Common use of Joint Inventions Clause in Contracts

Joint Inventions. The JMT shall establish the patent strategy for all Joint Inventions and supervise and direct the filing, prosecution (including any interferences, reissue proceedings and reexaminations) and maintenance of all Patents covering Joint Inventions. The JMT shall provide each Party with (i) drafts of any new patent application that covers a Joint Invention prior to filing that application, allowing adequate time for review and comment by the Party if possible; provided, however, the JMT shall not be obligated to delay the filing of any patent application; and (ii) copies of all correspondence from any and all patent offices concerning patent applications covering Joint Inventions and an opportunity to comment on any proposed responses, voluntary amendments and submissions of any kind to be made to any and all such patent offices. BMS shall have the first right, but not the obligation, to file, prosecute and maintain Joint Patents claiming particular Joint Inventions that constitute Improvement Inventions to the BMS Core Technology or that are licensed to BMS under Section 6.1 hereof in such countries as selected by BMS. BMS shall reasonably consider any recommendations provided by Exelixis regarding patent filing, prosecution, and/or maintenance of any such patents pertaining thereto, but the final decision as to filing, prosecution, maintenance and abandonment matters shall rest with BMS. In the event that Exelixis desires that BMS file and prosecute a patent application claiming such a Joint Invention, and BMS does not file such a patent application within [ * ] of such request, or decides to abandon prosecution of such a filed application or maintenance of an issued Joint Patent, then Exelixis may thereafter file, prosecute (including any interferences, reissue proceedings and reexaminations) and/or maintain at Exelixis' expense and in the name of Exelixis and BMS the patent(s) claiming such particular Joint Inventions, and BMS agrees to cooperate reasonably with Exelixis in such efforts. Exelixis shall have the first right, but not the obligation, to file, prosecute and maintain Joint Patents claiming particular Joint Inventions that constitute Improvement Inventions to the Exelixis Core Technology in such countries as selected by Exelixis. Exelixis shall reasonably consider any recommendations provided by BMS regarding patent filing, prosecution, and/or maintenance of any such patents pertaining thereto, but the final decision as to filing, prosecution (including any interferences, reissue proceedings and reexaminations) maintenance and abandonment matters shall rest with Exelixis. In the event that BMS desires that Exelixis file and prosecute a patent application claiming such a Joint Invention, and Exelixis does not file such a patent application within [ * ] of such request, or decides to abandon prosecution of such a filed application or maintenance of an issued Joint Patent, then BMS may thereafter file, prosecute (including any interferences, reissue proceedings and reexaminations) and/or maintain [ * ] and in the name of Exelixis and BMS the patent(s) claiming such particular Joint Inventions, and Exelixis agrees to cooperate reasonably with BMS in such efforts. [ * ] = 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 406 of the Securities Act of 1933, as amended.

Joint Inventions. The JMT shall establish (a) PDL will have the first right of election to file priority patent strategy applications for all Joint Inventions and supervise and direct in any country in the filing, prosecution (including any interferences, reissue proceedings and reexaminations) and maintenance world. If PDL declines to file such applications then Roche may do so. Regardless of all Patents covering Joint Inventions. The JMT shall provide each Party with (i) drafts of any new which party files a priority patent application that covers a Joint Invention prior to filing that application, allowing adequate time for review and comment by the Party if possible; provided, however, any claims covered by such applications shall be considered as part of the JMT shall PDL Patents for the purpose of defining a Valid Claim under this Amended and Restated Agreement. (b) The party not be obligated performing the priority patent filings for Joint Inventions pursuant to delay this Section 9.2 undertakes without cost to the filing party to obtain all necessary assignment documents for the filing party, to render all signatures which shall be necessary for such patent filings and to assist the filing party in all other reasonable ways which are necessary for the issuance of the patents involved as well as for the maintenance and prosecution of such patents. The party not performing the patent filings shall upon request be authorized by the other party to have access to the files concerning such patents in any patent application; and offices in the world. (iic) copies of all correspondence from any and all The party performing the priority patent offices concerning patent applications covering filings for Joint Inventions pursuant to this Section 9.2 undertakes to perform the corresponding convention filings from case to case, after having discussed the countries for foreign filings with the other party at its cost and an opportunity to comment on any proposed responses, voluntary amendments expense; except for the costs and submissions expenses of any kind foreign filings for such patents which are to be made to any borne by Roche in accordance with Section 7.2 of this Amended and all Restated Agreement and the terms of the X. Xxxxx Agreement. (d) Should the responsible party decide that it is no longer interested in maintaining or prosecuting a Joint Roche-PDL Patent, it shall promptly advise the other party thereof. Upon the written request of such patent offices. BMS other party, such Joint Roche-PDL Patent shall have the first right, but not the obligation, to file, prosecute and maintain Joint Patents claiming particular Joint Inventions that constitute Improvement Inventions be assigned to the BMS Core Technology or that are licensed other party at no cost to BMS under Section 6.1 hereof in such countries as selected by BMSthe assignee. BMS shall reasonably consider any recommendations provided by Exelixis regarding patent filing, prosecution, and/or maintenance of If any such patents pertaining theretoor patent applications are assigned to Roche, but they shall then be deemed to be a Sole Roche Patent and, to the final decision as to filingextent such Joint Roche-PDL Patent contains claims outside the Field, prosecution, maintenance PDL and abandonment matters shall rest with BMS. In the event that Exelixis desires that BMS file and prosecute a patent application claiming such a Joint Invention, and BMS does not file such a patent application within [ * ] of such request, or decides to abandon prosecution of such a filed application or maintenance of an issued Joint Patent, then Exelixis may thereafter file, prosecute (including any interferences, reissue proceedings and reexaminations) and/or maintain at Exelixis' expense and in the name of Exelixis and BMS the patent(s) claiming such particular Joint Inventions, and BMS agrees to cooperate reasonably with Exelixis in such efforts. Exelixis its Affiliates shall have the first right, but not the obligation, to file, prosecute and maintain Joint Patents claiming particular Joint Inventions that constitute Improvement Inventions to the Exelixis Core Technology in such countries as selected by Exelixisa worldwide immunity from suit thereunder. Exelixis shall reasonably consider any recommendations provided by BMS regarding patent filing, prosecution, and/or maintenance of If any such patents pertaining theretoor patent applications are assigned to PDL, but they shall then be deemed to be a Sole PDL Patent and, to the final decision as to filingextent such Joint Roche-PDL Patents contain claims outside the Field, prosecution (including any interferences, reissue proceedings Roche and reexaminations) maintenance and abandonment matters its Affiliates shall rest with Exelixishave a worldwide immunity from suit thereunder. In the event that BMS desires that Exelixis file and prosecute a patent application claiming such a Joint Invention, and Exelixis does not file such a patent application within [ * ] of such request, or decides to abandon prosecution of such a filed application or maintenance of an issued Joint Patent, then BMS may thereafter file, prosecute (including any interferences, reissue proceedings and reexaminations) and/or maintain [ * ] and in the name of Exelixis and BMS the patent(s) claiming such particular Joint Inventions, and Exelixis agrees to cooperate reasonably with BMS in such efforts. [ * ] = 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 406 of the Securities Act of 1933, as amended.9.3

Joint Inventions. The JMT Company shall establish the use Commercially Reasonable and Diligent Efforts to file, prosecute and maintain all patent strategy for all applications and patents covering Joint Inventions at its own expense. During the Term, the Company shall file and supervise prosecute patent applications and direct maintain the patents covering Joint Inventions at the direction of the Steering Committee. The Company shall consult with and keep Cyberkinetics and NEUROMetrix fully informed of issues relating to the preparation and filing (if time permits), prosecution and maintenance of such patent applications and patents, and shall furnish to the Cyberkinetics and NEUROMetrix copies of documents relevant to such preparation, filing, prosecution (including any interferences, reissue proceedings and reexaminations) and or maintenance of all Patents covering Joint Inventions. The JMT shall provide each Party with (i) drafts of any new patent application that covers a Joint Invention in sufficient time prior to filing that application, allowing adequate time such document or making any payment due thereunder to allow for review and comment by the Party if possible; providedCyberkinetics and NEUROMetrix and, howeverto the extent possible in the reasonable exercise of its discretion, the JMT Company shall incorporate all such comments. The Company shall not allow any of its Patent Rights relating to or useful in the Field to lapse or become abandoned without the prior written consent of the Steering Committee. All costs associated with filing, prosecuting and maintaining patent applications and patents covering Joint Inventions shall be obligated to delay the filing deemed Development Costs. Upon any abandonment of any patent application; and (ii) copies of all correspondence from any and all application or patent offices concerning patent applications covering Joint Inventions and an opportunity to comment on any proposed responsesunder this Section 9.02(c), voluntary amendments and submissions of any kind to be made to any and all such patent offices. BMS the remaining Parties shall have the first right, but not right to assume responsibility for the obligation, to file, prosecute and maintain Joint Patents claiming particular Joint Inventions that constitute Improvement Inventions to the BMS Core Technology or that are licensed to BMS under Section 6.1 hereof in such countries as selected by BMS. BMS shall reasonably consider any recommendations provided by Exelixis regarding patent filing, prosecution, and/or prosecution and maintenance of any such patents pertaining theretopatent application or patent, but at its own expense, and such patent application or patent shall be assigned to such other Party and shall become part of the final decision NEUROMetrix Patent Rights or Cyberkinetics Patent Rights, as applicable, for all purposes hereunder. If both Cyberkinetics and NEUROMetrix desire to filing, prosecution, maintenance and abandonment matters shall rest with BMS. In the event that Exelixis desires that BMS file and prosecute assume responsibility for a patent application claiming such a Joint Invention, and BMS does not file such a or patent application within [ * ] of such request, or decides to abandon prosecution of such a filed application or maintenance of an issued Joint Patentabandoned under this Section 9.02(c), then Exelixis may thereafter file, prosecute (including any interferences, reissue proceedings and reexaminations) and/or maintain at Exelixis' expense and in the name of Exelixis and BMS the patent(s) claiming such particular Joint Inventions, and BMS agrees to cooperate reasonably with Exelixis in such efforts. Exelixis both shall have the first rightright to do so, but not the obligation, to file, prosecute and maintain Joint Patents claiming particular Joint Inventions that constitute Improvement Inventions to the Exelixis Core Technology in as joint owners of such countries as selected by Exelixis. Exelixis shall reasonably consider any recommendations provided by BMS regarding patent filing, prosecution, and/or maintenance of any such patents pertaining thereto, but the final decision as to filing, prosecution (including any interferences, reissue proceedings and reexaminations) maintenance and abandonment matters shall rest with Exelixis. In the event that BMS desires that Exelixis file and prosecute a patent application claiming or patent, each shall bear fifty percent (50%) of the costs of such a Joint Invention, activities and Exelixis does not file such a patent application within [ * ] or patent shall become part of such request, or decides to abandon prosecution of such a filed application or maintenance of an issued Joint Patent, then BMS may thereafter file, prosecute (including any interferences, reissue proceedings both Cyberkinetics Patent Rights and reexaminations) and/or maintain [ * ] and in the name of Exelixis and BMS the patent(s) claiming such particular Joint Inventions, and Exelixis agrees to cooperate reasonably with BMS in such efforts. [ * ] = 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 406 of the Securities Act of 1933, as amendedNEUROMetrix Patent Rights.

