Common use of Filing, Prosecution and Maintenance of Patents Clause in Contracts

Filing, Prosecution and Maintenance of Patents. Vertex agrees to file, prosecute and maintain in the Territory, upon appropriate consultation with Merck, the Patent Rights licensed to Merck under this Agreement. Merck shall have the first right to file, prosecute and maintain in the Territory Collaboration Patent Rights. With respect to Vertex Information and Inventions, Vertex may elect not to file, prosecute and maintain patent applications directly thereto and if so, Merck shall have the right to file, prosecute and maintain such patent applications. In such event, Vertex shall execute such documents and perform such acts at Vertex's expense as may be reasonably necessary to effect an assignment of such Patent Rights to Merck in a timely manner to allow Merck to continue such preparation and prosecution or maintenance. In each case, the filing Party shall give the non-filing Party an opportunity to review the text of the application before filing, shall consult with the non-filing Party with respect thereto, and shall supply the non-filing Party with a copy of the application as filed, together with notice of its filing date and serial number. Vertex shall keep Merck advised of the status of the actual and prospective patent filings and upon the request of Merck, provide advance copies of any papers related to the filing, prosecution and maintenance of such patent filings. Vertex shall promptly give notice to Merck of the grant, lapse, revocation, surrender, invalidation or abandonment of any Patent Rights licensed to Merck for which Vertex is responsible for the filing, prosecution and maintenance. With respect to all filings hereunder, the filing Party shall be responsible for payment of all costs and expenses related to such filings.

Filing, Prosecution and Maintenance of Patents. Vertex RENOVIS agrees to file, prosecute and maintain in the Territory, upon appropriate consultation with MerckMERCK, the RENOVIS Patent Rights licensed to Merck MERCK under this Agreement. Merck ; provided, however, with respect to Joint Information and Inventions that are not Improvements to RENOVIS Patent Rights or RENOVIS Technology, MERCK shall have the first right to file, prosecute file patent applications for such Joint Information and maintain in the Territory Collaboration Patent RightsInventions. With respect to Vertex RENOVIS Information and Inventions, Vertex RENOVIS may elect not to file, prosecute and maintain patent applications directly thereto file and if so, Merck so MERCK shall have the right to file, prosecute and maintain such file patent applications. In such event, Vertex RENOVIS shall execute such documents and perform such acts at Vertex's RENOVIS’ expense as may be reasonably necessary to effect an assignment of such Patent Rights to Merck MERCK in a timely manner to allow Merck MERCK to continue such preparation and prosecution or maintenance. In each case, the filing Party shall give the non-filing Party an opportunity to review the text of the application before filing, shall consult with the non-filing Party with respect thereto, and shall supply the non-filing Party with a copy of the application as filed, together with notice of its filing date and serial number. Vertex RENOVIS shall keep Merck MERCK advised of the status of the actual and prospective patent filings and upon the request of MerckMERCK, provide advance copies of any papers related to the filing, prosecution and maintenance of such patent filings. Vertex RENOVIS shall promptly give notice to Merck MERCK of the grant, lapse, revocation, surrender, invalidation or abandonment of any Patent Rights licensed to Merck MERCK for which Vertex RENOVIS is responsible for the filing, prosecution and maintenance. With respect to all filings hereunder, the filing Party shall be responsible for payment of all costs and expenses related to such filings.

Filing, Prosecution and Maintenance of Patents. Vertex Each of Schering ---------------------------------------------- and Myriad agrees to file, prosecute and maintain in the Territory, upon appropriate consultation with Merckthe other, the Patent Rights owned by it and licensed to Merck under this Agreement. Merck With respect to Joint Inventions, the Committee shall have the first right to decide which party shall file, prosecute and maintain in the Territory Collaboration the Patent Rights jointly owned by Schering and Myriad. Schering shall be responsible for the costs and expenses for the filing, prosecution and maintenance of the Patent Rights owned by it. With respect to Patent Rights owned by Myriad, Myriad shall be responsible for the costs and expenses for the filing, prosecution and maintenance of the Patent Rights owned by it in the United States and with respect to such costs and expenses for the filing, prosecution and maintenance of the Patent Rights outside of the United States, Schering shall reimburse Myriad for such costs and expenses so long as, and only if, Schering has agreed in writing with the filing, prosecution and maintenance of such Patent Rights. With respect to Vertex Information and Joint Inventions, Vertex may elect not the costs and expenses therefore shall be apportioned by the Committee during the Research Term and thereafter by the parties, in accordance with and consistent with the principals set forth above. Notwithstanding anything contained herein to filethe contrary, Myriad shall be responsible for the filing, prosecution and maintenance in the Territory and the costs and expenses therefore for Patent Rights relating to Diagnostics and veterinary products. Each of Schering and Myriad shall provide to the other reasonable assistance to file and prosecute the Patent Rights, which shall include, without limitation, providing any data and maintain information relating to the invention and access to the inventors of said inventions, as well as causing the execution of any patent applications directly thereto documents. Each of Schering and if so, Merck Myriad shall have the right to fileuse outside counsel to file and prosecute the Patent Rights, prosecute to be selected in the case of jointly owned or Schering owned Patent Rights, by Schering and maintain such patent applications. In such eventreasonably acceptable to Myriad and, Vertex shall execute such documents in the case of Myriad owned Patent Rights, to be selected by Myriad and perform such acts at Vertex's expense as may be reasonably necessary acceptable to effect an assignment of such Patent Rights to Merck in a timely manner to allow Merck to continue such preparation and prosecution or maintenanceSchering. In each case, the filing Party party shall give the non-filing Party party an opportunity to review the text of the application applications before filing, shall consult with the non-filing Party party with respect thereto, and shall supply the non-filing Party party with a copy of the application applications as filed, together with notice of its filing date and serial number. Vertex Each of Schering and Myriad shall keep Merck the other advised of the status of the actual and prospective patent filings (including, without limitation, the grant of any Patent Rights) and upon the request of Mercka party, provide advance copies of any papers related to the filing, prosecution and maintenance of such patent filings. Vertex shall promptly give notice to Merck of the grant, lapse, revocation, surrender, invalidation or abandonment of any Patent Rights licensed to Merck for which Vertex is responsible for the filing, prosecution and maintenance. With respect to all filings hereunder, the filing Party shall be responsible for payment of all costs and expenses related to such filings.

