, Licensor hereby appoints Licensee as its agent for such purposes with the authority to act on Licensor’s behalf with respect to any Licensor Patent in a manner consistent with this Agreementsame.

Prosecution of Patents. (a) Subject to Section 9.2(b) with respect to a Licensor Patent9.3(b), as between the Parties, Licensee will have the exclusive first right to prepare, file, prosecute and maintain the Licensee Patents, the Licensor Patents and any Patents Covering Inventions (whether Licensee Inventions, Licensor Inventions or Joint Inventions) directed to any Compound or Product, including the manufacture or use thereof (collectively, the “Licensee Prosecuted Patents”), including handling re-examinations and reissues together with the conduct of interferences, derivation proceedings, pre-and post-grant opposition proceedings, post-grant patent proceedings (such as inter partes review and post grant review) (collectively, the “Prosecution and Maintenance”). Licensor hereby delegates to Licensee all of Licensor’s rights, subject to all of Licensor’s obligations, under the Principal License Agreement to Prosecute and Maintain all Patents included in the Sublicensed Rights. As between the Parties, [***] incurred after the Effective Date only in connection with the Prosecution and Maintenance of any Licensor Licensee Prosecuted Patent that it Licensee chooses to Prosecute and Maintain in the Territory. Before any substantive prosecution filing, Licensee will shall provide Licensor with a reasonable opportunity to review and comment on such prosecution efforts regarding the Licensor Licensee Prosecuted Patents as follows: Licensee will shall provide Licensor with copies of all material communications from any patent authority regarding the Licensor Licensee Prosecuted Patents, and will provide Licensor, for its review and comment, with drafts of any material filings or responses to be made to such patent authorities in a reasonable amount of time in advance of submitting such filings or responses. Licensee will shall consider in good faith any reasonable comments thereto provided by Licensor in connection with the prosecution of the Licensor Licensee Prosecuted Patents. Each Party will shall provide the other Party all reasonable assistance and cooperation (at the other Party’s cost) in the Patent Prosecution and Maintenance efforts of any Licensor Patent provided in this Section 9.2(a9.3(a), including executing any other required documents or instruments for such filings, Prosecution and Maintenance. For purpose of clarity, Licensee may at its discretion file one or more new Patent applications and may include in such applications data or discoveries included within the Licensed Know-How or other Information and such new Patent application(s)s will be Licensed Patents. (b) If Licensee decides not to Prosecute and Maintain, or to abandon, any Licensor Licensee Prosecuted Patent anywhere in the Territory without having first filed a substation Patent applicationTerritory, Licensee will promptly promptly, but in no event later than [***] days prior to any deadline (and, if the deadline is extendable, the first such deadline without taking into account any available extension(s)) that must be met in order to avoid such abandonment, notify Licensor with written notice and Licensor may assume Licensee’s rights and responsibilities under this Section 9.2(a9.3(a) with respect to such Licensor Licensee Prosecuted Patent, and in connection with assuming such rights and responsibilities, including responsibility for costs, Licensor may Prosecute and Maintain such Licensor Licensee Prosecuted Patent in the Territory, and unless ; provided that any such Licensee reimburses all of Licensor’s documented out-of-pocket costs to Prosecute and Maintain such Prosecuted Patent after issuance, such that is a Licensor Patent shall thereafter be excluded from the definition of “Licensor Patents” for purposes of the applicable license grant in Article 2. (c) As between the Parties, Licensee shall have the sole right to conduct, and be solely responsible for, the Prosecution and Maintenance of any Licensee Patents, at Licensee’s cost and expense. (d) As between the Parties, Licensee will be solely responsible for deciding on strategy, selecting which Licensor Patent(s) to involve, and obtaining patent term restoration in any country in the Territory under any statute or regulation equivalent or similar to 35 U.S.C. §156, where applicable to a Licensed Product. In exercising the Product, foregoing right and responsibility Licensee will have the sole right to obtain patent term extensions solely determine which relevant Licensed Patent will be extended (including any available pediatric extensions) or supplemental by filing supplementary protection certificates and any other extensions that are now or their equivalents in any country with respect to a Licensee Patent. With respect to data exclusivity periods (such as those periods listed in the FDAfuture become available). Licensor will abide by Licensee’s Orange Book determination and cooperate, as reasonably requested by Licensee, in connection with the foregoing (including any available pediatric extensionsby providing appropriate information and executing appropriate documents) or periods under national implementations of Article 10.1(a)(iii) of Directive 2001/EC/83 or orphan exclusivity periods, and all equivalents in any country), Licensee shall have the sole and exclusive right to seek and maintain all such data exclusivity periods available for the Products. With respect to all of the rights and activities identified in this Section 9.2, Licensor hereby appoints Licensee as its agent for such purposes with the authority to act on Licensorat Licensee’s behalf with respect to any Licensor Patent in a manner consistent with this Agreementcost.