Joint Inventions. The JMT University shall establish be responsible for the patent strategy for all Joint Inventions and supervise and direct the preparation, filing, prosecution (including any interferences, reissue proceedings and reexaminations) and maintenance of all Patents covering Joint Inventions. The JMT shall provide each Party with (i) drafts of any new patent application that covers a Joint Invention prior to filing that application, allowing adequate time for review and comment by the Party if possiblePatent Rights; provided, however, the JMT that University may elect to waive such right on a case-by-case basis, in which case University shall not be obligated to delay the filing of any patent application; notify Company promptly in writing and (ii) copies of all correspondence from any and all patent offices concerning patent applications covering Joint Inventions and an opportunity to comment on any proposed responses, voluntary amendments and submissions of any kind to be made to any and all such patent offices. BMS Company shall have the first right, but not the obligation, to file, prosecute and maintain take responsibility for such Joint Patents claiming particular Joint Inventions that constitute Improvement Inventions Patent Rights at its own expense. The responsible Party shall: (a) use independent patent counsel reasonably acceptable to the BMS Core Technology or that are licensed other Party and instruct such patent counsel to BMS under Section 6.1 hereof furnish the other Party with copies of all correspondence relating to Joint Patent ights from all patent offices, as well as copies of all proposed responses to such correspondence in time for the other Party to review and comment on such countries responses; (b) give the other Party an opportunity to review the text of each patent application before filing; (c) consult with the other Party with respect thereto; (d) supply the other Party with a copy of the application as selected by BMSfiled, together with notice of its filing date and serial number; and (e) keep the other Party advised of the status of actual and prospective patent filings. BMS The responsible Party shall reasonably consider any recommendations provided by Exelixis regarding patent give the other Party the opportunity to provide comments on and make requests of the responsible Party concerning the preparation, filing, prosecution, and/or prosecution and maintenance of any Joint Patent Rights, and shall consider such patents pertaining theretocomments and requests in good faith. Company shall reimburse University for all documented, but out-of- pocket expenses incurred by University pursuant to Section 5.4.2.1 within thirty (30) days after the final decision date of each invoice from University therefor. If Company decides that it does not wish to pay for the prosecution or maintenance of Joint Patent Rights in a particular country, Company shall provide University with prompt written notice of such election. Upon University’s receipt of such notice, Company shall be released from its obligation to reimburse University for the expenses incurred thereafter, provided, that expenses authorized prior to the receipt by University of such notice shall be deemed incurred prior to the notice as to filing, prosecution, maintenance and abandonment matters shall rest with BMSsuch Joint Patent Rights. In the event that Exelixis desires that BMS file and prosecute a patent application claiming such a Joint Invention, and BMS does not file such a patent application within [ * ] of such request, or decides Company’s election hereunder to abandon no longer pay for prosecution of such a filed application or maintenance of an issued any Joint PatentPatent Rights, then Exelixis may Company thereafter file, prosecute (including any interferences, reissue proceedings and reexaminations) and/or maintain at Exelixis' expense and in the name of Exelixis and BMS the patent(s) claiming such particular Joint Inventions, and BMS agrees to cooperate reasonably with Exelixis in such efforts. Exelixis shall have the first right, but not right to practice the obligation, to file, prosecute and maintain subject matter of such Joint Patents claiming particular Joint Inventions that constitute Improvement Inventions to the Exelixis Core Technology in such countries as selected by Exelixis. Exelixis shall reasonably consider any recommendations provided by BMS regarding patent filing, prosecution, and/or maintenance of any such patents pertaining thereto, but the final decision as to filing, prosecution (including any interferences, reissue proceedings and reexaminations) maintenance and abandonment matters shall rest with Exelixis. In the event that BMS desires that Exelixis file and prosecute a patent application claiming such a Joint InventionPatent Rights only for internal research purposes, and Exelixis does not file Company’s rights under Sections 5.2 and 6.2 with respect to such a patent application within [ * ] of such request, or decides to abandon prosecution of such a filed application or maintenance of an issued Joint Patent, then BMS may thereafter file, prosecute (including any interferences, reissue proceedings and reexaminations) and/or maintain [ * ] and in the name of Exelixis and BMS the patent(s) claiming such particular Joint Inventions, and Exelixis agrees to cooperate reasonably with BMS in such efforts. [ * ] = 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 406 of the Securities Act of 1933, as amendedPatent Rights shall expire.