Filing, Prosecution and Maintenance of Patents. Vertex agrees to fileEPIL shall be responsible, prosecute using patent counsel of its choice, for the preparation, prosecution and maintain in the Territory, upon appropriate consultation with Merck, the Patent Rights licensed to Merck under this Agreementmaintenance of EPIL Developed Technology. Merck EPIL shall have the first right to file, prosecute and maintain in the Territory Collaboration Patent Rights. With respect to Vertex Information and Inventions, Vertex may elect not to file, prosecute and maintain patent applications directly thereto and if so, Merck shall have the right to file, prosecute and maintain such patent applications. In such event, Vertex shall execute such documents and perform such acts at Vertex's expense as may be reasonably necessary to effect an assignment of such Patent Rights to Merck in a timely manner to allow Merck to continue such preparation and prosecution or maintenance. In each case, the filing Party shall give the non-filing Party an opportunity to review the text responsible for [ * ] of the application before filingcosts for the preparation, shall consult with the non-filing Party with respect thereto, prosecution and shall supply the non-filing Party with a copy maintenance of the application as filed, together with notice of EPIL Developed Technology (the “Product Patent Expenses”). EPIL and its filing date and serial number. Vertex patent counsel shall keep Merck MAP advised of the status of the actual and prospective patent filings EPIL Developed Technology and upon the written request of Merck, MAP shall provide advance copies of any papers related relating to the filing, prosecution or maintenance of such EPIL Developed Technology. Subject to its obligations under this Clause 3.2, the Parties agree that EPIL shall have sole control over the filing and prosecution of the EPIL Developed Technology. EPIL shall not permit any patents or patent applications related to EPIL Developed Technology to become lapsed or abandoned without MAP first being given a reasonable opportunity to maintain such EPIL Developed Technology patents or patent applications. In the event that EPIL decides not to continue the prosecution or maintenance of any patent or patent application within EPIL Developed Technology in a country, EPIL shall provide MAP with prior written notice of this decision and cooperate with MAP so as to provide MAP reasonable opportunity to assume full responsibility for the continued prosecution or maintenance of such patent filingsapplication or patent. Vertex In the event that EPIL desires to discontinue maintenance or prosecution of any such patent or patent application and MAP desires to continue maintenance or prosecution of any such patent or patent application, then MAP shall promptly give notice to Merck maintain such EPIL Developed Technology patent or patent application. In the event that MAP agrees that the continued maintenance or prosecution of such patent or patent application is necessary for the commercialization of the grantProduct in a particular country in the Territory, lapse, revocation, surrender, invalidation or abandonment MAP may deduct [ * ] of any Patent Rights licensed to Merck for such maintenance and prosecution costs (including accrued costs) from [ * ] in which Vertex is responsible for the filing, prosecution and maintenance. With respect to all filings hereunder, the filing Party shall be responsible for payment of all costs and expenses related to such filings.[ * ]

Filing, Prosecution and Maintenance of Patents. Vertex agrees NEUROGEN agrees, as it determines appropriate, and subject to the further provisions of this Section 8.2, to file, prosecute and maintain (including filing and/or defending interferences, oppositions, reexaminations and reissues) in the Territory, upon appropriate consultation with MerckPatents relating to the NEUROGEN Know-How and the NEUROGEN Inventions, the Patent Rights licensed to Merck under this Agreement. Merck shall have the first right and MSD agrees, as it determines appropriate, to file, prosecute and maintain (including filing and/or defending interferences, oppositions, reexaminations and reissues) in the Territory Collaboration Patent RightsTerritory, Patents relating to the MSD Know-How, the MSD Inventions and the Joint Inventions. MSD shall be responsible for all of its internal and external costs and expenses incurred in filing, prosecuting and maintaining the MSD Patents and Joint Patents. All applications for NEUROGEN Patents shall be filed, prosecuted, and maintained (including filing and/or defending interferences, oppositions, reexaminations and reissues) by NEUROGEN; provided that MERCK shall reimburse NEUROGEN for [ ]* of all external costs associated with such filings, prosecutions, and maintenance. With respect to Vertex Information and Inventions, Vertex may elect not to file, prosecute and maintain patent applications directly thereto and if so, Merck shall have the right to file, prosecute and maintain such patent applications. In such event, Vertex shall execute such documents and perform such acts at Vertex's expense as may be reasonably necessary to effect an assignment of such each Patent Rights to Merck filed in a timely manner to allow Merck to continue such preparation and prosecution or maintenance. In each caseaccordance with this Article VIII, the filing Party shall give the non-filing Party an opportunity to review the text of the application before filingfiling where reasonably feasible, shall consult with the non-filing Party with respect theretothereto where reasonably feasible, and shall supply the non-filing Party with a copy of the application as filed, together with notice of its filing date and serial number. Vertex Each Party shall keep Merck the other advised of the status of the actual and prospective patent Patent filings and upon the request of Merckthe other Party, provide advance copies of any papers related to the filing, prosecution and maintenance of such patent Patent filings. Vertex Each Party shall cooperate fully and shall cause its employees to cooperate fully, on the filing and prosecution of such Patents. Each Party shall promptly give notice to Merck the other of the grant, lapse, revocation, surrender, invalidation or abandonment of any Patent Rights licensed to Merck Patents for which Vertex the Party is responsible for the filing, prosecution and maintenance. With respect to all filings hereunder, the filing Party shall be responsible for payment of all costs and expenses related to such filings.