Prosecution of Patents. (a) Subject to Section 9.2(b) with respect to a Licensor Patent9.3(b), as between the Parties, and after the Option exercise for a given Development Candidate, Licensee will have the exclusive right to may prepare, file, prosecute and maintain the patents in any and all jurisdictions worldwide covering Licensee Inventions, Licensor Patents, including handling re-examinations Inventions and reissues together with the conduct of interferences, derivation proceedings, pre-Joint Inventions solely for patents which include claims directed specifically to any Collaboration Development Candidates and post-grant opposition proceedings, post-grant patent proceedings (such as inter partes review and post grant review) do not include any claims covering any SNA Platform Technology Inventions (collectively, the “Prosecution and MaintenanceLicensee Prosecuted Patents”). As between the Parties, [***] Licensee will bear and be solely responsible for all costs incurred after the Effective Date only in connection with the Prosecution and Maintenance preparation, filing, prosecution or maintenance of any Licensor Licensee Prosecuted Patent that it chooses to Prosecute and Maintain prepare, file, prosecute or maintain in the Territory. Before any substantive prosecution filing, Licensee will provide Licensor with a reasonable opportunity to review and comment on such prosecution efforts regarding the Licensor Licensee Prosecuted Patents as follows: Licensee will promptly provide Licensor with copies of all material communications from any patent authority regarding the Licensor Licensee Prosecuted Patents, and will provide Licensor, for its review and comment, with drafts of any material filings or responses to be made to such patent authorities in a reasonable amount of time in advance of submitting such filings or responses. Licensee will consider in good faith any reasonable comments thereto provided by Licensor in connection with the prosecution of the Licensor Licensee Prosecuted Patents. Each Party will provide the other Party all reasonable assistance and cooperation (at the other Party’s cost) in the Prosecution and Maintenance patent prosecution efforts of any Licensor Patent provided in this Section 9.2(a9.3(a), including executing any other required documents or instruments for such prosecution. Notwithstanding the foregoing, (i) Licensor will be responsible for preparing, filing, prosecuting and maintaining any patents covering any Licensor Inventions and Joint Inventions prior to the Option exercise, including any costs associated therewith; (ii) Licensor will be responsible for preparing, filing, prosecuting and maintaining any patents covering SNA Platform Technology Inventions that are Licensor Inventions or Joint Inventions, including any costs associated therewith; and (iii) Licensor will be responsible for preparing, filing, prosecuting and maintaining any patents covering SNA Platform Technology Inventions that are Licensee Inventions, and all costs associated therewith, regardless of the Option exercise. Before any substantive prosecution filing for patents covering SNA Platform Technology Inventions by Licensor, Licensor will provide Licensee reasonable opportunity to review and comment with respect to such patents. Before any filing for patents covering SNA Platform Technology Inventions invented by Licensee, Licensor will provide Licensee reasonable opportunity to review and comment with respect to such patent filings, Prosecution and Maintenance. (b) If f Licensee decides not to Prosecute and Maintainprepare or file, or to abandon, any Licensor Licensee Prosecuted Patent or not to apply for an extension of any Licensee Prosecuted Patent, including a supplementary protection certificate or equivalent thereof, anywhere in the Territory without having first filed a substation Patent applicationTerritory, Licensee will promptly notify Licensor and Licensor may assume Licensee’s rights and responsibilities under this Section 9.2(a) 9.3 with respect to such Licensor Licensee Prosecuted Patent, and in connection with 44 THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. assuming such rights and responsibilities, including responsibility for costs, Licensor may Prosecute prepare, file, prosecute, maintain or apply for any extension (including a supplementary protection certificate or equivalent thereof) and Maintain Licensor will thereafter control the prosecution and maintenance of such Licensor Licensee Prosecuted Patent in the Territory, and unless Licensee reimburses all of Licensor’s documented out-of-pocket costs to Prosecute and Maintain such Patent after issuance, such Patent shall thereafter be excluded from the definition of “Licensor Patents” for purposes of the applicable