Joint Inventions. The JMT shall establish If not deemed to be solely owned under applicable United States laws of inventorship, as provided in Section 6.2 above, all other Development Program Technology will be jointly owned by NANOMIX and the patent strategy for all Joint Inventions Licensees that are party to the applicable Development Plan (unless otherwise agreed in such Development Plan); provided, however that NANOMIX will have the rights and supervise and direct responsibilities of the Owner as described in this Article 6 with respect to the preparation, filing, prosecution (including any interferences, reissue proceedings and reexaminations) and maintenance of all Patents covering Joint Inventions. The JMT shall provide each Party with (i) drafts of any new patent application that covers a Joint Invention prior to filing that application, allowing adequate time for review and comment by the Party if possible; provided, however, the JMT shall not be obligated to delay the filing of any patent application; and (ii) copies of all correspondence from any and all patent offices concerning patent applications covering Joint Inventions and an opportunity to comment on any proposed responses, voluntary amendments and submissions of any kind to be made to any and all such patent offices. BMS shall have the first right, but not the obligation, to file, prosecute and maintain Joint Patents claiming particular Joint Inventions that constitute Improvement Inventions to the BMS Core Technology or that are licensed to BMS under Section 6.1 hereof in such countries as selected by BMS. BMS shall reasonably consider any recommendations provided by Exelixis regarding patent filing, prosecution, and/or maintenance of any such patents pertaining thereto, but the final decision as to filing, prosecution, maintenance and abandonment matters shall rest with BMS. In the event that Exelixis desires that BMS file and prosecute a patent application claiming such a Joint Invention, and BMS does not file such a patent application within [ * ] of such request, or decides to abandon prosecution of such a filed application or maintenance of an issued Joint Patent, then Exelixis may thereafter file, prosecute (including any interferences, reissue proceedings and reexaminations) and/or maintain at Exelixis' expense and in the name of Exelixis and BMS the patent(s) claiming all owners for any such particular jointly owned Inventions (“Joint Inventions”), and BMS agrees to cooperate reasonably with Exelixis in such efforts. Exelixis the applicable Licensees shall have the first rightrights and responsibilities of a non-Owner therein except as expressly provided in this Agreement. Each Party shall have the unrestricted right (only in the Territory, but not as to the obligationLicensees and only in the Excluded Territory, as to fileNANOMIX) to use, prosecute make, have made, sell, license, sublicense (including the right to grant and maintain Joint Patents claiming particular authorize sublicenses), or otherwise exploit any Joint Inventions that constitute Improvement Inventions co-owned by such Party without the consent of and without accounting to the Exelixis Core Technology other Party(ies); provided that, during the Term, such rights are limited to (with respect to Licensees) and subject to (with respect to NANOMIX) Licensees’ exclusive rights under this Agreement within the Field in such countries as selected the Territory. Unless otherwise agreed in the applicable Development Plan, the Licensees shall have the obligation to pay 50% of the out-of-pocket expenses incurred by Exelixis. Exelixis shall reasonably consider any recommendations provided by BMS regarding patent filingNANOMIX in connection with the preparation, prosecution, and/or maintenance of any such patents pertaining thereto, but the final decision as to filing, prosecution (including any interferencesand maintenance of patent applications that claim Joint Inventions except in the circumstance where the Licensees give NANOMIX prior notice disclaiming all rights, reissue proceedings title and reexaminations) maintenance interest therein, upon which notice such Inventions shall cease to be Joint Inventions and abandonment matters NANOMIX shall rest with Exelixis. In be the event that BMS desires that Exelixis file and prosecute a patent application claiming such a Joint Invention, and Exelixis does not file such a patent application within [ * ] sole Owner of such request, or decides to abandon prosecution of such a filed application or maintenance of an issued Joint Patent, then BMS may thereafter file, prosecute (including any interferences, reissue proceedings and reexaminations) and/or maintain [ * ] and Inventions. As used in the name of Exelixis preceding sentence “out-of-pocket expenses” means direct costs, excluding internal labor costs and BMS the patent(s) claiming such particular Joint Inventions, and Exelixis agrees to cooperate reasonably with BMS in such effortsoverhead. [ * ] = Certain confidential information contained in this document, marked document (indicated by brackets, “[***]”) has been omitted and filed separately with the Securities and Exchange Commission excluded pursuant to Rule 406 of Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the Securities Act of 1933, as amendedregistrant if publicly disclosed.

Joint Inventions. The JMT shall establish the patent strategy for all Except as otherwise provided in this Section 13.2.2, it is understood that Joint Inventions shall be jointly owned by BML and supervise and direct TWT. TWT shall have the first right to pursue the preparation, filing, prosecution (including any interferences, reissue proceedings and reexaminations) and maintenance of all Patents any patent applications, patents or other intellectual property covering Joint Inventions. The JMT TWT shall provide each Party with (i) drafts keep BML fully informed as to the status of patent matters described in this Section 13.2.2, including without limitation, by providing BML copies of any new substantive documents that TWT receives from any patent application that covers a Joint Invention prior office promptly after receipt, including notice of all interferences, reissues, re-examinations, oppositions or requests for patent term extensions, and by providing BML the opportunity, as far in advance of filing dates as practicable, to filing that application, allowing adequate time for fully review and comment on any documents which will be filed in any patent office, and incorporating all reasonable comments. BML shall reasonably cooperate with and assist TWT in connection with such activities, at TWT's request, including without limitation by the Party making scientists and scientific records reasonably available to TWT. BML shall promptly reimburse TWT for one-half (_) of TWT's out-of-pocket expenses in connection with such activities as they are incurred, provided that if possible; providedBML so provides TWT sixty (60) days notice, however, the JMT BML shall not be obligated responsible for any costs under this Section 13.2.2 related to delay the filing of any particular patent or patent application; , in which case all right, title and interest in and to such application or patent (iias the case may be) copies of all correspondence from and any and all patent offices concerning patent applications covering Joint Inventions and an opportunity patents issuing thereon shall be owned by TWT (subject to comment on any proposed responsesthe licenses granted to BML under this Agreement). Likewise, voluntary amendments and submissions of any kind in the event TWT fails or declines to be made take such actions with respect to any and all such patent offices. BMS Joint Invention in accordance with this Section 13.2.2, then BML shall have the first right to