Filing, Prosecution and Maintenance of Patents. Vertex Dynavax agrees to file, prosecute and maintain in the Territory, in consultation with Merck, the Dynavax Patent Rights licensed to Merck under this Agreement; provided, however, that with respect to Joint Information and Inventions, the Parties agree to select outside counsel acceptable to both Parties to file, prosecute and maintain in the Territory, upon appropriate consultation with Merckthe Parties, the Patent Rights licensed to Merck under this Agreement. Merck shall have the first right to file, prosecute patent applications and maintain in the Territory Collaboration Patent Rights. With patents with respect to Vertex Joint Information and Inventions and such outside counsel will be instructed to keep both Parties informed of all matters, give both Parties appropriate time to review all filings and consider in good faith the comments of both Parties on all filings. The [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. costs, fees and expenses related to patent applications and patents for Joint Information and Inventions shall be shared equally by Dynavax and Merck. If either party elects not to file a patent application on Joint Information and Inventions, Vertex may elect not to file, prosecute it shall notify the other Party and maintain patent applications directly thereto and if so, Merck the other Party shall have the right to file, prosecute and maintain file such patent applications. In such event, Vertex the non-filing Party shall execute such documents and perform such acts at Vertex's the non-filing Party’s expense as may be reasonably necessary to effect an assignment of such Joint Information and Inventions to the other Party in a timely manner to allow the other Party to assume such prosecution or maintenance. With respect to Dynavax Information and Inventions and Dynavax Patent Rights, Dynavax may elect not to file and if so, Dynavax shall notify Merck and Merck shall have the right to file such patent applications. In such event, Dynavax shall execute such documents and perform such acts at Dynavax’s expense as may be reasonably necessary to effect an assignment of such Dynavax Patent Rights to Merck in a timely manner to allow Merck to continue such preparation and prosecution or maintenance. In each case, the filing Party shall give the non-filing Party an opportunity to review the text of the application before filing, shall consult with the non-filing Party with respect thereto, and shall supply the non-filing Party with a copy of the application as filed, together with notice of its filing date and serial number. Vertex Each Party shall keep Merck the other Party advised of the status of the actual and prospective patent filings and upon the request of Merckrequest, shall provide advance copies of any papers related to the filing, prosecution and maintenance of such patent filings. Vertex Dynavax shall promptly give notice to Merck of the grant, lapse, revocation, surrender, invalidation or abandonment of any Dynavax Patent Rights licensed to Merck for which Vertex Dynavax is responsible for the filing, prosecution and maintenance. With respect to all filings hereunder, the filing Party shall be responsible for payment of all costs and expenses related to such filings. Any patents or patent applications assigned hereunder shall not be considered patent rights of the Party executing such assignment.

Filing, Prosecution and Maintenance of Patents. Vertex agrees to file, prosecute and maintain in the Territory, upon appropriate consultation with Merck, the Patent Rights licensed to Merck under this Agreement. Merck shall have the first right to file, prosecute and maintain in the Territory Collaboration Patent Rights. With respect to Vertex Information and Inventions, Vertex may elect not to file, prosecute and maintain patent applications directly thereto and if so, Merck shall have the right to file, prosecute and maintain such patent applications. In such event, Vertex shall execute such documents and perform such acts at Vertex's ’s expense as may be reasonably necessary to effect an assignment of such Patent Rights to Merck in a timely manner to allow Merck to continue such preparation and prosecution or maintenance. In each case, the filing Party shall give the non-filing Party an opportunity to review the text of the application before filing, shall consult with the non-filing Party with respect thereto, and shall supply the non-filing Party with a copy of the application as filed, together with notice of its filing date and serial number. Vertex shall keep Merck advised of the status of the actual and prospective patent filings and upon the request of Merck, provide advance copies of any papers related to the filing, prosecution and maintenance of such patent filings. Vertex shall promptly give notice to Merck of the grant, lapse, revocation, surrender, invalidation or abandonment of any Patent Rights licensed to Merck for which Vertex is responsible for the filing, prosecution and maintenance. With respect to all filings hereunder, the filing Party shall be responsible for payment of all costs and expenses related to such filings. Portions of this exhibit, indicated by the xxxx “[***],” have been redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission.