license grant in Article 2. (c) As between the Parties, Licensee shall have the sole right to conduct, and be solely responsible for, the Prosecution and Maintenance of any Licensee Patents, at Licensee’s cost and expense. (d) As between the Parties, Licensee will be solely responsible for deciding on strategy, selecting which Licensor Patent(s) to involve, and obtaining patent term restoration in any country in the Territory under any statute or regulation equivalent or similar to 35 U.S.C. §156, where applicable to the Product, and will have the sole right to obtain patent term extensions (including any available pediatric extensions) or supplemental protection certificates or their equivalents in any country with respect to a Licensee Patent. With respect to data exclusivity periods (such as those periods listed in the FDA’s Orange Book (including any available pediatric extensions) or periods under national implementations of Article 10.1(a)(iii) of Directive 2001/EC/83 or orphan exclusivity periods, and all equivalents in any country), Licensee shall have the sole and exclusive right to seek and maintain all such data exclusivity periods available for the Products. With respect to all of the rights and activities identified in this Section 9.2, Licensor hereby appoints Licensee as its agent for such purposes with the authority to act on Licensor’s behalf with respect to any Licensor Patent in a manner consistent with this Agreement.

Prosecution of Patents. (a) Subject to Section 9.2(b) with respect to a Licensor Patent9.3(b), as between the Parties, Licensee will have the exclusive right to may prepare, file, prosecute and maintain the Licensor Licensee Patents, the Licensor Patents and any Patent covering Licensor Inventions directed to any Product, including handling re-examinations and reissues together with the conduct of interferences, derivation proceedings, pre-and post-grant opposition proceedings, post-grant patent proceedings (such as inter partes review and post grant review) manufacture or use thereof (collectively, the “Prosecution and MaintenanceLicensee Prosecuted Patents”). As between the Parties, [***] Licensee will bear and be solely responsible for all costs incurred after the Effective Date only in connection with the Prosecution and Maintenance preparation, filing, prosecution or maintenance of any Licensor Licensee Prosecuted Patent that it chooses to Prosecute and Maintain prepare, file, prosecute or maintain in the Territory. Before any substantive prosecution filing, Licensee will provide Licensor with a reasonable opportunity to review and comment on such prosecution efforts [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. regarding the Licensor Licensee Prosecuted Patents as follows: Licensee will promptly provide Licensor with copies of all material communications from any patent authority regarding the Licensor Licensee Prosecuted Patents, and will provide Licensor, for its review and comment, with drafts of any material filings or responses to be made to such patent authorities in a reasonable amount of time in advance of submitting such filings or responses. Licensee will consider in good faith any reasonable comments thereto provided by Licensor in connection with the prosecution of the Licensor Licensee Prosecuted Patents. Each Party will provide the other Party all reasonable assistance and cooperation (at the other Party’s cost) in the Prosecution and Maintenance Patent prosecution efforts of any Licensor Patent provided in this Section 9.2(a9.3(a), including executing any other required documents or instruments for such filings, Prosecution filings and Maintenanceprosecution. (b) If Licensee decides not to Prosecute and Maintainprepare or file, or to abandon, any Licensor Licensee Prosecuted Patent or not to apply for an extension of any Licensee Prosecuted Patent, including a supplementary protection certificate or equivalent thereof, anywhere in the Territory without having first filed a substation Patent applicationTerritory, Licensee will promptly notify Licensor and Licensor may assume Licensee’s rights and responsibilities under this Section 9.2(a) 9.3 with respect to such Licensor Licensee Prosecuted Patent, and in connection with assuming such rights and responsibilities, including responsibility for costs, Licensor may Prosecute prepare, file, prosecute, or maintain such Licensee Prosecuted Patent or apply for any extension (including a supplementary protection certificate or equivalent thereof) and Maintain Licensor will thereafter control the prosecution and maintenance of such Licensor Licensee Prosecuted Patent in the Territory; provided that any such Licensee Prosecuted Patent that is a Licensor Patent, and unless Licensee reimburses all of Licensor’s