Common use of Functions and Authority Clause in Contracts

Functions and Authority. The Joint Patent Committee will be responsible for only the following: (1) Selecting mutually agreeable outside counsel to conduct Patent Prosecution Activities with respect to the Joint Patent Rights; provided that only one Party shall be the client of such outside counsel, such represented Party selected by the Joint Patent Committee; (2) Overseeing and coordinating Patent Prosecution Activities with respect to the Mersana Product Patent Rights, Mersana Other Patent Rights, Licensee Patent Rights, and the Joint Patent Rights; (3) Subject to Section 11.3.1, discussing and providing Licensee with the overall patent prosecution strategy determined by Mersana for, the reasonable opportunity to comment with respect to all material steps with regard to Patent Prosecution Activities with respect to, the Mersana Product Patent Rights and Mersana Other Patent Rights, which comments will be considered in good faith by Mersana; (4) Subject to Section 11.3.2, discussing and providing Mersana with the overall patent prosecution strategy determined by Licensee for, the reasonable opportunity to comment with respect to all material steps with regard to Patent Prosecution Activities with respect to, the Licensee Patent Rights, which comments will be considered in good faith by Licensee; (5) Coordinating with the Parties in accordance with Section 11.3.4 to reasonably avoid creating potential issues in prosecution of the patent applications covering each Party’s other respective Patent Rights; (6) Subject to Section 11.4.10, discussing and determining activities relating to Extensions of any Licensee Patent Right, Mersana Patent Right or Joint Patent Right based on a Licensed Product; provided that except with respect to Mersana Platform Patent Rights in the Licensee Territory (which are governed by Section 11.4.10) each Party shall have final decision-making authority for such activities in its own territory; and (7) Such other matters as the Parties may mutually agree in

Functions and Authority. The Joint Patent Commercialization Committee will be responsible for only the followingshall have responsibility for: (1) Selecting mutually agreeable outside counsel to conduct Patent Prosecution Activities with respect to the Joint Patent Rights; provided that only one Party shall be the client of such outside counseldeveloping, such represented Party selected reviewing, commenting on and recommending for review and approval by the Joint Patent CommitteeSteering Committee the Global Commercialization Plan, the Global Branding Strategy, and any amendments or revisions thereto; (2) Overseeing and coordinating Patent Prosecution Activities with respect setting overall strategic objectives related to Commercialization of Licensed Products in the Mersana Product Patent Rights, Mersana Other Patent Rights, Licensee Patent Rights, and Field throughout the Joint Patent Rightsworld through the Global Commercialization Plan; (3) Subject to Section 11.3.1, discussing and providing Licensee with monitoring at a high-level the overall patent prosecution strategy determined by Mersana for, the reasonable opportunity to comment with respect to all material steps with regard to Patent Prosecution Activities with respect to, the Mersana Product Patent Rights and Mersana Other Patent Rights, which comments will be considered in good faith by MersanaCommercialization activities conducted under this Agreement; (4) Subject to reviewing all Commercialization reports provided in accordance with Section 11.3.2, discussing and providing Mersana with the overall patent prosecution strategy determined by Licensee for, the reasonable opportunity to comment with respect to all material steps with regard to Patent Prosecution Activities with respect to, the Licensee Patent Rights, which comments will be considered in good faith by Licensee7.5; (5) Coordinating with the Parties in accordance with Section 11.3.4 to reasonably avoid creating potential issues in prosecution of the patent applications covering monitoring each Party’s other respective Patent Rightsperformance against the then-current Global Commercialization Plan, subject to Section 7.1; (6) Subject sharing, as may be useful to the Collaboration Activities any promotional materials or educational materials used in the Commercialization of Licensed Products in the Field throughout the world; (7) establish reasonable guidelines for the participation of each Party’s representatives at scientific and medical conferences in the other Party’s territory, as set forth in Section 11.4.10, discussing and determining 7.6.2; (8) reviewing proposed Commercialization activities relating to Extensions for Licensed Products for the Licensee Territory that will have a material impact on Commercialization of any Licensee Patent Right, Licensed Products in the Mersana Patent Right or Joint Patent Right based Territory; (9) reviewing proposed Commercialization activities for Licensed Products for the Mersana Territory that will have a material impact on a Commercialization of Licensed Product; provided that except with respect to Mersana Platform Patent Rights Products in the Licensee Territory Territory; (which are governed by Section 11.4.1010) facilitating the exchange of information between the Parties under this Agreement regarding the strategy for implementing the Commercialization activities; (11) subject to Applicable Law, discussing each Party’s pricing strategy for Licensed Products in its territory, provided that each Party shall have final decision-making authority for such activities set the pricing of Licensed Products in its own territoryterritory in its sole discretion; and (712) Such such other matters responsibilities as may be assigned to the Joint Commercialization Committee pursuant to this Agreement or as may be mutually agreed upon by the Parties may mutually agree infrom time to time.