Filing, Prosecution and Maintenance of Patents. Vertex 7.1.1 * (a) MERCK has obtained an exclusive license; or (b) MERCK directs ZNOMICS in writing to file a patent application, ZNOMICS agrees to file, prosecute and maintain in Major Market Countries, or other countries upon the Territorymutual written agreement of the Parties, at MERCK's reasonable cost and expense and upon appropriate consultation with MerckMERCK, the Patent Rights licensed to Merck under this Agreement. Merck Agreement ("Funded Patent Rights"); provided, however, that with respect to Joint Information and Inventions, MERCK shall have the first right to file, prosecute and maintain in the Territory Collaboration Patent Rightsfile patent applications. With respect to Vertex ZNOMICS Information and InventionsInventions that are not Funded Patent Rights, Vertex ZNOMICS may elect not to file, prosecute and maintain patent applications directly thereto file and if so, Merck * The confidential portion has been omitted and filed separately with the Securities and Exchange Commission * Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment and those portions have been filed separately with the Securities and Exchange Commission. ZNOMICS shall notify MERCK and MERCK shall have the right to file, prosecute and maintain file such patent applications. In such event, Vertex ZNOMICS shall execute such documents and perform such acts at VertexZNOMICS's expense as may be reasonably necessary to effect an assignment of such Patent Rights to Merck MERCK in a timely manner to allow Merck MERCK to continue such preparation and prosecution or maintenance. In each case, the filing Party shall give the non-filing Party an opportunity to review the text of the application before filing, shall consult with the non-filing Party with respect thereto, and shall supply the non-filing Party with a copy of the application as filed, together with notice of its filing date and serial number. Vertex ZNOMICS shall keep Merck MERCK advised of the status of the actual and prospective patent filings and and, upon the request of MerckMERCK's request, shall provide advance copies of any papers related to the filing, prosecution and maintenance of such patent filings. Vertex ZNOMICS shall promptly give notice to Merck MERCK of the grant, lapse, revocation, surrender, invalidation or abandonment of any Funded Patent Rights licensed to Merck for which Vertex ZNOMICS is responsible for the filing, prosecution and maintenance. With respect to all filings hereunder, the filing Party shall be responsible for payment of all costs and expenses related to such filings.

Filing, Prosecution and Maintenance of Patents. Vertex Each of Transcell and Interneuron agrees to file, prosecute and maintain in the Territorycountries in the Territory listed on Schedule 7.1 hereto, or such other countries as the Parties may agree, upon appropriate consultation with Merck, the Transcell Patent Rights Assets and the Interneuron Patent Assets, respectively, licensed to Merck under this Agreement. ; provided, however, (i) with respect to Transcell/Merck Joint Information and Inventions or Interneuron/Merck Joint Information and Inventions, Merck shall have the first right to file, prosecute and maintain in the Territory Collaboration Patent Rights. With respect patent applications and (ii) if Transcell or Interneuron elects not to Vertex file a patent application on Transcell Information and Inventions or Interneuron Information and Inventions, Vertex may elect not to file, prosecute and maintain patent applications directly thereto and if so, Merck shall have the right to file, prosecute and maintain such patent applicationsapplication, and Transcell or The information below marked by * and [ ] has been omitted pursuant to a request for confidential treatment. In such eventThe omitted portion has been separately filed with the Commission. -------------------------------------------------------------------------------- Interneuron, Vertex as the case may be, shall execute such documents cooperate fully in the filing and perform such acts at Vertex's expense as may be reasonably necessary to effect an assignment prosecution of such Patent Rights to Merck in a timely manner to allow Merck to continue such preparation and prosecution or maintenancepatents. In each case, the filing Party shall give the non-filing Party Parties an opportunity to review the text of the application before filing, shall consult with the non-filing Party Parties with respect thereto, and shall supply the non-filing Party Parties with a copy of the application as filed, together with notice of its filing date and serial number. Vertex Each Party shall keep Merck the other Parties advised of the status of the actual and prospective patent filings and upon the request of Merckanother Party, provide advance copies of any papers related to the filing, prosecution and maintenance of such patent filings. Vertex Each Licensor shall promptly give notice to Merck of the grant, lapse, revocation, surrender, invalidation or abandonment of any Patent Rights licensed or sub-licensed to Merck for which Vertex by such Licensor. The Party that is responsible for the filing, prosecution and maintenance. With respect to all filings hereunder, the filing Party under this Section shall be responsible for the payment of all costs and expenses related to such filingsfiling.

Filing, Prosecution and Maintenance of Patents. Vertex agrees Avalon shall have the right to file, prosecute and maintain in the Territory, upon appropriate consultation with Merck, the Avalon Patent Rights licensed to Merck under this Agreement. Merck shall have the first right ; provided, however, that with respect to fileany Joint Information and Inventions, prosecute and maintain in the Territory Collaboration Patent Rights*. With respect to Vertex Avalon Information and InventionsInventions and/or Avalon Know-How, Vertex Avalon may elect not to file, prosecute and maintain file patent applications directly thereto in any country in the Territory or may elect to file patent applications in some but not all countries in the Territory, and if so, Avalon shall notify Merck and at the cost and expense of Merck, Merck shall have the right to file, prosecute and maintain file such patent application in any or all countries in the Territory in which Avalon elected not to file such patent applications. In such event, Vertex Avalon shall execute such documents and perform such acts at Vertex's Merck’s expense as may be reasonably necessary to effect an assignment of such Patent Rights to Merck in a timely manner to allow Merck to continue file and prosecute such preparation and prosecution or maintenanceapplications. Any such patent applications shall be Avalon Patent Rights owned by Avalon. In each case, the filing Party shall give the non-filing Party an opportunity to review the text of the application before filing, shall consult with the non-filing Party with respect thereto, and shall supply the non-filing Party with a copy of the application as filed, together with notice of its filing date and serial number. Vertex Avalon shall keep Merck advised of the status of the actual and prospective patent filings and upon the request of Merck’s request, shall provide advance copies of any papers related to the filing, prosecution and maintenance of such patent filings. Vertex Avalon shall promptly give notice to Merck of the grant, lapse, revocation, surrender, invalidation or abandonment of any Avalon Patent Rights licensed to Merck for which Vertex Avalon is responsible for the filing, prosecution and maintenance. With respect to all filings hereunder, the filing Party shall be responsible for payment of all costs and expenses related to such filings.