documented out-of-pocket costs to Prosecute and Maintain such Patent after issuance, such Patent shall thereafter be excluded from the definition of “Licensor Patents” for purposes of the applicable license grant in Article 2Section 2.1(a). (c) As between the Parties, Licensee shall have the sole right to conduct, and be solely responsible for, the Prosecution and Maintenance of any Licensee Patents, at Licensee’s cost and expense. (d) As between the Parties, Licensee will be solely responsible for deciding on strategy, selecting which Licensor Patent(s) to involve, and obtaining patent term restoration in any country in the Territory under any statute or regulation equivalent or similar to 35 U.S.C. §156, where applicable to the Product, and will have the sole right to obtain patent term extensions (including any available pediatric extensions) or supplemental protection certificates or their equivalents in any country with respect to a Licensee Patent. With respect to data exclusivity periods (such as those periods listed in the FDA’s Orange Book (including any available pediatric extensions) or periods under national implementations of Article 10.1(a)(iii) of Directive 2001/EC/83 or orphan exclusivity periods, and all equivalents in any country), Licensee shall have the sole and exclusive right to seek and maintain all such data exclusivity periods available for the Products. With respect to all of the rights and activities identified in this Section 9.2, Licensor hereby appoints Licensee as its agent for such purposes with the authority to act on Licensor’s behalf with respect to any Licensor Patent in a manner consistent with this Agreement.

Prosecution of Patents. (a) Subject Fluidigm, through patent attorneys or agents of its choice reasonably acceptable to Section 9.2(b) with respect to a Licensor PatentNovartis, as between the Parties, Licensee will shall have the exclusive right sole right, but not obligation, to prepare, filefile and maintain the Core Fluidigm Patents throughout the Territory. Schedule 9.2(c) specifies the countries in which Fluidigm has filed or intends to prepare and file applications for each Core Fluidigm Patent. Novartis shall have the right, on timely written notice to Fluidigm, to require Fluidigm to prepare and file an applications for Core Fluidigm Patents in any other particular country(ies), unless Fluidigm objects that such action would be unreasonable, including where taking such action could affect the scope, validity or enforceability of any Core Fluidigm Patent. Fluidigm shall prosecute and maintain the Licensor Core Fluidigm Patents, and applications therefor, in accordance with its customary, reasonable procedures therefor. Novartis shall have the right, on timely written notice to Fluidigm, to require Fluidigm to take additional reasonable actions with respect to such prosecution and maintenance, unless Fluidigm objects that such action would be unreasonable, including handling re-examinations where taking such action could affect the scope, validity or enforceability of any Core Fluidigm Patent. All costs and reissues together expenses of all such additional Core Fluidigm Patent preparation, filing, prosecution and maintenance shall be reimbursed and borne solely by Novartis. Novartis shall, and shall cause its respective Affiliates to, as applicable, assist and cooperate with Fluidigm in filing, prosecuting and maintaining any Core Fluidigm Patent under this Section 5.2. Each party shall bear its own expenses under this Section 5.2. Fluidigm shall consult with Novartis as to the conduct strategy and prosecution and maintenance of Core Fluidigm Patents and applications under this Section 5.2. Fluidigm shall cause its patent attorneys or agents to consult with Novartis (so far as practicable) on all issues relating to the filing, prosecution (including any interferences, derivation proceedings, pre-reissue proceedings and post-grant opposition proceedings, post-grant patent proceedings (such as inter partes review and post grant review) (collectively, the “Prosecution and Maintenance”). As between the Parties, re- [***] incurred after the Effective Date only in connection Information has been omitted and filed separately with the Prosecution Securities and Maintenance Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. examinations) and maintenance of any Licensor Patent that it chooses to Prosecute and Maintain in the TerritoryCore Fluidigm Patents. Before any substantive prosecution filing, Licensee will Fluidigm shall provide Licensor Novartis with a reasonable sufficient opportunity to review and comment on such prosecution efforts the nature and text of new or pending applications, amendments, registrations, filing, submissions, pleadings, responses or correspondence