do so, in which case all right, but not title and interest in and to such application or patent (as the obligation, to file, prosecute case may be) and maintain Joint Patents claiming particular Joint Inventions that constitute Improvement Inventions any patents issuing thereon shall be owned by BML (subject to the BMS Core Technology or that are licensed licenses granted to BMS TWT under Section 6.1 hereof in such countries as selected by BMS. BMS shall reasonably consider any recommendations provided by Exelixis regarding patent filing, prosecution, and/or maintenance of any such patents pertaining thereto, but the final decision as to filing, prosecution, maintenance and abandonment matters shall rest with BMS. In the event that Exelixis desires that BMS file and prosecute a patent application claiming such a Joint Invention, and BMS does not file such a patent application within [ * ] of such request, or decides to abandon prosecution of such a filed application or maintenance of an issued Joint Patent, then Exelixis may thereafter file, prosecute (including any interferences, reissue proceedings and reexaminations) and/or maintain at Exelixis' expense and in the name of Exelixis and BMS the patent(s) claiming such particular Joint Inventions, and BMS agrees to cooperate reasonably with Exelixis in such efforts. Exelixis shall have the first right, but not the obligation, to file, prosecute and maintain Joint Patents claiming particular Joint Inventions that constitute Improvement Inventions to the Exelixis Core Technology in such countries as selected by Exelixis. Exelixis shall reasonably consider any recommendations provided by BMS regarding patent filing, prosecution, and/or maintenance of any such patents pertaining thereto, but the final decision as to filing, prosecution (including any interferences, reissue proceedings and reexaminations) maintenance and abandonment matters shall rest with Exelixis. In the event that BMS desires that Exelixis file and prosecute a patent application claiming such a Joint Invention, and Exelixis does not file such a patent application within [ * ] of such request, or decides to abandon prosecution of such a filed application or maintenance of an issued Joint Patent, then BMS may thereafter file, prosecute (including any interferences, reissue proceedings and reexaminations) and/or maintain [ * ] and in the name of Exelixis and BMS the patent(s) claiming such particular Joint Inventions, and Exelixis agrees to cooperate reasonably with BMS in such efforts. [ * ] = 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 406 of the Securities Act of 1933, as amendedAgreement).

Joint Inventions. The JMT shall establish however, subject to Section 10.2, Organon will have the patent strategy for all Joint Inventions rights and supervise and direct responsibilities of the Inventor as described in this Section 10 with respect to the preparation, filing, prosecution (including any interferences, reissue proceedings and reexaminations) and maintenance of all Patents covering Joint Inventions. The JMT shall provide each Party with (i) drafts of any new patent application that covers a Joint Invention prior to filing that application, allowing adequate time for review and comment by the Party if possible; provided, however, the JMT shall not be obligated to delay the filing of any patent application; and (ii) copies of all correspondence from any and all patent offices concerning patent applications covering Joint Inventions and an opportunity to comment on any proposed responses, voluntary amendments and submissions of any kind to be made to any and all such patent offices. BMS shall have the first right, but not the obligation, to file, prosecute and maintain Joint Patents claiming particular Joint Inventions that constitute Improvement Inventions to the BMS Core Technology or that are licensed to BMS under Section 6.1 hereof in such countries as selected by BMS. BMS shall reasonably consider any recommendations provided by Exelixis regarding patent filing, prosecution, and/or maintenance of any such patents pertaining thereto, but the final decision as to filing, prosecution, maintenance and abandonment matters shall rest with BMS. In the event that Exelixis desires that BMS file and prosecute a patent application claiming such a Joint Invention, and BMS does not file such a patent application within [ * ] of such request, or decides to abandon prosecution of such a filed application or maintenance of an issued Joint Patent, then Exelixis may thereafter file, prosecute (including any interferences, reissue proceedings and reexaminations) and/or maintain at Exelixis' expense and in the name of Exelixis both owners for any such patentable, *** and BMS the patent(s) claiming such particular Joint Inventions, and BMS agrees to cooperate reasonably with Exelixis in such efforts. Exelixis Ligand shall have the first right, rights and responsibilities of *** therein. Organon shall have the right but not the obligationobligation to pay all expenses in connection with the preparation, filing and prosecution of patent applications that claim patentable, ***. Organon shall from time to filetime notify Ligand of the amount of such expenses, prosecute and maintain Joint Patents claiming particular Joint Inventions that constitute Improvement Inventions Ligand shall promptly thereafter pay Organon ***percent (***%) of its out-of-pocket expenses. As used in the preceding sentence "out-of-pocket expenses" means direct costs, excluding internal labor costs. Ligand may elect in writing to the Exelixis Core Technology disclaim all interest in any jointly invented Invention, in which case (a) such Invention will be solely owned by Organon, and Ligand will cooperate to assure Organon's sole ownership, (b) Ligand will have no further interest in such countries as selected by Exelixis. Exelixis shall reasonably consider any recommendations provided by BMS regarding patent filing, prosecution, and/or maintenance of any such patents pertaining thereto, but the final decision as to filing, prosecution (including any interferences, reissue proceedings and reexaminations) maintenance and abandonment matters shall rest with Exelixis. In the event that BMS desires that Exelixis file and prosecute a patent application claiming such a Joint Invention, by ownership, license or otherwise, and Exelixis does (c) Ligand will not file be responsible for reimbursing Organon for any expenses incurred by Organon from and after the date that Organon receives Ligand's written disclaimer. Organon may elect in writing to disclaim all interest in any jointly invented Inventions, in which case (i) such a patent application within [ * ] of Invention will be solely owned by Ligand and Ligand shall be solely liable for any expenses incurred with respect to such Invention after Organon's disclaimer, and Organon will cooperate to assure Ligand's sole ownership, (ii) Organon will have no further interest in such Invention, by ownership, license or otherwise, and (iii) Organon will, at Ligand's cost and request, or decides to abandon continue the preparation, filing and prosecution of the relevant patent application(s) for up to four weeks following Organon's delivery of written disclaimer, if failure to so continue would have a material adverse impact on such a filed application or maintenance of an issued Joint Patent, then BMS may thereafter file, prosecute (including any interferences, reissue proceedings and reexaminations) and/or maintain [ * ] and in the name of Exelixis and BMS the patent(s) claiming such particular Joint Inventions, and Exelixis agrees to cooperate reasonably with BMS in such efforts. [ * ] = 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 406 of the Securities Act of 1933, as amendedpatent application(s).