Filing, Prosecution and Maintenance of Patents. Vertex agrees PFIZER shall have primary responsibility for and control over the preparation, filing, prosecution, and maintenance of PFIZER Patent Rights and the PFIZER Program Patent Rights in the Territory. PFIZER may elect to prosecute the PFIZER Patent Rights and/or the PFIZER Program Patent Rights using in-house counsel or may select outside patent counsel to do so, which election shall be at PFIZER’s sole discretion. PFIZER shall have sole discretion to determine the form and content of such prosecution documents and to make all decisions regarding whether to file, prosecute and maintain patents and patent applications, and in the Territory, upon appropriate consultation with Merck, which countries to do so. PFIZER shall be [...]* of the Patent Costs associated with the PFIZER Patent Rights licensed to Merck under this Agreement. Merck shall have and the first right to file, prosecute and maintain in the Territory Collaboration PFIZER Program Patent Rights. With respect PFIZER shall keep PSIVIDA reasonably informed regarding the status of each patent or patent application included within the PFIZER Program Patent Rights and shall provide PSIVIDA with copies of all official correspondence (including, but not limited to, applications, office actions, responses, etc.) relating to Vertex Information prosecution and Inventions, Vertex may elect not to file, prosecute and maintain maintenance of these patent applications directly thereto and if so, Merck rights. PSIVIDA shall have the right to filereview all pending patent applications and other proceedings, prosecute and maintain such patent applications. In such event, Vertex shall execute such documents and perform such acts at Vertex's expense as may be reasonably necessary to effect an assignment make recommendations to PFIZER regarding the prosecution of such PFIZER Program Patent Rights to Merck in a timely manner to allow Merck to continue such preparation and prosecution or maintenance. In each case, Rights; provided that all final decisions regarding the filing Party shall give the non-filing Party an opportunity to review the text of the application before filing, shall consult with the non-filing Party with respect thereto, and shall supply the non-filing Party with a copy of the application as filed, together with notice of its filing date and serial number. Vertex shall keep Merck advised of the status of the actual and prospective patent filings and upon the request of Merck, provide advance copies of any papers related to the filing, prosecution and maintenance of such patent filingsrights shall be made by PFIZER. Vertex shall promptly give notice Notwithstanding the foregoing, with respect to Merck the PFIZER Program Patent Rights, PFIZER agrees to act in good faith (i) to cooperate and coordinate with PSIVIDA, as reasonably requested, on the prosecution and maintenance of such PFIZER Program Patent Rights, including with respect to when to file patent applications and (ii) to not take any action that would impinge, impede or otherwise limit PSIVIDA from obtaining the grant, lapse, revocation, surrender, invalidation or abandonment broadest available claims included within the definition of any PSIVIDA Program Patent Rights licensed in the Territory. * Confidential information has been omitted and filed separately with the Securities and Exchange Commission pursuant to Merck for which Vertex is responsible for the filing, prosecution and maintenance. With respect to all filings hereunder, the filing Party shall be responsible for payment of all costs and expenses related to such filingsa confidential treatment request.

Filing, Prosecution and Maintenance of Patents. Vertex agrees to file, prosecute and maintain in the Territory, upon appropriate consultation with Merck, the Patent Rights licensed to Merck under this Agreement. Merck shall have the first right to file, prosecute and maintain in the Territory Collaboration Patent Rights. With respect to Vertex Information and Inventions, Vertex may elect not to file, prosecute and maintain patent applications directly thereto and if so, Merck shall have the right to file, prosecute and maintain such patent applications. In such event, Vertex shall execute such documents and perform such acts at Vertex's ’s expense as may be reasonably necessary to effect an assignment of such Patent Rights to Merck in a timely manner to allow Merck to continue such preparation and prosecution or maintenance. In each case, the filing Party shall give the non-filing Party an opportunity to review the text of the application before filing, shall consult with the non-filing Party with respect thereto, and shall supply the non-filing Party with a copy of the application as filed, together with notice of its filing date and serial number. Vertex shall keep Merck advised of the status of the actual and prospective patent filings and upon the request of Merck, provide advance copies of any papers related to the filing, prosecution and maintenance of such patent filings. Vertex shall promptly give notice to Merck of the grant, lapse, revocation, surrender, invalidation or * Information redacted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed separately with the Commission. abandonment of any Patent Rights licensed to Merck for which Vertex is responsible for the filing, prosecution and maintenance. With respect to all filings hereunder, the filing Party shall be responsible for payment of all costs and expenses related to such filings.