with any patent authorities with respect to the Core Fluidigm Patents, and Fluidigm shall accede to reasonable requests of Novartis regarding the Licensor filing, registration and prosecution of the Core Fluidigm Patents. Fluidigm shall (A) notify Novartis as early as reasonably practicable in advance of all meetings and significant communications with any patent authorities concerning the Core Fluidigm Patents as follows: Licensee will provide Licensor with and shall permit Novartis to participate in such meetings, (B) promptly prepare and deliver to Novartis complete and accurate minutes of any such meeting or communications, and (C) promptly forward to Novartis copies of all material office actions and written communications received from any patent authority authorities with respect to the Core Fluidigm Patents and upon receipt therefrom. Novartis shall have the right, at its sole expense, to make decisions regarding patent term extensions, including supplementary protection certificates and any other extensions that are available now or become available in the Licensor future on Novartis Licensed Products, wherever applicable, for the Core Fluidigm Patents, and will provide Licensorin any country. For any Core Fluidigm Patent owned by a Third Party, for its review and commentin whole or in part, with drafts of any material filings or responses (e.g., it is licensed to be made to such patent authorities in Fluidigm by a reasonable amount of time in advance of submitting such filings or responses. Licensee will consider in good faith any reasonable comments thereto provided by Licensor in connection with the prosecution of the Licensor Patents. Each Party will provide the other Party all reasonable assistance and cooperation (at the other Third Party’s cost) in the Prosecution and Maintenance efforts of any Licensor Patent provided in this Section 9.2(a), including executing any other required documents or instruments for such filings, Prosecution and Maintenance. (b) If Licensee decides not Fluidigm shall use its reasonable best efforts to Prosecute and Maintain, or allow Novartis to abandon, any Licensor Patent anywhere in the Territory without having first filed a substation Patent application, Licensee will promptly notify Licensor and Licensor may assume Licensee’s exercise its rights and responsibilities under this Section 9.2(a5.2, including (i) exercising its rights under any agreement with such Third Party, and (ii) obtaining any consents required by Third Parties owning Core Fluidigm Patents licensed to Fluidigm in order for Novartis to exercise its rights under this Section 5.2. If Fluidigm does not have or is unable to secure such rights from such Third Party despite such efforts, Novartis’ rights under this Section 5.2 shall be limited to the extent of the rights of Fluidigm and its Affiliates with respect to such Licensor Core Fluidigm Patent, and in connection with assuming such rights and responsibilities, including responsibility for costs, Licensor may Prosecute and Maintain such Licensor Patent in the Territory, and unless Licensee reimburses all of Licensor’s documented out-of-pocket costs to Prosecute and Maintain such Patent after issuance, such Patent shall thereafter be excluded from the definition of “Licensor Patents” for purposes of the applicable license grant in Article 2. (c) As between the Parties, Licensee shall have the sole right to conduct, and be solely responsible for, the Prosecution and Maintenance of any Licensee Patents, at Licensee’s cost and expense. (d) As between the Parties, Licensee will be solely responsible for deciding on strategy, selecting which Licensor Patent(s) to involve, and obtaining patent term restoration in any country in the Territory under any statute or regulation equivalent or similar to 35 U.S.C. §156, where applicable to the Product, and will have the sole right to obtain patent term extensions (including any available pediatric extensions) or supplemental protection certificates or their equivalents in any country with respect to a Licensee Patent. With respect to data exclusivity periods (such as those periods listed in the FDA’s Orange Book (including any available pediatric extensions) or periods under national implementations of Article 10.1(a)(iii) of Directive 2001/EC/83 or orphan exclusivity periods, and all equivalents in any country), Licensee shall have the sole and exclusive right to seek and maintain all such data exclusivity periods available for the Products. With respect to all of the rights and activities identified in this Section 9.2, Licensor hereby appoints Licensee as its agent for such purposes with the authority to act on Licensor’s behalf with respect to any Licensor Patent in a manner consistent with this Agreement.