Joint Inventions. The JMT shall establish (a) Collaboration Technology jointly invented by CoCensys and Warner and Collaboration Technology derived from the patent strategy for all Joint Inventions screening of the Warner compound library or the CoCensys compound library using screening technology contributed by CoCensys will be jointly owned by CoCensys and supervise Warner; however, subject to Section 4.2(b), Warner will have the rights and direct responsibilities of the filing, prosecution (including any interferences, reissue proceedings and reexaminations) and maintenance of all Patents covering Joint Inventions. The JMT shall provide each Party with (i) drafts "Inventor" as described in this Section 4 in respect of any new patent application that covers a Joint Invention prior to filing that applicationsuch patentable, allowing adequate time for review jointly owned Collaboration Technology and comment by the Party if possible; provided, however, the JMT shall not be obligated to delay the filing of any patent application; and (ii) copies of all correspondence from any and all patent offices concerning patent applications covering Joint Inventions and an opportunity to comment on any proposed responses, voluntary amendments and submissions of any kind to be made to any and all such patent offices. BMS CoCensys shall have the first rightrights and responsibilities of a non-Inventor therein. Warner shall use patent counsel reasonably acceptable to CoCensys [*] in connection with its preparation, but not filing, and prosecution of patent applications that claim patentable, jointly owned Collaboration Technology. If CoCensys exercises the obligationRe-engagement Option, then with respect to filea Collaboration Lead Compound or Collaboration Product claimed by any such patent and patent applications Warner shall, prosecute on a quarterly basis, notify CoCensys of the amount of all expenses incurred by Warner in connection with the preparation, filing and maintain Joint Patents claiming particular Joint Inventions that constitute Improvement Inventions prosecution of such patents and patent applications in the Co-Promotion Country relating to such Collaboration Lead Compounds or Collaboration Products and provide CoCensys with an itemized accounting of such expenses and CoCensys shall promptly thereafter pay Warner a percentage of its out-of-pocket expenses for such preparation, filing, and prosecution in the Co-Promotion Country equal to the BMS Core Technology or that are licensed to BMS under Section 6.1 hereof in such countries as selected by BMS[*]. BMS CoCensys shall reasonably consider any recommendations provided by Exelixis regarding patent filing, prosecution, and/or maintenance of any such patents pertaining thereto, but further thereafter reimburse Warner for the final decision as to filing, prosecution, maintenance and abandonment matters shall rest with BMS. In the event that Exelixis desires that BMS file and prosecute a patent application claiming such a Joint Invention, and BMS does not file such a patent application within [ * [*] of such requestexpenses thereafter incurred by Warner in connection with such patents and patent applications. All expenses in connection with the preparation, or decides filing and prosecution in non-Co-Promotion Countries of patent applications that claim patentable, jointly owned Collaboration Technology shall be borne [*]. CoCensys may use patent counsel reasonably acceptable to abandon Warner to review and provide comments with respect to the preparation, filing and prosecution of such a filed application or maintenance of an issued Joint Patentpatent applications that claim patentable, then Exelixis may thereafter file, prosecute (including any interferences, reissue proceedings jointly owned Collaboration Technology and reexaminations) and/or maintain at Exelixis' expense and [*] in the name of Exelixis and BMS the patent(s) claiming such particular Joint Inventions, and BMS agrees to cooperate reasonably with Exelixis in such effortsconnection therewith. Exelixis shall have the first right, but not the obligation, to file, prosecute and maintain Joint Patents claiming particular Joint Inventions that constitute Improvement Inventions to the Exelixis Core Technology in such countries as selected by Exelixis. Exelixis shall reasonably consider any recommendations provided by BMS regarding patent filing, prosecution, and/or maintenance of any such patents pertaining thereto, but the final decision as to filing, prosecution (including any interferences, reissue proceedings and reexaminations) maintenance and abandonment matters shall rest with Exelixis. In the event that BMS desires that Exelixis file and prosecute a patent application claiming such a Joint Invention, and Exelixis does not file such a patent application within [ * ] of such request, or decides to abandon prosecution of such a filed application or maintenance of an issued Joint Patent, then BMS may thereafter file, prosecute (including any interferences, reissue proceedings and reexaminations) and/or maintain [ * ] and in the name of Exelixis and BMS the patent(s) claiming such particular Joint Inventions, and Exelixis agrees to cooperate reasonably with BMS in such efforts. [ * ] = Certain confidential information contained As used in this documentSection 4.2(a), marked by brackets"out-of-pocket expenses" shall mean direct costs, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amendedexcluding internal labor costs.