Filing, Prosecution and Maintenance of Patents. Vertex agrees to file(a) From the Effective Date, prosecute and maintain in the Territory, upon appropriate consultation with Merck, the Patent Rights licensed to Merck under this Agreement. Merck Lilly shall have the first right to file, prosecute and maintain in the Territory Collaboration Patent Rights. With respect to Vertex Information and Inventions, Vertex may elect not to file, prosecute and maintain patent applications directly thereto and if so, Merck shall have the right to file, prosecute and maintain such patent applications. In such event, Vertex shall execute such documents and perform such acts at Vertex's expense as may be reasonably necessary to effect an assignment of such Patent Rights to Merck in a timely manner to allow Merck to continue such preparation and prosecution or maintenance. In each case, the filing Party shall give the non-filing Party an opportunity to review the text of the application before filing, shall consult with the non-filing Party with respect theretoresponsible for, and shall supply use commercially reasonable efforts in, the non-filing Party with a copy of the application as filedpreparation, together with notice of its filing date and serial number. Vertex shall keep Merck advised of the status of the actual and prospective patent filings and upon the request of Merck, provide advance copies of any papers related to the filing, prosecution and maintenance of all Prosidion Patents and all Lilly Patents (including all Patent Expenses relating thereto). Prosidion agrees to cooperate fully with Lilly, its attorneys, and agents, at Lilly’s expense, in the preparation, filing, prosecution and maintenance related to the Prosidion Patents and, upon request, to provide Lilly with complete copies of any and all documents or other materials that Lxxxx xxxxx necessary to undertake such patent filingsresponsibilities. Vertex Lilly shall promptly give notice consider in good faith the requests and suggestions of Prosidion with respect to Merck strategies for filing and prosecuting Prosidion Patents for which it has responsibility hereunder. Lilly shall keep Prosidion informed of progress with regard to the preparation, filing, prosecution and maintenance of the grant, lapse, revocation, surrender, invalidation or abandonment of Prosidion Patents. Before taking any Patent Rights licensed to Merck for which Vertex is responsible for material step in the filing, prosecution or maintenance of such Patents, Lilly shall allow Prosidion to comment on the action proposed to be taken, at Prosidion’s expense, and maintenanceLilly shall take into account any comments and suggestions of Prosidion, provided that any such advice by Prosidion is given without any warranty or guarantee as to the results. With respect Lilly shall provide Prosidion with copies of all relevant documents and correspondence with any patent office, including but not limited to, relevant applications, official letters, final responses to official letters, notice of all filings hereunderinterferences, reissues, re-examinations, oppositions or requests for patent term extensions and any other documents which may be of importance for any action(s) to be taken, prior to filing and sufficiently in time prior to the deadline for, or the intended date for, the filing Party shall action to be responsible for payment of all costs and expenses related taken, whichever is the earlier, but no later than (60) days prior to such filingsdate, provided that such period is available to Lilly. Prosidion shall communicate its comments on the same to Lilly within thirty (30) days from the date on which Lilly provided such information to Prosidion or such shorter period as is required to enable Lilly to comply with any relevant deadline.

Filing, Prosecution and Maintenance of Patents. Vertex agrees Except as set forth herein, Acquiror will be solely responsible for the preparation, filing, prosecution and maintenance of the Grant-Back Intellectual Property at its sole expense. Acquiror will keep the Seller advised on the status of the preparation, filing, prosecution and maintenance of all patent applications included within the Grant-Back Intellectual Property and the maintenance of any issued patents included within the Grant-Back Intellectual Property. If Acquiror elects not to file, prosecute and maintain file a patent application included in the TerritoryGrant-Back Intellectual Property in any jurisdiction or elects to cease the prosecution or maintenance of any Grant-Back Intellectual Property in any jurisdiction, Acquiror will provide Seller with written notice immediately, but not less than [†] ([†]) [†] before any action is required, upon appropriate consultation with Merck, the Patent Rights licensed decision to Merck under this Agreement. Merck shall have not file or continue the first right to file, prosecute and maintain in the Territory Collaboration Patent Rights. With respect to Vertex Information and Inventions, Vertex may elect not to file, prosecute and maintain patent applications directly thereto and if so, Merck shall have the right to file, prosecute and maintain prosecution of such patent applicationsapplication or maintenance of such Patent. In such event, Vertex shall Acquiror will permit Seller, in Seller’s sole discretion, to file or continue prosecution or maintenance of any such Grant-Back Intellectual Property in such jurisdiction on Acquiror’s behalf at Seller’s sole expense. If Seller elects to continue such prosecution or maintenance, Acquiror will execute such documents and perform such acts acts, at Vertex's expense Seller’s expense, as may be reasonably necessary to effect an assignment of such Patent Rights assign to Merck Seller all right, title and interest in a timely manner to allow Merck to continue such preparation and prosecution or maintenance. In each case, the filing Party shall give the non-filing Party an opportunity to review the text of the application before filing, shall consult with the non-filing Party with respect thereto, and shall supply the non-filing Party with a copy of the application as filed, together with notice of its filing date and serial number. Vertex shall keep Merck advised of the status of the actual and prospective patent filings and upon the request of Merck, provide advance copies of any papers related to the filing, prosecution and maintenance of such patent filings. Vertex shall promptly give notice to Merck of the grant, lapse, revocation, surrender, invalidation or abandonment of any Patent Rights licensed to Merck for which Vertex is responsible for the filing, prosecution and maintenance. With respect to all filings hereunder, the filing Party shall be responsible for payment of all costs and expenses related to such filings.Grant-Back Intellectual Property in such jurisdiction. [†] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION

Filing, Prosecution and Maintenance of Patents. Vertex Nastech agrees to file, prosecute and maintain in the Territory, upon appropriate consultation with Merck, the Nastech Patent Rights licensed to Merck under this Agreement. Merck shall have the first right to file, prosecute and maintain in the Territory Collaboration Patent Rights. With respect to Vertex Joint Information and Inventions, Vertex may elect not Merck agrees to file, prosecute and maintain patent applications directly thereto and Nastech agrees to cooperate with Merck in such actions. With respect to Nastech Information and Inventions, Nastech may elect not to file and if so, so Nastech shall notify Merck and Merck shall have the right to file, prosecute and maintain such file patent applications. In such event, Vertex Nastech shall execute such documents and perform such acts at VertexNastech's expense as may be reasonably necessary to effect an assignment of such Nastech Patent Rights to Merck in a timely manner to allow Merck to continue such preparation and prosecution or maintenance. In each case, the filing Party shall give the non-filing Party an opportunity to review the text of the application before filing, shall consult with the non-filing Party with respect thereto, and shall supply the non-filing Party with a copy of the application as filed, together with notice of its filing date and serial number. Vertex Nastech shall keep Merck advised of the status of the actual and prospective patent filings and and, upon the request of Merck's request, shall provide advance copies of any papers related to the filing, prosecution and maintenance of such patent filings. Vertex Nastech shall also inform Merck in a timely manner of any communications Nastech receives from the relevant patent office with respect to the filing, prosecution and maintenance of such patent filings. Nastech shall promptly give notice to Merck of the grant, lapse, revocation, surrender, invalidation or abandonment of any Nastech Patent Rights licensed to Merck for which Vertex Nastech is responsible for the filing, prosecution and maintenance. With respect to all filings hereunder, the filing Party shall be responsible for payment of all costs and expenses related to such filings.

Filing, Prosecution and Maintenance of Patents. Vertex Each Party agrees at its expense and as it each determines appropriate to file, prosecute and maintain in the Territory, upon appropriate consultation with Merckthe other Party, Patents relating to the Program Information and Inventions owned in whole by such Party, and, with respect to ARENA, the Patent Rights inventions in the Arena Patents and Arena Know-How licensed to Merck MERCK under this Agreement. Merck With respect to Collaboration Patents, MERCK shall file, prosecute, and maintain patent applications for such Collaboration Patents and ARENA shall cooperate fully and shall cause its employees to cooperate fully on the filing and prosecution of such Patents. MERCK shall be responsible for its internal costs and expenses incurred in filing, prosecuting and maintaining patent applications for Collaboration Information and Inventions. MERCK, at its option, may choose to have the first right to mutually acceptable outside counsel prepare, file, prosecute and maintain in applications for Patents on Collaboration Inventions. Each Party shall share equally the Territory Collaboration Patent Rights. With respect external costs and expenses, including patent office fees and fees of the private law firm or agents used to Vertex Information and Inventionsprepare, Vertex may elect not to file, prosecute and maintain patent applications directly thereto and if soCollaboration Patents; provided, Merck Arena’s cost shall have the right to filenot exceed ******************** dollars ($****************) in any given Calendar Year; and, prosecute and maintain such patent applications. In such eventprovided further, Vertex shall execute such documents and perform such acts at Vertex's expense as may be reasonably necessary to effect an assignment of such Patent Rights to Merck in a timely manner to allow Merck that ARENA has no obligation to continue such preparation and prosecution or maintenanceto share costs after the Program Term unless MERCK is actively developing a Program Compound for which an IND has been filed. In With respect to each casePatent filed in accordance with this Section 7, the filing Party shall give the non-filing Party an opportunity to review the text of the application before filing, shall consult with the non-filing Party with respect thereto, and shall supply the non-filing Party with a copy of the application as filed, together with notice of its filing date and serial number. Vertex Each Party shall keep Merck the other advised of the status of the actual and prospective patent Patent filings and upon the request of Merckthe other Party, provide advance copies of any papers related to the filing, prosecution and maintenance of such patent Patent filings. Vertex Each Party shall cooperate fully and shall cause its employees to cooperate fully, on the filing and prosecution of such Patents. Each Party shall promptly give notice to Merck the other of the grant, lapse, revocation, surrender, invalidation or abandonment of any Patent Rights licensed to Merck Patents for which Vertex the Party is responsible for the filing, prosecution and maintenance. With respect to all filings hereunder, the filing Party shall be responsible for payment of all costs and expenses related to such filings.