Joint Inventions. The JMT shall establish the patent strategy for all Joint Inventions and supervise and direct the filing, prosecution (including any interferences, reissue proceedings and reexaminations) and maintenance of all Patents covering Joint Inventions. The JMT shall provide each Party with (i) drafts of any new patent application that covers a Joint Invention prior to filing that application, allowing adequate time for review and comment by the Party if possible; provided, however, the JMT shall not be obligated to delay the filing of any patent application; and (ii) copies of all correspondence from any and all patent offices concerning patent applications covering Joint Inventions and an opportunity to comment on any proposed responses, voluntary amendments and submissions of any kind to be made to any and all such patent offices. BMS shall have the first right, but not the obligation, to file, prosecute and maintain Joint Patents claiming particular Joint Inventions that constitute Improvement Inventions to the BMS Core Technology or that are licensed to BMS under Section 6.1 hereof in such countries as selected by BMS. BMS shall reasonably consider any recommendations provided by Exelixis regarding patent filing, prosecution, and/or maintenance of any such patents pertaining thereto, but the final decision as to filing, prosecution, maintenance and abandonment matters shall rest with BMS. In the event that Exelixis desires that BMS file and prosecute a patent application claiming such a Joint Invention, and BMS does not file such a patent application within [ * ] of such request, or decides to abandon prosecution of such a filed application or maintenance of an issued Joint Patent, then Exelixis may thereafter file, prosecute (including any interferences, reissue proceedings and reexaminations) and/or maintain at Exelixis' expense [ * ] and in the name of Exelixis and BMS the patent(s) claiming such particular Joint Inventions, and BMS agrees to cooperate reasonably with Exelixis in such efforts. Exelixis shall have the first right, but not the obligation, to file, prosecute and maintain Joint Patents claiming particular Joint Inventions that constitute Improvement Inventions to the Exelixis Core Technology in such countries as selected by Exelixis. Exelixis shall reasonably consider any recommendations provided by BMS regarding patent filing, prosecution, and/or maintenance of any such patents pertaining thereto, but the final decision as to filing, prosecution (including any interferences, reissue proceedings and reexaminations) maintenance and abandonment matters shall rest with Exelixis. In the event that BMS desires that Exelixis file and prosecute a patent application claiming such a Joint Invention, and Exelixis does not file such a patent application within [ * ] of such request, or decides to abandon prosecution of such a filed application or maintenance of an issued Joint Patent, then BMS may thereafter file, prosecute (including any interferences, reissue proceedings and reexaminations) and/or maintain [ * ] and in the name of Exelixis and BMS the patent(s) claiming such particular Joint Inventions, and Exelixis agrees to cooperate reasonably with BMS in such efforts. [ * ] = 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 406 of the Securities Act of 1933, as amended.

Joint Inventions. The JMT shall establish Collaboration Technology jointly invented by Ligand and BMS will be jointly owned by Ligand and BMS; however, subject to Section 10.2, BMS will have the patent strategy for all Joint Inventions rights and supervise and direct responsibilities of the Inventor as described in this Section 10 with respect to the preparation, filing, prosecution (including any interferences, reissue proceedings and reexaminations) and maintenance of all Patents covering Joint Inventions. The JMT shall provide each Party with (i) drafts of any new patent application that covers a Joint Invention prior to filing that application, allowing adequate time for review and comment by the Party if possible; provided, however, the JMT shall not be obligated to delay the filing of any patent application; and (ii) copies of all correspondence from any and all patent offices concerning patent applications covering Joint Inventions in the name of both owners for any such patentable, jointly owned Collaboration Technology and an opportunity to comment on any proposed responses, voluntary amendments Ligand shall have the rights and submissions responsibilities of any kind to be made to any and all such patent officesa non-Inventor therein. BMS shall have the first right, right but not the obligationobligation to pay all expenses in connection with the preparation, to filefiling and prosecution of patent applications that claim patentable, prosecute and maintain Joint Patents claiming particular Joint Inventions that constitute Improvement Inventions to the BMS Core Technology or that are licensed to BMS under Section 6.1 hereof in such countries as selected by BMSjointly owned Inventions. BMS shall reasonably consider from time to time notify Ligand of the amount of such expenses, and Ligand shall promptly thereafter pay BMS *** percent (***%) of its out-of-pocket expenses. As used in the preceding sentence "out-of-pocket expenses" means direct costs, excluding internal labor costs. Ligand may elect in writing to disclaim all interest in any recommendations provided jointly invented Invention, in which case (a) such Invention will be solely owned by Exelixis regarding patent filingBMS, prosecutionand Ligand will cooperate to assure BMS' sole ownership, and/or maintenance of (b) Ligand will have no further interest in such Invention, by ownership, license or otherwise, and (c) Ligand will not be responsible for reimbursing BMS for any such patents pertaining thereto, but expenses incurred by BMS from and after the final decision as to filing, prosecution, maintenance and abandonment matters shall rest with BMS. In the event that Exelixis desires date that BMS file receives Ligand's written disclaimer. BMS may elect in writing to disclaim all interest in any jointly invented Inventions, in which case (i) such Invention will be solely owned by Ligand and prosecute a patent application claiming Ligand shall be solely liable for any expenses incurred with respect to such a Joint InventionInvention after BMS' disclaimer, and BMS does not file will cooperate to assure Ligand's sole ownership, (ii) BMS will have no further interest in such a patent application within [ * ] of such Invention, by ownership, license or otherwise, and (iii) BMS will, at Ligand's cost and request, or decides to abandon continue the preparation, filing and prosecution of the relevant patent application(s) for up to *** following BMS' delivery of written disclaimer, if failure to so continue would have a material adverse impact on such a filed application patent application(s). Subject to the terms of this Agreement, each Party may freely exploit any of its own Inventions or maintenance of an issued Joint Patent, then Exelixis may thereafter file, prosecute (including any interferences, reissue proceedings and reexaminations) and/or maintain at Exelixis' expense and in the name of Exelixis and BMS the patent(s) claiming such particular Joint Inventions, and BMS agrees to cooperate reasonably with Exelixis in such efforts. Exelixis shall have the first right, but not the obligation, to file, prosecute and maintain Joint Patents claiming particular Joint Inventions that constitute Improvement Inventions without obligation or accounting to the Exelixis Core Technology in such countries as selected by Exelixis. Exelixis shall reasonably consider any recommendations provided by BMS regarding patent filing, prosecution, and/or maintenance of any such patents pertaining thereto, but the final decision as to filing, prosecution (including any interferences, reissue proceedings and reexaminations) maintenance and abandonment matters shall rest with Exelixis. In the event that BMS desires that Exelixis file and prosecute a patent application claiming such a Joint Invention, and Exelixis does not file such a patent application within [ * ] of such request, or decides to abandon prosecution of such a filed application or maintenance of an issued Joint Patent, then BMS may thereafter file, prosecute (including any interferences, reissue proceedings and reexaminations) and/or maintain [ * ] and in the name of Exelixis and BMS the patent(s) claiming such particular Joint Inventions, and Exelixis agrees to cooperate reasonably with BMS in such efforts. [ * ] = 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 406 of the Securities Act of 1933, as amendedother Party.