Filing, Prosecution and Maintenance of Patents. Vertex agrees to file, prosecute and maintain in the Territory, upon appropriate consultation with Merck, the Patent Rights licensed to Merck under this Agreement. Merck Seller shall have the first right to file, prosecute and maintain each of the Patents included in the Territory Collaboration Patent RightsLicensed Intellectual Property in the Territory, upon appropriate consultation with Buyer. With respect to Vertex Information Seller shall consider in good faith any comments from Buyer regarding the filing, prosecution and Inventionsmaintenance of Patents included in the Licensed Intellectual Property that contain one or more claims that cover, Vertex may elect not either specifically or generically, the Purchased Compound and/or methods of making or using the same. If Seller elects to file, prosecute or maintain any such Patent included in the Licensed Intellectual Property, Seller shall do so in good faith. For the avoidance of doubt, Seller shall use commercially reasonable efforts, subject to the patent laws in the jurisdiction at issue, to maintain the pendency of at least one application for each of the patent families included in the Licensed Intellectual Property on a country-by-country basis or use commercially reasonable efforts to promptly (and in any event not less than sixty (60) days before any applicable deadline for any filing necessary to prevent any abandonment of such Patent) notify Buyer of Seller’s intention to no longer maintain patent applications directly thereto and if sosuch pendency, Merck after which Buyer shall have the right right, to filethe extent permitted by law, prosecute and to maintain such patent pendency, including by the filing of one or more continuation or divisional applications, and continue prosecution of such family at Buyer’s discretion. In Seller shall also give prompt notice (and in any event not less than sixty (60) days before any applicable deadline for any filing necessary to prevent any abandonment of such eventPatent) to Buyer of any desire to cease prosecution and/or maintenance of any Patents included in the Licensed Intellectual Property on a country-by-country basis in the Territory and, Vertex in such case, shall permit Buyer, in Buyer’s sole discretion, to continue prosecution or maintenance of such Patents included in the Licensed Intellectual Property at Buyer’s own expense. If Buyer elects to continue prosecution or maintenance based on Seller’s election not to file pursuant to this Section 3.04(b), Buyer shall do so in good faith, and Seller shall execute such documents and perform such acts at Vertex's Seller’s expense as may be reasonably necessary to effect an assignment permit Buyer to continue such prosecution or maintenance. Buyer may, at its discretion, seek input from Seller, including technical information and assistance, in the prosecution or maintenance of the patent applications or patents, and Seller shall provide such Patent Rights input as it is reasonably able to Merck provide in a timely manner and at its own expense. If Buyer elects to allow Merck prosecute any such Patents included in the Licensed Intellectual Property, Buyer shall file all necessary amendments to expressly limit the claims in such Patents to the Purchased Compound and/or methods of making or using the same. Buyer shall have the first right to file, prosecute and maintain each of the Patents included in the Purchased Intellectual Property in the Territory; provided, however, that Buyer shall not abandon any such Purchased Intellectual Property without first giving Seller the opportunity to file, prosecute or maintain the applicable Patent as provided below. If Buyer elects to file, prosecute or maintain any such Patent included in the Purchased Intellectual Property, Buyer shall do so in good faith. Buyer may elect not to file, prosecute or maintain any such Patent included in the Purchased Intellectual Property, and, if so, Buyer shall promptly (and in any event not less than sixty (60) days before any applicable deadline for any filing necessary to prevent any abandonment of such patent), notify Seller, and Seller shall have the right to file, prosecute or maintain any such Patent included in the Purchased Intellectual Property in which case, if Seller elects to prosecute or maintain any such Patent included in the Purchased Intellectual Property, Seller shall do so in good faith. For the avoidance of doubt, Buyer shall use commercially reasonable efforts, subject to the patent laws in the jurisdiction at issue, to maintain the pendency of at least one application for each of the patent families included in the Purchased Intellectual Property on a country-by-country basis, or use commercially reasonable efforts to promptly (and in any event not less than sixty (60) days before any applicable deadline for any filing necessary to prevent any abandonment of such Patent) notify Seller of Buyer’s intention to no longer maintain such pendency, after which Seller shall have the right, to the extent permitted by law, to maintain such pendency, including by the filing of one or more continuation or divisional applications. Buyer shall give notice to Seller of any desire to cease prosecution and/or maintenance of the applicable Patents included in the Purchased Intellectual Property on a country-by- [*] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. country basis in the Territory and, in such case, shall permit Seller to continue prosecution or maintenance of such Patents included in the Purchased Intellectual Property at Seller’s own expense. If Seller elects to continue prosecution or maintenance based on Buyer’s election not to do so pursuant to this Section 3.04(b), Buyer shall execute such documents and perform such acts at Buyer’s expense as may be reasonably necessary to permit Seller to continue such preparation and prosecution or maintenance. In each caseNotwithstanding the foregoing, Seller shall only have the filing Party right to prosecute Purchased Intellectual Property whose claims do not specifically cover the Purchased Compound and/or methods of making or using the same. If Seller elects to prosecute any Purchased Intellectual Property which are not so expressly limited, Seller shall give file all necessary amendments so that the non-filing Party an opportunity claims do not specifically cover the Purchased Compound and methods of making or using the same. If Seller elects to review file, prosecute or maintain Patents included in the text Purchased Intellectual Property based on Buyer’s election not to do so pursuant to this Section 3.04(b) and such Patents include or are amended to include claims that generically cover the Purchased Compound and/or methods of making or using the application before filingsame, Seller shall consult with the non-filing Party with respect thereto, and shall supply the non-filing Party with a copy of the application as filed, together with notice of its filing date and serial number. Vertex shall keep Merck advised of the status of the actual and prospective patent filings and upon the request of Merck, provide advance copies of consider any papers related to comments from Buyer regarding the filing, prosecution and maintenance of such patent filingsPatents in good faith. Vertex shall promptly give notice to Merck of the grant, lapse, revocation, surrender, invalidation Unless expressly stated otherwise in Sections 3.04(a) or abandonment of any Patent Rights licensed to Merck for which Vertex is responsible for the filing, prosecution and maintenance. With respect to all filings hereunder3.04(b), the filing Party conducting the prosecution regarding a Patent included in the Purchased Intellectual Property or Licensed Intellectual Property shall be responsible for payment bear the expense of all costs and expenses related to such filingsprosecution.

Filing, Prosecution and Maintenance of Patents. Vertex 7.1.1 For Novel Obesity-related Genes for which (a) MERCK has obtained an exclusive license; or (b) MERCK directs ZNOMICS in writing to file a patent application, ZNOMICS agrees to file, prosecute and maintain in Major Market Countries, or other countries upon the Territorymutual written agreement of the Parties, at MERCK's reasonable cost and expense and upon appropriate consultation with MerckMERCK, the Patent Rights licensed to Merck under this Agreement. Merck Agreement ("Funded Patent Rights"); provided, however, that with respect to Joint Information and Inventions, MERCK shall have the first right to file, prosecute and maintain in the Territory Collaboration Patent Rightsfile patent applications. With respect to Vertex ZNOMICS Information and InventionsInventions that are not Funded Patent Rights, Vertex ZNOMICS may elect not to file, prosecute and maintain patent applications directly thereto file and if so, Merck ZNOMICS shall notify MERCK and MERCK shall have the right to file, prosecute and maintain file such patent applications. In such event, Vertex ZNOMICS shall execute such documents and perform such acts at VertexZNOMICS's expense as may be reasonably necessary to effect an assignment of such Patent Rights to Merck MERCK in a timely manner to allow Merck MERCK to continue such preparation and prosecution or maintenance. In each case, the filing Party shall give the non-filing Party an opportunity to review the text of the application before filing, shall consult with the non-filing Party with respect thereto, and shall supply the non-filing Party with a copy of the application as filed, together with notice of its filing date and serial number. Vertex ZNOMICS shall keep Merck MERCK advised of the status of the actual and prospective patent filings and and, upon the request of MerckMERCK's request, shall provide advance copies of any papers related to the filing, prosecution and maintenance of such patent filings. Vertex ZNOMICS shall promptly give notice to Merck MERCK of the grant, lapse, revocation, surrender, invalidation or abandonment of any Funded Patent Rights licensed to Merck for which Vertex ZNOMICS is responsible for the filing, prosecution and maintenance. With respect to all filings hereunder, the filing Party shall be responsible for payment of all costs and expenses related to such filings.