Joint Inventions. The JMT Technology conceived, developed or reduced to practice jointly by employees or consultants of Licensor and Licensee during the term hereof shall establish be jointly owned by them (“Joint Inventions”). For purposes of this Section 3.3 Technology that is the subject of a patent application shall be deemed to have been developed jointly by employees or consultants of Licensee and Licensor, and thus be a Joint Invention, if at least one employee or consultant of each of Licensee and Licensor is required to be named as an inventor in such application in order for such patent to be valid, and a comparable concept shall apply to Technology not the subject of a patent application. Subject to its right of abandonment or other forfeiture, Licensee shall be responsible, at its costs, for preparing, filing and, prosecuting patent applications which are available with respect to Joint Inventions in the [***] (and elsewhere as it may elect), using patent counsel reasonably chosen by Licensee, and for maintaining any patents obtained thereon. Licensee shall keep Licensor reasonably appraised as to the prosecution of each such patent application. Licensee agrees to send Licensor copies of all file histories and prosecution documents for each of the patent strategy for all Joint Inventions and supervise and direct applications of the filingLicensed Patent Rights, prosecution within thirty (including 30) days of receipt by Licensor. Licensee shall have the right in its discretion to abandon or otherwise cause or allow to be forfeited, any interferences, reissue proceedings and reexaminations) and maintenance of all Patents covering patents or applications therefore as to Joint Inventions. The JMT Licensee shall provide each Party with give Licensor at least sixty (i60) drafts of any new patent application that covers a Joint Invention days written notice prior to filing that application, allowing adequate time for review and comment by the Party if possible; provided, however, the JMT shall not be obligated abandonment or other forfeiture so as to delay the filing of any patent application; and (ii) copies of all correspondence from any and all patent offices concerning patent applications covering Joint Inventions and an opportunity to comment on any proposed responses, voluntary amendments and submissions of any kind to be made to any and all such patent offices. BMS shall have the first rightpermit, but not the obligationobligate, Licensor, to file, prosecute and maintain Joint Patents claiming particular Joint Inventions that constitute Improvement Inventions to the BMS Core Technology or that are licensed to BMS under Section 6.1 hereof in such countries as selected by BMS. BMS shall reasonably consider any recommendations provided by Exelixis regarding patent filing, prosecution, and/or maintenance of any such patents pertaining thereto, but the final decision as to filing, prosecution, maintenance and abandonment matters shall rest with BMS. In the event that Exelixis desires that BMS file and prosecute a patent application claiming such a Joint Invention, and BMS does not file such a patent application within [ * ] of such request, or decides to abandon prosecution of such a filed application or maintenance of an issued Joint Patent, then Exelixis may thereafter file, prosecute (including any interferences, reissue proceedings and reexaminations) and/or maintain at Exelixis' expense and in the name of Exelixis Licensor, for protection as to such patent or application, at its cost and BMS the patent(s) claiming expense, and Licensee shall have no interest in such particular patent or applications or underlying Joint Inventions (which shall thereupon cease to be Joint Inventions by shall rather be Confidential Information of Licensor). In any event each Party will, and will cause its employees and consultants to, provide any assistance and executed agreements and instruments as are reasonably requested by a Party which is seeking to obtain in accordance herewith patents or other protection with respect to any Joint Inventions, and BMS agrees to cooperate reasonably with Exelixis in such efforts. Exelixis shall have the first right, but not the obligation, to file, prosecute and maintain Joint Patents claiming particular Joint Inventions that constitute Improvement Inventions to the Exelixis Core Technology in such countries as selected by Exelixis. Exelixis shall reasonably consider any recommendations provided by BMS regarding patent filing, prosecution, and/or maintenance of any such patents pertaining thereto, but the final decision as to filing, prosecution (including any interferences, reissue proceedings and reexaminations) maintenance and abandonment matters shall rest with Exelixis. In the event that BMS desires that Exelixis file and prosecute a patent application claiming such a Joint Invention, and Exelixis does not file such a patent application within [ * ] of such request, or decides to abandon prosecution of such a filed application or maintenance of an issued Joint Patent, then BMS may thereafter file, prosecute (including any interferences, reissue proceedings and reexaminations) and/or maintain [ * ] and in the name of Exelixis and BMS the patent(s) claiming such particular Joint Inventions, and Exelixis agrees to cooperate reasonably with BMS in such efforts. [ * ] = 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 406 of the Securities Act of 1933, as amended.